Delta Airlines 2012 Annual Report Download - page 190

to Section 2.02(j)), or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder (other than contingent
indemnification obligations not due and payable), the Borrower and each of the Guarantors agree to:
SECTION 5.01. Financial Statements, Reports, etc .. Deliver to the Administrative Agent on behalf of the
Lenders:
(a) Within 90 days after the end of each fiscal year, the Borrower's consolidated balance sheet and related statement
of income and cash flows, showing the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the
close of such fiscal year and the results of their respective operations during such year, the consolidated statement of the
Borrower to be audited for the Borrower by Ernst & Young LLP or other independent public accountants of recognized
national standing and accompanied by an opinion of such accountants (without a “going concern” or like qualification or
exception and without any qualification or exception as to the scope of such audit) and to be certified by a Responsible Officer
of the Borrower to the effect that such consolidated financial statements fairly present in all material respects the financial
condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.
Documents required to be delivered pursuant to this clause (a) which are made available via EDGAR, or any successor system
of the SEC, in the Borrower's Annual Report on Form 10-K, shall be deemed delivered to the Lenders on the date such
documents are made so available; provided
that, upon request, the Borrower shall deliver paper copies of such documents to the
Administrative Agent;
(b) Within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the Borrower's
consolidated balance sheets and related statements of income and cash flows, showing the financial condition of the Borrower
and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such
fiscal quarter and the then elapsed portion of the fiscal year, each certified by a Responsible Officer of the Borrower as fairly
presenting in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes.
Documents required to be delivered pursuant to this clause (b) which are made available via EDGAR, or any successor system
of the SEC, in the Borrower's Quarterly Report on Form 10-Q, shall be deemed delivered to the Lenders on the date such
documents are made so available; provided
that, upon request, the Borrower shall deliver paper copies of such documents to the
Administrative Agent;
(c) (i) concurrently with any delivery of financial statements under (a) and (b) above, a certificate of a Responsible
Officer of the Borrower (A) certifying that no Event of Default or event which upon notice or lapse of time or both would
constitute an Event of Default has occurred, or, if such an Event of Default or event has occurred, specifying the nature and
extent thereof and any corrective action taken or proposed to be taken with respect thereto, (B) setting forth computations in
reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the provisions of Sections 6.04, 6.05
and 6.06 and (C) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited
financial statements referred to in Section 3.05 and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate; and (ii) concurrently with any delivery of financial statements under (a)
above, a certificate (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations)
of the accountants auditing the consolidated financial statements delivered under (a) above certifying that, in the course of the
regular audit of the business of the Borrower and its Subsidiaries, such accountants have obtained no knowledge that an Event
of Default pursuant to Section 7.01(c) due to any fail-
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