ANY GOVERNMENTAL AUTHORITY IS OR WILL BE
NECESSARY OR REQUIRED ON THE PART OF THE SELLER IN CONNECTION WITH THE EXECUTION
AND DELIVERY OF THIS AGREEMENT OR THE TRANSFER AND CONVEYANCE OF THE CONTRIBUTED
ASSETS HEREUNDER;
(M)
INVESTMENT COMPANY.
THE SELLER IS NOT AN "INVESTMENT COMPANY" OR A
COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED;
(N)
VALID BUSINESS PURPOSE.
THE SELLER HAS VALID BUSINESS REASONS FOR
SELLING, TRANSFERRING AND CONVEYING THE CONTRIBUTED ASSETS TO THE ISSUER;
(O)
TITLE TO CONTRIBUTED ASSETS.
IMMEDIATELY PRIOR TO THE TRANSFER OF
ANY CONTRIBUTED ASSET TO THE ISSUER PURSUANT TO THE TERMS OF THIS AGREEMENT, THE
SELLER HAD GOOD AND MARKETABLE TITLE TO SUCH CONTRIBUTED ASSET FREE AND CLEAR OF
ALL LIENS EXCEPT PERMITTED ENCUMBRANCES, AND AS OF THE APPLICABLE TRANSFER DATE,
THE SELLER SHALL CONVEY TO THE ISSUER GOOD AND MARKETABLE TITLE TO
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each such Contributed Asset, free and clear of all Liens, except Permitted
Encumbrances and the Liens in favor of the Indenture Trustee;
(P)
DELIVERY OF REQUIRED FINANCING STATEMENTS.
THE SELLER HAS FILED
ON OR PRIOR TO EACH TRANSFER DATE ALL OF THE FILINGS PURSUANT TO
SECTIONS 2.03(A) OR (B), AS THE CASE MAY BE, AND (C) HEREOF WITH RESPECT TO THE
CONTRIBUTED ASSETS FOR SUCH TRANSFER DATE.
(Q)
CASUALTY LOSS.
NO CONTRIBUTED ENGINE SHALL HAVE SUFFERED A
CASUALTY LOSS ON OR PRIOR TO THE RELATED TRANSFER DATE;
(R)
NO VIOLATION OF LEASE AGREEMENTS.
THE TRANSFER AND CONVEYANCE TO
THE ISSUER OF THE CONTRIBUTED ASSETS WILL NOT VIOLATE THE TERMS OR PROVISIONS OF
ANY LEASE AGREEMENT OR ANY OTHER AGREEMENT TO WHICH THE SELLER THEN IS A PARTY
OR BY WHICH IT IS BOUND;
(S)
RIGHTS TO LEASE AGREEMENTS ARE ASSIGNABLE.
THE RIGHTS OF THE
SELLER WITH RESPECT TO EACH LEASE AGREEMENT TRANSFERRED PURSUANT TO THIS
AGREEMENT ARE ASSIGNABLE BY THE SELLER WITHOUT THE CONSENT OF ANY PERSON OTHER
THAN CONSENTS WHICH WILL HAVE BEEN OBTAINED PRIOR TO THE RELATED TRANSFER DATE;
(T)
ALL NECESSARY ACTION TAKEN.
IMMEDIATELY AFTER EACH OF THE
TRANSFERS AND CONVEYANCES TO THE ISSUER AS CONTEMPLATED IN THIS AGREEMENT,
(I) ALL NECESSARY ACTION WILL HAVE BEEN TAKEN BY THE SELLER TO VALIDLY TRANSFER
AND CONVEY TO THE ISSUER FREE AND CLEAR OF ALL LIENS EXCEPT PERMITTED
ENCUMBRANCES AND, (A) ALL RIGHT, TITLE AND INTEREST OF THE SELLER IN AND TO EACH
LEASE AGREEMENT AND THE PAYMENTS DUE AND TO BECOME DUE THEREUNDER TO THE EXTENT
RELATED TO A CONTRIBUTED ENGINE AND ALL SCHEDULED LEASE PAYMENTS TO BECOME DUE
THEREUNDER WHICH RELATED TO A CONTRIBUTED ENGINE AND (B) ALL RIGHT, TITLE AND
INTEREST OF THE SELLER IN AND TO ANY CONTRIBUTED ENGINES AND RELATED ASSETS
WHICH ARE TRANSFERRED HEREUNDER AND (II) ALL NECESSARY ACTION WILL HAVE BEEN
TAKEN BY THE RELEVANT PARTIES TO GRANT TO THE INDENTURE TRUSTEE A PERFECTED,
FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL (EXCEPT, WITH RESPECT TO
CONTRIBUTED ENGINES LEASED TO LESSEES DOMICILED OUTSIDE THE UNITED STATES, ONLY
TO THE EXTENT REASONABLY