AND CASH FLOWS FOR SUCH FISCAL PERIOD THEN
ENDED, TO YEAR-END AUDIT ADJUSTMENTS, THE CONSOLIDATED FINANCIAL CONDITION OF
NAC AND ITS SUBSIDIARIES AS AT SUCH DATES AND THE CONSOLIDATED RESULTS OF THE
OPERATIONS OF NAC AND ITS SUBSIDIARIES FOR THE PERIOD ENDED ON SUCH DATES, ALL
IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY
APPLIED.
(VI)
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
ADMINISTRATIVE AGENT OR ANY LENDER UNDER THIS AGREEMENT OR (C) THE ABILITY OF
THE BORROWER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, OR (2) PURPORTS TO
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AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(VII)
THE BORROWER IS NOT ENGAGED IN THE BUSINESS OF EXTENDING CREDIT
FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK (WITHIN THE MEANING OF
REGULATION U ISSUED BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM).
(VIII)
THE FINAL ORDER IS IN FULL FORCE AND EFFECT AND HAS NOT BEEN
VACATED, REVERSED, MODIFIED, AMENDED OR STAYED IN ANY MANNER THAT AFFECTS THE
RIGHTS OR DUTIES OF AIRBUS OR ANY OF ITS AFFILIATES, IN EACH CASE, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE AGENT, AND THE BANKRUPTCY COURT HAS NOT GRANTED
RELIEF TO ANY PERSON THAT IS INCONSISTENT WITH THE TERM SHEET.
(B)
ON THE FUNDING DATE, THE BORROWER REPRESENTS AND WARRANTS AS SET FORTH IN
PARAGRAPHS (I), (V) AND (VII) OF SECTION 4.1(A) AS OF SUCH DATE AND AS FOLLOWS:
(I)
THE BORROWER HAS THE CORPORATE POWER AND AUTHORITY TO OWN THE
AIRCRAFT SECURING THE LOAN.
(II)
TAKING INTO ACCOUNT THE FINAL ORDER, THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE BORROWER OF EACH LOAN DOCUMENT TO WHICH IT IS OR WILL BE A
PARTY, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY, ARE WITHIN
THE BORROWER'S CORPORATE POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION, AND DO NOT CONTRAVENE (1) THE BORROWER'S CHARTER OR BY-LAWS OR
(2) ANY LAW OR ANY CONTRACTUAL RESTRICTION BINDING ON OR AFFECTING THE BORROWER
AND DO NOT RESULT IN OR REQUIRE THE CREATION OF ANY LIEN, SECURITY INTEREST OR
OTHER CHARGE OR ENCUMBRANCE (OTHER THAN PURSUANT TO THE MORTGAGE) UPON OR WITH
RESPECT TO ANY OF ITS PROPERTIES.
(III)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO
OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER THIRD PARTY IS REQUIRED
FOR THE DUE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF ANY LOAN
DOCUMENT TO WHICH IT IS OR WILL BE A PARTY, EXCEPT FOR (1) THE FINAL ORDER, (2)
THE ORDERS, PERMITS, WAIVERS, EXEMPTIONS, AUTHORIZATIONS AND APPROVALS OF THE
GOVERNMENTAL AUTHORITIES HAVING JURISDICTION OVER THE