Common use of Borrowing Date Clause in Contracts

Borrowing Date. The agreement of each Lender to make any Loan on any Borrowing Date is subject to the satisfaction (or waiver in accordance with subsection 11.1) of the following conditions precedent: (a) Each of the Effective Date and the Closing Date shall have occurred and the Borrowing Date will be a date within the Commitment Period. (b) The Administrative Agent shall have received the notice of Borrowing in accordance with subsection 2.2. (c) On the date of the notice of Borrowing delivered pursuant to subsection 2.2 and on the proposed Borrowing Date, (i) no Certain Funds Default shall be continuing or would result from the proposed Borrowing and (ii) all Certain Funds Representations shall be true or, if a Certain Funds Representation does not already include a materiality concept, true in all respects. (d) If any portion of the Loan is intended to be used as described in clause (b)(ii) of the definition of “Certain Funds Purpose”, the Borrower or any Acquisition Co shall on or prior to the date of the notice of Borrowing delivered pursuant to subsection 2.2 have received Squeeze-Out Level Acceptances. (e) The Administrative Agent shall have received a certificate, dated the Borrowing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the applicable requirements of subsection 5.3(c) and, if relevant, (d), have been satisfied and as to the satisfaction of each condition set forth in clause (h) below (to the extent relating to the Scheme). (f) The Administrative Agent shall have received all fees due and payable under the Loan Documents on or prior to the Borrowing Date. (g) It shall not be illegal for any Lender to lend and there is no injunction or restraining order prohibiting any Lender from lending its portion of the Loans or restricting the application of the proceeds thereof; provided, that such Lender has used commercially reasonable efforts to make the Loans through an Affiliate of such Lender not subject to such legal restriction; provided further, that the occurrence of such event in relation to one Lender shall not relieve any other Lender of its obligation to make Loans hereunder. (h) Where the Target Acquisition is to be implemented by way of a Scheme, the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Borrowing Date shall be, consummated in all material respects in accordance with the terms and conditions of the Scheme Documents, except to the extent permitted pursuant to subsection 6.8 or, where the Target Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer shall have become wholly unconditional in accordance with the terms of the Offer Document, in each case, without giving effect to (and there shall not have been) any modifications, amendments, consents, requests or waivers by the Borrower or any Acquisition Co (if any) except to the extent permitted pursuant to subsection 6.8.

Borrowing Date. The agreement Subject to Section 4.04, the obligation of each Lender to make any a Loan on any the Borrowing Date is subject to the satisfaction (or waiver in accordance with subsection 11.1Section 9.02) of the following conditions precedentconditions: (a) Each of the Effective Date and the Closing Date shall have occurred and the Borrowing Date will be a date within the Commitment Availability Period. (b) The Administrative Agent shall have received the notice of Borrowing Request in accordance with subsection 2.2Section 2.03. (c) On the date of the notice of Borrowing delivered pursuant to subsection 2.2 Request and on the proposed Borrowing Date, (i) no Certain Funds Event of Default shall be continuing or would result from the proposed Borrowing and (ii) all Certain Funds Representations shall be true or, if a Certain Funds Representation does not already include a materiality concept, true in all material respects. (d) If any portion of the Loan is intended to be used as described in clause (b)(ii) of the definition of “Certain Funds PurposePurposes”, the Borrower or any Acquisition Co shall on or prior to the date of the notice of Borrowing delivered pursuant to subsection 2.2 Request have received Squeeze-Out Level Acceptances. (e) The Administrative Agent shall have received a certificate, dated the Borrowing Date and signed by the President, a Vice President or a Financial Officer director of the Borrower, Borrower confirming the applicable requirements of subsection 5.3(cSection 4.03(c), 4.03(g) and, if relevant, (d), 4.03(d) have been satisfied and as on or prior to the satisfaction of each condition set forth in clause (h) below (to the extent relating to the Scheme)Borrowing Date. (f) The Administrative Agent shall have received all fees due and payable under the Loan Documents on or prior to the Borrowing Date. (g) It shall not be illegal for any Lender to lend and there is no injunction or restraining order prohibiting any Lender from lending its portion of the Loans or restricting the application of the proceeds thereof; provided, that such Lender has used commercially reasonable efforts to make the Loans through an Affiliate of such Lender not subject to such legal restriction; provided further, that the occurrence of such event in relation to one Lender shall not relieve any other Lender of its obligation to make Loans hereunder. (h) Where the Target Acquisition is to be implemented by way of a Scheme, the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Borrowing Date shall be, consummated in all material respects in accordance with the terms and conditions of the Scheme Documents, Documents except to the extent permitted pursuant to subsection 6.8 not otherwise prohibited by the Loan Documents (it being understood that substantially concurrently shall include the payment for Scheme Shares being made) or, where the Target Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer shall have become wholly unconditional in accordance with the terms of the Offer DocumentDocuments, in each case, without giving effect to (and there shall not have been) any modifications, amendments, consents, requests or waivers by the Borrower or any Acquisition Co (if any) except to the extent permitted pursuant to subsection 6.8not otherwise prohibited by the Loan Documents.

