Common use of Conditions of Term Loans Clause in Contracts

Conditions of Term Loans. The obligation of each Lender having a Term Loan Commitment (including any lender that was not a Lender prior to the execution and delivery of a Lender Addition and Acknowledgment Agreement) to make Term Loans on a Term Loan Borrowing Date is subject to the satisfaction of the following additional conditions precedent: (a) The Administrative Agent shall have received the following, each dated as of the applicable Term Loan Borrowing Date and, in sufficient copies for each Lender: (i) A Term Note for each Lender having a Term Loan Commitment, in accordance with SECTION 2.4(b); and (ii) the favorable opinions of (A) Grahxx & Xunn, XX, or such other law firm reasonably acceptable to the Administrative Agent, as special counsel to the Borrower, as to the matters set forth in EXHIBIT B-2 to the Third Amendment, and (B) Rubix, Xxxxxxx, Xxerxxx, Xxxxxx & Xookx, X.L.P., or such other law firm reasonably acceptable to the Administrative Agent, as FCC counsel to the Borrower, EXHIBIT B-3 to the Third Amendment, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as the Administrative Agent or any Lender may reasonably request. (b) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Borrower and each Subsidiary of the Borrower, in form and substance satisfactory to the Administrative Agent, certifying that subsequent to the delivery of the certificate with respect to such entity required by SECTION 4.1(c), there has been no amendment to the articles or certificate of incorporation or bylaws of such entity. (c) The Administrative Agent shall have received a certificate as of a recent date of the good standing of the Borrower and each Subsidiary under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (d) The Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed and executed UCC-1 financing statements, if applicable) as necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Liens created by the Security Documents shall have been completed, or arrangements satisfactory to the Administrative Agent for completion thereof shall have been made. (e) Each of the conditions set forth in SECTION 4.4 shall have been satisfied.

Conditions of Term Loans. The obligation of each Lender having a Term Loan Commitment (including any lender that was not a Lender prior to the execution and delivery of a Lender Addition and Acknowledgment Agreement) Lenders to make Term Loans hereunder to any Borrower on a Term Loan Borrowing or subsequent to the Closing Date is also subject to the satisfaction of the following additional conditions precedentprecedent that: (a) The Administrative the Agent shall have received the following, each dated as of the applicable Term Loan Borrowing Date and, in sufficient copies for each Lender: (i) A Term Note for each Lender having a Term Loan Commitment, in accordance with SECTION 2.4(b); and (ii) the favorable opinions of (A) Grahxx & Xunn, XX, or such other law firm reasonably acceptable to the Administrative Agent, as special counsel to the Borrower, as to the matters set forth in EXHIBIT B-2 to the Third Amendment, and (B) Rubix, Xxxxxxx, Xxerxxx, Xxxxxx & Xookx, X.L.P., or such other law firm reasonably acceptable to the Administrative Agent, as FCC counsel to the Borrower, EXHIBIT B-3 to the Third Amendment, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as the Administrative Agent or any Lender may reasonably request. (b) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Borrower and each Subsidiary of the Borrowerreceived, in form and substance satisfactory to the Administrative AgentAgent and Lenders, certifying that subsequent the following: (i) executed originals of the Security Agreement by the Applicable Borrower, together with all schedules and exhibits thereto; (ii) Uniform Commercial Code financing statements appropriate for filing in all places required by applicable law to perfect the Liens of the Agent under the Security Agreement as first priority Liens as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Agent under such Security Agreement as a first priority Lien in and to such other Collateral as the Agent may require; (iii) executed originals of the "Acknowledgement, Consent and Control Agreement" in the form of Exhibit A to the delivery of the certificate Pledge Agreement by each issuer with respect to such entity required any Pledged Interests; (iv) the executed chattel paper original of the Original Lease; and (v) in connection with the Original Lease, an executed copy of the Guaranty by SECTION 4.1(c)US Airways Group, there has Inc. for the benefit of the Beneficial Owner and the Applicable Borrower in connection with the Participation Agreement dated as of October 24, 2005, among US Airways, Inc., Aircastle Ireland No. 2 Limited and Xxxxx Fargo Bank Northwest, National Association; (b) each of the conditions set forth in Section 5.1 shall have been no amendment satisfied on or