Common use of Documents, Etc Clause in Contracts

Documents, Etc. The Borrower has delivered, or will deliver, to the Lenders before the Loan is made, the following documents (this Agreement together with each of the following defined documents and each other instrument, document, guaranty, mortgage, deed of trust, chattel mortgage, pledge, consent, assignment, contract, security agreement, lease, financing statement, patent, trademark or copyright registration, subordination agreement, trust account agreement, hedge agreement, or other agreement executed and delivered by Borrower with respect to this Agreement or to create or perfect any Lien in any collateral securing the payment of the Loans (collectively the “Collateral”) (in each case as originally executed and as amended, modified or supplemented from time to time) being sometimes hereinafter referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and other items, all containing or to contain provisions acceptable to the Lenders and their respective counsel: (i) a promissory note dated as of even date herewith in the original principal amount of up to TWO MILLION ONE HUNDRED THOUSAND AND NO/100THS DOLLARS ($2,100,000) (such promissory note together with each renewal, replacement or substitute note therefor being the “PSB Note”) in the form attached hereto as Exhibit A-1, duly executed by the Borrower; and (ii) a promissory note dated as of even date herewith in the original principal amount of up to FOUR HUNDRED THOUSAND AND NO/100THS DOLLARS ($400,000) (such promissory note together with each renewal, replacement or substitute note therefor being the “MBT Note”; and together with the PSB Note being sometimes collectively referred to herein as the “Notes” and individually as a “Note”) in the form provided by the Lender, duly executed by the Borrower; (b) a security agreement (as amended, modified, replaced or restated from time to time, the “Security Agreement”) in the form provided by the Collateral Agent and duly executed by the Borrower granting to the Collateral Agent for the benefit of itself and for the ratable benefit of the Lenders a Lien in the Collateral described therein to secure repayment of the Loan and all other Obligations together with Uniform Commercial Code Standard Form UCC Financing Statements and all such other documents as may be deemed necessary by Collateral Agent to perfect the Collateral Agent’s Liens in such Collateral, and UCC and other searches from the filing offices in all states and the International Registry as may be required by the Collateral Agent which reflect that no other Person holds a prior Lien in any such Collateral except as permitted by Section 8(a); (c) a certificate by an officer of the Borrower certifying the names of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party on behalf of the Borrower together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party; and (iii) copies of the Borrower’s Certificate of Formation, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the limited liability company agreement of the Borrower together with all amendments thereto; (d) evidence of Good Standing for the Borrower of recent date issued by the Secretaries of State of (i) the State of Delaware; and (ii) the State of Arizona; (e) evidence of insurance required by any Loan Document; (f) a non-refundable fee in the amount of $31,500, payable to PSB in immediately available funds (g) a non-refundable fee in the amount of $6,000, payable to MBT in immediately available funds; (h) evidence of insurance required by any Loan Document; (i) a closing certificate, in the form provided by Lender, duly executed by a manager or officer of the Borrower; (j) a true, correct and complete copy of the Airframe Sale and Purchase Agreement, dated on or about January 18, 2019, by and between Borrower and Contrail, together with true, correct and complete copies of each of the other documents described on Schedule 1(j) attached hereto and incorporated herein by reference (the “Airframe Purchase Agreement”), together with the other documents listed on Schedule 1(j) being sometimes hereinafter referred to as an “Airframe Transaction Document” and collectively as the “Airframe Transaction Documents”) pursuant to which the Borrower is acquiring (the “Airframe Acquisition”) from Contrail a used Boeing 737-700 Airframe bearing MSN 30741 and related parts and documents (collectively, the “Acquired Assets”); (k) a Collateral Assignment of Purchase Agreement document pursuant to which Borrower collaterally assigns its right, title and interest to the Airframe Purchase Agreement and the other Airframe Transaction Documents to the Collateral Agent, in the form provided by the Lender, duly executed by Borrower; (l) a true, correct and