Borrowing Date. The agreement of each Lender to make any Loan on any Borrowing Date is subject to the satisfaction (or waiver in accordance with subsection 11.1) of the following conditions precedent: (a) Each of the Effective Date and the Closing Date shall have occurred and the Borrowing Date will be a date within the Commitment Period. (b) The Administrative Agent shall have received the notice of Borrowing in accordance with subsection 2.2. (c) On the date of the notice of Borrowing delivered pursuant to subsection 2.2 and on the proposed Borrowing Date, (i) no Certain Funds Default shall be continuing or would result from the proposed Borrowing and (ii) all Certain Funds Representations shall be true or, if a Certain Funds Representation does not already include a materiality concept, true in all respects. (d) If any portion of the Loan is intended to be used as described in clause (b)(ii) of the definition of “Certain Funds Purpose”, the Borrower or any Acquisition Co shall on or prior to the date of the notice of Borrowing delivered pursuant to subsection 2.2 have received Squeeze-Out Level Acceptances. (e) The Administrative Agent shall have received a certificate, dated the Borrowing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the applicable requirements of subsection 5.3(c) and, if relevant, (d), have been satisfied and as to the satisfaction of each condition set forth in clause (h) below (to the extent relating to the Scheme). (f) The Administrative Agent shall have received all fees due and payable under the Loan Documents Documents, including the Fee and Syndication Letter on or prior to the Borrowing Date. (g) It shall not be illegal for any Lender to lend and there is no injunction or restraining order prohibiting any Lender from lending its portion of the Loans or restricting the application of the proceeds thereof; provided, that such Lender has used commercially reasonable efforts to make the Loans through an Affiliate of such Lender not subject to such legal restriction; provided further, that the occurrence of such event in relation to one Lender shall not relieve any other Lender of its obligation to make Loans hereunder. (h) Where the Target Acquisition is to be implemented by way of a Scheme, the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Borrowing Date shall be, consummated in all material respects in accordance with the terms and conditions of the Scheme Documents, except to the extent permitted pursuant to subsection 6.8 or, where the Target Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer shall have become wholly unconditional in accordance with the terms of the Offer Document, in each case, without giving effect to (and there shall not have been) any modifications, amendments, consents, requests or waivers by the Borrower or any Acquisition Co (if any) except to the extent permitted pursuant to subsection 6.8.

Borrowing Date. The agreement of each Lender to make any Loan on any Borrowing Date is subject to the satisfaction (or waiver in accordance with subsection 11.1) of the following conditions precedent: : (a) Each of the Effective Date and the Closing Date shall have occurred and the Borrowing Date will be a date within the Commitment Period. . (b) The Administrative Agent shall have received the notice of Borrowing in accordance with subsection 2.2. . (c) On the date of the notice of Borrowing delivered pursuant to subsection 2.2 and on the proposed Borrowing Date, (i) no Certain Funds Default shall be continuing or would result from the proposed Borrowing and (ii) all Certain Funds Representations shall be true or, if a Certain Funds Representation does not already include a materiality concept, true in all respects. . (d) If any portion of the Loan is intended to be used as described in clause (b)(ii) of the definition of “Certain Funds Purpose”, the Borrower or any Acquisition Co shall on or prior to the date of the notice of Borrowing delivered pursuant to subsection 2.2 have received Squeeze-Out Level Acceptances. . (e) The Administrative Agent shall have received a certificate, dated the Borrowing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the applicable requirements of subsection 5.3(c) and, if relevant, (d), have been satisfied and as to the satisfaction of each condition set forth in clause (h) below (to the extent relating to the Scheme). . (f) The Administrative Agent shall have received all fees due and payable under the Loan Documents Documents, including the Fee and Syndication Letter on or prior to the Borrowing Date. . (g) It shall not be illegal for any Lender to lend and there is no injunction or restraining order prohibiting any Lender from lending its portion of the Loans or restricting the application of the proceeds thereof; provided, that such Lender has used commercially reasonable efforts to make the Loans through an Affiliate of such Lender not subject to such legal restriction; provided further, that the occurrence of such event in relation to one Lender shall not relieve any other Lender of its obligation to make Loans hereunder. . (h) Where the Target Acquisition is to be implemented by way of a Scheme, the Target Acquisition shall have been, or substantially concurrently with the occurrence of the Borrowing Date shall be, consummated in all material respects in accordance with the terms and conditions of the Scheme Documents, except to the extent permitted pursuant to subsection 6.8 or, where the Target Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer shall have become wholly unconditional in accordance with the terms of the Offer Document, in each case, without giving effect to (and there shall not have been) any modifications, amendments, consents, requests or waivers by the Borrower or any Acquisition Co (if any) except to the extent permitted pursuant to subsection 6.8.- 53 - Active.28128860.17