prior to the articles or certificate of incorporation or bylaws date of such entity.Loans; (c) The Administrative the representations and warranties of the Credit Parties and Holdings set forth in Article VI and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Loans, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date; (d) the Agent shall have received a certificate as the latest drafts of a recent the following within 5 Business Days prior to the date of the good standing Loan, an organized pre-closing of the Borrower required documentation shall have occurred at least one Business Day prior to the date of the Loan, and each Subsidiary under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (d) The Administrative Agent shall have received evidence final versions of the following, in form and substance satisfactory to it that the Agent and the Lenders, on or prior to the date of the Loan: (A) with respect to the Financed Aircraft which is the subject of such Loan, the favorable written opinion of FAA Counsel with respect to the Loan Documents and the transactions contemplated thereby dated the date of such Loan, addressed to the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-5 or otherwise reasonably satisfactory to counsel to the Agent, (B) the favorable written opinion of counsel to the lessee under an Eligible Lease with respect to such Eligible Lease and the transactions contemplated thereby, addressed to the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-6, (C) the favorable written opinion of internal counsel to the lessee under an Eligible Lease with respect to such Eligible Lease and the transactions contemplated thereby, addressed to the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-7 and (D) the favorable written opinion of counsel to the Applicable Borrower with respect to the Security Agreement and the transactions contemplated thereby, addressed to the Agent (on behalf of itself and the Lenders), substantially in the form of Exhibit G-8; (ii) certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Agent, evidencing all filings, recordings, registrations and other actions insurance required by the Loan Documents (including, without limitation, all insurance required by Exhibit L with respect to the filing applicable Financed Aircraft and the insurance required to be maintained by Holdings) and all insurance required to be maintained by the terms of duly completed the Original Lease and, in each case, naming the Agent on behalf of itself and executed UCC-1 financing statements, if applicableon behalf of the Lenders as additional insured (in the case of any liability insurance) and loss payee (in the case of any hull insurance) as necessary or, in reasonably required by the reasonable opinion Agent; (iii) a Borrowing Notice on behalf of the Administrative Agent, desirable Applicable Borrower; (iv) such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens created of the Agent under the Security Instruments as a first priority Lien, and/or as may be requested by the Security Documents shall have been completed, or arrangements satisfactory Agent with respect to the Administrative Agent for completion thereof shall have been made.Financed Aircraft and the Lease with respect thereto, including without limitation: (e1) Each with respect to each Financed Aircraft, evidence of the conditions set forth filing with the FAA Recording Office of all documents (including the Original Lease and the Security Agreement) required by the FAA in SECTION 4.4 shall have been satisfied.order to protect the Applicable Borrower's right, title and interest in such Financed Aircraft; (2) a copy of the executed purchase agreement and executed xxxx of sale evidencing the purchase by the Applicable Borrower of each Financed Aircraft; (3) a copy of the "Aircraft Registration Application" filed with the FAA with respect to the Financed Aircraft; and

Conditions of Term Loans. The obligation of each Lender having a to make its Term Loan Commitment (including any lender that was not a Lender prior to the execution and delivery of a Lender Addition and Acknowledgment Agreement) to make Term Loans on a Term Loan Borrowing Date hereunder is subject to the satisfaction of the following additional conditions precedent: (a) The Administrative Agent shall have received Agent's receipt of the following, each dated as of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the applicable Term signing Loan Borrowing Party, each dated the Closing Date and(or, in sufficient copies for the case of certificates of governmental officials, a recent date before the Closing Date) and each Lenderin form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) A Term Note executed counterparts of this Agreement, and the Guaranty, sufficient in number for each Lender having a Term Loan Commitment, in accordance with SECTION 2.4(b); and (ii) the favorable opinions of (A) Grahxx & Xunn, XX, or such other law firm