complete copy of the Aircraft Disassembly Agreement, dated on or about January 2, 2019, by and between Borrower and Jet Yard (the “Disassembly Agreement”), pursuant to which Jet Yard agrees to disassemble the Airframe into parts and prepare the constituent parts for sale; (m) a true, correct and complete copy of that certain Consignment Agreement dated on or about January 18, 2019 by and between Borrower and Airco (the “Consignment Agreement”), pursuant to which Airco agrees to sell the disassembled Airframe parts on behalf of Borrower; (n) separate Bailee Agreement documents, each in the form provided by Collateral Agent, duly executed by Jet Yard and Airco, regarding Collateral that may from time to time be located at each such Persons’ facilities; (o) a statement summarizing the flow of funds required to consummate the Airframe Acquisition, acceptable to Lenders, in their sole discretion; (p) evidence satisfactory to the Lenders that: (i) all conditions precedent to the consummation of the Airframe Acquisition have been satisfied or waived, including, without limitation, evidence that all necessary regulatory approvals to the consummation of the Airframe Acquisition have been obtained; (iii) no litigation exists relating to the Airframe Acquisition; (iv) all of the (q) confirmation that all of such Acquired Assets have been delivered in acceptable condition to Jet Yard’s facility in Marana, Arizona; and (v) contemporaneously with the Borrower’s receipt of the proceeds of the Loan, the Airframe Acquisition will be consummated in full in accordance with the terms of the Airframe Transaction Documents; (r) a final inspection report of the Acquired Assets, in form and substance acceptable to the Lenders, confirming that all parts included in the descriptive materials previously provided by the Borrower to the Lenders are actually present on the Airframe; (s) a Collateral Agency Agreement (such Collateral Agency Agreement, as it may be amended, modified, supplemented, restated or replaced from time to time, being the “Collateral Agency Agreement”), by and among the Lenders and MBT, in its capacity as collateral agent (in such capacity, the “Collateral Agent”); and such other approvals, inspection reports, appraisals, certificates, opinions or documents as the Lenders may reasonably request, including, without limitation, a Borrowing Base Certificate, together with a detailed inventory report as of a recent date. In addition, the Lenders or their agent(s) shall have completed their inspection of the business, operations and assets of the Borrower, and such survey shall provide the Lenders with results and information which, in the Lenders’ determination, are satisfactory to the Lenders.

Documents, Etc. The Borrower has delivered, or will deliver, to the Lenders Lender before the initial Airframe Acquisition Loan is made, the following documents (this Agreement together with each of the following defined documents and each other instrument, document, guaranty, mortgage, deed of trust, chattel mortgage, pledge, consent, assignment, contract, security agreement, lease, financing statement, patent, trademark or copyright registration, subordination agreement, trust account agreement, hedge agreement, or other agreement executed and delivered by Borrower with respect to this Agreement or to create or perfect any Lien in any collateral securing the payment of the Loans (collectively the “Collateral”) (in each case as originally executed and as amended, modified or supplemented from time to time) being sometimes hereinafter referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and other items, all containing or to contain provisions acceptable to the Lenders Lender and their respective its counsel: (i) a promissory note dated as of even date herewith in the original principal amount of up to TWO MILLION ONE HUNDRED THOUSAND AND NO/100THS DOLLARS ($2,100,000) (such promissory note together with each renewal, replacement or substitute note therefor being the “PSB Note”) in the form attached hereto as Exhibit A-1, duly executed by the Borrower; and (ii) a promissory note dated as of even date herewith in the original principal amount of up to FOUR HUNDRED THOUSAND AND NO/100THS DOLLARS ($400,000) (such promissory note together with each renewal, replacement or substitute note therefor being the “MBT Note”; and together with the PSB Note being sometimes collectively referred to herein as the “Notes” and individually as a “Note”) in the form provided by the Lender, duly executed by the Borrower; (b) a security agreement (as amended, modified, replaced or restated from time to time, the “Security Agreement”) in the form provided by the Collateral Agent and duly executed by the Borrower granting to the Collateral Agent for