Common use of Additional Borrowing Conditions Clause in Contracts

Additional Borrowing Conditions. The funding by the Lenders of the Borrowing to occur on or after the Closing Date (such date of funding, the “Funding Date”) is additionally subject to the satisfaction of the following conditions:‌ (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender; (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Funding Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);‌ (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;‌ (d) on the Funding Date (and after giving pro forma effect to the Borrowing on the Funding Date and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) on or prior to the Funding Date, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral; (f) the Initial Lender shall have received (i) UCC, and upon the request of the Initial Lender, Intellectual Property and other lien searches conducted in the jurisdictions and offices where liens on material assets of the Credit Parties are required to be filed or recorded and (ii) to the extent Collateral consists of (x) Aircraft and Engine Assets (as defined in the Pledge and Security Agreement), aircraft registry lien searches conducted with the FAA and the International Registry, and (y) Spare Part Assets (as defined in the Pledge and Security Agreement), registry lien searches conducted with the FAA (with reference to each Designated Spare Parts Location set forth on Schedule 2.1 of the Pledge and Security Agreement), in each case, reflecting the absence of Liens on the assets of the Credit Parties, other than Permitted Liens or Liens to be discharged on or prior to the Funding Date pursuant to documentation satisfactory to the Initial Lender; (g) each Credit Party shall have, and shall have caused its Subsidiaries to take any action and execute and deliver, or cause to be executed and delivered, any agreement, document or instrument required in order to create a valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (including delivery of UCC financing statements in appropriate form for filing under the UCC and of the Intellectual Property security agreements included in the Required Filings and entering into control agreements); and (h) the Initial Lender and the applicable Agent or Agents shall have received all opinions of counsel to the Credit Parties, as required under any Security Document, that is acceptable to the Initial Lender, addressed to the Initial Lender and the applicable Agent or Agents and dated the Funding Date, in form and substance satisfactory to the Initial Lender and the applicable Agent (and the Parent hereby instructs such counsel to deliver such opinions to such Persons). Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Additional Borrowing Conditions. The funding by the Lenders of the Borrowing to occur on or after the Closing Date (such date of funding, the “Funding Date”) is additionally subject to the satisfaction of the following conditions:‌ (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender; (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Funding Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);‌ (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;‌ (d) on the Funding Date (and after giving pro forma effect to the Borrowing Borrower on the Funding Date and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) on or prior to the Funding Date, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral; (f) the Initial Lender shall have received (i) UCC, and upon the request of the Initial Lender, Intellectual Property and other lien searches conducted in the jurisdictions and offices where liens on material assets of the Credit Parties are required to be filed or recorded and (ii) to the extent Collateral consists of (x) Aircraft and Engine Assets (as defined in the Pledge and Security Agreement), aircraft registry lien searches conducted with the FAA and the International Registry, and (y) Spare Part Assets (as defined in the Pledge and Security Agreement), registry lien searches conducted with the FAA (with reference to each Designated Spare Parts Location set forth on Schedule 2.1 of the Pledge and Security Agreement), in each case, reflecting the absence of Liens on the assets of the Credit Parties, other than Permitted Liens or Liens to be discharged on or prior to the Funding Date pursuant to documentation satisfactory to the Initial Lender; (g) each Credit Party shall have, and shall have caused its Subsidiaries to take any action and execute and deliver, or cause to be executed and delivered, any agreement, document or instrument required in order to create a valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (including delivery of UCC financing statements in appropriate form for filing under the UCC and of the Intellectual Property security agreements included in the Required Filings and entering into control agreements); and (h) the Initial Lender and the applicable Agent or Agents shall have received all opinions of counsel to the Credit Parties, as required under any Security Document, that is acceptable to the Initial Lender, addressed to the Initial Lender and the applicable Agent or Agents and dated the Funding Date, in form and substance satisfactory to the Initial Lender and the applicable Agent (and the Parent hereby instructs such counsel to deliver such opinions to such Persons). Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Additional Borrowing Conditions. The funding by the Lenders of the Borrowing to occur on or after the Closing Date (such date of funding, the “Funding Date”) is additionally subject to the satisfaction of the following conditions:‌ (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender; (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Funding Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);‌ (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;‌ (d) on the Funding Date (and after giving pro forma effect to the Borrowing on the Funding Date and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) on or prior to the Funding Date, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral; (f) the Initial Lender shall have received a true, correct and complete copy of the certificate of formation, certificate of incorporation or equivalent document of formation of each Credit Party as currently in effect, along with any amendments thereto, as certified by the secretary of state in the applicable jurisdiction of organization of such Credit Party; (g) the Initial Lender shall have received (i) UCC, and upon the request of the Initial Lender, Intellectual Property and other lien searches conducted in the jurisdictions and offices where liens on material assets of the Credit Parties are required to be filed or recorded and (ii) to the extent Collateral consists of (x) Aircraft and Engine Assets (as defined in the Pledge and Security Agreement), aircraft registry lien searches conducted with the FAA and the International Registry, and (y) Spare Part Assets (as defined in the Pledge and Security Agreement), registry lien searches conducted with the FAA (with reference to each Designated Spare Parts Location set forth on Schedule 2.1 of the Pledge and Security Agreement), in each case, reflecting the absence of Liens on the assets of the Credit Parties, other than Permitted Liens or Liens to be discharged on or prior to the Funding Date pursuant to documentation satisfactory to the Initial Lender; (gh) the Initial Lender and the applicable Agent or Agents shall have received all opinions of counsel to the Credit Parties, as required under any Security Document, that is acceptable to the Initial Lender, addressed to the Initial Lender and the applicable Agent or Agents and dated the Funding Date, in form and substance satisfactory to the Initial Lender and the applicable Agent (and the Parent hereby instructs such counsel to deliver such opinions to such Persons); and (i) each Credit Party shall have, and shall have caused its Subsidiaries to take any action and execute and deliver, or cause to be executed and delivered, any agreement, document or instrument required in order to create a valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (including delivery of UCC financing statements in appropriate form for filing under the UCC and of the Intellectual Property security agreements included in the Required Filings and entering into control agreements); and (h) the Initial Lender and the applicable Agent or Agents shall have received all opinions of counsel to the Credit Parties, as required under any Security Document, that is acceptable to the Initial Lender, addressed to the Initial Lender and the applicable Agent or Agents and dated the Funding Date, in form and substance satisfactory to the Initial Lender and the applicable Agent (and the Parent hereby instructs such counsel to deliver such opinions to such Persons). Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Additional Borrowing Conditions. The funding by the Lenders of the Borrowing to occur on or after the Closing Date (such date of funding, the “Funding Date”) is additionally subject to the satisfaction of the following conditions:‌ (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender; (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Funding Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);‌ (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;‌ (d) on the Funding Date (and after giving pro forma effect to the Borrowing on the Funding Date and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) on or prior to the Funding Date, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral; (f) each Credit Party shall have, and shall have caused its Subsidiaries to, take any action and execute and deliver, or cause to be executed and delivered, any agreement, document or instrument required in order to create a valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (including delivery of UCC financing statements in appropriate form for filing under the UCC and of the Intellectual Property security agreements included in the Required Filings and entering into control agreements). In addition, the Credit Parties shall have delivered a completed Perfection Certificate (as defined in the Pledge and Security Agreement); and (g) the Initial Lender shall have received (i) UCC, and upon the request of the Initial Lender, Intellectual Property and other lien searches conducted in the jurisdictions and offices where liens on material assets of the Credit Parties are required to be filed or recorded and (ii) to the extent Collateral consists of (x) Aircraft and Engine Assets (as defined in the Pledge and Security Agreement), aircraft registry lien searches conducted with the FAA and the International Registry, and (y) Spare Part Assets (as defined in the Pledge and Security Agreement), registry lien searches conducted with the FAA (with reference to each Designated Spare Parts Location set forth on Schedule 2.1 of the Pledge and Security Agreement), in