reasonably acceptable distribution to the Administrative Agent, each Lender and the Borrower; (ii) copies of all UCC searches of the Borrower and its Domestic Subsidiaries, each such search showing no Liens except Permitted Liens; (iii) Term Loan Notes executed by the Borrower in favor of each Lender requesting a Term Loan Note; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as special the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) favorable opinions of Xxxxxxxx & Xxxxxx L.L.P., and general counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in EXHIBIT B-2 Exhibit D and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; (vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Responsible Officer of the Third AmendmentBorrower certifying (A) that the conditions specified in subclauses (e) and (f) of this Section 4.01 have been satisfied, and (B) Rubixthat there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, Xxxxxxxeither individually or in the aggregate, Xxerxxx, Xxxxxx & Xookx, X.L.P., or such other law firm reasonably acceptable to the Administrative Agent, as FCC counsel to the Borrower, EXHIBIT B-3 to the Third Amendment, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as the Administrative Agent or any Lender may reasonably request.a Material Adverse Effect; (bix) The Administrative Agent shall have received a solvency certificate of signed by the secretary or an assistant secretary Vice President and Treasurer of the Borrower and each Subsidiary of the Borrower, in form and substance satisfactory to the Administrative Agent; and (x) such other assurances, certifying that subsequent certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the delivery of the certificate with respect to such entity required by SECTION 4.1(c), there has Closing Date shall have been no amendment to the articles or certificate of incorporation or bylaws of such entitypaid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) There shall not have occurred a material adverse change (x) in the operations, business, properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, since May 31, 2007 or (y) in the facts and information regarding such entities represented to date. (e) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of the extension of the Term Loans, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (f) No Default shall exist, or would result from the proposed Term Loan or from the application of the proceeds thereof. (g) The Administrative Agent shall have received a certificate as of a recent date of Term Loan Notice in accordance with the good standing of the Borrower and each Subsidiary under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdictionrequirements hereof. (dh) The Administrative Agent Required Lenders (as defined in the Revolving Credit Agreement) shall have received evidence in form and substance satisfactory approved an amendment to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed and executed UCC-1 financing statements, if applicable) as necessary or, in Revolving Credit Agreement which permits the reasonable opinion of the Administrative Agent, desirable to perfect the Liens created Debt evidenced by the Security Documents shall have been completed, or arrangements satisfactory to the Administrative Agent for completion thereof shall have been madeLoan Documents. (e) Each of the conditions set forth in SECTION 4.4 shall have been satisfied.

Conditions of Term Loans. The obligation of each Lender having a Term Loan Commitment (including any lender that was not a Lender prior to the execution and delivery of a Lender Addition and Acknowledgment Agreement) to make its Term Loans on a Term Loan Borrowing Date hereunder is subject to the satisfaction satisfaction, or waiver in accordance with Section 10.01, of the following additional conditions precedent: (a) The Administrative Agent shall have received each of the following, each of which shall be originals or telecopies (followed promptly by originals), each dated as the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Administrative Agent and each of the applicable Term Loan Borrowing Date and, Lenders and in sufficient such number of copies for each Lenderas may be reasonably requested by the Administrative Agent: (i) A Term Note duly executed counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution to each Agent, each Lender having a Term Loan Commitment, in accordance with SECTION 2.4(b); andand the Borrower; (ii) a Term Note or Term Notes duly executed by the Borrower in favor of each Lender requesting the same; (iii) the Security Agreement, duly executed by each Loan Party, together with: (A) certificates representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt endorsed in blank, (B) financing statements in proper form for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) completed requests for information (the results of which shall be reasonably satisfactory to the