the benefit of itself and for the ratable benefit of the Lenders a Lien in the Collateral described therein to secure repayment of the Loan and all other Obligations together with Uniform Commercial Code Standard Form UCC Financing Statements and all such other documents as may be deemed necessary by Collateral Agent to perfect the Collateral Agent’s Liens in such Collateral, and UCC and other searches from the filing offices in all states and the International Registry as may be required by the Collateral Agent which reflect that no other Person holds a prior Lien in any such Collateral except as permitted by Section 8(a); (ca) a certificate by an officer of the Borrower certifying the names of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party on behalf of the Borrower together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party; and (iii) copies of the Borrower’s Certificate of Formation, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the limited liability company agreement of the Borrower together with all amendments thereto; (db) evidence of Good Standing for the Borrower of recent date issued by the Secretaries of State of (i) the State of Delaware; and (ii) the State of Arizona; (ec) evidence of insurance required by any Loan Document; (fd) a non-refundable fee in the amount of $31,500, payable to PSB in immediately available funds (g) a non-refundable fee in the amount of $6,000, payable to MBT in immediately available funds; (h) evidence of insurance required by any Loan Document; (i) a closing certificate, in the form provided by Lender, duly executed by a manager or officer of the Borrower; (j) a true, correct and complete copy of the Airframe Sale and Purchase Agreement, dated on or about January 18, 2019, by and between Borrower and Contrail, together with true, correct and complete copies of each of the other documents described on Schedule 1(j) attached hereto and incorporated herein by reference third party pledge agreement (the “Airframe Purchase Pledge Agreement”), together with the other documents listed on Schedule 1(j) being sometimes hereinafter referred to as an “Airframe Transaction Document” and collectively as the “Airframe Transaction Documents”) pursuant to which the Borrower is acquiring (the “Airframe Acquisition”) from Contrail a used Boeing 737-700 Airframe bearing MSN 30741 and related parts and documents (collectively, the “Acquired Assets”); (k) a Collateral Assignment of Purchase Agreement document pursuant to which Borrower collaterally assigns its right, title and interest to the Airframe Purchase Agreement and the other Airframe Transaction Documents to the Collateral Agent, in the form provided by the Lender, duly executed by Borrower; Airco, LLC, a North Carolina limited liability company (l) a true, correct and complete copy of the Aircraft Disassembly Agreement, dated on or about January 2, 2019, by and between Borrower and Jet Yard (the “Disassembly Agreement”), pursuant to which Jet Yard agrees to disassemble the Airframe into parts and prepare the constituent parts for sale; (m) a true, correct and complete copy of that certain Consignment Agreement dated on or about January 18, 2019 by and between Borrower and Airco (the “Consignment AgreementAirco”), pursuant to which Airco agrees pledges all of the outstanding membership interest of the Borrower to sell Lender as collateral for the disassembled Airframe parts Obligations; (e) a certificate by an officer of Airco certifying the names of the officers of Airco authorized to sign the Loan Documents to which Airco is a party on behalf of Borrower; (n) separate Bailee Agreement documents, each in the form provided by Collateral Agent, duly executed by Jet Yard and Airco, regarding Collateral that may from time to time be located at each such Persons’ facilities; (o) a statement summarizing the flow of funds required to consummate the Airframe Acquisition, acceptable to Lenders, in their sole discretion; (p) evidence satisfactory to the Lenders thatAirco together with: (i) all conditions precedent to the consummation a sample of the Airframe Acquisition have been satisfied or waived, including, without limitation, evidence that all necessary regulatory approvals to the consummation true signatures of such officers; (ii) resolutions of the Airframe Acquisition have been obtainedboard of managers of Airco authorizing the execution, delivery and performance of the Loan Documents to which Airco is a party; and (iii) no litigation exists relating to copies of Airco’s Articles of Organization, together with all amendments thereto, certified by the Airframe Acquisition; (iv) all of the (q) confirmation that all of such Acquired Assets have been delivered in acceptable condition to Jet Yard’s facility in