Delta Airlines 2012 Annual Report Download - page 181

of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law.
SECTION 3.04. Statements Made . No representation or warranty or certification of the Borrower or any
Guarantor contained in writing in this Agreement, any other Loan Document or in any other document, report, public or private
confidential information memorandum, financial statement, certificate or other written information furnished by or on behalf of the
Borrower or any Guarantor to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any
other Loan Document or delivered hereunder (as modified or supplemented by other information so furnished, other than to the extent
that any such statements constitute projections, budgets, estimates or other forward looking statements), taken as a whole and in light of
the circumstances in which made, contains, when furnished, any untrue statement of a material fact or omits to state a material fact
necessary to make such statements not materially misleading; and, to the extent that any such information constitutes projections,
budgets, estimates or other forward looking statements (including, without limitation, the Business Plan), such projections, budgets,
estimates or other forward looking statements were prepared in good faith on the basis of assumptions believed by the Borrower or such
Guarantor to be reasonable at the time such projections, budgets, estimates or other forward looking statements were furnished (it being
understood that projections, budgets, estimates or other forward looking statements by their nature are inherently uncertain, that no
assurances can be given that projections, budgets, estimates or other forward looking statements will be realized, and that actual results
in fact may differ materially from any projections, budgets, estimates or other forward looking statements provided to the
Administrative Agent or the Lenders).
SECTION 3.05. Financial Statements; Material Adverse Change .
(a) The Borrower has furnished the Administrative Agent on behalf of the Lenders with copies of the audited
consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2011, reported on by
Ernst & Young LLP and certified by the Borrower's chief financial officer. Such financial statements present fairly, in all material
respects, in accordance with GAAP, the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries on
a consolidated basis as of such date and for such period; such balance sheets and the notes thereto disclose all liabilities, direct or
contingent, of the Borrower and its Subsidiaries as of the date thereof required to be disclosed by GAAP and such financial statements
were prepared in a manner consistent with GAAP in all material respects. The Borrower has furnished the Administrative Agent on
behalf of the Lenders with copies of the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal
quarters ended March 31, 2012 and June 30, 2012, certified by the Borrower's chief financial officer. Such financial statements present
fairly, in all material respects, in accordance with GAAP, the financial condition, results of operations and cash flows of the Borrower
and its Subsidiaries on a consolidated basis as of such date and for such period (subject to normal year-end audit adjustments and the
absence of footnotes); such financial statements and the notes thereto disclose all liabilities, direct or contingent, of the Borrower and its
Subsidiaries as of the dates thereof required to be disclosed by GAAP and such financial statements were prepared in a manner
consistent with GAAP in all material respects.
(b) Since June 30, 2012, there has been no Material Adverse Change.
SECTION 3.06. Ownership . As of the Closing Date, other than as set forth on Schedule 3.06, (a) each of the
Persons listed on Schedule 3.06 is a wholly-owned, direct or indirect Subsidiary of the Borrower, and (b) the Borrower owns no other
Subsidiaries, whether directly or indirectly.
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