each case, reflecting the absence of Liens on the assets of the Credit Parties, other than Permitted Liens or Liens to be discharged on or prior to the Funding Closing Date pursuant to documentation satisfactory to the Initial Lender; (g) each Credit Party shall have, and shall have caused its Subsidiaries to take any action and execute and deliver, or cause to be executed and delivered, any agreement, document or instrument required in order to create a valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (including delivery of UCC financing statements in appropriate form for filing under the UCC and of the Intellectual Property security agreements included in the Required Filings and entering into control agreements); and (h) the Initial Lender and the applicable Agent or Agents shall have received all opinions of counsel to the Credit Parties, as required under any Security Document, that is acceptable to the Initial Lender, addressed to the Initial Lender and the applicable Agent or Agents and dated the Funding Date, in form and substance satisfactory to the Initial Lender and the applicable Agent (and the Parent hereby instructs such counsel to deliver such opinions to such Persons). Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Additional Borrowing Conditions. The funding by the Lenders of the Borrowing to occur on or after the Closing Date (such and the date of funding, the “Funding Date”) any Borrowing is additionally subject to the satisfaction of the following conditions:‌conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial LenderLender (solely to the extent the Initial Lender is a Lender at the time of such Borrowing); (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Funding Date date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);‌date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;‌thereof; (d) on the Funding Date date of the funding of such Borrowing (and after giving pro forma effect to the Borrowing on the Funding Date thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (f) on or prior to the Funding Datedate of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral; (f) the Initial Lender shall have received (i) UCC, and upon the request of the Initial Lender, Intellectual Property and other lien searches conducted in the jurisdictions and offices where liens on material assets of the Credit Parties are required to be filed or recorded and (ii) to the extent Collateral consists of (x) Aircraft and Engine Assets (as defined in the Pledge and Security Agreement), aircraft registry lien searches conducted with the FAA and the International Registry, and (y) Spare Part Assets (as defined in the Pledge and Security Agreement), registry lien searches conducted with the FAA (with reference to each Designated Spare Parts Location set forth on Schedule 2.1 of the Pledge and Security Agreement), in each case, reflecting the absence of Liens on the assets of the Credit Parties, other than Permitted Liens or Liens to be discharged on or prior to the Funding Date pursuant to documentation satisfactory to the Initial Lender; (g) each Credit Party shall have, and shall have caused its Subsidiaries to take any action and execute and deliver, or cause to be executed and delivered, any agreement, document or instrument required in order to create a valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (including delivery of UCC financing statements in appropriate form for filing under the UCC and of the Intellectual Property security agreements included in the Required Filings and entering into control agreements); and (h) the Initial Lender and the applicable Agent or Agents shall have received all opinions of counsel to the Credit Parties, as required under any Security Document, that is acceptable to the Initial Lender, addressed to the Initial Lender and the applicable Agent or Agents and dated the Funding Date, in form and substance satisfactory to the Initial Lender and the applicable Agent (and the Parent hereby instructs such counsel to deliver such opinions to such Persons). Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Additional Borrowing Conditions. The funding by the Lenders of the Borrowing to occur on or after the Closing Date (such date of funding, the “Funding Date”) is additionally subject to the satisfaction of the following conditions:‌conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender; (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Funding Date date of such Borrowing (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);‌date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;‌thereof; (d) on the Funding Date date of the funding of such Borrowing (and after giving pro forma effect to the Borrowing on the Funding Date thereto and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) the Initial Lender shall have received satisfactory evidence that (x) each Material Loyalty Program Agreement has and (y) Loyalty Program Agreements representing 90% of Loyalty Program Revenues (excluding revenues generated under any Loyalty Subscription Program) in the aggregate over the immediately preceding twelve (12) calendar month period then ended have, in each case, an expiration date that is at least six (6) months after the Maturity Date; (f) on the date of such Borrowing, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change; and (g) on or prior to the Funding Datedate of such Borrowing, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral; (f) the Initial Lender shall have