Marana, Arizona; and (v) contemporaneously with the Borrower’s receipt appropriate governmental official of the proceeds jurisdiction of the Loan, the Airframe Acquisition will be consummated in full in accordance with the terms its organization as of the Airframe Transaction Documents; (r) a final inspection report of the Acquired Assets, in form and substance date acceptable to the LendersLender, confirming that and the operating agreement of Airco together with all parts included in the descriptive materials previously provided by the Borrower to the Lenders are actually present on the Airframe; (s) a Collateral Agency Agreement (such Collateral Agency Agreement, as it may be amended, modified, supplemented, restated or replaced from time to time, being the “Collateral Agency Agreement”), by and among the Lenders and MBT, in its capacity as collateral agent (in such capacity, the “Collateral Agent”)amendments thereto; and such other approvals, inspection reports, appraisals, certificates, opinions or documents as the Lenders Lender may reasonably request, including, without limitation, a Borrowing Base Certificate, together with a detailed inventory report as of a recent date. In addition, the Lenders Lender or their agent(s) its agent shall have completed their its inspection of the business, operations and assets of the Borrower, and such survey shall provide the Lenders Lender with results and information which, in the Lenders’ Lender’s determination, are satisfactory to the LendersLender.

Documents, Etc. The Borrower has delivered, or will deliver, to the Lenders Lender before the Loan is made, the following documents (this Agreement together with each of the following defined documents and each other instrument, document, guaranty, mortgage, deed of trust, chattel mortgage, pledge, consent, assignment, contract, security agreement, lease, financing statement, patent, trademark or copyright registration, subordination agreement, trust account agreement, hedge agreement, or other agreement executed and delivered by Borrower with respect to this Agreement or to create or perfect any Lien in any collateral securing the payment of the Loans (collectively the “Collateral”) (in each case as originally executed and as amended, modified or supplemented from time to time) being sometimes hereinafter referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and other items, all containing or to contain provisions acceptable to the Lenders Lender and their respective its counsel: (ia) a A promissory note dated as of even date herewith in the original principal amount of up to TWO THREE MILLION FOUR HUNDRED FORTY ONE HUNDRED THOUSAND AND NO/100THS DOLLARS ($2,100,0003,441,000) (such promissory note together with each renewal, replacement or substitute note therefor being the “PSB Note”) in the form attached hereto as Exhibit A-1, duly executed by the Borrower; and (ii) a promissory note dated as of even date herewith in the original principal amount of up to FOUR HUNDRED THOUSAND AND NO/100THS DOLLARS ($400,000) (such promissory note together with each renewal, replacement or substitute note therefor being the “MBT Note”; and together with the PSB Note being sometimes collectively referred to herein as the “Notes” and individually as a “Note”) in the form provided by the Lender, duly executed by the Borrower; (b) a security agreement (as amended, modified, replaced or restated from time to time, the “Security Agreement”) in the form provided by the Collateral Agent Lender and duly executed by the Borrower granting to the Collateral Agent for the benefit of itself and for the ratable benefit of the Lenders Lender a Lien in the Collateral described therein to secure repayment of the Loan and all other Obligations together with Uniform Commercial Code Standard Form UCC Financing Statements and all such other documents as may be deemed necessary by Collateral Agent Lender to perfect the Collateral AgentLender’s Liens in such Collateral, and UCC and other searches from the filing offices in all states and the International Registry as may be required by the Collateral Agent Lender which reflect that no other Person holds a prior Lien in any such Collateral except as permitted by Section 8(a); (c) [intentionally deleted]; (d) a certificate by an officer of the Borrower certifying the names of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party on behalf of the Borrower together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party; and (iii) copies of the Borrower’s Certificate Articles of FormationOrganization, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the limited liability company agreement bylaws of the Borrower together with all amendments thereto; (de) evidence of Good Standing for the Borrower of