Delta Airlines 2012 Annual Report Download - page 194

SECTION 5.06. Notice of Event of Default, etc . Promptly upon the Borrower's knowledge thereof give to the
Administrative Agent notice in writing of any Event of Default or the occurrence of any event or circumstance which with the passage
of time or giving of notice or both would constitute an Event of Default.
SECTION 5.07. Access to Books and Records . Maintain or cause to be maintained at all times true and complete
books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the
Borrower and the Guarantors and provide the Administrative Agent, the Collateral Trustee and their respective representatives and
advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable),
as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral
Trustee may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred
and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other
papers, and permit the Administrative Agent, the Collateral Trustee and their respective representatives and advisors to confer with the
officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in
such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the
various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or
for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business
hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Trustee, and any agents or
representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to
conduct examinations of and to monitor the Collateral held by the Collateral Trustee, in each case at the expense of the Borrower
( provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has
occurred and is continuing).
SECTION 5.08. Compliance with Laws .
(a)
Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders
of any Airport Authority (with respect to environmental matters) or Governmental Authority applicable to it or its property (including
Environmental Laws), except where such noncompliance, individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.
(b) To the extent the following are required by Environmental Laws, any Governmental Authority or any
requirements of an Airport Authority relating to environmental matters, conduct, and cause each of its Subsidiaries to conduct, any and
all investigations, studies, sampling and testing and take, and cause each of its Subsidiaries to take, any and all necessary remedial
action in connection with the presence, storage, use, disposal, transportation or Release of any Hazardous Materials for which the
Borrower or the Guarantors or their respective Subsidiaries is, or could be, liable. The foregoing shall not apply if, and only to the
extent that (i) the Borrower's or the Guarantors' or their respective Subsidiaries' liability for or any requirement of an Airport Authority
with respect to such presence, storage, use, disposal, transportation or Release of any Hazardous Materials is being contested in good
faith and by appropriate proceedings diligently conducted by such Persons, (ii) such remedial action is taken by other Persons
responsible for such remedial action through an indemnification of the Borrower or the Guarantors or any Subsidiary thereof or (iii)
such non1compliance would not in any case or in the aggregate reasonably be expected to have a Material Adverse Effect. In the event
that the Borrower or the Guarantors or any of their respective Subsidiaries undertakes any such investigation, study, sampling, testing
or remedial action with respect to any Hazardous Materials, the Borrower or such Guarantors will, and will cause any such Subsidiary
to, conduct and complete such action
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