AFFECT THE
LEGALITY, VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY LOAN DOCUMENT OR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(VIII)
NO PROCEEDS OF THE LOAN WILL BE USED TO PURCHASE OR CARRY ANY
MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR
CARRYING ANY MARGIN STOCK.
(IX)
THE BORROWER HAS GOOD TITLE TO THE AIRCRAFT, FREE AND CLEAR OF
LIENS OTHER THAN THE PERMITTED LIENS. THE AIRCRAFT HAS BEEN DULY CERTIFIED BY
THE FAA AS TO TYPE AND AIRWORTHINESS, HAS BEEN INSURED BY THE BORROWER IN
ACCORDANCE WITH THE TERMS OF THE MORTGAGE AND IS IN THE CONDITION AND STATE OF
REPAIR REQUIRED UNDER THE TERMS OF THE MORTGAGE.
(X)
THE AGENT, AS SECURED PARTY UNDER THE MORTGAGE, IS ENTITLED TO
THE PROTECTION OF SECTION 1110 OF THE BANKRUPTCY CODE IN CONNECTION WITH ITS
RIGHT TO TAKE POSSESSION OF THE AIRFRAME AND ENGINES SECURING THE LOAN IN THE
EVENT OF A CASE UNDER CHAPTER 11 OF THE BANKRUPTCY CODE (INCLUDING THE CASE) IN
WHICH THE BORROWER IS A DEBTOR. PURSUANT TO SUBSECTIONS 364(C)(2) AND (3) OF THE
BANKRUPTCY CODE AND THE FINAL ORDER, ALL AMOUNTS OWING BY THE BORROWER TO THE
LENDERS UNDER ANY LOAN DOCUMENT ARE SECURED BY A FIRST PRIORITY PERFECTED LIEN
ON THE COLLATERAL.
30
(XI)
EXCEPT FOR ANY DEFAULTS ARISING OUT OF OR IN CONNECTION WITH THE
CASE OR RELATED TO THE BORROWER'S FINANCIAL CONDITION, THE BORROWER IS NOT IN
MATERIAL DEFAULT UNDER ANY MATERIAL FINANCING (INCLUDING, WITHOUT LIMITATION,
EITHER OF THE A330 FINANCINGS, IF AIRBUS FINANCE COMPANY LIMITED OR AN AFFILIATE
REMAINS AT RISK THEREUNDER, THE FINANCING UNDER THE AFS TERM LOAN IF AFS OR AN
AFFILIATE REMAINS AT RISK THEREUNDER, ANY LEASE FINANCING PURSUANT TO AN AL
SUBLEASE, IF AIRBUS LEASING IV OR AN AFFILIATE REMAINS AT RISK THEREUNDER, OR
ANY EETC PARTICIPATION, IF AIRBUS OR AN AFFILIATE REMAINS AT RISK THEREUNDER) OR
UNDER THE AIRBUS A319 PURCHASE AGREEMENT, THE AIRBUS A330 PURCHASE AGREEMENT OR
ANY OTHER PURCHASE AGREEMENT.
ARTICLE V
COVENANTS OF THE BORROWER
SECTION 5.1.
Affirmative Covenants. So long as the Loan shall remain unpaid,
the Borrower will:
(a)
Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to
comply, in all respects, with all applicable laws, rules, regulations and orders
other than those the noncompliance with which would not have a material adverse
effect on the Consolidated business, assets, properties or condition (financial
or otherwise) of the Borrower and its Subsidiaries taken as a whole or on the
ability of the Borrower to perform its obligations under any Loan Document to
which it is a party.
(b)
Payment of Taxes, Etc. Unless payment thereof is precluded by the Case, pay
and discharge, and cause each of its Subsidiaries to pay and discharge, before
the same shall become delinquent, (i) all taxes, assessments and governmental
charges or levies imposed upon it or upon its property and (ii) all lawful
claims that, if unpaid, might become a Lien upon its property,