recent date issued by the Secretaries of State of (i) the State of Delaware; and (ii) the State of Arizona; (ef) a non-refundable fee of $51,615, payable in immediately available funds]; (g) evidence of insurance required by any Loan Document; (f) a non-refundable fee in the amount of $31,500, payable to PSB in immediately available funds (g) a non-refundable fee in the amount of $6,000, payable to MBT in immediately available funds; (h) evidence of insurance required by any Loan Document; (i) a closing certificate, in the form provided by Lender, duly executed by a manager or officer of the Borrower; (ji) a true, correct and complete copy of that certain Purchase Agreement (the “Airframe Sale and Purchase Agreement”) dated as of October 9, dated on or about January 18, 2019, 2017 by and between Borrower and ContrailContrail Aviation Support, LLC, a Wisconsin limited liability company (“Seller”), together with true, correct and complete copies of each of the other documents described on Schedule 1(j1(h) attached hereto and incorporated herein by reference (the “Airframe Purchase Agreement”), together with the other documents listed on Schedule 1(j1(i) being sometimes hereinafter referred to as an a “Airframe Transaction Document” and collectively as the “Airframe Transaction Documents”) pursuant to which the Borrower is acquiring (the “Airframe Acquisition”) from Contrail a used Boeing 737-700 800 Airframe bearing MSN 30741 28407 and related parts and documents (collectively, the “Acquired Assets”); (kj) a Collateral Assignment of Purchase Agreement document pursuant to which Borrower collaterally assigns its right, title and interest to the Airframe Purchase Agreement and the other Airframe Transaction Documents to the Collateral AgentLender, in the form provided by the Lender, duly executed by Borrower; (lk) a true, correct and complete copy of the that certain Aircraft Disassembly AgreementAgreement dated as of October 10, dated on or about January 2, 2019, 2017 by and between Borrower and Jet Yard (the “Disassembly Agreement”), pursuant to which Jet Yard agrees to disassemble the Airframe into parts and prepare the constituent parts for sale; (ml) a true, correct and complete copy of that certain Consignment Agreement dated on or about January 18as of October 20, 2019 2017 by and between Borrower and Airco (the “Consignment Agreement”), pursuant to which Airco agrees to sell the disassembled Airframe parts on behalf of Borrower; (nm) separate Bailee Agreement documents, each in the form provided by Collateral AgentLender, duly executed by Jet Yard and Airco, regarding Collateral that may from time to time be located at each such Persons’ facilities; (on) a statement summarizing the flow of funds required to consummate the Airframe Acquisition, acceptable to LendersLender, in their its sole discretion; (po) evidence satisfactory to the Lenders Lender that: (i) all conditions precedent to the consummation of the Airframe Acquisition have been satisfied or waived, including, without limitation, evidence that ; (ii) all necessary regulatory approvals to the consummation of the Airframe Acquisition have been obtained; (iii) no litigation exists relating to the Airframe Acquisition; (iv) all of the (q) confirmation that all of such the Acquired Assets have been delivered in acceptable condition to Jet Yard’s facility in Marana, Arizona; and (v) contemporaneously with the Borrower’s receipt of the proceeds of the Loan, the Airframe Acquisition will be consummated in full in accordance with the terms of the Airframe Transaction Documents; (rp) a final inspection report of the Acquired Assets, in form and substance acceptable to the LendersLender, confirming that all parts included in the descriptive materials previously provided by the Borrower to the Lenders Lender are actually present on the Airframe;; and (sq) a Collateral Agency Agreement (such Collateral Agency Agreement, as it may be amended, modified, supplemented, restated or replaced from time to time, being the “Collateral Agency Agreement”), by and among the Lenders and MBT, in its capacity as collateral agent (in such capacity, the “Collateral Agent”); and such other approvals, inspection reports, appraisals, certificates, opinions or documents as the Lenders Lender may reasonably request, including, without limitation, a Borrowing Base Certificate, together with a detailed inventory report as of a recent date. In addition, the Lenders Lender or their agent(s) its agent shall have completed their its inspection of the business, operations and assets of the BorrowerAcquired Assets, and such survey inspection shall provide the Lenders Lender with results and information which, in the Lenders’ Lender’s determination, are satisfactory to the LendersLender.

