AND EXCESS ASSETS WHICH ARE TRANSFERRED HEREUNDER AND (II) ALL NECESSARY
ACTION WILL HAVE BEEN TAKEN BY THE RELEVANT PARTIES TO GRANT TO THE INDENTURE
TRUSTEE A PERFECTED, FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL (EXCEPT,
WITH RESPECT TO CONTRIBUTED ENGINES LEASED TO LESSEES DOMICILED OUTSIDE THE
UNITED STATES, ONLY TO THE EXTENT REASONABLY AVAILABLE);
(U)
ORIGINATION AND COLLECTION PRACTICES.
TO
THE BEST OF THE SELLER'S KNOWLEDGE, THE ORIGINATION, ACQUISITION AND COLLECTION
PRACTICES USED BY THE SELLER WITH RESPECT TO EACH LEASE AGREEMENT HAVE BEEN IN
ALL RESPECTS LEGAL, PROPER, PRUDENT AND IN ACCORDANCE WITH THE STANDARDS IT USES
FOR ITS OWN PORTFOLIO;
(V)
RESERVED;
(W)
OWNER TRUST.
THE OWNER TRUST THAT WILL HOLD
SUCH ENGINE IS DULY ORGANIZED, VALIDLY EXISTING AND IN COMPLIANCE UNDER THE LAWS
OF THE STATE OF ITS FORMATION, AS INDICATED IN THE APPLICABLE ENGINE TRANSFER
CERTIFICATE, WITH ALL NECESSARY POWER AND AUTHORITY TO OWN ITS PROPERTIES AND TO
CONDUCT ITS BUSINESS AS SUCH PROPERTIES ARE CURRENTLY OWNED OR CONTEMPLATED TO
BE OWNED AND SUCH BUSINESS IS CURRENTLY OR CONTEMPLATED TO BE CONDUCTED, HAD AT
ALL RELEVANT TIMES, AND NOW HAS, POWER, AUTHORITY, AND LEGAL RIGHT TO ACQUIRE
AND OWN THE ENGINE AND LEASE OWNED BY IT, AS DESCRIBED IN THE APPLICABLE ENGINE
TRANSFER CERTIFICATE AND TO PERFORM ITS OBLIGATIONS UNDER ANY RELATED DOCUMENT
TO WHICH IT IS A PARTY, AND HAS NOT AT ANY TIME HAD ANY OTHER LEGAL NAME EXCEPT
AS SET FORTH IN THE APPLICABLE ENGINE TRANSFER CERTIFICATE;
Schedule 2-10
(X)
RESERVED;
(Y)
ORDINARY COURSE OF BUSINESS.
ALL LEASE
AGREEMENTS RELATED TO CONTRIBUTED ENGINES AND CONTRIBUTED BENEFICIAL INTERESTS
WERE ORIGINATED IN THE ORDINARY COURSE OF BUSINESS OF THE SELLER'S BUSINESS;
(Z)
NO ADVERSE SELECTION PROCEDURES:
ELIGIBLE
ENGINES.
NO ADVERSE SELECTION PROCEDURES HAVE BEEN USED BY THE SELLER IN
SELECTING ANY CONTRIBUTED ENGINE (AND RELATED LEASE AGREEMENT) OR EXCESS ASSET
AND EACH CONTRIBUTED ENGINE AND EACH LEASE AGREEMENT IS AN ELIGIBLE ENGINE AND
AN ELIGIBLE LEASE, RESPECTIVELY, AND EACH EXCESS ASSET IS AN ELIGIBLE ENGINE
EXCEPT WITH RESPECT TO CLAUSES (1) AND (2) OF THE DEFINITION THEREOF;
(AA)
ORDINARY COURSE.
THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT ARE BEING CONSUMMATED BY THE SELLER IN GOOD FAITH AND IN
FURTHERANCE OF THE SELLER'S ORDINARY BUSINESS PURPOSES AND CONSTITUTE A
PRACTICAL AND REASONABLE COURSE OF ACTION BY THE SELLER DESIGNED TO IMPROVE THE
FINANCIAL POSITION OF THE SELLER, WITH NO CONTEMPLATION OF INSOLVENCY AND WITH
NO INTENT TO HINDER, DELAY OR DEFRAUD ANY OF ITS PRESENT OR FUTURE CREDITORS;
(BB)
TO THE BEST OF THE SELLER'S KNOWLEDGE, EACH LEASE
AGREEMENT AND ALL ACCOMPANYING DOCUMENTS ARE COMPLETE AND AUTHENTIC AND ALL
SIGNATURES THEREON ARE GENUINE;
(CC)
EACH LEASE AGREEMENT AROSE FROM A BONA FIDE
TRANSACTION, COMPLYING WITH ALL APPLICABLE LAWS AND REGULATIONS OF GOVERNMENTAL
AUTHORITIES, WITH PERSONS HAVING LEGAL CAPACITY TO CONTRACT AND WAS DULY
AUTHORIZED, EXECUTED AND DELIVERED BY THE SELLER;
(DD)
ALL AMOUNTS REPRESENTED TO BE PAYABLE UNDER EACH
LEASE AGREEMENT ARE, IN FACT, PAYABLE IN ACCORDANCE WITH THE PROVISIONS OF EACH
LEASE AGREEMENT;
(EE)