ENGINE WHICH IS ELIGIBLE FOR
REGISTRATION WITH THE INTERNATIONAL REGISTRY, A PRINTOUT OF THE "PRIORITY SEARCH
CERTIFICATE" FROM THE INTERNATIONAL REGISTRY SHOWING THE ENGINE OWNER'S
OWNERSHIP INTEREST WITH RESPECT TO SUCH ENGINE OR TURBOPROP ENGINE UNDER A
CONTRACT OF SALE) WITH RESPECT TO EACH ENGINE OR TURBOPROP ENGINE AND ANY
RELATED LEASE INCLUDED IN THE ASSET BASE TO THE EFFECT THAT:
(I)
THE APPLICABLE ENGINE OWNER HAS GOOD TITLE TO SUCH ENGINE OR
TURBOPROP ENGINE AND THE RELATED LEASE, FREE AND CLEAR OF LIENS OTHER THAN
PERMITTED LIENS, AND THE LIEN AND INTERNATIONAL INTERESTS CREATED BY THE
MORTGAGE; AND
(II)
WITH RESPECT TO EACH ENGINE OR TURBOPROP ENGINE, THE BORROWER IS
IN COMPLIANCE WITH THE APPLICABLE REQUIREMENTS OF THE SECURITY AGREEMENT AND THE
MORTGAGE.
49
(K)
THE FINANCIAL INSTITUTIONS PARTY TO THE EXISTING CREDIT AGREEMENT
AS BANKS WHICH SHALL NOT BE CONTINUING AS BANKS UNDER THIS AGREEMENT (THE
"WITHDRAWING BANKS") SHALL HAVE EXECUTED AND DELIVERED PAY-OFF LETTERS IN FORM
SATISFACTORY TO THE AGENTS AND THE BORROWER, AND THE BORROWER SHALL HAVE PAID OR
SHALL, SIMULTANEOUSLY WITH THE MAKING OF THE LOANS HEREUNDER, PAY THE AMOUNTS TO
THE WITHDRAWING BANKS REQUIRED TO BE PAID PURSUANT THERETO.
(L)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED TRUE AND COMPLETE
COPIES OF ALL MATERIAL CONTRACTS, DULY CERTIFIED IN WRITING BY THE BORROWER.
(M)
THERE SHALL BE NO PENDING OR THREATENED SUIT, ACTION, INVESTIGATION
OR OTHER PROCEEDING WHICH, IN THE JUDGMENT OF THE ADMINISTRATIVE AGENT, WOULD OR
WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE BORROWER OR
THE WILLIS COMPANIES.
(N)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FOR ITSELF AND FOR
THE ACCOUNTS OF THE BANKS, ALL FEES, COSTS AND EXPENSES PAYABLE BY THE BORROWER,
TO THE EXTENT PAYABLE ON OR PRIOR TO THE CLOSING CONTEMPLATED HEREBY AND UNDER
THE LOAN DOCUMENTS AND THE BORROWER SHALL HAVE EXECUTED AND DELIVERED THE LETTER
AGREEMENT REFERRED TO IN SECTION 2.05(B).
(O)
ALL MATTERS RELATED TO THE FINANCIAL CONDITION, ASSETS,
LIABILITIES AND CREDITWORTHINESS OF THE BORROWER SHALL BE REASONABLY
SATISFACTORY TO THE AGENTS AND THE BANKS.
(P)
THERE SHALL NOT HAVE OCCURRED ANY MATERIAL ADVERSE CHANGE IN THE
CONDITION (FINANCIAL OR OTHERWISE, DETERMINED PURSUANT TO GAAP), OPERATIONS,
ASSETS, INCOME OR PROSPECTS OF THE BORROWER OR ITS SUBSIDIARIES SINCE DECEMBER
31, 2005.
SECTION 4.02.
CONDITIONS TO EACH LOAN.
THE OBLIGATION OF THE BANKS TO
MAKE LOANS HEREUNDER ON ANY BORROWING DATE SHALL BE SUBJECT TO THE FULFILLMENT
(TO THE SATISFACTION OF THE ADMINISTRATIVE AGENT) OF THE CONDITIONS SET FORTH IN
SECTION 4.01 AND THE FOLLOWING CONDITIONS PRECEDENT:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A NOTICE RELATING
TO THE BORROWING OF EACH LOAN TO BE MADE ON SUCH BORROWING DATE, (II) TO THE
EXTENT REQUIRED PURSUANT TO SECTION 2.02(A), AN ASSET BASE CERTIFICATE DATED AS
OF SUCH BORROWING DATE WHICH SHALL ESTABLISH TO THE SATISFACTION OF THE
ADMINISTRATIVE AGENT THAT THE ASSET BASE FOR THE BORROWER IS EQUAL TO OR GREATER
THAN THE OUTSTANDING PRINCIPAL AMOUNT OF ITS LOANS AFTER GIVING EFFECT TO THE