Delta Airlines 2012 Annual Report Download - page 193

the Borrower's public filings with the SEC or (iii) such notice or communication has been posted on the Borrower's website on the
Internet at http://www.delta.com.
SECTION 5.02. Existence . Preserve and maintain in full force and effect all governmental rights, privileges,
qualifications, permits, licenses and franchises necessary in the normal conduct of its business except (a)(i) if in the reasonable business
judgment of the Borrower it is no longer necessary for the Borrower and the Guarantors to preserve and maintain such rights,
privileges, qualifications, permits, licenses and franchises, and (ii) if such failure to preserve the same could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect, and (b) as otherwise permitted in connection with (i) sales of assets
permitted by Section 6.10 or (ii) mergers, liquidations and dissolutions permitted by Section 6.02.
SECTION 5.03. Insurance .
(a) In addition to the requirements of Section 5.03(b), (i) keep its properties insured at all times, against such
risks, including fire and other risks insured against by extended coverage, and on such term and conditions, as is prudent and customary
with U.S. based companies of the same or similar size in the same or similar businesses; (ii) maintain in full force and effect public
liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the
use of any properties owned, occupied or controlled by the Borrower or any Guarantor, as the case may be, in such amounts and with
such deductibles as are customary with companies of the same or similar size in the same or similar businesses and in the same
geographic area; and (iii) maintain such other insurance or self insurance as may be required by law.
(b) Maintain business interruption insurance in amounts that are reasonably satisfactory to the Administrative
Agent and as is customary in the United States domestic airline industry for major United States air carriers having both substantial
domestic and international operations.
(c) Promptly deliver to the Administrative Agent copies of any notices received from its insurers with respect
to insurance programs required by the Terrorism Risk Insurance Act of 2002 (as extended by the Terrorism Risk Insurance Extension
Act of 2005) and, if so requested by the Administrative Agent, procure and maintain in force the insurance that is offered in such
programs to the same extent maintained by companies of the same or similar size in the same or similar businesses.
SECTION 5.04. Maintenance of Properties . Except to the extent otherwise permitted hereunder, in its reasonable
business judgment, keep and maintain, and cause each of its Subsidiaries to keep and maintain, all property material to the conduct of
its business in good working order and condition (ordinary wear and tear and damage by casualty and condemnation excepted), except
where the failure to keep such property in good working order and condition would not have a Material Adverse Effect.
SECTION 5.05. Obligations and Taxes . Pay all its material obligations promptly and in accordance with their
terms, and pay and discharge promptly all taxes, assessments, governmental charges, levies or claims imposed upon it or upon its
income or profits or in respect of its property, before the same shall become more than ninety (90) days delinquent, except in each case
where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
provided , however , that the Borrower and each Guarantor shall not be required to pay and discharge or to cause to be paid and
discharged any such obligation, tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in
good faith by appropriate proceedings and (ii) the Borrower and the Guarantors shall have set aside on their books adequate reserves
therefor in accordance with GAAP.
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