Administrative Agent), dated on or before the date of the Term Loan, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, and (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary in order to perfect and protect the liens and security interests created thereby (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements) and that all filing and recording taxes and fees (if any) have been paid; (iv) the Intercreditor Agreement, duly authorized by the parties thereto; (v) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary in order to perfect and protect the first priority liens and security interests created under the Intellectual Property Security Agreement has been authorized; (vi) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vii) such documents and duly executed certifications as the Administrative Agent or the Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of incorporation or formation and each other jurisdiction in which it conducts business, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) favorable opinions of (A) Grahxx & XunnGxxxxxxxx Txxxxxx, XXLLP, or such other law firm reasonably acceptable to the Administrative Agent, as special counsel to the BorrowerLoan Parties, addressed to each Agent and each Lender, in substantially the form of Exhibit I and covering such other matters concerning the Loan Parties and the Loan Documents as to the matters set forth in EXHIBIT B-2 to the Third AmendmentRequired Lenders may reasonably request, and (B) Rubix, Xxxxxxx, Xxerxxx, Xxxxxx & Xookx, X.L.P., or such other law firm reasonably acceptable to the Administrative Agentextent not covered in the opinion referred to in clause (A) above, as FCC local counsel to the Borrower, EXHIBIT B-3 to Loan Parties in states in which the Third Amendment, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as the Administrative Agent Loan Parties are incorporated or any Lender may reasonably request. (b) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Borrower and each Subsidiary of the Borrowerorganized, in form and substance satisfactory to the Administrative Agent; (ix) a certificate of the chief executive officer, chief financial officer or a senior vice president of each Loan Party either (A) attaching copies of all governmental consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such governmental consents, licenses and approvals shall be in full force and effect, or (B) stating that no such governmental consents, licenses or approvals are so required; (x) a certificate signed by the chief executive officer, chief financial officer or a senior vice president of the Borrower certifying (A) that subsequent the conditions specified in Sections 4.01(b) and (c) have been satisfied and (B) that since March 31, 2007, no Material Adverse Effect has occurred; (xi) a certificate attesting to the delivery Solvency of the certificate Borrower and its Subsidiaries taken as a whole, before and after giving effect to the Transaction, from the chief executive officer, chief financial officer or a senior vice president of the Borrower, substantially in the form of Exhibit H hereto; (xii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the Borrower for (i) each fiscal quarter ended after March 31, 2007 at least 40 days before the Closing Date and (ii) each fiscal month after the most recent fiscal quarter for which financial statements were received by the Administrative Agent as described in clause (i) above and ended at least 40 days before the Closing Date, in each case prepared in accordance with respect GAAP, and which financial statements shall not be materially inconsistent with the financial statements or forecasts previously provided to the Administrative Agent; (xiii) a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the most recent full twelve-month period ending on the last day of the most recently completed four-fiscal quarter period, prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which financial statements (A) shall not be materially inconsistent with the forecasts previously provided to the Administrative Agent and (B) shall evidence that the Borrower’s pro forma Consolidated EBITDA for such twelve-month period is not less than $16,000,000; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and names the Collateral Agent as additional insured and loss payee, including an insurance broker’s letter to such entity required effect reasonably satisfactory to the Administrative Agent; (xv) certified copies of the Related Documents, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall request; (xvi) evidence that (A) all Existing Indebtedness, other than Surviving Indebtedness, has been (or, substantially simultaneously with the closing of the First Lien Facility, shall be) prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and all commitments relating thereto terminated; and (B) after giving effect to the Transaction and the other transactions contemplated hereby, the