shall have
received and be satisfied with such financial information as may be reasonably
requested by the Administrative Agent, including a copy of the January 2006
Appraisal of the Pool Assets.
41
(h)
Closing Certificates.
The Administrative Agent shall have
received, with a counterpart for each Lender, a certificate of each Loan Party,
dated the Closing Date, substantially in the form of Exhibit A, with appropriate
insertions and attachments.
(I)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE
EXECUTED LEGAL OPINIONS OF COUNSEL TO THE BORROWER AND THE GUARANTORS (INCLUDING
AVIATION COUNSEL), ADDRESSING SUCH MATTERS AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUEST, INCLUDING, WITHOUT LIMITATION, THE ENFORCEABILITY OF ALL
LOAN DOCUMENTS, COMPLIANCE WITH ALL LAWS AND REGULATIONS (INCLUDING REGULATION U
OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM), THE PERFECTION OF ALL
SECURITY INTERESTS PURPORTED TO BE GRANTED AND NO CONFLICTS WITH MATERIAL
AGREEMENTS, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(J)
LIEN SEARCH RESULTS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED UNIFORM COMMERCIAL CODE AND OTHER LIEN SEARCHES (INCLUDING PBGC, TAX
LIENS AND JUDGMENTS) CONDUCTED IN THE JURISDICTIONS IN WHICH THE BORROWER AND
THE GUARANTORS ARE INCORPORATED (DATED AS OF A DATE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT), REFLECTING THE ABSENCE OF LIENS AND ENCUMBRANCES ON
THE COLLATERAL OTHER THAN LIENS SECURING THE PARI PASSU OBLIGATIONS AND THE
JUNIOR LIEN AND THE PBGC LIEN (AS SUCH TERMS ARE DEFINED IN THE INTERCREDITOR
AGREEMENT).
(K)
LABOR SAVINGS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EVIDENCE REASONABLY SATISFACTORY TO IT THAT THE ANNUAL LABOR SAVINGS OF THE
BORROWER AND THE GUARANTORS IS AT LEAST $1.3 BILLION, AS MEASURED ON A
STEADY-STATE ANNUAL BASIS FROM WAGES, PRODUCTIVITY, OUTSOURCING AND BENEFITS
(EXCLUDING PENSIONS OTHER THAN APPROXIMATELY $70 MILLION OF PENSION-RELATED
SAVINGS INCLUDED IN THE 2004 PILOT BRIDGE AGREEMENT) MEASURED AT APPROXIMATELY
93 BILLION ANNUAL AVAILABLE SEAT MILES AND AGAINST INITIAL BASE COSTS OF
APPROXIMATELY $3.5 BILLION THROUGH ONE OR MORE OF THE FOLLOWING: (I) NEW
COLLECTIVELY BARGAINED AGREEMENTS (INCLUDING THE 2004 PILOT BRIDGE AGREEMENT)
AND ANY CORRESPONDING SALARIED EMPLOYEE SAVINGS, (II) SECURING RELIEF UNDER
SECTION 1113(C) OF THE BANKRUPTCY CODE, AND (III) IMPOSITION OF NEW CONTRACT
TERMS.
(L)
RATING.
THE FACILITIES, AFTER GIVING EFFECT TO THE TRANSACTIONS
TO BE CONSUMMATED ON THE CLOSING DATE, INCLUDING THE MAKING OF THE INITIAL
LOANS, SHALL HAVE BEEN ASSIGNED CREDIT RATINGS BY MOODY'S AND S&P.
(M)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY ANY-LOAN-PARTY IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS WITH THE SAME EFFECT AS THOUGH SUCH
REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON SUCH DATE (IT BEING UNDERSTOOD
AND AGREED THAT ANY REPRESENTATION OR WARRANTY WHICH BY ITS TERMS IS MADE AS OF
A SPECIFIED DATE SHALL BE REQUIRED TO BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ONLY AS OF SUCH SPECIFIED DATE).
(N)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING ON SUCH DATE.
Upon the satisfaction (in the