Borrower and
any applicable Loan Party shall pay any applicable filing fees and other
expenses related to the submission of applications, renewal requests, and other
filings as may be reasonably necessary to maintain or obtain such entity's
rights in the Pacific Routes and Supporting Route Facilities for the Pacific
Routes. It is understood and agreed that the Borrower may cease using its rights
in and/or use of any Supporting Route Facilities in connection with the Pacific
Routes in the event that the Borrower determines in good faith that the
preservation of its rights in and/or use of such Supporting Route Facilities is
no longer advantageous to the Borrower in connection with the conduct of its
operations utilizing the Pacific Routes.
(C)
SUBJECT TO ANY GOVERNMENTAL REQUIREMENT OF CONFIDENTIALITY,
PROMPTLY UPON RECEIPT THEREOF, DELIVER TO THE ADMINISTRATIVE AGENT COPIES OF (I)
EACH CERTIFICATE OR ORDER ISSUED BY THE DOT AND THE APPLICABLE FOREIGN AVIATION
AUTHORITIES WITH RESPECT TO PACIFIC ROUTES, (II) ALL MATERIAL FILINGS MADE BY
THE BORROWER WITH ANY GOVERNMENTAL AUTHORITY OR ANY FOREIGN AVIATION AUTHORITIES
RELATED TO PRESERVING AND MAINTAINING THE PACIFIC ROUTES AND (III) ANY NOTICES
RECEIVED FROM ANY PERSON NOTIFYING THE BORROWER OR ANY APPLICABLE LOAN PARTY OF
AN EVENT WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT UPON THE PACIFIC ROUTES, OR
THE FAILURE TO PRESERVE SUCH PACIFIC ROUTES AS REQUIRED PURSUANT TO THIS SECTION
6.16.
(D)
IF THE NUMBER OF FLIGHTS BY THE BORROWER DURING ANY FISCAL QUARTER
USING THE PACIFIC ROUTES HAS DECLINED BY MORE THAN 15% FROM THE NUMBER OF
FLIGHTS BY THE BORROWER USING THE PACIFIC ROUTES DURING THE CORRESPONDING
QUARTERLY PERIOD IN THE FISCAL YEAR ENDING DECEMBER 31, 2004 (AND CALCULATED IN
THE SAME MANNER), THE BORROWER SHALL IMMEDIATELY NOTIFY THE ADMINISTRATIVE AGENT
AND, FOLLOWING RECEIPT OF SUCH NOTICE, THE ADMINISTRATIVE AGENT MAY, OR, AT THE
REQUEST OF THE REQUIRED LENDERS, THE ADMINISTRATIVE AGENT SHALL, REQUIRE THAT
THE BORROWER DELIVER TO THE ADMINISTRATIVE AGENT AN APPRAISAL OF THE POOL ASSETS
WITHIN 30 DAYS OF SUCH REQUEST (EXCEPT THAT AN ADDITIONAL APPRAISAL SHALL NOT BE
REQUESTED, IF, WITHIN 30 DAYS OF THE DELIVERY OF SUCH CERTIFICATE, THE BORROWER
IS REQUIRED TO DELIVER AN APPRAISAL PURSUANT TO SECTION 6.2(F)).
6.17
CHAPTER 11 CASES.
THE LOAN PARTIES WILL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN THE APPROVAL OF THE BANKRUPTCY COURT OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 7
NEGATIVE COVENANTS
Each of Holdings, NWAC, NWA and the Borrower hereby jointly and severally agree
that, so long as the Commitments remain in effect, any Letter of Credit remains
outstanding or any Loan or other amount is owing to any Lender or Agent
hereunder, each of Holdings, NWAC, NWA and the Borrower shall not, and (other
than for purposes of Section 7.4) shall not permit any of its Subsidiaries to,
directly or indirectly:
52
7.1
FINANCIAL CONDITION COVENANTS.
(a)
Cash Liquidity.
Permit Cash Liquidity to be less than
$750,000,000 at any time.
(b)
Consolidated EBITDAR to Consolidated Fixed Charges.
Permit the
ratio of Consolidated