ANY TIME,
EXCEED THE LESSER OF THE AGGREGATE FACILITY OR THE BORROWING BASE.
EACH
REVOLVING LOAN SHALL BE MADE AND MAINTAINED AT THE BANK'S LENDING OFFICE.
SUBJECT TO THE LIMITATIONS SET FORTH ABOVE, AND THE TERMS AND CONDITIONS OF THIS
AGREEMENT, AMOUNTS BORROWED AND REPAID BY BORROWER PURSUANT TO THIS SECTION 2.1
MAY BE REBORROWED.
SECTION 2.2.
DISBURSEMENT PROCEDURES FOR ALL
LOANS.
THE BORROWER SHALL GIVE THE BANK NOTICE (IN WRITING) OF ITS REQUEST FOR
ANY LOAN NOT LATER THAN 10:00 A.M. (GRAND RAPIDS, MICHIGAN TIME) ON THE BUSINESS
DAY PRIOR TO THE DATE SUCH LOAN IS TO BE DISBURSED.
THE NOTICE SHALL BE IN A
FORM PROVIDED BY THE BANK, AND SHALL SPECIFY (A) THE DATE OF THE LOAN, (B) THE
AMOUNT OF THE LOAN, (C) THE ACCOUNT OF THE BORROWER, THE GUARANTOR OR ANY OTHER
SUBSIDIARY OF THE GUARANTOR INTO WHICH THE LOAN IS TO BE DISBURSED, (D) THE
BORROWING DATE (WHICH SHALL BE A BUSINESS DAY) AND (E) SHALL INCLUDE A CURRENT
BORROWING BASE REPORT.
EACH REQUEST FOR A LOAN SHALL AUTOMATICALLY CONSTITUTE A
REPRESENTATION AND WARRANTY BY THE BORROWER THAT, AS OF THE DATE OF THE
DISBURSEMENT, ALL CONDITIONS PRECEDENT TO THE MAKING OF SUCH ADVANCE HAVE BEEN
SATISFIED, AND THAT NO EVENT OF DEFAULT EXISTS.
PROCEEDS OF ANY LOAN SHALL, IF
REQUIRED BY THE BANK, BE DISBURSED TO AN ESCROW AGENT ACCEPTABLE TO THE BANK,
WITH INSTRUCTIONS TO FIRST PAY ALL LIENS AND ADVERSE INTERESTS IN THE AIRCRAFT
TO BE ACQUIRED, AND THEN PAY THE BALANCE TO BORROWER, OR IN SUCH OTHER MANNER
ACCEPTABLE TO BORROWER AND THE ESCROW AGENT.
PROVIDED THAT ALL CONDITIONS
PRECEDENT TO DISBURSEMENT ARE SATISFIED, AND PROVIDED THAT THE REQUESTED LOAN
CAN BE MADE IN ACCORDANCE WITH THE LIMITATIONS CONTAINED IN THIS AGREEMENT, THE
BANK SHALL DISBURSE THE REQUESTED LOAN IN IMMEDIATELY AVAILABLE FUNDS ON THE
BORROWING DATE.
SECTION 2.3.
DEPOSITS TO BORROWER'S ACCOUNT.
ABSENT DIRECTION TO THE CONTRARY FROM THE BORROWER, THE BANK SHALL HAVE THE
RIGHT TO DEPOSIT ANY LOAN DISBURSEMENT IN THE BORROWER'S CASH CONCENTRATION
ACCOUNT MAINTAINED AT BANK OF AMERICA, N.A. IN THE BORROWER'S NAME.
11
SECTION 2.4.
COLLATERAL AND GUARANTIES.
THE
OBLIGATIONS SHALL BE SECURED AS FOLLOWS:
(A)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.4
ABOVE, ALL OBLIGATIONS SHALL BE SECURED BY (I) A FIRST PRIORITY SECURITY
INTEREST IN ALL AIRCRAFT NOW OWNED OR HEREINAFTER ACQUIRED BY THE BORROWER, AND
INCLUDED IN THE BORROWING BASE, AND (II) A FIRST PRIORITY SECURITY INTEREST IN
EVERY LEASE AGREEMENT PURSUANT TO WHICH ANY AIRCRAFT INCLUDED IN THE BORROWING
BASE IS LEASED TO ANY THIRD PARTY, INCLUDING PRESIDENTIAL OR ANY OTHER
SUBSIDIARY OF THE GUARANTOR.
BORROWER SHALL EXECUTE AND DELIVER TO THE BANK ALL
DOCUMENTS, CERTIFICATES AND INSTRUMENTS TO CREATE, PERFECT AND ESTABLISH THE
PRIORITY OF ANY SECURITY INTEREST REQUIRED BY THE BANK PURSUANT TO THIS
PARAGRAPH.
FOR PURPOSES OF THIS SECTION 2.4, ALL AIRCRAFT LISTED ON THE
ATTACHED EXHIBIT C SHALL BE PLEDGED AS COLLATERAL FOR THE OBLIGATIONS AS OF THE
CLOSING DATE.
(B)
THE LOANS SHALL BE