THE CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER OF THE BORROWER DATED AS
OF THE DATE HEREOF CERTIFYING THAT THERE SHALL HAVE OCCURRED NO DEFAULT OR EVENT
OF DEFAULT, THAT THE BORROWER IS IN COMPLIANCE WITH ALL OF ITS OBLIGATIONS UNDER
THE LOAN DOCUMENTS, THAT ALL OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT AT AND AS OF THE DATE HEREOF, AND
TO THE EFFECT OF THE MATTERS SET FORTH IN SUBPARAGRAPH (Q) HEREOF.
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COPIES OF ALL
CONSENTS AND AUTHORIZATIONS OF, PERMITS FROM OR FILINGS WITH, ANY GOVERNMENTAL
AUTHORITY OR OTHER PERSON REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY,
PERFORMANCE OR ENFORCEABILITY OF THE LOAN DOCUMENTS OR ANY PROVISION THEREOF AND
NO MATERIAL CHANGES IN GOVERNMENTAL REGULATIONS AFFECTING THE BORROWER, THE
AGENTS OR THE BANKS SHALL HAVE OCCURRED.
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, IN EACH CASE
REASONABLY SATISFACTORY TO IT, (I) A CERTIFIED LIEN SEARCH FOR THE STATE OF
DELAWARE AND THE STATE OF CALIFORNIA, (II) AN INTERNATIONAL REGISTRY SEARCH WITH
RESPECT TO EACH ENGINE; (III) AN FAA SEARCH WITH RESPECT TO EACH ENGINE AND
(IV) A FEDERAL TAX LIEN SEARCH WITH RESPECT TO THE BORROWER AND EACH OF ITS
SUBSIDIARIES, AND THE SECURITY AGENT SHALL HOLD A PERFECTED, FIRST PRIORITY LIEN
ON ALL COLLATERAL.
(I)
UCC FINANCING STATEMENTS IN RECORDABLE FORM, NAMING THE SECURITY
AGENT AS SECURED PARTY AND SECURITY AGENT FOR THE BENEFIT OF THE BANKS IN ORDER
TO PERFECT AND PRESERVE THE SECURITY AGENT'S FIRST PRIORITY LIEN ON THE
COLLATERAL SHALL HAVE BEEN FILED IN SUCH STATES IN THE UNITED STATES OF AMERICA
AS REQUIRED, IN THE JUDGMENT OF THE ADMINISTRATIVE AGENT, TO PERFECT THE LIEN OF
THE SECURITY AGENT IN ALL UCC COLLATERAL, AND THE LIEN AND INTERNATIONAL
INTEREST (OR PROSPECTIVE INTERNATIONAL INTEREST) OF THE MORTGAGE WITH RESPECT TO
THE ENGINES AND TURBOPROP ENGINES AND LEASES WITH RESPECT THERETO OWNED BY THE
BORROWER AND EACH SUBSIDIARY (OTHER THAN WEST AND THE WEST SUBSIDIARIES) AS OF
THE DATE OF THIS AGREEMENT SHALL HAVE BEEN REGISTERED WITH THE INTERNATIONAL
REGISTRY AND THE FAA; PROVIDED THAT IF THE INTERNATIONAL REGISTRY DOES NOT THEN
PROVIDE AS A "DROP DOWN" REGISTRATION CATEGORY THE SERIAL NUMBER OF ANY ENGINE
OR TURBOPROP ENGINE TO BE REGISTERED, THEN THE BORROWER SHALL REGISTER THE SAME
BY "FREE TEXT" NOTATION IN THE INTERNATIONAL REGISTRY AND SHALL SUBSEQUENTLY
REGISTER SUCH ENGINE OR TURBOPROP ENGINE IN ITS SERIAL NUMBER CATEGORY AS SOON
AS SUCH REGISTRATION CATEGORY IS AVAILABLE ON THE INTERNATIONAL REGISTRY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL FILINGS WITH THE UNITED
STATES PATENT AND TRADEMARK OFFICE NECESSARY OR DESIRABLE TO PERFECT THE
SECURITY AGENT'S LIEN ON ALL PATENTS AND TRADEMARKS OF THE BORROWER SHALL HAVE
BEEN COMPLETED (AND THE SECURITY AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY
TO IT OF SUCH COMPLETION.
(J)
THE FOLLOWING STATEMENTS SHALL BE TRUE, AND THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED EVIDENCE REASONABLY SATISFACTORY TO IT (INCLUDING,
WITH RESPECT TO EACH ENGINE AND TURBOPROP