Borrower and its Subsidiaries will have outstanding no indebtedness or preferred stock other than (1) Term Loans and other extensions of credit hereunder, (2) Surviving Indebtedness, and (3) the loans and other extensions of credit under the Second Lien Facility; (xvii) such other assurances, certificates, documents, information, consents, third party reports (including to environmental matters) or opinions as any Agent or any Lender may reasonably require; (xviii) the Perfection Certificate, duly executed by SECTION 4.1(cthe Borrower and the Subsidiary Guarantors; and (xix) forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent, consisting of consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries on a quarterly basis for the period from April 1, 2007 through March 31, 2009 and on an annual basis for the fiscal years ending March 31, 2010, March 31, 2011 and March 31, 2012; it being understood and agreed that (A) any financial or business projections furnished by the Borrower are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrower, (B) no assurance is given by the Borrower that the results or forecast in any such projections will be realized and (C) the actual results may differ from the forecast results set forth in such projections and such differences may be material. (b) The representations, warranties and certifications of or on behalf of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of the Term Borrowing (both before and after giving effect thereto), there has been no amendment except to the articles or certificate of incorporation or bylaws extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such entityearlier date. (c) The Administrative Agent shall have received a certificate as No Default or Event of a recent date Default has occurred and is continuing, or would result from the Term Borrowing or from the application of the good standing of the Borrower and each Subsidiary under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdictionproceeds therefrom. (d) The Administrative Agent shall have received evidence a Committed Loan Notice in form accordance with the requirements hereof (which shall be deemed to be a representation and substance satisfactory to it warranty that all filings, recordings, registrations the conditions specified in Sections 4.01(b) and other actions (including, without limitation, the filing of duly completed c) have been satisfied on and executed UCC-1 financing statements, if applicable) as necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect date of the Liens created by the Security Documents shall have been completed, or arrangements satisfactory to the Administrative Agent for completion thereof shall have been madeTerm Borrowing). (e) Each To the extent invoiced to the Borrower, the Borrower shall have paid all accrued fees and reasonable expenses of the conditions set forth in SECTION 4.4 Agents, the Arranger and the initial Lenders (including the reasonable fees, disbursements and other charges of Shearman & Sterling LLP) on or before the Closing Date. (f) All requisite governmental authorities and third parties shall have been satisfiedapproved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose conditions on the Transactions or the other transactions contemplated hereby. (g) The Administrative Agent shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti money laundering rules and regulations, including without limitation the USA PATRIOT Act. (i) The Second Lien Facility shall have become effective and the Borrower shall have received at least $100,000,000 in gross cash proceeds from Second Lien Loans on the Closing Date, and (ii) the terms and conditions of the Second Lien Facility (including, but not limited to, terms and conditions relating to interest rates, fees, amortization, maturity, covenants, lien subordination, events of default and remedies) shall be satisfactory in all respects to the Administrative Agent. Without limiting the generality of the provisions of Section 9.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Term Loans. The obligation obligations of each Lender having a the Lenders to make any Term Loan Commitment (including any lender that was not a Lender prior Loans hereunder on or subsequent to the execution and delivery of a Lender Addition and Acknowledgment Agreement) to make Term Loans on a Term Loan Borrowing Amendment Effective Date is are subject to the satisfaction of the following additional conditions precedentconditions: (a) The Administrative the Agent shall have received (1) a Borrowing Notice if required by Article II and (2) a certificate of an Authorized Representative providing information about the followingFinanced Aircraft; (b) the representations and warranties of the Credit Parties set forth in Article VI, each dated in Section 3.6(g) of the Security Agreement with respect to the Eligible Lease of the Financed Aircraft being financed on such borrowing date, and