OPERATION OF THE AIRCRAFT
BY THE BORROWER, WHICH ORDERS, PERMITS, WAIVERS, EXEMPTIONS, AUTHORIZATIONS AND
APPROVALS HAVE BEEN DULY OBTAINED OR WILL PRIOR TO THE FUNDING DATE BE DULY
OBTAINED, AND WILL ON THE FUNDING DATE BE IN FULL FORCE AND EFFECT AND (2) ANY
SUCH AUTHORIZATION OR APPROVAL OR OTHER ACTION, NOTICE OR FILING TO THE EXTENT
REQUIRED TO BE GIVEN OR OBTAINED ONLY AFTER THE FUNDING DATE.
(IV)
EXCEPT FOR (1) THE FILING FOR RECORDING PURSUANT TO THE
TRANSPORTATION CODE OF THE MORTGAGE AND THE MORTGAGE SUPPLEMENT ATTACHED THERETO
AND MADE A PART THEREOF, (2) THE FILING OF FINANCING STATEMENTS (AND
CONTINUATION STATEMENTS AT PERIODIC INTERVALS) WITH RESPECT TO THE PERFECTION OF
THE SECURITY AND OTHER INTERESTS CREATED BY SUCH DOCUMENTS IN ACCORDANCE WITH
THE U.C.C. OF THE STATE OF MINNESOTA (WHICH FINANCING STATEMENTS THE BORROWER
HAS CAUSED OR IS IN THE PROCESS OF CAUSING TO BE PRESENTED IN DUE FORM FOR
FILING TO THE APPROPRIATE FILING OFFICE IN MINNESOTA) AND (3) THE TAKING OF
POSSESSION BY THE AGENT OF THE ORIGINAL COUNTERPARTS OF THE MORTGAGE AND THE
MORTGAGE
29
SUPPLEMENT COVERING THE AIRCRAFT, NO FURTHER ACTION, INCLUDING ANY FILING OR
RECORDING OF ANY DOCUMENT (INCLUDING ANY FINANCING STATEMENT IN RESPECT THEREOF
UNDER ARTICLE 9 OF THE U.C.C.), IS NECESSARY OR ADVISABLE IN ORDER TO ESTABLISH
OR PERFECT THE AGENT'S SECURITY INTEREST IN THE AIRCRAFT (GRANTED PURSUANT TO
THE MORTGAGE AND THE MORTGAGE SUPPLEMENT COVERING THE AIRCRAFT) AS AGAINST THE
BORROWER AND ANY THIRD PARTIES IN ANY APPLICABLE JURISDICTIONS IN THE UNITED
STATES.
(V)
THERE HAS NOT OCCURRED ANY DEFAULT OR AN EVENT OF DEFAULT WHICH IS
PRESENTLY CONTINUING AND THERE HAS NOT OCCURRED ANY EVENT WHICH CONSTITUTES OR
WOULD, WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE, OR BOTH, CONSTITUTE AN
EVENT OF LOSS.
(VI)
THIS AGREEMENT HAS BEEN, AND EACH OF THE OTHER LOAN DOCUMENTS TO
WHICH THE BORROWER WILL BE A PARTY WHEN DELIVERED HEREUNDER WILL HAVE BEEN, DULY
EXECUTED AND DELIVERED BY THE BORROWER. THIS AGREEMENT IS, AND EACH OF THE LOAN
DOCUMENTS TO WHICH THE BORROWER WILL BE A PARTY WHEN DELIVERED HEREUNDER WILL
BE, THE LEGAL, VALID AND BINDING OBLIGATION OF THE BORROWER ENFORCEABLE AGAINST
THE BORROWER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY
OR BY EQUITABLE PRINCIPLES RELATING TO ENFORCEABILITY.
(VII)
EXCEPT FOR THE CASE, THERE IS NO PENDING OR THREATENED ACTION,
SUIT, INVESTIGATION, LITIGATION OR PROCEEDING AFFECTING THE BORROWER OR ANY OF
ITS SUBSIDIARIES BEFORE ANY COURT, GOVERNMENTAL AGENCY OR ARBITRATOR THAT (1) IS
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON (A) THE BUSINESS,
CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS OR PROPERTIES OF THE BORROWER AND
ITS SUBSIDIARIES TAKEN AS A WHOLE, (B) THE RIGHTS AND REMEDIES OF THE AGENTS OR
ANY LENDER UNDER THE LOAN DOCUMENTS OR (C) THE ABILITY OF THE BORROWER TO
PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS OR (2) PURPORTS TO