received (i) UCC, and upon the request of the Initial Lender, Intellectual Property and other lien searches conducted in the jurisdictions and offices where liens on material assets of the Credit Parties are required to be filed or recorded and (ii) to the extent Collateral consists of (x) Aircraft and Engine Assets (as defined in the Pledge and Security Agreement), aircraft registry lien searches conducted with the FAA and the International Registry, and (y) Spare Part Assets (as defined in the Pledge and Security Agreement), registry lien searches conducted with the FAA (with reference to each Designated Spare Parts Location set forth on Schedule 2.1 of the Pledge and Security Agreement), in each case, reflecting the absence of Liens on the assets of the Credit Parties, other than Permitted Liens or Liens to be discharged on or prior to the Funding Date pursuant to documentation satisfactory to the Initial Lender; (g) each Credit Party shall have, and shall have caused its Subsidiaries to take any action and execute and deliver, or cause to be executed and delivered, any agreement, document or instrument required in order to create a valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (including delivery of UCC financing statements in appropriate form for filing under the UCC and of the Intellectual Property security agreements included in the Required Filings and entering into control agreements); and (h) the Initial Lender and the applicable Agent or Agents shall have received all opinions of counsel to the Credit Parties, as required under any Security Document, that is acceptable to the Initial Lender, addressed to the Initial Lender and the applicable Agent or Agents and dated the Funding Date, in form and substance satisfactory to the Initial Lender and the applicable Agent (and the Parent hereby instructs such counsel to deliver such opinions to such Persons). Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Additional Borrowing Conditions. The funding by the Lenders of the Borrowing to occur on or after the Closing Date (such date of funding, the “Funding Date”) is additionally subject to the satisfaction of the following conditions:‌conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender; (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Funding Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);‌date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;‌thereof; (d) on the Funding Date (and after giving pro forma effect to the Borrowing on the Funding Date and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) on or prior to the Funding Date, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral; (f) the Initial Lender shall have received (i) UCC, and upon the request of the Initial Lender, Intellectual Property and other lien searches conducted in the jurisdictions and offices where liens on material assets of the Credit Parties are required to be filed or recorded and (ii) to the extent Collateral consists of (x) Aircraft and Engine Assets (as defined in the Pledge and Security Agreement), aircraft registry lien searches conducted with the FAA and the International Registry, and (y) Spare Part Assets (as defined in the Pledge and Security Agreement), registry lien searches conducted with the FAA (with reference to each Designated Spare Parts Location set forth on Schedule 2.1 of the Pledge and Security Agreement), in each case, reflecting the absence of Liens on the assets of the Credit Parties, other than Permitted Liens or Liens to be discharged on or prior to the Funding Date pursuant to documentation satisfactory to the Initial Lender; (g) each Credit Party shall have, and shall have caused its Subsidiaries to take any action and execute and deliver, or cause to be executed and delivered, any agreement, document or instrument required in order to create a valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (including delivery of UCC financing statements in appropriate form for filing under the UCC and of the Intellectual Property security agreements included in the Required Filings and entering into control agreements); and (h) the The Initial Lender and the applicable Agent or Agents shall have received all opinions of counsel to the Credit Parties, (including any additional opinions of counsel as required under any Security Document, ) to the Credit Parties that is acceptable to the Initial Lender, addressed to the Initial Lender and the applicable Agent or Agents and dated the Funding Closing Date, in form and substance satisfactory to the Initial Lender and the applicable Agent (and the Parent hereby instructs such counsel to deliver such opinions to such Persons); and (g) The Borrower shall have paid all reasonable fees, expenses and other amounts due to the Account Bank (as defined in the Deposit Account Control Agreement) (to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Funding Date); provided that such expenses payable by the Borrower may be offset against the proceeds of the Loans funded on the Funding Date. Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Additional Borrowing Conditions. The funding by the Lenders of the Borrowing to occur on or after the Closing Date (such date of funding, the “Funding Date”) is additionally subject to the satisfaction of the following conditions:‌conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender; (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Funding Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);‌date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;‌thereof; (d) on the Funding Date (and after giving pro forma effect to the Borrowing on the Funding Date and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) on or prior to the Funding Date, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral; (f) the Initial Lender shall have received (i) UCC, and upon the request of the Initial Lender, Intellectual Property and other lien searches conducted in the jurisdictions and offices where liens on material assets of the Credit Parties are required to be filed or recorded and (ii) to the extent Collateral consists of (x) Aircraft and Engine Assets (as defined in the Pledge and Security Agreement), aircraft registry lien searches conducted with the FAA and the International Registry, and (y) Spare Part Assets (as defined in the Pledge and Security Agreement), registry lien searches conducted with the FAA (with reference to each Designated Spare Parts Location set forth on Schedule 2.1 of the Pledge and Security Agreement), in each case, reflecting the absence of Liens on the assets of the Credit Parties, other than Permitted Liens or Liens to be discharged on or prior to the Funding Date pursuant to documentation satisfactory to the Initial Lender;; and (g) each Credit Party shall have, and shall have caused its Subsidiaries to take any action and execute and deliver, or cause to be executed and delivered, any agreement, document or instrument required in order to create a valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (including delivery of UCC financing statements in appropriate form for filing under the UCC and of the Intellectual Property security agreements included in the Required Filings and entering into control agreements); and (h) the Initial Lender and the applicable Agent or Agents shall have received all opinions of counsel to the Credit Parties, as required under any Security Document, that is acceptable to the Initial Lender, addressed to the Initial Lender and the applicable Agent or Agents and dated the Funding Date, in form and substance satisfactory to the Initial Lender and the applicable Agent (and the Parent hereby instructs such counsel to deliver such opinions to such Persons). Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.

Additional Borrowing Conditions. The funding by the Lenders of the Borrowing to occur on or after the Closing Date (such date of funding, the “Funding Date”) is additionally subject to the satisfaction of the following conditions:‌conditions: (a) the Administrative Agent shall have received a written Borrowing Request in accordance with the requirements of Section 2.03(a), with a copy to the Initial Lender; (b) the representations and warranties of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Funding Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);‌date); (c) no Default shall have occurred and be continuing or would result from such Borrowing or from the application of proceeds thereof;‌thereof; (d) on the Funding Date (and after giving pro forma effect to the Borrowing on the Funding Date and the pledge of any Additional Collateral), the Collateral Coverage Ratio shall not be less than 2.0 to 1.0 as evidenced by a certificate of a Responsible Officer of the Parent; (e) on or prior to the Funding Date, each Credit Party shall have satisfied the Perfection Requirement with respect to the Collateral;. (f) the Initial Lender shall have received (i) UCC, and upon the request of the Initial Lender, Intellectual Property and other lien searches conducted in the jurisdictions and offices where liens on material assets of the Credit Parties are required to be filed or recorded and (ii) to the extent Collateral consists of (x) Aircraft and Engine Assets (as defined in the Pledge and Security Agreement), aircraft registry lien searches conducted with the FAA and the International Registry, and (y) Spare Part Assets (as defined in the Pledge and Security Agreement), registry lien searches conducted with the FAA (with reference to each Designated Spare Parts Location set forth on Schedule 2.1 of the Pledge and Security Agreement), in each case, reflecting the absence of Liens on the assets of the Credit Parties, other than Permitted Liens or Liens to be discharged on or prior to the Funding Date pursuant to documentation satisfactory to the Initial Lender;; and (g) each Credit Party shall have, and shall have caused its Subsidiaries to take any action and execute and deliver, or cause to be executed and delivered, any agreement, document or instrument required in order to create a valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties (including delivery of UCC financing statements in appropriate form for filing under the UCC and of the Intellectual Property security agreements included in the Required Filings and entering into control agreements); and (h) the Initial Lender and the applicable Agent or Agents shall have received all opinions of counsel to the Credit Parties, as required under any Security Document, that is acceptable to the Initial Lender, addressed to the Initial Lender and the applicable Agent or Agents and dated the Funding Date, in form and substance satisfactory to the Initial Lender and the applicable Agent (and the Parent hereby instructs such counsel to deliver such opinions to such Persons). Each Borrowing Request by the Borrower hereunder and each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable Borrowing as to the matters specified in clauses (b) and (c) above in this Section.