OF NAC AND ITS SUBSIDIARIES AS AT
THE END OF THE MOST RECENT FISCAL QUARTER OF NAC (EXCLUDING THE FINAL FISCAL
QUARTER OF EACH FISCAL YEAR) FOR WHICH SUCH BALANCE SHEET IS AVAILABLE, AND THE
RELATED CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS OF NAC AND ITS
SUBSIDIARIES FOR THE FISCAL PERIOD THEN ENDED, DULY CERTIFIED BY THE CHIEF
FINANCIAL OFFICER OF NAC, COPIES OF WHICH HAVE BEEN FURNISHED TO THE
ADMINISTRATIVE AGENT, FAIRLY PRESENT, SUBJECT, IN THE CASE OF SAID BALANCE SHEET
AS AT THE END OF SUCH FISCAL QUARTER, AND SAID STATEMENTS OF OPERATIONS 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)
THERE IS NO PENDING OR THREATENED ACTION,
SUIT, INVESTIGATION, LITIGATION OR PROCEEDING AFFECTING THE BORROWER OR ANY OF
ITS SUBSIDIARIES BEFORE ANY COURT,
21
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 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).
(B)
ON THE DATE OF THE LOAN, 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)
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,