BORROWER WITH
RESPECT TO CASH LIQUIDITY ON THE EFFECTIVE DATE, CERTIFIED AS OF THE EFFECTIVE
DATE AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT. CASH
LIQUIDITY ON THE EFFECTIVE DATE, AS EVIDENCED BY SUCH OFFICER'S CERTIFICATE,
SHALL NOT BE LESS THAN $3,430,000,000.
(B)
LIEN SEARCHES; INTERNATIONAL REGISTRY
SEARCHES. THE AGENT SHALL HAVE RECEIVED UCC, JUDGMENT AND TAX LIEN SEARCHES
CONDUCTED IN THE JURISDICTIONS IN WHICH THE BORROWER AND THE GUARANTORS ARE
INCORPORATED OR OTHERWISE ORGANIZED OR SUCH OTHER JURISDICTIONS AS THE AGENT MAY
REASONABLY REQUIRE AND LIEN SEARCHES CONDUCTED IN THE RECORDING OFFICE OF THE
FAA AND, WITH RESPECT TO THE APPLICABLE MORTGAGED AIRCRAFT COLLATERAL, LIEN
SEARCHES CONDUCTED WITH THE INTERNATIONAL REGISTRY AND "PRIORITY SEARCH
CERTIFICATES" (AS DEFINED IN THE REGULATIONS AND PROCEDURES FOR THE
INTERNATIONAL REGISTRY), ALL AS MAY BE REASONABLY SATISFACTORY TO THE AGENT
(DATED AS OF A DATE REASONABLY SATISFACTORY TO THE AGENT), REFLECTING THE
ABSENCE OF LIENS ON THE APPLICABLE MORTGAGED AIRCRAFT COLLATERAL OTHER THAN
LIENS PERMITTED HEREUNDER AND AS MAY BE REASONABLY SATISFACTORY TO THE AGENT AND
THE ABSENCE OF REGISTRATIONS ON THE INTERNATIONAL REGISTRY WITH RESPECT TO THE
APPLICABLE MORTGAGED AIRCRAFT COLLATERAL OTHER THAN THE REGISTRATIONS
CONTEMPLATED HEREIN, AND (IN THE CASE OF THE SEARCHES CONDUCTED AT THE RECORDING
OFFICE OF THE FAA AND THE INTERNATIONAL REGISTRY) INDICATING THAT THE BORROWER,
COMPASS OR MESABA, AS APPLICABLE, IS THE REGISTERED OWNER OF EACH OF THE
AIRCRAFT AND OTHER ASSETS INTENDED TO BE COVERED BY THE APPLICABLE AIRCRAFT
MORTGAGE.
45
(C)
FINANCIAL INFORMATION AND APPRAISALS.
THE
LENDERS SHALL HAVE RECEIVED AND BE SATISFIED WITH EACH APPRAISAL REPORT AND WITH
SUCH FINANCIAL INFORMATION AS MAY BE REASONABLY REQUESTED BY THE AGENT.
(D)
OPINIONS OF COUNSEL. THE AGENT AND THE
LENDERS SHALL HAVE RECEIVED FROM EACH OF THADDEUS J. MARCINIAK, ESQ., DORSEY &
WHITNEY LLP, DAUGHERTY, FOWLER, PEREGRIN, HAUGHT & JENSON AND NAGASHIMA OHNO &
TSUNEMATSU, COUNSEL TO THE BORROWER AND THE GUARANTORS, A WRITTEN OPINION,
ADDRESSED TO EACH OF THE SECURED CREDITORS, COVERING SUCH MATTERS AS MAY
REASONABLY BE REQUESTED BY THE AGENT, AND EACH SUCH OPINION SHALL HAVE BEEN
DELIVERED TO THE AGENT IN SUFFICIENT COUNTERPARTS FOR EACH LENDER.
(E)
SECURITY DOCUMENTS; FILING AND RECORDING.
ALL SECURITY DOCUMENTS (OR FINANCING STATEMENTS WITH RESPECT THERETO) SHALL HAVE
BEEN APPROPRIATELY FILED OR RECORDED TO THE SATISFACTION OF THE AGENT, AND THE
PRIORITY AND PERFECTION OF THE LIENS CREATED BY THE SECURITY DOCUMENTS SHALL
HAVE BEEN ESTABLISHED TO THE SATISFACTION OF THE AGENT AND ITS COUNSEL;
PROVIDED, HOWEVER, THAT THE CONDITIONS SET FORTH IN THIS SUBSECTION (E) WILL BE
DEEMED TO BE SATISFIED WITH RESPECT TO THE JAPANESE REAL PROPERTY ASSETS AS OF
THE DATE ON WHICH THE AGENT RECEIVES THE DOCUMENTS IDENTIFIED IN SUBSECTIONS
(A)(III)(I) AND (J) ABOVE.
WITHOUT LIMITING THE FOREGOING, THE AGENT SHALL HAVE
RECEIVED EVIDENCE SATISFACTORY TO IT OF THE FILING FOR RECORDATION WITH THE FAA
OF EACH OF THE AIRCRAFT MORTGAGES AND REGISTRATION WITH THE INTERNATIONAL
REGISTRY OF THE INTERNATIONAL INTERESTS, AS DEFINED IN THE CAPE TOWN CONVENTION,
INTENDED TO BE