Delta Airlines 2012 Annual Report Download - page 186

SECTION 4.01. Conditions Precedent to Initial Loans and Initial Letters of Credit . The obligation of the Lenders
to make the initial Loans and of the Issuing Lenders to issue the initial Letters of Credit, whichever may occur first, is subject to the
satisfaction (or waiver by the Lenders in accordance with Section 10.08 and by the Administrative Agent) of the following conditions
precedent:
(a) Supporting Documents
. The Administrative Agent shall have received with respect to each of the Borrower
and the Guarantors:
(i) a copy of such entity's certificate of incorporation or formation, as amended, certified as of a recent date by
the Secretary of State of the state of its incorporation or formation;
(ii) a certificate of the Secretary of State of the state of such entity's incorporation or formation, dated as of a
recent date, as to the good standing of that entity (to the extent available in the applicable jurisdiction) and as to the charter
documents on file in the office of such Secretary of State;
(iii) a certificate of the Secretary or an Assistant Secretary of such entity dated the date of the initial Loans or
the initial Letters of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete
copy of the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on
the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the board of
directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit issuances hereunder (to
the extent applicable), the execution, delivery and performance in accordance with their respective terms of this Agreement, the
other Loan Documents and any other documents required or contemplated hereunder or thereunder, and the granting of the
security interest in the Letter of Credit Account and other Liens contemplated hereby or the other Loan Documents, (C) that the
certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto
indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above, and (D) as to the incumbency and
specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document
delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as
to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and
(iv) an Officer's Certificate from the Borrower certifying (A) as to the truth in all material respects of the
representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Loans or
initial Letters of Credit, whichever first occurs, both before and after giving effect to such Loans or Letters of Credit and to the
application of proceeds therefrom, except to the extent that any such representation or warranty relates to a specified date, in
which case such representation or warranty shall be or was true and correct in all material respects as of such date ( provided
that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect”
shall be true and correct in all respects as of the applicable date, before and after giving effect to such Loans or Letters of Credit
and to the application of proceeds therefrom), (B) as to the absence of any event occurring and continuing, or resulting from the
initial extensions of credit on the Closing Date, that constitutes an Event of Default or event which, with giving of notice or
passage of time or both, would be an Event of Default, and (C) as to other matters agreed between the Administrative Agent
and the Borrower.
(b) Credit Agreement . Each party hereto shall have duly executed and delivered to the Administrative Agent
this Agreement.
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