ANY SUPPLEMENT TO BE GIVEN OR TAKEN BY HOLDERS MAY BE (I) EMBODIED IN AND
EVIDENCED BY ONE OR MORE INSTRUMENTS OF SUBSTANTIALLY SIMILAR TENOR SIGNED BY
SUCH HOLDERS IN PERSON OR BY AN AGENT DULY APPOINTED IN WRITING, (II) EVIDENCED
BY THE WRITTEN CONSENT OR DIRECTION OF HOLDERS OF THE SPECIFIED PERCENTAGE OF
THE PRINCIPAL AMOUNT OF THE NOTES, OR (III) EVIDENCED BY A COMBINATION OF SUCH
INSTRUMENT OR INSTRUMENTS; AND, EXCEPT AS HEREIN OTHERWISE EXPRESSLY PROVIDED,
SUCH ACTION SHALL BECOME EFFECTIVE WHEN SUCH INSTRUMENT OR INSTRUMENTS AND
RECORD ARE DELIVERED TO THE INDENTURE TRUSTEE AND, WHERE IT IS HEREBY EXPRESSLY
REQUIRED, TO THE ISSUER.
PROOF OF EXECUTION OF ANY SUCH INSTRUMENT OR OF A
WRITING APPOINTING ANY SUCH AGENT SHALL BE SUFFICIENT FOR ANY PURPOSE OF THIS
INDENTURE AND CONCLUSIVE IN FAVOR OF THE INDENTURE TRUSTEE AND THE ISSUER, IF
MADE IN THE MANNER PROVIDED IN THIS SECTION 1303.
69
(B)
THE FACT AND DATE OF THE EXECUTION BY ANY PERSON OF ANY SUCH
INSTRUMENT OR WRITING MAY BE PROVED BY THE AFFIDAVIT OF A WITNESS OF SUCH
EXECUTION OR BY A CERTIFICATE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED BY
LAW TO TAKE ACKNOWLEDGEMENTS OF DEEDS, CERTIFYING THAT THE INDIVIDUAL SIGNING
SUCH INSTRUMENT OR WRITING ACKNOWLEDGED TO HIM THE EXECUTION THEREOF.
WHERE
SUCH EXECUTION IS BY A SIGNER ACTING IN A CAPACITY OTHER THAN HIS INDIVIDUAL
CAPACITY, SUCH CERTIFICATE OR AFFIDAVIT SHALL ALSO CONSTITUTE SUFFICIENT PROOF
OF HIS AUTHORITY.
THE FACT AND DATE OF THE EXECUTION OF ANY SUCH INSTRUMENT OR
WRITING, OR THE AUTHORITY OF THE PERSON EXECUTING THE SAME, MAY ALSO BE PROVED
IN ANY OTHER MANNER WHICH THE INDENTURE TRUSTEE DEEMS SUFFICIENT.
(C)
THE OWNERSHIP OF NOTES SHALL BE PROVED BY THE NOTE REGISTER.
(D)
ANY REQUEST, DEMAND, AUTHORIZATION, DIRECTION, NOTICE, CONSENT,
WAIVER OR OTHER ACT OF THE HOLDER OF ANY NOTE SHALL BIND EVERY FUTURE HOLDER OF
THE SAME NOTE AND THE HOLDER OF EVERY NOTE ISSUED UPON THE REGISTRATION OF
TRANSFER THEREOF OR IN EXCHANGE THEREFOR OR IN LIEU THEREOF IN RESPECT OF
ANYTHING DONE, OMITTED OR SUFFERED TO BE DONE BY THE INDENTURE TRUSTEE OR THE
ISSUER IN RELIANCE THEREON, WHETHER OR NOT NOTATION OF SUCH ACTION IS MADE UPON
SUCH NOTE.
SECTION 1304.
INSPECTION.
(A)
UPON REASONABLE REQUEST, THE ISSUER AGREES THAT
IT SHALL MAKE AVAILABLE TO ANY REPRESENTATIVE OF THE INDENTURE TRUSTEE, ANY
SERIES ENHANCER (IF APPLICABLE) OR THE ADMINISTRATIVE AGENT AND THEIR DULY
AUTHORIZED REPRESENTATIVES, ATTORNEYS OR ACCOUNTANTS, FOR INSPECTION AND COPYING
ITS BOOKS OF ACCOUNT, RECORDS AND REPORTS RELATING TO THE ELIGIBLE ENGINES, THE
RELATED LEASE AGREEMENTS AND THE OTHER ITEMS OF COLLATERAL, ALL IN THE FORMAT
WHICH THE SERVICER USES FOR ITS OWN OPERATIONS.
SUCH INSPECTIONS SHALL BE
CONDUCTED DURING NORMAL BUSINESS HOURS AND SHALL NOT UNREASONABLY DISRUPT THE
SERVICER'S BUSINESS.
ANY EXPENSE INCIDENT TO THE REASONABLE EXERCISE BY THE
INDENTURE TRUSTEE, THE ADMINISTRATIVE AGENT, EACH SERIES ENHANCER (IF
APPLICABLE) OR ANY NOTEHOLDER OF ANY RIGHT UNDER THIS SECTION 1304 SHALL BE
BORNE BY