Documents, Etc. The Borrower has delivered, or will deliver, to the Lenders Lender before the initial Revolving Loan is made, the following documents (this Agreement together with each of the following defined documents and each other instrument, document, guaranty, mortgage, deed of trust, chattel mortgage, pledge, consent, assignment, contract, security agreement, lease, financing statement, patent, trademark or copyright registration, subordination agreement, trust account agreement, hedge agreement, or other agreement executed and delivered by Borrower with respect to this Agreement or to create or perfect any Lien in any collateral securing the payment of the Loans (collectively the “Collateral”) (in each case as originally executed and as amended, modified or supplemented from time to time) being sometimes hereinafter referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and other items, all containing or to contain provisions acceptable to the Lenders Lender and their respective its counsel: (ia) a promissory note dated as of even date herewith in the original principal amount of up to TWO MILLION ONE HUNDRED THOUSAND AND NO/100THS DOLLARS ($2,100,000) (such promissory note together with each renewal, replacement or substitute note therefor being the “PSB Note”) in the form attached hereto as Exhibit A-1this Agreement, duly executed and delivered by an officer of the Borrower; ; (b) the Revolving Credit Note, duly executed and delivered by an officer of the Borrower; (iic) a promissory note dated as the Security Agreement, duly executed and delivered by an officer of even date herewith in the original principal amount of up to FOUR HUNDRED THOUSAND AND NO/100THS DOLLARS Borrower; ($400,000d) an Amended and Restated Pledge Agreement (such promissory note together with each renewal, replacement or substitute note therefor being the “MBT NotePledge Agreement”; and together with the PSB Note being sometimes collectively referred to herein as the “Notes” and individually as a “Note”) ), in the form provided by the Lender, duly executed by Airco, amending and restating in its entirety that certain Pledge Agreement dated as of February 22, 2018, pursuant to which Airco pledges all of the Borroweroutstanding membership interest of the Borrower to Lender as collateral for the Obligations; (be) a security agreement (as amended, modified, replaced or restated from time to time, the “Security Agreement”) Subordination Agreement in the form provided by the Collateral Agent and Lender, duly executed by the Borrower granting to the Collateral Agent for the benefit of itself and for the ratable benefit of the Lenders a Lien in the Collateral described therein to secure repayment of the Loan and all other Obligations together with Uniform Commercial Code Standard Form UCC Financing Statements and all such other documents as may be deemed necessary by Collateral Agent to perfect the Collateral Agent’s Liens in such Collateral, and UCC and other searches from the filing offices in all states and the International Registry as may be required by the Collateral Agent which reflect that no other Person holds a prior Lien in any such Collateral except as permitted by Section 8(a)Air T; (cf) a certificate by an officer of the Borrower certifying the names of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party on behalf of the Borrower together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party; and (iii) copies of the Borrower’s Certificate of Formation, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the limited liability company agreement of the Borrower together with all amendments thereto; (dg) evidence of Good Standing for the Borrower of recent date issued by the Secretaries of State of (i) the State of Delaware; and (ii) the State of Arizona; (e) evidence of insurance required by any Loan Document; (f) a non-refundable fee in the amount of $31,500, payable to PSB in immediately available funds (g) a non-refundable fee in the amount of $6,000, payable to MBT in immediately available funds; (h) evidence of insurance required by any Loan Document; (i) a closing certificatecertificate by an officer of Air T certifying the names of the officers of Air T authorized to sign the Loan Documents to which Air T is a party on behalf of Air T together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the board of directors of Air T authorizing the execution, in delivery and performance of the form provided Loan Documents to which Air T is a party; and (iii) copies of Air T’s Certificate of Incorporation, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, duly executed by a manager or officer and the bylaws of the BorrowerAir T together with all amendments thereto; (j) a