elsewhere in the Loan Documents shall be true and correct in all material respects on and as of the applicable date of such Loan, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date and except that (from the date that financial statements are delivered to the Agent and the Lenders pursuant to Section 7.1) the representation and warranty contained in Section 6.6(a) shall be deemed to be a representation and warranty that the financial statements of the Borrowers and their respective Subsidiaries most recently delivered to the Agent and the Lender pursuant to Section 7.1 present fairly the financial condition of such Borrowers and Subsidiaries as of the period reported therein, all in conformity with GAAP applied on a Consistent Basis; (c) at the time of the initial Loan to any Borrowing Affiliate, such Borrowing Affiliate (including the Borrower with respect to such Loan) shall have executed and delivered to the Agent an Assumption Letter, and each of the Borrowers and the Agent shall have executed each such Assumption Letter; (d) at the time of the initial Loan to any Borrowing Affiliate, such Borrowing Affiliate shall have delivered to the Agent (i) Facility Guaranties fully executed by each Beneficial Owner of such Borrowing Affiliate, by each Subsidiary of any such Beneficial Owner (other than such Borrowing Affiliate), by each Subsidiary of such Borrowing Affiliate and by each Applicable Intermediary (if any); (ii) Pledge Agreements fully executed by the appropriate pledgors, granting a security interest in all Pledged Interests with respect to each such Beneficial Owner, such Borrowing Affiliate, each Subsidiary of any such Beneficial Owner, each Subsidiary of such Borrowing Affiliate, and each Applicable Intermediary (if any); (iii) Security Agreements fully executed by such Borrowing Affiliate, each Beneficial Owner of such Borrowing Affiliate, each Subsidiary of any such Beneficial Owner, each Subsidiary of each such Borrowing Affiliate, and each Applicable Intermediary (if any); and (iv) Collateral Assignments with respect to any Eligible Lease fully executed by such Borrowing Affiliate, each Applicable Intermediary (if any) and each Applicable Carrier; (e) at the time of the initial Loan to any Borrowing Affiliate, such Borrowing Affiliate (including the Borrower with respect to such Loan) shall have delivered to the Agent all other agreements, instruments and documents required by each such Assumption Letter; (f) without limiting the generality of the foregoing, the Agent shall have received on or prior to the date of such advance, each of the documents and instruments required by Section 5.2 as if such Borrowing Affiliate had been a Borrower at the time of the initial Loan, and as if each Financed Aircraft financed by such Loan had been financed by the initial Loan; (g) at the time of (and after giving effect to) each Loan, no Default or Event of Default specified in Article IX shall have occurred and be continuing; and (h) immediately after giving effect to a Term Loan Borrowing Date and, in sufficient copies for each LenderLoan: (i) A the aggregate principal balance of all outstanding Term Note Loans for each Lender having a shall not exceed such Lender's Term Loan Commitment, in accordance with SECTION 2.4(b); and (ii) the favorable opinions of (A) Grahxx & Xunn, XX, or such other law firm reasonably acceptable to Term Loan Outstandings shall not exceed the Administrative Agent, as special counsel to the Borrower, as to the matters set forth in EXHIBIT B-2 to the Third Amendment, and (B) Rubix, Xxxxxxx, Xxerxxx, Xxxxxx & Xookx, X.L.P., or such other law firm reasonably acceptable to the Administrative Agent, as FCC counsel to the Borrower, EXHIBIT B-3 to the Third Amendment, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as the Administrative Agent or any Lender may reasonably request. (b) The Administrative Agent shall have received a certificate lesser of the secretary Borrowing Base or an assistant secretary of the Borrower and each Subsidiary of the Borrower, in form and substance satisfactory to the Administrative Agent, certifying that subsequent to the delivery of the certificate with respect to such entity required by SECTION 4.1(c), there has been no amendment to the articles or certificate of incorporation or bylaws of such entityTotal Term Loan Commitment. (c) The Administrative Agent shall have received a certificate as of a recent date of the good standing of the Borrower and each Subsidiary under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (d) The Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed and executed UCC-1 financing statements, if applicable) as necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Liens created by the Security Documents shall have been completed, or arrangements satisfactory to the Administrative Agent for completion thereof shall have been made. (e) Each of the conditions set forth in SECTION 4.4 shall have been satisfied.

