OF THIS AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY, NO CONSENT, APPROVAL OR
AUTHORIZATION OF, OR FILING, REGISTRATION OR QUALIFICATION WITH, ANY
GOVERNMENTAL AUTHORITY IS OR WILL BE NECESSARY OR REQUIRED ON THE PART OF THE
SELLER IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE
TRANSFER AND CONVEYANCE OF THE CONTRIBUTED ASSETS AND EXCESS ASSETS HEREUNDER;
(M)
INVESTMENT COMPANY.
THE SELLER IS NOT AN
"INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY" WITHIN
THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED;
(N)
VALID BUSINESS PURPOSE.
THE SELLER HAS
VALID BUSINESS REASONS FOR SELLING, TRANSFERRING AND CONVEYING THE CONTRIBUTED
ASSETS AND EXCESS ASSETS TO THE ISSUER;
(O)
TITLE TO CONTRIBUTED ASSETS AND EXCESS
ASSETS.
IMMEDIATELY PRIOR TO THE TRANSFER OF ANY CONTRIBUTED ASSET OR ANY
EXCESS ASSET TO THE ISSUER PURSUANT TO THE TERMS OF THIS AGREEMENT, THE SELLER
HAD GOOD AND MARKETABLE TITLE TO SUCH CONTRIBUTED ASSET OR EXCESS ASSET FREE AND
CLEAR OF ALL LIENS EXCEPT PERMITTED ENCUMBRANCES, AND AS OF THE APPLICABLE
TRANSFER DATE, THE SELLER SHALL CONVEY TO THE ISSUER GOOD AND MARKETABLE TITLE
TO EACH SUCH CONTRIBUTED
Schedule 2-9
Asset and Excess Assets, free and clear of all Liens, except Permitted
Encumbrances and the Liens in favor of the Indenture Trustee;
(P)
DELIVERY OF REQUIRED FINANCING STATEMENTS.
THE SELLER HAS FILED ON OR PRIOR TO EACH TRANSFER DATE ALL OF THE FILINGS
PURSUANT TO SECTIONS 2.03(A) OR (B), AS THE CASE MAY BE, AND (C) HEREOF WITH
RESPECT TO THE CONTRIBUTED ASSETS AND EXCESS ASSETS FOR SUCH TRANSFER DATE.
(Q)
CASUALTY LOSS.
NO CONTRIBUTED ENGINE OR
EXCESS ASSET SHALL HAVE SUFFERED A CASUALTY LOSS ON OR PRIOR TO THE RELATED
TRANSFER DATE;
(R)
NO VIOLATION OF LEASE AGREEMENTS.
THE
TRANSFER AND CONVEYANCE TO THE ISSUER OF THE CONTRIBUTED ASSETS WILL NOT VIOLATE
THE TERMS OR PROVISIONS OF ANY LEASE AGREEMENT OR ANY OTHER AGREEMENT TO WHICH
THE SELLER THEN IS A PARTY OR BY WHICH IT IS BOUND;
(S)
RIGHTS TO LEASE AGREEMENTS ARE ASSIGNABLE.
THE RIGHTS OF THE SELLER WITH RESPECT TO EACH LEASE AGREEMENT TRANSFERRED
PURSUANT TO THIS AGREEMENT ARE ASSIGNABLE BY THE SELLER WITHOUT THE CONSENT OF
ANY PERSON OTHER THAN CONSENTS WHICH WILL HAVE BEEN OBTAINED PRIOR TO THE
RELATED TRANSFER DATE;
(T)
ALL NECESSARY ACTION TAKEN.
IMMEDIATELY
AFTER EACH OF THE TRANSFERS AND CONVEYANCES TO THE ISSUER AS CONTEMPLATED IN
THIS AGREEMENT, (I) ALL NECESSARY ACTION WILL HAVE BEEN TAKEN BY THE SELLER TO
VALIDLY TRANSFER AND CONVEY TO THE ISSUER FREE AND CLEAR OF ALL LIENS EXCEPT
PERMITTED ENCUMBRANCES AND, (A) ALL RIGHT, TITLE AND INTEREST OF THE SELLER IN
AND TO EACH LEASE AGREEMENT AND THE PAYMENTS DUE AND TO BECOME DUE THEREUNDER TO
THE EXTENT RELATED TO A CONTRIBUTED ENGINE AND ALL SCHEDULED LEASE PAYMENTS TO
BECOME DUE THEREUNDER WHICH RELATED TO A CONTRIBUTED ENGINE AND (B) ALL RIGHT,
TITLE AND INTEREST OF THE SELLER IN AND TO ANY CONTRIBUTED ENGINES, RELATED
ASSETS