LESSEE DOCUMENTS; HAS ITS JURISDICTION OF
ORGANIZATION (AS SUCH TERM IS USED IN ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE)
IN MINNESOTA; HOLDS ALL LICENSES, CERTIFICATES, PERMITS AND FRANCHISES FROM THE
APPROPRIATE AGENCIES OF THE UNITED STATES AND/OR ALL OTHER GOVERNMENTAL
AUTHORITIES HAVING JURISDICTION NECESSARY TO CONDUCT ITS BUSINESS AS PRESENTLY
CONDUCTED (OTHER THAN THOSE LICENSES, CERTIFICATES, PERMITS AND FRANCHISES
WHICH, IF NOT OBTAINED, WOULD NOT HAVE AN ADVERSE EFFECT ON THE CONSOLIDATED
BUSINESS ASSETS, PROPERTIES OR CONDITION (FINANCIAL OR OTHERWISE) OF LESSEE OR
ON THE ABILITY OF LESSEE TO PERFORM ITS OBLIGATIONS UNDER THE LESSEE DOCUMENTS);
AND HAS THE CORPORATE POWER AND AUTHORITY TO OWN OR HOLD UNDER THE LEASE ITS
PROPERTIES WHEREVER LOCATED OR USED AND TO ENTER INTO AND PERFORM ITS
OBLIGATIONS UNDER THE LESSEE DOCUMENTS;
(II)
THE EXECUTION, DELIVERY AND PERFORMANCE BY LESSEE OF THE LESSEE
DOCUMENTS TO WHICH LESSEE IS A PARTY WILL, ON THE COMMENCEMENT DATE, HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF LESSEE, DO NOT
REQUIRE ANY STOCKHOLDER APPROVAL, OR APPROVAL OR CONSENT OF ANY TRUSTEE OR
HOLDERS OF ANY INDEBTEDNESS OR OBLIGATIONS OF LESSEE EXCEPT SUCH AS HAVE BEEN
DULY OBTAINED OR BY THE COMMENCEMENT DATE WILL HAVE BEEN DULY OBTAINED, AND
NEITHER THE EXECUTION OR DELIVERY THEREOF OR THE CONSUMMATION BY LESSEE OF THE
TRANSACTIONS CONTEMPLATED THEREBY NOR THE COMPLIANCE BY LESSEE WITH ANY OF THE
TERMS AND PROVISIONS OF SUCH AGREEMENTS CONTRAVENES ANY LAW, JUDGMENT,
GOVERNMENT RULE, REGULATION OR ORDER BINDING ON LESSEE OR THE CERTIFICATE OF
A2-37
INCORPORATION OR BY-LAWS OF LESSEE OR CONTRAVENES THE PROVISIONS OF, OR
CONSTITUTES A DEFAULT UNDER, OR RESULTS IN THE CREATION OF ANY LIEN (OTHER THAN
PERMITTED LIENS) UPON THE PROPERTY OF LESSEE UNDER, ANY INDENTURE, MORTGAGE,
CONTRACT OR OTHER AGREEMENT TO WHICH LESSEE IS A PARTY OR BY WHICH IT OR ITS
PROPERTIES MAY BE BOUND OR AFFECTED;
(III)
NEITHER THE EXECUTION AND DELIVERY BY LESSEE OF THE LESSEE
DOCUMENTS TO WHICH LESSEE IS A PARTY NOR THE PERFORMANCE BY LESSEE OF ITS
OBLIGATIONS THEREUNDER REQUIRE THE CONSENT OR APPROVAL OF, THE GIVING OF NOTICE
TO, OR THE REGISTRATION WITH, OR THE TAKING OF ANY OTHER ACTION IN RESPECT OF,
ANY FEDERAL, STATE OR FOREIGN GOVERNMENT AUTHORITY OR AGENCY, EXCEPT FOR (A) THE
ORDERS, PERMITS, WAIVERS, EXEMPTIONS, AUTHORIZATIONS AND APPROVALS OF THE
REGULATORY AUTHORITIES HAVING JURISDICTION OVER THE OPERATION OF THE AIRCRAFT BY
LESSEE REQUIRED TO BE OBTAINED ON OR PRIOR TO THE COMMENCEMENT DATE, WHICH
ORDERS, PERMITS, WAIVERS, EXEMPTIONS, AUTHORIZATIONS AND APPROVALS HAVE BEEN
DULY OBTAINED AND ARE, OR WILL ON THE COMMENCEMENT DATE BE IN FULL FORCE AND
EFFECT, AND (B) SUCH CONSENTS, APPROVALS, NOTICES, REGISTRATIONS AND OTHER
ACTIONS REQUIRED BY THE TERMS OF THE LESSEE DOCUMENTS TO THE EXTENT REQUIRED TO
BE GIVEN OR OBTAINED ONLY AFTER THE COMMENCEMENT DATE;
(IV)
ON THE COMMENCEMENT DATE THE LESSEE DOCUMENTS TO WHICH LESSEE IS A
PARTY WILL EACH CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF LESSEE
ENFORCEABLE AGAINST LESSEE IN ACCORDANCE WITH THE TERMS