Conditions of Term Loans. The obligation of each Lender having a Term Loan Commitment (including any lender that was not a Lender prior to the execution and delivery of a Lender Addition and Acknowledgment Agreement) to make its Term Loans on a Term Loan Borrowing Date hereunder is subject to the satisfaction satisfaction, or waiver in accordance with Section 10.01, of the following additional conditions precedent: (a) The Administrative Agent shall have received each of the following, each of which shall be originals or telecopies (followed promptly by originals), each dated as the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Administrative Agent and each of the applicable Term Loan Borrowing Date and, Lenders and in sufficient such number of copies for each Lenderas may be reasonably requested by the Administrative Agent: (i) A Term Note duly executed counterparts of this Agreement and the Subsidiary Guaranty, sufficient in number for distribution to each Agent, each Lender having a Term Loan Commitment, in accordance with SECTION 2.4(b); andand the Borrower; (ii) a Term Note or Term Notes duly executed by the Borrower in favor of each Lender requesting the same; (iii) the Security Agreement, duly executed by each Loan Party, together with: (A) certificates representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt endorsed in blank, (B) financing statements in proper form for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary in order to perfect and protect the second priority (subject only to the Lien of the First Lien Collateral Agent in favor of the holders of the First Lien Obligations) liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) completed requests for information (the results of which shall be reasonably satisfactory to the Administrative Agent and the Initial Lenders), dated on or before the date of the Term Loan, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, and (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary in order to perfect and protect the liens and security interests created thereby (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements) and that all filing and recording taxes and fees (if any) have been paid; (iv) the Intercreditor Agreement, duly authorized by the parties thereto; (v) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may deem necessary in order to perfect and protect the second priority (subject only to the Lien of the First Lien Collateral Agent in favor of the holders of the First Lien Obligations) liens and security interests created under the Intellectual Property Security Agreement has been authorized; (vi) such duly executed certificates of resolutions or consents, incumbency certificates and/or other duly executed certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (vii) such documents and duly executed certifications as the Administrative Agent or the Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of incorporation or formation and each other jurisdiction in which it conducts business, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) favorable opinions of (A) Grahxx & XunnGxxxxxxxx Txxxxxx, XXLLP, or such other law firm reasonably acceptable to the Administrative Agent, as special counsel to the BorrowerLoan Parties, addressed to each Agent and each Lender, in substantially the form of Exhibit I and covering such other matters concerning the Loan Parties and the Loan Documents as to the matters set forth in EXHIBIT B-2 to the Third AmendmentRequired Lenders may reasonably request, and (B) Rubix, Xxxxxxx, Xxerxxx, Xxxxxx & Xookx, X.L.P., or such other law firm reasonably acceptable to the Administrative Agentextent not covered in the opinion referred to in clause (A) above, as FCC local counsel to the Borrower, EXHIBIT B-3 to Loan Parties in states in which the Third Amendment, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as the Administrative Agent Loan Parties are incorporated or any Lender may reasonably request. (b) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Borrower and each Subsidiary of the Borrowerorganized, in form and substance satisfactory to the Administrative AgentAgent and the Initial Lenders; (ix) a certificate of the chief executive officer, chief financial officer or a senior vice president of each Loan Party either (A) attaching copies of all governmental consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such governmental consents, licenses and approvals shall be in full force and effect, or (B) stating that no such governmental consents, licenses or approvals are so required; (x) a certificate signed by the chief executive officer, chief financial officer or a senior vice president of the Borrower certifying (A) that subsequent the conditions specified in Sections 4.01(b) and (c) have been satisfied and (B) that since March 31, 2007, no Material Adverse Effect has occurred; (xi) a certificate attesting to the delivery Solvency of the certificate Borrower and its Subsidiaries taken as a whole, before and after giving effect to the Transaction, from the chief executive officer, chief financial officer or a senior vice president of the Borrower, substantially in the form of Exhibit H hereto; (xii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for the Borrower for (i) each fiscal quarter ended after March 31, 2007 at least 40 days before the Closing Date and (ii) each fiscal month after the most recent fiscal quarter for which financial statements were received by the Administrative Agent as described in clause (i) above and ended at least 40 days before the Closing Date, in each case prepared in accordance with respect GAAP, and which financial statements shall not be materially inconsistent with the financial statements or forecasts previously provided to the Administrative Agent and the Initial Lenders; (xiii) a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the