FUNDING OR INCREMENTAL FUNDING IN FORM AND
SUBSTANCE SATISFACTORY TO THE PURCHASERS' AGENT, A LOAN REQUEST SUBSTANTIALLY IN
THE FORM OF EXHIBIT A, AND CONTAINING SUCH ADDITIONAL INFORMATION AS MAY BE
REASONABLY REQUESTED BY THE PURCHASERS' AGENT; (B) ON THE DATE OF SUCH
TRANSACTION THE FOLLOWING STATEMENTS SHALL BE TRUE AND THE ISSUER SHALL BE
DEEMED TO HAVE CERTIFIED THAT:
(I)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTIONS 4.01 AND
4.02 ARE TRUE AND CORRECT ON AND AS OF SUCH DAY AS THOUGH MADE ON AND AS OF SUCH
DATE;
10
(II)
NO EVENT HAS OCCURRED AND IS CONTINUING, OR WOULD RESULT FROM
SUCH TRANSACTION WHICH CONSTITUTES AN EARLY AMORTIZATION EVENT;
(III)
ON AND AS OF SUCH DAY, AFTER GIVING EFFECT TO SUCH TRANSACTION,
THE OUTSTANDING CLASS B NOTE PRINCIPAL BALANCE DOES NOT EXCEED THE CLASS B NOTE
COMMITMENT AND THE OUTSTANDING AGGREGATE NOTE PRINCIPAL BALANCE DOES NOT EXCEED
THE SUM OF THE CLASS B NOTE COMMITMENT AND THE CLASS A NOTE COMMITMENT;
(IV)
ON AND AS OF SUCH DAY, THE ISSUER AND THE SERVICER EACH HAS
PERFORMED ALL OF THE AGREEMENTS CONTAINED IN THIS AGREEMENT TO BE PERFORMED BY
SUCH PERSON AT OR PRIOR TO SUCH DAY;
(V)
NO LAW OR REGULATION SHALL PROHIBIT, AND NO ORDER, JUDGMENT OR
DECREE OF ANY FEDERAL, STATE OR LOCAL COURT OR GOVERNMENTAL BODY, AGENCY OR
INSTRUMENTALITY SHALL PROHIBIT OR ENJOIN, THE MAKING OF SUCH LOAN, REMITTANCE OF
COLLECTIONS OR INCREMENTAL FUNDING BY THE CLASS B NOTE PURCHASERS IN ACCORDANCE
WITH THE PROVISIONS HEREOF;
(VI)
MCAFEE & TAFT SHALL HAVE DELIVERED TO THE PURCHASERS' AGENT ITS
WRITTEN OPINION, DATED THE APPLICABLE TRANSFER DATE, WHICH SHALL STATE THAT IT
MAY BE RELIED UPON BY SUBSEQUENT CLASS B NOTEHOLDERS, IN FORM AND SUBSTANCE
SATISFACTORY TO THE PURCHASERS' AGENT AND THE CLASS B NOTE PURCHASERS, WITH
RESPECT TO FAA AND RECORDATION MATTERS; AND
(VII)
ON THE DATE OF SUCH TRANSACTION, THE PURCHASERS' AGENT SHALL HAVE
RECEIVED SUCH OTHER APPROVALS, OPINIONS OR DOCUMENTS AS THE PURCHASERS' AGENT
MAY REASONABLY REQUIRE.
SECTION 3.03.
CONDITIONS PRECEDENT TO INITIAL FUNDING AND EACH INCREMENTAL
FUNDING.
THE INITIAL FUNDING AND EACH INCREMENTAL FUNDING ARE SUBJECT TO THE
CONDITION PRECEDENT, IN ADDITION TO THE CONDITIONS PRECEDENT SET FORTH IN
SECTION 3.02 HEREOF, THAT THE ISSUER SHALL HAVE DELIVERED, OR SHALL HAVE CAUSED
TO BE DELIVERED, TO EACH DESIGNATED RECIPIENT NAMED IN SCHEDULE G TO THE
INDENTURE SUPPLEMENT, EACH OF THE FUNDING DELIVERABLES SCHEDULED TO BE DELIVERED
THEREUNDER ON OR BEFORE THE FUNDING DATE OF SUCH FUNDING.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01.
REPRESENTATIONS AND WARRANTIES OF THE ISSUER.
THE ISSUER
REPRESENTS (AS OF THE EFFECTIVE DATE AND AS OF EACH DATE ON WHICH A LOAN IS MADE
BY THE CLASS B NOTEHOLDERS PURSUANT TO THE SUPPLEMENT, UNLESS OTHERWISE
INDICATED) AND WARRANTS TO, AND AGREES WITH, THE CLASS B NOTE PURCHASERS THAT:
(I)
THE ISSUER IS A LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE, WITH ITS
CHIEF EXECUTIVE OFFICE LOCATED