ASSIGNED BY
EITHER RATING AGENCY TO THE FACILITIES;
(E)
WITHIN FIVE DAYS AFTER THE SAME ARE SENT, COPIES OF ALL FINANCIAL
STATEMENTS AND REPORTS THAT HOLDINGS SENDS TO THE HOLDERS OF ANY CLASS OF ITS
DEBT SECURITIES OR PUBLIC EQUITY SECURITIES AND, WITHIN FIVE DAYS AFTER THE SAME
ARE FILED, COPIES OF ALL FINANCIAL STATEMENTS AND REPORTS THAT HOLDINGS MAY MAKE
TO, OR FILE WITH, THE SEC (INCLUDING, WITHOUT LIMITATION, ANY FORM 10-K OR FORM
10-Q);
(F)
ON THE TWELVE MONTH ANNIVERSARY OF THE CLOSING DATE AND ON EACH
ONE YEAR ANNIVERSARY THEREAFTER, AN APPRAISAL OF THE POOL ASSETS;
(G)
WITHIN 45 DAYS AFTER THE CLOSE OF EACH CALENDAR QUARTER, NOTICE OF
(I) ANY ACQUISITION OF ANY ROUTE, SLOT, OR FOREIGN SLOT AND (II) ANY SALE OR
TRANSFER OF ANY ROUTE, SLOT OR FOREIGN SLOT, IN EACH CASE DURING SUCH CALENDAR
QUARTER AND CONFIRMING THE ROUTES, SLOTS AND FOREIGN SLOTS THEN IN EXISTENCE;
(H)
WITHIN TEN DAYS AFTER THE END OF EACH FISCAL QUARTER, A
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF THE BORROWER (I) STATING THAT THE
BORROWER, IS UTILIZING THE PACIFIC ROUTES, THE SLOTS AND THE FOREIGN SLOTS, IN
EACH CASE, IN A MANNER CONSISTENT IN ALL MATERIAL RESPECTS WITH APPLICABLE
REGULATIONS AND CONTRACTS AND WHETHER THE BORROWER HAS SATISFIED ALL APPLICABLE
UTILIZATION REQUIREMENTS SET FORTH IN ANY SUCH REGULATIONS AND CONTRACTS, (II)
SHOWING THE NUMBER OF FLIGHTS BY THE BORROWER DURING SUCH QUARTERLY PERIOD USING
THE PACIFIC ROUTES, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE NUMBER OF
FLIGHTS BY THE BORROWER USING SUCH ROUTES DURING THE CORRESPONDING QUARTERLY
PERIOD IN FISCAL YEAR 2004, AND (III) SHOWING THE AGGREGATE NUMBER OF DISPOSED
JAPANESE FOREIGN SLOTS PLUS UNAVAILABLE JAPANESE FOREIGN SLOTS, WHICH
CERTIFICATE SHALL BE SUBSTANTIALLY IN THE FORM OF EXHIBIT E;
(I)
PROMPTLY, SUCH INFORMATION AS TO THE SLOTS, FOREIGN SLOTS, THE
PACIFIC ROUTES AND GATE LEASEHOLDS AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO
TIME REASONABLY REQUEST; AND
(J)
PROMPTLY, SUCH ADDITIONAL FINANCIAL AND OTHER INFORMATION AS THE
REQUIRED LENDERS MAY (THROUGH THE ADMINISTRATIVE AGENT) FROM TIME TO TIME
REASONABLY REQUEST.
Subject to the next succeeding sentence, information delivered pursuant to this
Section 6.2 to the Administrative Agent may be made available by the
Administrative Agent to the Lenders by posting such information on the
Intralinks website on the Internet at .
47
Information delivered pursuant to this Section 6.2 may also be delivered by
electronic communication pursuant to procedures approved by the Administrative
Agent pursuant to Section 11.2(b) hereto.
Information required to be delivered
pursuant to this Section 6.2 (to the extent not made available as set forth
above) shall be deemed to have been delivered to the Administrative Agent on the
date on which the Borrower provides written notice to the Administrative Agent
that such information has been posted on the Borrower's website on the Internet
at (to the extent such information has been posted or is
available as described in such notice).
Information required to be delivered
pursuant to this