COLLATERAL CUSTODIAN SHALL HAVE RECEIVED
OPINIONS OF COUNSEL TO THE ISSUER, OTHER THAN COUNSEL EMPLOYED BY THE ISSUER,
THE SELLER OR THE SERVICER, AS TO THE FILING WITH THE FAA OF THE INDENTURE
TRUSTEE'S SECURITY INTEREST IN THE COLLATERAL, AND THE PERFECTION AND PRIORITY
OF SUCH SECURITY INTEREST WITH RESPECT TO FAA MATTERS IN FORM AND SUBSTANCE
SATISFACTORY TO THE SERIES 2002-1 NOTEHOLDERS.
(I)
PERFECTED SECURITY INTEREST.
THE COLLATERAL CUSTODIAN AND THE
DEAL AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO THE DEAL AGENT THAT THE
INDENTURE TRUSTEE HAS (OR UPON FUNDING, WILL HAVE) A PERFECTED, FIRST PRIORITY
SECURITY INTEREST IN EACH ENGINE AND RELATED LEASE AGREEMENTS THAT WILL BE THE
SUBJECT OF SUCH LOAN; PROVIDED, HOWEVER, THAT IF THE APPLICABLE LAWS OF ANY
JURISDICTION IN WHICH AN ENGINE IS REQUIRED TO BE REGISTERED DOES NOT PROVIDE
FOR A MEANS TO OBTAIN SUCH A PERFECTED, FIRST PRIORITY SECURITY INTEREST, THEN
THE ISSUER SHALL PROVIDE ADDITIONAL ASSURANCES SATISFACTORY TO THE PURCHASERS.
(J)
APPRAISAL.
THE COLLATERAL CUSTODIAN AND THE DEAL AGENT SHALL
HAVE RECEIVED AN APPRAISAL IN FORM, SCOPE AND FOR A VALUE SATISFACTORY TO THE
DEAL AGENT WITH RESPECT TO EACH ENGINE THAT WILL BE THE SUBJECT OF SUCH LOAN.
(K)
CHATTEL PAPER.
ANY ORIGINAL COUNTERPART OF EACH LEASE AGREEMENT
(OTHER THAN THE ONE HELD BY THE LESSEE OR FILED WITH ANY RELEVANT GOVERNMENTAL
AUTHORITY) THAT WILL BE THE SUBJECT OF A LOAN THAT CONSTITUTES "CHATTEL PAPER"
FOR PURPOSES OF THE UCC AS IN EFFECT IN THE JURISDICTION WHOSE LAW GOVERNS THE
LEASE AGREEMENT HAS BEEN DELIVERED IN ESCROW TO THE ISSUER'S FAA COUNSEL ON OR
PRIOR TO THE EFFECTIVENESS OF SUCH LEASE AGREEMENT, AND SHALL HAVE BEEN FILED
34
WITH THE FAA ON OR BEFORE THE DATE OF SUCH LOAN, PROVIDED, HOWEVER, THAT FAA
COUNSEL SHALL DELIVER SUCH "CHATTEL PAPER" ORIGINAL COUNTERPART TO THE
COLLATERAL CUSTODIAN WITHIN THREE (3) BUSINESS DAYS AFTER SUCH FILING.
(L)
REMITTANCE TO TRUST ACCOUNT.
THE LESSEE UNDER EACH LEASE
AGREEMENT THAT WILL BE THE SUBJECT OF A LOAN SHALL HAVE BEEN DIRECTED TO REMIT
TO THE TRUST ACCOUNT ALL SCHEDULED PAYMENTS AND OTHER AMOUNTS OWING PURSUANT TO
SUCH LEASE AGREEMENT.
(M)
LESSEE ACKNOWLEDGMENT.
THE LESSEE UNDER THE LEASE AGREEMENT
RELATING TO AN ENGINE, IF ANY, SHALL HAVE RECEIVED A WRITTEN AGREEMENT FOR
LESSEE'S SIGNATURE, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT D.
(N)
RESERVED.
(O)
MAXIMUM CONCENTRATION BY ENGINE TYPES.
EACH ENGINE SHALL HAVE
BEEN MANUFACTURED BY ONE OF THE MANUFACTURERS SET FORTH UNDER THE COLUMN TITLED
"MANUFACTURER" ON EXHIBIT C HERETO AND SHALL BE ONE OF THE ENGINE TYPES SET
FORTH OPPOSITE THE NAME OF SUCH MANUFACTURER UNDER THE COLUMN TITLED "ENGINE
TYPE" ON EXHIBIT C HERETO.
AFTER GIVING EFFECT TO THE TRANSFER OF ENGINES ON
ANY TRANSFER DATE, THE SUM OF THE NET BOOK VALUES OF ALL ELIGIBLE ENGINES
(RELATING TO EXISTING AND POSSIBLE LOANS) OF THE SAME ENGINE TYPE SHALL NOT
EXCEED AN AMOUNT EQUAL TO THE PRODUCT OF (I) THE PERCENTAGE SET FORTH OPPOSITE
SUCH ENGINE TYPE IN THE COLUMN