UNDER THE LAWS OF THE STATE OF ITS FORMATION, AND
EACH STATE OR COUNTRY IN WHICH IT IS REQUIRED TO BE QUALIFIED TO DO BUSINESS AND
WHERE A FAILURE TO SO QUALIFY WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS, OPERATIONS, ASSETS OR CONDITION, FINANCIAL OR OTHERWISE, OF THE
BORROWER.
(VII)
LIEN DISCHARGES.
SUCH TERMINATION STATEMENTS
AND OTHER DOCUMENTS AS THE BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO
DISCHARGE ALL OUTSTANDING LIENS ON THE COLLATERAL (WITH THE EXCEPTION OF
PERMITTED LIENS), SHALL HAVE BEEN FILED IN ALL JURISDICTIONS THAT THE BANK DEEMS
NECESSARY OR ADVISABLE.
(VIII)
DOCUMENTATION WITH RESPECT TO COLLATERAL.
SUCH
POLICIES OF TITLE INSURANCE, LIEN AND SECURITY INTEREST SEARCHES AND OTHER
DOCUMENTS AND INSTRUMENTS AS THE BANK MAY REASONABLY REQUIRE TO EVIDENCE THE
PERFECTION AND PRIORITY OF ITS LIENS AND SECURITY INTERESTS IN THE COLLATERAL.
NOTWITHSTANDING THE FOREGOING, NO TITLE SEARCH OR POLICY OF TITLE INSURANCE
SHALL BE REQUIRED WITH RESPECT TO AIRCRAFT PLEDGED TO THE BANK AS COLLATERAL FOR
THE OBLIGATIONS, UNLESS AND UNTIL SUCH AIRCRAFT ARE INCLUDED IN THE BORROWING
BASE.
(IX)
INSURANCE CERTIFICATES.
CERTIFICATES OF
INSURANCE AND, IF REQUESTED BY THE BANK, COPIES OF INSURANCE POLICIES IN FORM
REASONABLY SATISFACTORY TO BANK INDICATING THE COVERAGES AND CONDITIONS REQUIRED
BY THE SECURITY AGREEMENTS. NOTWITHSTANDING THE FOREGOING, PROOF OF THE
23
INSURANCE COVERAGE DESCRIBED ABOVE SHALL NOT BE REQUIRED FOR AIRCRAFT PLEDGED TO
THE BANK AS COLLATERAL FOR THE OBLIGATIONS UNLESS AND UNTIL SUCH AIRCRAFT ARE
INCLUDED IN THE BORROWING BASE.
(X)
APPRAISALS.
THE BANK SHALL HAVE RECEIVED
SATISFACTORY APPRAISALS OF EACH AIRCRAFT PROPOSED BY BORROWER FOR INCLUSION IN
THE BORROWING BASE AS OF THE CLOSING DATE, PERFORMED BY AN APPRAISER ACCEPTABLE
TO THE BANK, AND THE BANK ACKNOWLEDGES THAT IT HAS RECEIVED SATISFACTORY
APPRAISALS FOR ALL SUCH AIRCRAFT.
(XI)
REPRESENTATIONS AND WARRANTIES. ALL
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR ANY RELATED
DOCUMENTS SHALL BE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS AS OF THE CLOSING
DATE.
(XII)
FINAL CREDIT REVIEW AND APPROVAL.
THE BANK
SHALL HAVE COMPLETED ITS FINAL CREDIT REVIEW OF BORROWER AND THE GUARANTOR,
INCLUDING A REVIEW OF ALL OUTSTANDING LIABILITIES AND CONTINGENT LIABILITIES,
AND THE BANK SHALL BE SATISFIED WITH THE RESULTS OF THAT REVIEW.
(XIII)
OTHER.
SUCH OTHER DOCUMENTS AS THE BANK MAY, IN
ITS SOLE DISCRETION, REQUEST.
SECTION 9.2.
WAIVER OF CONDITIONS PRECEDENT TO
LOAN.
THE WAIVER BY THE BANK WITH RESPECT TO ANY LOAN OF ITS RIGHT TO RECEIVE
ONE OR MORE OF THE DOCUMENTS, INSTRUMENTS, APPROVALS AND OPINIONS REQUIRED TO BE
DELIVERED TO THE BANK UNDER THIS ARTICLE IX AS A CONDITION PRECEDENT TO THE
MAKING OF ANY LOAN AND/OR THE WAIVER BY THE BANK OF ANY OTHER CONDITION OR
CONDITIONS PRECEDENT TO THE MAKING OF SUCH LOAN, WHETHER CONTAINED IN THIS
ARTICLE IX, ELSEWHERE IN THIS AGREEMENT OR IN ANY OF THE RELATED DOCUMENTS,
SHALL NOT RELIEVE THE BORROWER OF ITS OBLIGATION TO DELIVER TO THE BANK ALL SUCH
DOCUMENTS, INSTRUMENTS, APPROVALS AND OPINIONS AND TO COMPLY WITH ALL SUCH OTHER
CONDITIONS,