THEREOF (EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY (A) GENERAL PRINCIPLES OF EQUITY,
(B) APPLICABLE BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS AFFECTING THE RIGHTS OF CREDITORS GENERALLY,
(C) APPLICABLE LAWS WHICH MAY AFFECT THE REMEDIES PROVIDED THEREIN; WHICH LAWS,
HOWEVER, DO NOT MAKE THE REMEDIES PROVIDED THEREIN INADEQUATE FOR THE PRACTICAL
REALIZATION OF THE BENEFITS PROVIDED THEREBY, EXCEPT THAT NO REPRESENTATION OR
WARRANTY IS MADE AS TO THE AMOUNT OF PRIORITY OF ANY RECOVERY UNDER ANY
PARTICULAR CIRCUMSTANCES, AND (D) IN THE CASE OF INDEMNITY PROVISIONS CONTAINED
IN SUCH DOCUMENTS, AS LIMITED BY PUBLIC POLICY CONSIDERATIONS);
(V)
THERE ARE NO PENDING OR, TO THE BEST OF LESSEE'S KNOWLEDGE,
THREATENED ACTIONS, SUITS OR PROCEEDINGS BEFORE ANY COURT, GOVERNMENTAL BODY,
ARBITRATION BOARD, TRIBUNAL OR ADMINISTRATIVE AGENCY WHICH MIGHT ADVERSELY
AFFECT THE BUSINESS, CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS OR
PROPERTIES OF LESSEE OR LESSEE'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THE
LESSEE DOCUMENTS TO WHICH LESSEE IS A PARTY;
(VI)
EXCEPT FOR (A) THE FILING FOR RECORDING PURSUANT TO THE FEDERAL
AVIATION ACT OF THE LEASE WITH THE LEASE SUPPLEMENT COVERING THE ENGINE AND
(B) THE FILING OF FINANCING STATEMENTS (AND CONTINUATION STATEMENTS AT PERIODIC
INTERVALS) WITH RESPECT TO THE SECURITY AND OTHER INTERESTS CREATED BY SUCH
DOCUMENTS UNDER THE UNIFORM COMMERCIAL CODE, NO FURTHER ACTION, INCLUDING ANY
FILING OR RECORDING OF ANY DOCUMENT (INCLUDING ANY FINANCING STATEMENT IN
RESPECT THEREOF UNDER ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE OF ANY APPLICABLE
A2-38
JURISDICTION), IS NECESSARY IN ORDER TO ESTABLISH AND PERFECT LESSOR'S INTEREST
IN THE ENGINE AS AGAINST LESSEE IN ANY APPLICABLE JURISDICTIONS IN THE UNITED
STATES;
(VII)
THERE HAS NOT OCCURRED ANY EVENT WHICH CONSTITUTES AN EVENT OF
DEFAULT UNDER THE LEASE OR A DEFAULT OR AN EVENT OF DEFAULT UNDER ANY OTHER
AIRCRAFT, ENGINE, SPARE PARTS OR FACILITY LEASE OR SUBLEASE OR ANY OTHER
AGREEMENT, INSTRUMENT OR DOCUMENT BETWEEN LESSOR OR ANY OF ITS AFFILIATES AND
LESSEE (OR ANY EVENT WHICH WITH THE GIVING OF NOTICE OR THE PASSAGE OF TIME OR
BOTH WOULD CONSTITUTE AN EVENT OF DEFAULT UNDER THE LEASE OR AN EVENT OF DEFAULT
UNDER ANY OTHER AIRCRAFT, ENGINE, SPARE PARTS OR FACILITY LEASE OR SUBLEASE
BETWEEN LESSOR OR ANY OF ITS AFFILIATES AND LESSEE) WHICH IS PRESENTLY
CONTINUING;
(VIII)
THE ENGINE WILL BE FREE AND CLEAR OF ALL LIENS, EXCEPT PERMITTED
LIENS (INCLUDING, FOR THIS PURPOSE, ANY LIEN WHICH WOULD BE A LESSOR LIEN BUT
FOR THE PROVISO TO EITHER SUCH DEFINITION);
(IX)
THE ENGINE WILL BE DULY CERTIFIED BY THE FAA AS TO TYPE,
SERVICEABILITY AND AIRWORTHINESS, WILL BE INSURED BY LESSEE IN ACCORDANCE WITH
THE TERMS OF THIS LEASE AND WILL BE IN THE CONDITION AND STATE OF REPAIR
REQUIRED UNDER THE TERMS OF THIS LEASE;
(X)
LESSOR, AS LESSOR HEREUNDER, WILL BE ENTITLED TO THE BENEFITS OF
11 U.S.C. SECTION 1110 (OR ANY SUCCESSOR STATUTE CONTAINING THE MATERIAL TERMS
OF 11 U.S.C SECTION 1110) IN THE EVENT OF ANY REORGANIZATION OF LESSEE UNDER
SUCH SECTION; AND
(XI)
THERE HAS