AIRCRAFT PLEDGED AS
COLLATERAL FOR THE LOANS, FREE AND CLEAR OF ALL LIENS EXCEPT PERMITTED LIENS.
DURING ANY PERIOD THAT ANY ENGINE, PROPELLER, COMPONENT, APPLIANCE, ACCESSORY,
INSTRUMENT, EQUIPMENT OR ANY OTHER PART (EACH, AN "AIRCRAFT COMPONENT")IS
TEMPORARILY REPLACED, THE BANK'S LIEN ON THE REPLACED AIRCRAFT COMPONENT SHALL
CONTINUE UNTIL PERMANENTLY REPLACED AS PROVIDED IN THE APPLICABLE SECURITY
AGREEMENT.
SECTION 8.16.
DEPOSIT ACCOUNT.
BORROWER SHALL CAUSE
AAR TO DEPOSIT $6.5 MILLION IN A NON-INTEREST BEARING DIRECT DEPOSIT ACCOUNT AT
THE BANK ON OR BEFORE THE CLOSING DATE, AND SHALL CAUSE AAR TO MAINTAIN A
BALANCE OF NOT LESS THAN 10% OF THE OUTSTANDING OBLIGATIONS, FROM TIME TO TIME,
IN THAT ACCOUNT UNTIL THE OBLIGATIONS ARE REPAID IN FULL AND THE BANK'S
OBLIGATION TO EXTEND CREDIT UNDER THIS AGREEMENT HAS TERMINATED.
ARTICLE IX
CONDITIONS OF LENDING
The Bank's obligation to make any Loan is subject to the following conditions
precedent:
SECTION 9.1.
CONDITIONS TO DISBURSEMENT.
THE
BANK'S OBLIGATION TO MAKE ANY LOAN IS SUBJECT TO THE SATISFACTION OF EACH OF THE
FOLLOWING CONDITIONS PRECEDENT:
(A)
FEES AND EXPENSES.
THE BORROWER SHALL HAVE
PAID ALL FEES OWED TO THE BANK AND SHALL HAVE REIMBURSED THE BANK FOR ALL
EXPENSES DUE AND PAYABLE UNDER THIS AGREEMENT ON OR BEFORE THE CLOSING DATE
INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES INCURRED BY THE BANK.
(B)
DOCUMENTS.
THE BANK SHALL HAVE RECEIVED ALL
OF THE FOLLOWING, EACH DULY EXECUTED AND DELIVERED AND DATED THE CLOSING DATE OR
SUCH EARLIER DATE AS SHALL BE SATISFACTORY TO THE BANK, IN FORM AND SUBSTANCE
SATISFACTORY TO THE BANK:
(I)
RELATED DOCUMENTS.
THE NOTES, THE OTHER
RELATED DOCUMENTS AND SUCH OTHER INSTRUMENTS AND DOCUMENTS AS THE BANK MAY
REQUIRE.
(II)
RESOLUTIONS. CERTIFIED COPIES OF
RESOLUTIONS OF THE BOARD OF DIRECTORS OR MEMBERS OF BORROWER AND, WHERE
REQUIRED, SHAREHOLDERS, AUTHORIZING OR RATIFYING THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT, THE RELATED DOCUMENTS TO WHICH THE BORROWER IS A
PARTY AND
22
ANY OTHER DOCUMENTS PROVIDED FOR HEREIN OR THEREIN TO BE EXECUTED BY THE
BORROWER.
(III)
CONSENTS.
CERTIFIED COPIES OF ALL DOCUMENTS
EVIDENCING ANY NECESSARY CORPORATE ACTION, CONSENTS AND GOVERNMENTAL APPROVALS,
IF ANY, WITH RESPECT TO THIS AGREEMENT, THE RELATED DOCUMENTS AND ANY OTHER
DOCUMENTS PROVIDED FOR HEREIN OR THEREIN TO BE EXECUTED BY THE BORROWER.
(IV)
INCUMBENCY AND SIGNATURES.
A CERTIFICATE OF
THE SECRETARY OR AN ASSISTANT SECRETARY OF THE BORROWER CERTIFYING THE NAMES OF
THE OFFICER OR OFFICERS OF THE BORROWER AUTHORIZED TO SIGN THIS AGREEMENT AND
THE RELATED DOCUMENTS TO WHICH IT IS A PARTY, TOGETHER WITH A SAMPLE OF THE TRUE
SIGNATURE OF EACH SUCH OFFICER. THE BANK MAY CONCLUSIVELY RELY ON EACH SUCH
CERTIFICATE UNTIL FORMALLY ADVISED BY A LIKE CERTIFICATE OF ANY CHANGES THEREIN.
(V)
OPINION OF COUNSEL.
AN OPINION OF LEGAL
COUNSEL TO THE BORROWER AND THE GUARANTOR, IN THE FORM AND SUBSTANCE
SATISFACTORY TO THE BANK AND ITS COUNSEL.
(VI)
GOVERNANCE DOCUMENTS.
CERTIFIED COPIES OF THE
BORROWER'S CURRENT GOVERNANCE DOCUMENTS AND CERTIFICATES EVIDENCING THAT THE
BORROWER IS IN GOOD STANDING