Borrowing Date. The agreement obligations of each Lender to make any (or cause to be made) its Loan to be made on any Borrowing Date (such Loans to be made in accordance with the procedures specified in Section 2.04) is subject to the satisfaction (or waiver of the conditions precedent specified in Sections 4.01 in accordance with subsection 11.1) of the terms thereof, and in addition is subject to the following conditions precedent:precedent having been complied with to the satisfaction of or waived in writing by the Administrative Agent (with the consent of all Lenders) on or before such Borrowing Date as may be applicable to such Lender (each document, instrument, certificate, opinion or other paper referred to below to be in form and substance reasonably satisfactory to the Administrative Agent and, unless otherwise specified, to be dated such Borrowing Date): (a) Each of The Administrative Agent and each Lender shall have received the Effective Date applicable Borrowing Request pursuant to Section 2.03 hereof, and the Closing such Borrowing Date shall have occurred and not be later than the Borrowing Date will be a date within the Commitment Periodapplicable Credit Termination Date. (b) The Administrative Agent shall On such Borrowing Date, the Aircraft relating to such Borrowing (the “Subject Aircraft”) will have received been duly certified by the notice Aviation Authority as to type and airworthiness, will have suffered no Total Loss (or event which, with the passage of Borrowing time would constitute a Total Loss) and will be in accordance with subsection 2.2the condition and state of repair required under the terms of the Purchase Agreement. (c) On No change shall have occurred since the date Effective Date in Applicable Law and no change in circumstances shall have otherwise occurred and no fact or condition shall exist which, in the reasonable opinion of any Lender would make it illegal under Applicable Law for such Lender to perform its obligations under the notice of Borrowing delivered pursuant to subsection 2.2 and on the proposed Borrowing Date, (i) no Certain Funds Default shall be continuing or would result from the proposed Borrowing and (ii) all Certain Funds Representations shall be true or, if a Certain Funds Representation does not already include a materiality concept, true in all respectsLoan Documents. (d) If any portion The following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect on such Borrowing Date and an executed copy of each shall have been delivered to the Administrative Agent and each Lender: (i) the Security Agreement Supplement describing the Subject Aircraft; (ii) the Lease Supplement with respect to the Subject Aircraft; (iii) the Charter Agreement Supplement with respect to the Subject Aircraft; (iv) the Lessee Consent with respect to the Subject Aircraft; (v) with respect to the Subject Aircraft, the following original acquisition documents: (A) the Bxxx of Sale for the Subject Aircraft; (B) the Purchase Agreement for the Subject Aircraft (redacted copy); and (C) all instruments, documentation, certificates and legal opinions required to be delivered to the Borrower in respect of the Loan is intended Subject Aircraft pursuant to be used as described the Purchase Agreement; (vi) the Manufacturer’s Consent with respect to the Subject Aircraft; (vii) the Maintenance Services Provider’s Consent with respect to the Subject Aircraft; (viii) the Engine Manufacturer’s Consent with respect to the Subject Aircraft; and (ix) a letter from the Engine Manufacturer confirming that the warranties in clause (b)(ii) respect of the definition of “Certain Funds Purpose”Engines for the Subject Aircraft are administered on the basis that coverage is assigned to an engine serial number, the Borrower not to a specific operator or any Acquisition Co shall on or prior to the date of the notice of Borrowing delivered pursuant to subsection 2.2 have received Squeeze-Out Level Acceptancescustomer. (e) The Administrative Agent and each Lender shall have received the following: (i) a certificate, dated “bring-down” certificate of the Borrowing Date and signed by the President, a Vice President Secretary or a Financial Officer an Assistant Secretary of the Borrower, confirming dated such Borrowing Date and certifying that the applicable requirements constitutional documents, evidence of subsection 5.3(cauthority and incumbency certificate and specimen signature of each officer of the Borrower certified as true and complete on the Amendment Effective Date are true and correct and remain in full force and effect on such Borrowing Date; (ii) anda “bring-down” certificate of the Secretary or an Assistant Secretary of each Guarantor, if relevantdated such Borrowing Date and certifying that the constitutional documents, evidence of authority and incumbency certificate and specimen signature of each officer of such Guarantor certified as true and complete on the Amendment Effective Date (d), have been satisfied and as or the date such Guarantor became a party to the satisfaction Guaranty, as applicable) are true and correct and remain in full force and effect on such Borrowing Date; (iii) a “bring-down” certificate of the Secretary or an Assistant Secretary of the Lessee, dated such Borrowing Date and certifying that the constitutional documents, evidence of authority and incumbency certificate and specimen signature of each condition officer of the Lessee certified as true and complete on the Effective Date are true and correct and remain in full force and effect on such Borrowing Date; (iv) such other documents and evidence with respect to the Borrower, the Guarantors, the Lessee or the Manufacturer as any Lender or its counsel may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the other Related Documents, the taking of all corporate proceedings in connection therewith, compliance with the conditions herein or therein set forth in clause (h) below (to the extent relating to the Scheme)and compliance with any money laundering informational requirements any Lender may have. (f) All approvals and consents of any trustee or holder of their indebtedness or obligation of the Borrower, the Guarantors or any of their Affiliates which are required in connection with any of the transactions contemplated by this Agreement and the other Related Documents shall have been duly obtained. (g) On such Borrowing Date, the following statements shall be correct, and the Administrative Agent and each Lender shall have received evidence reasonably satisfactory to it (including printouts of the “priority search certificates” (as defined in the Regulations for the International Registry) from the International Registry relating to the Airframe and each Engine) to the effect that: (i) the Borrower has good and legal title to the Subject Aircraft free and clear of all Liens other than Permitted Liens; (ii) the Security Trustee has, or by close of business on such Borrowing Date will have, a duly perfected Lien of record in and to the Subject Aircraft and the Airframe, Engines and propellers included in the Subject Aircraft and the other property included in the Collateral; (iii) the international interests of the Security Agreement as supplemented by the Security Agreement Supplement with respect to the Subject Aircraft and the international interests relating to the Lease as supplemented by the Lease Supplement with respect to the Subject Aircraft and the assignment of the Lease and the Lease Supplement relating to the Subject Aircraft shall have been registered with the International Registry by the close of business on such Borrowing Date, and there shall exist no other registered international interest and no registered international interest on the International Registry in relation thereto; (iv) the representations and warranties of the Borrower and each Guarantors contained in this Agreement or any other Related Document to which it is a party shall be true and correct on and as of such Borrowing Date as though made on and as of such Borrowing Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are true and correct on and as of such earlier date); (v) no event shall have occurred and be continuing which constitutes a Default or an Event of Default; and (vi) no event shall have occurred and be continuing which constitutes a Total Loss with respect to the Subject Aircraft or its Airframe or which would constitute such a Total Loss after notice or lapse of time or both. (h) The Uniform Commercial Code financing statements covering all the Liens created by or pursuant to (i) the Security Agreement shall have been authorized and delivered by the Borrower and such financing statements or other statements or documents for the same purpose shall have been authorized to be filed in all places which the Administrative Agent or its special counsel shall deem necessary or advisable and (ii) the Lease shall have been assigned to the Security Trustee. (i) The Administrative Agent and each Lender shall have received evidence satisfactory to them that all fees Special U.S. Requirements have been fulfilled; (j) The Administrative Agent and each Lender shall have received a duly executed broker’s undertaking, in form and substance reasonably satisfactory to the Administrative Agent, together with certificates of insurance from such brokers as to the due compliance with the terms of the Lease, the Lessee Consent and payable under Section 5.06. (k) The Administrative Agent, each Lender and the Security Trustee shall have received one or more opinions addressed to each of them from: (i) Kxxx Xxxxxxx LLP, special New York counsel to the Loan Documents Parties; (ii) in-house or special counsel to each Loan Party (in each case in the jurisdiction of incorporation or formation of such Loan Party); (iii) in-house counsel to the Manufacturer; and (iv) McAfee & Txxx, P.C., special FAA counsel; in each case covering such matters as the Administrative Agent or any Lender may reasonably request. (l) On such Borrowing Date, the statements set forth in this paragraph shall be true and correct and the Administrative Agent and each Lender shall have received certificates signed by an Authorized Officer of the Borrower and each Guarantor certifying that (i) the respective representations and warranties of the Borrower or such Guarantor, as the case may be, contained herein and in each