most recent full twelve-month period ending on the last day of the most recently completed four-fiscal quarter period, prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which financial statements (A) shall not be materially inconsistent with the forecasts previously provided to the Administrative Agent and the Initial Lenders, and (B) shall evidence that the Borrower’s pro forma Consolidated EBITDA for such twelve-month period is not less than $16,000,000; (xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and names the Collateral Agent as additional insured and loss payee, including an insurance broker’s letter to such entity required effect reasonably satisfactory to the Administrative Agent and the Initial Lenders; (xv) certified copies of the Related Documents, together with all agreements, instruments and other documents delivered in connection therewith as the Administrative Agent or the Initial Lenders shall request; (xvi) evidence that (A) all Existing Indebtedness, other than Surviving Indebtedness, has been (or, substantially simultaneously with the closing of the First Lien Facility, shall be) prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and all commitments relating thereto terminated; and (B) after giving effect to the Transaction and the other transactions contemplated hereby, the Borrower and its Subsidiaries will have outstanding no indebtedness or preferred stock other than (1) Term Loans and other extensions of credit hereunder, (2) Surviving Indebtedness, and (3) the loans and other extensions of credit under the First Lien Facility; (xvii) such other assurances, certificates, documents, information, consents, third party reports (including to environmental matters) or opinions as any Agent or any Lender may reasonably require; (xviii) the Perfection Certificate, duly executed by SECTION 4.1(cthe Borrower and the Subsidiary Guarantors; and (xix) forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent and the Initial Lenders, consisting of consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries on a quarterly basis for the period from April 1, 2007 through March 31, 2009 and on an annual basis for the fiscal years ending March 31, 2010, March 31, 2011 and March 31, 2012; it being understood and agreed that (A) any financial or business projections furnished by the Borrower are subject to significant uncertainties and contingencies, which may be beyond the control of the Borrower, (B) no assurance is given by the Borrower that the results or forecast in any such projections will be realized and (C) the actual results may differ from the forecast results set forth in such projections and such differences may be material. (b) The representations, warranties and certifications of or on behalf of the Loan Parties contained in Article V or any other Loan Document, or which are contained in any certificate or other document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of the Term Borrowing (both before and after giving effect thereto), there has been no amendment except to the articles or certificate of incorporation or bylaws extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such entityearlier date. (c) The Administrative Agent shall have received a certificate as No Default or Event of a recent date Default has occurred and is continuing, or would result from the Term Borrowing or from the application of the good standing of the Borrower and each Subsidiary under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdictionproceeds therefrom. (d) The Administrative Agent shall have received evidence a Committed Loan Notice in form accordance with the requirements hereof (which shall be deemed to be a representation and substance satisfactory to it warranty that all filings, recordings, registrations the conditions specified in Sections 4.01(b) and other actions (including, without limitation, the filing of duly completed c) have been satisfied on and executed UCC-1 financing statements, if applicable) as necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect date of the Liens created by the Security Documents shall have been completed, or arrangements satisfactory to the Administrative Agent for completion thereof shall have been madeTerm Borrowing). (e) Each To the extent invoiced to the Borrower, (i) the Borrower shall have paid all accrued fees and reasonable expenses of the conditions set forth in SECTION 4.4 Agents and the Arranger (including the reasonable fees, disbursements and other charges of Shearman & Sterling LLP) and (ii) the Borrower shall have been satisfiedpaid all accrued fees and reasonable expenses of the initial Lenders (including the reasonable fees, disbursements and other charges of Milbank, Tweed, Hxxxxx & MxXxxx LLP), on or before the Closing Date; provided that such reimbursable fees and expenses under clause (ii) shall not exceed $250,000. (f) All requisite governmental authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose conditions on the Transactions or the other transactions contemplated hereby. (g) The Administrative Agent shall have received, at least five Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti money laundering rules and regulations, including without limitation the USA PATRIOT Act. (i) The First Lien Facility shall have become effective and the Borrower shall have received at least $150,000,000 in gross cash proceeds from First Lien Loans on the Closing Date, and (ii) the terms and conditions of the First Lien Facility (including, but not limited to, terms and conditions relating to interest rates, fees, amortization, maturity, covenants, lien subordination, events of default and remedies) shall be satisfactory in all respects to the Administrative Agent and the Initial Lenders. Without limiting the generality of the provisions of Section 9.02, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.