true, correct and complete copy certificate by an officer of Airco certifying the names of the Airframe Sale officers of Airco authorized to sign the Loan Documents to which Airco is a party on behalf of Airco together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the board of managers of Airco authorizing the execution, delivery and Purchase Agreement, dated on or about January 18, 2019, by performance of the Loan Documents to which Airco is a party; and between Borrower and Contrail(iii) copies of Airco’s Articles of Organization, together with trueall amendments thereto, correct and complete copies of each certified by the appropriate governmental official of the other documents described on Schedule 1(j) attached hereto jurisdiction of its organization as of a date acceptable to the Lender, and incorporated herein by reference (the “Airframe Purchase Agreement”), operating agreement of Airco together with the other documents listed on Schedule 1(j) being sometimes hereinafter referred to as an “Airframe Transaction Document” and collectively as the “Airframe Transaction Documents”) pursuant to which the Borrower is acquiring (the “Airframe Acquisition”) from Contrail a used Boeing 737-700 Airframe bearing MSN 30741 and related parts and documents (collectively, the “Acquired Assets”)all amendments thereto; (k) a Collateral Assignment of Purchase Agreement document pursuant to which Borrower collaterally assigns its right, title and interest to the Airframe Purchase Agreement and the other Airframe Transaction Documents to the Collateral Agentpayment, in immediately available funds of a non-refundable origination fee in the form provided by amount of $25,000, together with reimbursement for all expenses for which invoices have been presented (including the fees and expenses of Lender’s legal counsel), duly executed by Borrower; (l) a true, correct and complete copy of the Aircraft Disassembly Agreement, dated on or about January 2, 2019, by and between Borrower and Jet Yard (before the “Disassembly Agreement”), pursuant to which Jet Yard agrees to disassemble the Airframe into parts and prepare the constituent parts for sale; (m) a true, correct and complete copy of that certain Consignment Agreement dated on or about January 18, 2019 by and between Borrower and Airco (the “Consignment Agreement”), pursuant to which Airco agrees to sell the disassembled Airframe parts on behalf of Borrower; (n) separate Bailee Agreement documents, each in the form provided by Collateral Agent, duly executed by Jet Yard and Airco, regarding Collateral that may from time to time be located at each such Persons’ facilities; (o) a statement summarizing the flow of funds required to consummate the Airframe Acquisition, acceptable to Lenders, in their sole discretion; (p) evidence satisfactory to the Lenders that: (i) all conditions precedent to the consummation of the Airframe Acquisition have been satisfied or waived, including, without limitation, evidence that all necessary regulatory approvals to the consummation of the Airframe Acquisition have been obtained; (iii) no litigation exists relating to the Airframe Acquisition; (iv) all of the (q) confirmation that all of such Acquired Assets have been delivered in acceptable condition to Jet Yard’s facility in Marana, Arizona; and (v) contemporaneously with the Borrower’s receipt of the proceeds of the Loan, the Airframe Acquisition will be consummated in full in accordance with the terms of the Airframe Transaction Documents; (r) a final inspection report of the Acquired Assets, in form and substance acceptable to the Lenders, confirming that all parts included in the descriptive materials previously provided by the Borrower to the Lenders are actually present on the Airframe; (s) a Collateral Agency Agreement (such Collateral Agency Agreement, as it may be amended, modified, supplemented, restated or replaced from time to time, being the “Collateral Agency Agreement”), by and among the Lenders and MBT, in its capacity as collateral agent (in such capacity, the “Collateral Agent”)Closing Date; and such other approvals, inspection reports, appraisals, certificates, opinions or documents as the Lenders Lender may reasonably request, including, without limitation, a Borrowing Base Certificate, together with a detailed inventory report as of a recent date, and the approval of Borrower’s initial participant, PSB. In addition, the Lenders Lender or their agent(s) its agent shall have completed their its inspection of the business, operations and assets of the Borrower, and such survey shall provide the Lenders Lender with results and information which, in the Lenders’ Lender’s determination, are satisfactory to the LendersLender.