SUCH ITEMS DELIVERED ON THE APPLICABLE TRANSFER DATE COMPLIES WITH THE TERMS
HEREIN AND IN THE INDENTURE;
(HH)
EACH LEASE AGREEMENT REQUIRES LESSEE TO PAY, AND INDEMNIFY, DEFEND
AND HOLD LESSOR AND LESSOR'S LENDER (WHICH TERM INCLUDES THE NOTEHOLDERS AND THE
INDENTURE TRUSTEE) HARMLESS ON A NET AFTER TAX BASIS FROM AND AGAINST ANY AND
ALL TAXES OF WHATEVER KIND OR NATURE, INCLUDING COSTS OR EXPENSES INCURRED IN
CONNECTION THEREWITH, WHICH MAY BE ASSESSED AGAINST, CHARGEABLE TO OR
COLLECTIBLE FROM ANY OF LESSEE, LESSOR'S LENDER OR LESSOR BY ANY TAXING
AUTHORITY, FOREIGN, FEDERAL, STATE OR LOCAL, AND WHICH ARE BASED UPON, LEVIED OR
ASSESSED WITH RESPECT TO THE LEASE OF ANY ENGINE OR THE OPERATION, POSSESSION OR
USE OF SUCH ENGINE WHILE UNDER ANY LEASE, EXCEPT TAXES BASED ON THE NET INCOME
OF LESSOR; AND
(II)
EACH LEASE AGREEMENT IS NON-CANCELABLE BY THE LESSEE DURING THE
TERM OF SUCH LEASE AGREEMENT UNLESS SUCH REQUIREMENT IS WAIVED IN WRITING BY THE
ADMINISTRATIVE AGENT.
13
SECTION 3.02.
REPRESENTATIONS AND WARRANTIES OF THE ISSUER.
THE ISSUER
HEREBY MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES, FOR THE BENEFIT OF
THE SELLER, THE INDENTURE TRUSTEE, THE NOTEHOLDERS AND ANY SERIES ENHANCER, IF
ANY, ON WHICH THE SELLER RELIES IN TRANSFERRING THE CONTRIBUTED ASSETS TO THE
ISSUER.
SUCH REPRESENTATIONS AND WARRANTIES SPEAK AS OF EACH TRANSFER DATE WITH
RESPECT TO THE CONTRIBUTED ASSETS TRANSFERRED TO THE ISSUER ON SUCH DATE, UNLESS
OTHERWISE INDICATED, BUT SHALL SURVIVE EACH TRANSFER AND CONVEYANCE OF THE
RESPECTIVE CONTRIBUTED ASSETS TO THE ISSUER AND THE PLEDGE OF SUCH CONTRIBUTED
ASSETS TO THE INDENTURE TRUSTEE UNTIL THE NOTES HAVE BEEN PAID IN FULL.
(A)
ORGANIZATION AND GOOD STANDING.
THE ISSUER IS A LIMITED LIABILITY
COMPANY DULY ORGANIZED AND VALIDLY EXISTING IN COMPLIANCE UNDER THE LAWS OF
DELAWARE, WITH FULL POWER AND AUTHORITY TO OWN AND OPERATE ITS PROPERTIES AND TO
CONDUCT ITS BUSINESS AS PRESENTLY CONDUCTED AND TO ENTER INTO AND PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT AND EACH OTHER RELATED DOCUMENT TO WHICH IT IS
A PARTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY;
(B)
DUE QUALIFICATION.
THE ISSUER IS DULY QUALIFIED TO DO BUSINESS AS
A FOREIGN LIMITED LIABILITY COMPANY IN GOOD STANDING, AND HAS OBTAINED ALL
NECESSARY LICENSES AND APPROVALS IN ALL JURISDICTIONS IN WHICH THE OWNERSHIP OR
LEASE OF PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION,
EXCEPT TO THE EXTENT THAT THE FAILURE TO BE SO QUALIFIED, LICENSED OR APPROVED
WOULD NOT, IN THE AGGREGATE, MATERIALLY AND ADVERSELY AFFECT THE ABILITY OF
(I) THE ISSUER TO PERFORM ITS OBLIGATIONS UNDER AND COMPLY WITH THE TERMS OF
THIS AGREEMENT OR ANY OTHER RELATED DOCUMENTS TO WHICH IT IS A PARTY OR (II) THE
INDENTURE TRUSTEE TO ENFORCE ITS RIGHTS UNDER ANY LEASE AGREEMENT, THIS
AGREEMENT OR ANY OTHER RELATED DOCUMENT;
(C)
POWER AND AUTHORITY.
THE ISSUER HAS THE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO CARRY OUT ITS TERMS; AND THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT HAVE BEEN DULY AUTHORIZED