signature hereto. Borrower agrees that in any legal proceeding, a copy
of this Agreement and any other Loan Document kept in Lender's course of
business may be admitted into evidence as an original.
9.19
JURISDICTION AND VENUE. BORROWER KNOWINGLY, VOLUNTARILY, INTENTIONALLY
AND IRREVOCABLY (A) CONSENTS IN EACH ACTION AND OTHER LEGAL PROCEEDING COMMENCED
BY LENDER AND ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, ANY OF THE
LOANS, ANY OF THE NOTES OR ANY COLLATERAL RELATED HERETO TO THE JURISDICTION OF
ANY COURT THAT IS EITHER A COURT OF RECORD OF THE COMMONWEALTH OF PENNSYLVANIA
OR A COURT OF THE UNITED STATES LOCATED IN THE COMMONWEALTH OF PENNSYLVANIA AND
(B) WAIVES EACH OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR OTHER
LEGAL PROCEEDING.
9.20
WAIVER OF JURY TRIAL. BORROWER KNOWINGLY, VOLUNTARILY, INTENTIONALLY
AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO, AND IN, ANY
DISPUTE, CLAIM, DEMAND, ACTION OR OTHER LEGAL PROCEEDING OF ANY NATURE, RELATED
TO (A) THIS AGREEMENT, ANY OF THE LOANS, ANY RELATED LOAN DOCUMENTS OR ANY
COLLTERAL DOCUMENTS RELATED THERETO, (B) ANY TRANSACTION CONTEMPLATED IN ANY
SUCH DOCUMENTS OR (C) ANY NEGOTIATION, PERFORMANCE OR ENFORCEMENT OF THIS
AGREEMENT, ANY OF THE OBLIGATIONS, ANY OF THE RELATED LOAN DOCUMENTS OR ANY
COLLATERAL OR THE TRANSACTIONS RELATED THERETO. BORROWER ACKNOWLEDGES THAT IT
HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) BY
INDEPENDENT LEGAL COUNSEL AS NECESSARY AND APPROPRIATE.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be
signed by their duly authorized officers as of the date first written above.
ATTEST/WITNESS:
By: ________________________________________
Print Name: ________________________________
Print Title: _________________________________
Borrower:
SAKER AVIATION SERVICES, INC.
By: _____________________________________(SEAL)
Name: _________________________________________
Title: __________________________________________
Address: 20 South Street, Pier 6 East River
New York, NY 10004
Lender:
KEYBANK NATIONAL ASSOCIATION
By: _____________________________________________
Name: __________________________________________
Title: ___________________________________________
Address: 731 Chestnut Street
Emmaus PA 18049
03/12/2018 28995201
[SIGNATURE PAGE TO LOAN AGREEMENT]
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EXHIBIT A
FORM OF COMPLIANCE CERTIFICATE
[For the Fiscal Year Ended
, 20__]
[For the Fiscal Quarter Ended
, 20__]
The undersigned, the ______________________________ of SAKER AVIATION SERVICES,
INC. ("Borrower"), hereby certifies to KEYBANK NATIONAL ASSOCIATION ("Lender")
pursuant to the Loan Agreement effective as of March 15, 2018, entered into by
and between Borrower and Lender (together with all exhibits, schedules,
extensions, renewals, amendments, substitutions and replacements thereto and
thereof hereinafter the "Loan Agreement"), solely in his/her capacity as an
officer of Borrower and not in his personal capacity, as follows:
1.
The annual financial statements being delivered to Lender with this
Compliance Certificate are true, complete and correct and present fairly the
financial position of Borrower and the results of its operations and cash flows
for the period set forth above in conformance with GAAP consistently applied.
2.
No Event of Default exists on the date of this Compliance Certificate; no
Event of Default has occurred since the date of the