SUCH LEASE OR OTHERWISE, SUBJECT TO CONTINGENCIES,
DEFENSE, DEDUCTION, SET-OFF, REDUCTION, CLAIM OR COUNTERCLAIM OF ANY KIND
WHATSOEVER AND AS TO WHICH NO DEFENSES, DEDUCTIONS, SET OFFS, REDUCTIONS, CLAIMS
OR COUNTERCLAIMS EXIST OR HAVE BEEN ASSERTED BY THE LESSEE OR ANYONE ON ITS
BEHALF AND THE BORROWER HAS NO OBLIGATIONS THEREUNDER, INCLUDING, WITHOUT
LIMITATION, ANY SERVICE OR MAINTENANCE OF THE RELATED EQUIPMENT, OTHER THAN THE
OBLIGATION TO SELL, LEASE OR FINANCE THE EQUIPMENT AND GRANT QUIET ENJOYMENT;
(E)
IT IS A NET CONTRACT AND WITH RESPECT TO WHICH THE LESSEE
THEREUNDER IS RESPONSIBLE FOR ALL PAYMENTS IN CONNECTION THEREWITH, INCLUDING,
BUT NOT LIMITED TO, PAYMENT OF ALL TAXES (INCLUDING SALES AND USE TAXES),
INSURANCE AND MAINTENANCE EXPENSES (OR PAYMENT OF MAINTENANCE RESERVES IN LIEU
THEREOF) AND ALL OTHER EXPENSES PERTAINING TO THE ASSETS SUBJECT THERETO;
(F)
WITH RESPECT TO WHICH THE BORROWER'S BOOKS AND RECORDS ARE
ACCURATE, COMPLETE AND GENUINE;
(G)
THE RENT IS PAYABLE IN DOLLARS OR IN EUROS BY PERIODIC, FIXED
LEASE PAYMENTS; PROVIDED THAT THE BORROWER WILL MAINTAIN FOREIGN EXCHANGE
CONTRACTS COVERING ALL LEASES PAYABLE IN EUROS IN THE EVENT THE AGGREGATE AMOUNT
INCLUDED IN THE ASSET BASE IN RESPECT OF ENGINES AND/OR EQUIPMENT SUBJECT TO
SUCH LEASES AT ANY TIME EXCEEDS FIVE (5%) PERCENT OF THE ASSET BASE;
(H)
IT IS THE VALID AND BINDING OBLIGATION OF THE PARTIES THERETO, IS
IN FULL FORCE AND EFFECT AND EACH ENGINE AND/OR ITEM OF EQUIPMENT LEASED
THEREUNDER HAS BEEN DELIVERED TO AND ACCEPTED BY THE LESSEE;
(I)
IT HAS NO PAYMENTS MORE THAN ONE-HUNDRED EIGHTY (180) DAYS PAST
DUE FROM THE LEASE DUE DATE THEREOF (BASED ON THE ORIGINAL CONTRACTUAL TERM AND
WITHOUT GIVING EFFECT TO ANY AMENDMENT OR MODIFICATION THERETO, UNLESS THE
MAJORITY BANKS HAVE AGREED THERETO IN WRITING), AND THERE EXISTS NO OTHER
MATERIAL DEFAULT OF ANY OBLIGATION UNDER SUCH LEASE OR ANY OTHER LEASE INCLUDED
IN THE ASSET BASE;
(J)
OTHER THAN A LEASING SUBSIDIARY (WITH RESPECT TO A HEAD LEASE),
THE LESSEE UNDER WHICH IS NOT A SUBSIDIARY,
EMPLOYEE, AGENT OR OTHER AFFILIATE
OF THE BORROWER;
11
(K)
IT REQUIRES THE LESSEE TO COMPLY WITH ALL MAINTENANCE, RETURN,
ALTERATION, REPLACEMENT, POOLING AND SUBLEASE CONDITIONS AS TYPICALLY FOUND IN
LEASES FOR SIMILAR TYPES OF ENGINES OR EQUIPMENT AND AS NECESSARY TO MAINTAIN AT
ALL TIMES THE AIRWORTHINESS CERTIFICATION AND SERVICEABILITY STATUS OF THE
RELATED ENGINE OR ENGINES AND/OR EQUIPMENT PURSUANT TO ALL APPLICABLE
GOVERNMENTAL AND REGULATORY REQUIREMENTS;
(L)
IT REQUIRES THE LESSEE TO PROVIDE LIABILITY INSURANCE, ALL RISK
GROUND AND FLIGHT ENGINE COVERAGE FOR DAMAGE OR LOSS OF THE RELATED ENGINE OR
ENGINES, AND WAR RISK AND WITH RESPECT TO WHICH THE AGENTS ARE NAMED AS
ADDITIONAL INSUREDS AND THE SECURITY AGENT IS NAMED AS SOLE LOSS PAYEE;
(M)
UNLESS THE SECURITY AGENT HAS CONFIRMED TO THE BORROWER THAT, BASED
ON THE CREDIT QUALITY OF THE LESSEE, SUCH INSURANCE IS NOT NECESSARY, IT
REQUIRES THE LESSEE TO PROVIDE CONFISCATION AND EXPROPRIATION INSURANCE, WITH
DEDUCTIBLES THAT ARE ACCEPTABLE TO THE SECURITY AGENT, FOR ENGINES OR