other Related Document are true and correct as though made on and as of such Borrowing Date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are true and correct on and as of such earlier date), (ii) to such Authorized Officer’s knowledge, there are no Liens affecting the Collateral or any part thereof (other than Permitted Liens not of record), (iii) to such Authorized Officer’s knowledge, no event has occurred and is continuing which constitutes, or with notice or lapse of time or both would constitute a Default or an Event of Default, (iv) all of the covenants and agreements of the Borrower or such Guarantor, as the case may be, required to be performed on or as of such Borrowing Date have been performed and (v) no event shall have occurred and be continuing which constitutes a Total Loss with respect to the Subject Aircraft or its Airframe or which would constitute such a Total Loss after notice or lapse of time or both. (m) The Administrative Agent and each Lender shall have received the most recent audited (or if audited statements are not yet available, unaudited) financial statements of the Borrower; provided that this condition shall be deemed to have been satisfied so long as the Borrower has delivered the financial statements required to be delivered by it pursuant to Section 5.01(a) on or prior to the applicable Borrowing Date. (gn) It The Borrower and the Guarantors shall not be illegal have delivered to the Administrative Agent and each Lender any document reasonably requested by a Lender in order for any such Lender to lend and there is no injunction or restraining order prohibiting satisfy any Lender from lending its portion of the Loans or restricting the application of the proceeds thereof; provided, that such Lender has used commercially reasonable efforts to make the Loans through an Affiliate of such Lender not subject to such legal restriction; provided further, that the occurrence of such event in relation to one Lender shall not relieve any other Lender of its obligation to make Loans hereunder“know your customer” requirements. (ho) Where All appropriate action required to have been taken by any governmental or political agency, subdivision or instrumentality of the Target Acquisition is United States on or prior to such Borrowing Date in connection with the transaction contemplated by this Agreement and the other Related Documents shall have been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be implemented in effect on such Borrowing Date in connection with the transactions contemplated by way this Agreement and the other Related Documents shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on such Borrowing Date. (p) The Administrative Agent and each Lender shall have received the following: (i) a certificate signed by an Authorized Officer of a Schemethe Lessee certifying that (i) the representations and warranties of the Lessee contained in the Lease, the Target Acquisition shall have been, or substantially concurrently with the occurrence Charter Agreement and each other Lease Operative Document are true and correct as though made on and as of the such Borrowing Date shall be, consummated in all material respects in accordance with the terms and conditions of the Scheme DocumentsDate, except to the extent permitted pursuant that such representations and warranties relate solely to subsection 6.8 oran earlier date (in which case such representations and warranties are true and correct on and as of such earlier date), where (ii) to such Authorized Officer’s knowledge, there are no Liens affecting any Aircraft or any part thereof (other than Permitted Liens not of record), (iii) to such Authorized Officer’s knowledge, no event has occurred and is continuing which constitutes, or with notice or lapse of time or both would constitute a Lease Default or a Lease Event of Default, (iv) all of the Target Acquisition is covenants and agreements of the Lessee required to be implemented performed under the Lease Operative Documents on or as of such Borrowing Date have been performed and (v) no event shall have occurred and be continuing which constitutes a Total Loss with respect to the Subject Aircraft or its Airframe or which would constitute such a Total Loss after notice or lapse of time or both; (q) a copy of each Lease Operative Document entered into or delivered, or to be entered into or delivered, on or prior to such Borrowing Date, certified by way an Authorized Officer of the Borrower as being a Takeover Offertrue and correct copy thereof; and (r) a copy of the “LESSEE’s Air Carrier Certificate” (as defined in the Lease). (s) The Lenders shall have received such other documentation, and such other conditions shall have been fulfilled, as a Lender or its counsel shall reasonably request. (t) The Borrower shall have paid such fees that are due and payable as the Borrower shall have agreed to pay to any Lender, the Takeover Offer shall have become wholly unconditional Administrative Agent or the Security Trustee in accordance connection herewith, including the reasonable fees and expenses of counsel, in connection with the terms of the Offer Document, in each case, without giving effect to (and there shall not have been) any modifications, amendments, consents, requests or waivers by the Borrower or any Acquisition Co (if any) except to the extent permitted pursuant to subsection 6.8transactions contemplated hereby.