ISSUER) AND WILL NOT PERMIT ANY
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other person to assume or guarantee or become obligated for its debts or hold
out its credit as being available to satisfy its obligations, except with
respect to (A) obligations of the Seller under the Guaranty and (B) obligations
of the Seller to Lessees arising by operation of law under Eligible Leases with
respect to which the consent of such Lessees has not been obtained prior to the
transfer of such Eligible Leases to Issuer by Seller pursuant to this Agreement;
(XI)
THE ISSUER WILL NOT ACQUIRE OBLIGATIONS OR SECURITIES OF ITS
STOCKHOLDERS;
(XII)
THE ISSUER WILL ALLOCATE FAIRLY AND REASONABLY OVERHEAD OR OTHER
EXPENSES THAT ARE PROPERLY SHARED WITH ANY OTHER PERSON OR ENTITY, INCLUDING
WITHOUT LIMITATION, SHARED OFFICE SPACE, AND USE SEPARATE STATIONERY, INVOICES
AND CHECKS;
(XIII)
THE ISSUER WILL AND WILL CAUSE EACH OWNER TRUST TO IDENTIFY AND
HOLD ITSELF OUT AS A SEPARATE AND DISTINCT ENTITY UNDER ITS OWN NAME AND NOT AS
A DIVISION OR PART OF ANY OTHER PERSON OR ENTITY;
(XIV)
THE ISSUER WILL AND WILL CAUSE EACH OWNER TRUST TO CORRECT ANY
KNOWN MISUNDERSTANDING REGARDING ITS SEPARATE IDENTITY;
(XV)
THE ISSUER WILL NOT AND WILL NOT PERMIT ANY OWNER TRUST TO MAKE
LOANS TO ANY PERSON OR ENTITY;
(XVI)
THE ISSUER WILL NOT IDENTIFY ITS STOCKHOLDERS, OR ANY AFFILIATES OF
ANY OF THEM, AS A DIVISION OR PART OF ITSELF;
(XVII)
THE ISSUER WILL NOT AND WILL NOT PERMIT ANY OWNER TRUST TO ENTER
INTO, OR BE A PARTY TO, ANY TRANSACTION WITH ITS STOCKHOLDERS OR THEIR
AFFILIATES EXCEPT IN THE ORDINARY COURSE OF ITS BUSINESS AND ON TERMS WHICH ARE
INTRINSICALLY FAIR AND ARE NO LESS FAVORABLE TO IT THAN WOULD BE OBTAINED IN A
COMPARABLE ARM'S-LENGTH TRANSACTION WITH AN UNRELATED THIRD PARTY; AND
(XVIII)
THE ISSUER WILL PAY THE SALARIES OF ITS OWN EMPLOYEES, IF ANY, FROM
ITS OWN FUNDS.
SECTION 4.03.
TRANSFER OF CONTRIBUTED ASSETS.
THE SELLER UNDERSTANDS
THAT THE ISSUER INTENDS TO ASSIGN THE CONTRIBUTED ASSETS AND ITS RIGHTS UNDER
THIS AGREEMENT TO THE INDENTURE TRUSTEE UNDER THE INDENTURE, AND HEREBY CONSENTS
TO THE ASSIGNMENT OF ALL OR ANY PORTION OF THIS AGREEMENT BY THE ISSUER TO SUCH
INDENTURE TRUSTEE.
THE SELLER AGREES THAT UPON SUCH ASSIGNMENT THE INDENTURE
TRUSTEE MAY EXERCISE THE RIGHTS OF THE ISSUER HEREUNDER AND SHALL BE ENTITLED TO
ALL OF THE BENEFITS OF THE ISSUER HEREUNDER.
ARTICLE V
CONDITIONS PRECEDENT
SECTION 5.01.
CONDITIONS TO THE ISSUER'S OBLIGATIONS.
THE OBLIGATIONS
OF THE ISSUER TO ACQUIRE CONTRIBUTED ASSETS ON ANY TRANSFER DATE SHALL BE
SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS (IN ADDITION TO THE
PROCEDURES REQUIRED BY SECTION 2.02 (D)):
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(A)
ALL REPRESENTATIONS AND WARRANTIES OF THE SELLER CONTAINED IN THIS
AGREEMENT SHALL BE TRUE AND CORRECT ON THE TRANSFER DATE (INCLUDING WITHOUT
LIMITATION THE ENGINE REPRESENTATIONS AND WARRANTIES) WITH THE SAME EFFECT AS
THOUGH SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON SUCH DATE;
(B)
ALL INFORMATION CONCERNING THE CONTRIBUTED ASSETS PROVIDED