UPON ANY OF ITS PROPERTY OR ASSETS, INCLUDING,
WITHOUT LIMITATION, ANY CAPITAL IMPROVEMENTS, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, EXCEPT FOR THE LIEN CREATED PURSUANT TO THE TERMS OF THIS INDENTURE.
SECTION 610.
OTHER DEBT.
THE ISSUER SHALL NOT CONTRACT FOR, CREATE, INCUR,
ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS OTHER THAN ANY NOTES ISSUED PURSUANT
TO THIS INDENTURE OR ANY SUPPLEMENT ISSUED HEREUNDER AND OTHER THAN UNDER ANY
INTEREST RATE HEDGE AGREEMENT, EXCEPT TRADE PAYABLES AND EXPENSE ACCRUALS
INCURRED IN THE ORDINARY COURSE AND WHICH ARE INCIDENTAL TO THE PURPOSES
PERMITTED PURSUANT TO THE ISSUER'S CHARTER DOCUMENTS.
SECTION 611.
GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES.
THE ISSUER
WILL NOT MAKE ANY LOAN, ADVANCE OR CREDIT TO, OR GUARANTEE (DIRECTLY OR
INDIRECTLY OR BY AN INSTRUMENT HAVING THE EFFECT OF ASSURING ANOTHER'S PAYMENT
OR PERFORMANCE ON ANY OBLIGATION OR CAPABILITY OF SO DOING, OR OTHERWISE),
ENDORSE (EXCEPT FOR THE ENDORSEMENT OF CHECKS FOR COLLECTION OR DEPOSIT) OR
OTHERWISE BECOME CONTINGENTLY LIABLE, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH
THE OBLIGATIONS, STOCK OR DIVIDENDS OF, OR OWN, PURCHASE, REPURCHASE OR ACQUIRE
(OR AGREE CONTINGENTLY TO DO SO) ANY STOCK, OBLIGATIONS OR SECURITIES OF, OR ANY
OTHER INTEREST IN, OR MAKE ANY CAPITAL CONTRIBUTION TO, ANY OTHER PERSON.
SECTION 612.
CONSOLIDATION, MERGER AND SALE OF ASSETS.
THE ISSUER SHALL NOT
CONSOLIDATE WITH OR MERGE WITH OR INTO ANY OTHER PERSON OR CONVEY OR TRANSFER TO
ANY PERSON ALL OR SUBSTANTIALLY ALL OF ITS ASSETS WITHOUT THE PRIOR WRITTEN
CONSENT OF EACH CONTROL PARTY FOR EACH SERIES.
THE OBLIGATIONS OF THE ISSUER
HEREUNDER SHALL NOT BE ASSIGNABLE NOR SHALL ANY PERSON SUCCEED TO THE
OBLIGATIONS OF THE ISSUER HEREUNDER EXCEPT IN EACH CASE IN ACCORDANCE WITH THE
PROVISIONS OF THIS INDENTURE.
SECTION 613.
OTHER AGREEMENTS.
THE ISSUER WILL NOT ENTER INTO OR BECOME A
PARTY TO ANY AGREEMENTS OR INSTRUMENTS OTHER THAN THIS INDENTURE, THE
SUPPLEMENTS, THE CONTRIBUTION AND SALE AGREEMENT, THE NOTE PURCHASE AGREEMENTS,
OR ANY OTHER AGREEMENT(S) OR AMENDMENTS CONTEMPLATED BY THIS INDENTURE, ANY
SUPPLEMENT OR THE CONTRIBUTION AND SALE AGREEMENT.
NOTWITHSTANDING THE
FOREGOING SENTENCE, THE ISSUER MAY ENTER INTO ANY AGREEMENT(S) FOR
43
DISPOSITION OF ANY CONTRIBUTED ASSETS OR A BENEFICIAL INTEREST IN AN OWNER TRUST
WHICH OWNS A CONTRIBUTED ENGINE SO LONG AS SUCH DISPOSITION IS PERMITTED BY
SECTIONS 606(A), 612, 804 OR 816 HEREOF.
IN ADDITION, THE ISSUER WILL NOT
AMEND, MODIFY OR WAIVE ANY PROVISION OF THE CONTRIBUTION AND SALE AGREEMENT OR
GIVE ANY APPROVAL OR CONSENT OR PERMISSION PROVIDED FOR THEREIN WITHOUT THE
PRIOR WRITTEN CONSENT OF THE REQUISITE PERSONS SET FORTH THEREIN.
SECTION 614.
CHARTER DOCUMENTS.
THE ISSUER WILL NOT AMEND OR MODIFY ITS
CERTIFICATE OF FORMATION OR BY-LAWS WITHOUT THE PRIOR WRITTEN CONSENT OF THE
CONTROL PARTY OF EACH SERIES AND OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF
SUCH CERTIFICATE OF FORMATION AND BY-LAWS.
SECTION 615.
CAPITAL EXPENDITURES.
THE ISSUER WILL NOT MAKE ANY EXPENDITURE
(BY LONG-TERM OR OPERATING LEASE OR OTHERWISE) FOR CAPITAL ASSETS (BOTH REALTY
AND PERSONALTY), EXCEPT FOR (I) ACQUISITION OF