NO EVENT OF DEFAULT (AS DEFINED IN THE LEASE
AGREEMENT) HAS OCCURRED UNDER ANY LEASE AGREEMENT;
(FF)
EACH ENGINE CONFORMS TO THE DESCRIPTION
THEREOF AS SET FORTH ON THE LIST OF ENGINES AND ANY APPLICABLE ENGINE TRANSFER
CERTIFICATE;
(GG)
THE ITEMS IN EACH COLLATERAL FILE THAT ARE
REQUIRED TO BE DELIVERED ON THE APPLICABLE TRANSFER DATE HAVE BEEN DELIVERED TO
THE CUSTODIAN AND EACH OF SUCH ITEMS DELIVERED ON THE APPLICABLE TRANSFER DATE
COMPLIES WITH THE TERMS HEREIN AND IN THE INDENTURE;
(HH)
EACH LEASE AGREEMENT REQUIRES LESSEE TO PAY, AND
INDEMNIFY, DEFEND AND HOLD LESSOR AND LESSOR'S LENDER (WHICH TERM INCLUDES THE
NOTEHOLDERS AND THE INDENTURE TRUSTEE) HARMLESS ON A NET AFTER TAX BASIS FROM
AND AGAINST ANY AND ALL TAXES OF WHATEVER KIND OR NATURE, INCLUDING COSTS OR
EXPENSES INCURRED IN CONNECTION THEREWITH, WHICH MAY BE ASSESSED AGAINST,
CHARGEABLE TO OR COLLECTIBLE FROM ANY OF LESSEE, LESSOR'S LENDER OR LESSOR BY
ANY TAXING AUTHORITY, FOREIGN, FEDERAL, STATE OR LOCAL, AND WHICH ARE BASED
UPON, LEVIED OR ASSESSED WITH RESPECT TO THE LEASE OF ANY ENGINE OR THE
OPERATION, POSSESSION OR USE OF SUCH ENGINE WHILE UNDER ANY LEASE, EXCEPT TAXES
BASED ON THE NET INCOME OF LESSOR; AND
Schedule 2-11
(II)
EACH LEASE AGREEMENT IS NON-CANCELABLE BY
THE LESSEE DURING THE TERM OF SUCH LEASE AGREEMENT UNLESS SUCH REQUIREMENT IS
WAIVED IN WRITING BY THE ADMINISTRATIVE AGENT.
SECTION 3.02.
REPRESENTATIONS AND WARRANTIES OF THE
ISSUER.
THE ISSUER HEREBY MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES,
FOR THE BENEFIT OF THE SELLER, THE INDENTURE TRUSTEE, THE NOTEHOLDERS AND ANY
SERIES ENHANCER, IF ANY, ON WHICH THE SELLER RELIES IN TRANSFERRING THE
CONTRIBUTED ASSETS AND EXCESS ASSETS TO THE ISSUER.
SUCH REPRESENTATIONS AND
WARRANTIES SPEAK AS OF EACH TRANSFER DATE WITH RESPECT TO THE CONTRIBUTED ASSETS
AND EXCESS ASSETS TRANSFERRED TO THE ISSUER ON SUCH DATE, UNLESS OTHERWISE
INDICATED, BUT SHALL SURVIVE EACH TRANSFER AND CONVEYANCE OF THE RESPECTIVE
CONTRIBUTED ASSETS AND EXCESS ASSETS TO THE ISSUER AND THE PLEDGE OF SUCH
CONTRIBUTED ASSETS AND EXCESS ASSETS TO THE INDENTURE TRUSTEE UNTIL THE NOTES
HAVE BEEN PAID IN FULL.
(A)
ORGANIZATION AND GOOD STANDING.
THE ISSUER
IS A LIMITED LIABILITY COMPANY DULY ORGANIZED AND VALIDLY EXISTING IN COMPLIANCE
UNDER THE LAWS OF DELAWARE, WITH FULL POWER AND AUTHORITY TO OWN AND OPERATE ITS
PROPERTIES AND TO CONDUCT ITS BUSINESS AS PRESENTLY CONDUCTED AND TO ENTER INTO
AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND EACH OTHER RELATED DOCUMENT
TO WHICH IT IS A PARTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY;
(B)
DUE QUALIFICATION.
THE ISSUER IS DULY
QUALIFIED TO DO BUSINESS AS A FOREIGN LIMITED LIABILITY COMPANY IN GOOD
STANDING, AND HAS OBTAINED ALL NECESSARY LICENSES AND APPROVALS IN ALL
JURISDICTIONS IN WHICH THE OWNERSHIP OR LEASE OF PROPERTY OR THE CONDUCT OF ITS
BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT TO THE EXTENT THAT THE FAILURE TO
BE SO QUALIFIED, LICENSED OR APPROVED WOULD NOT, IN THE AGGREGATE, MATERIALLY
AND ADVERSELY AFFECT THE ABILITY OF (I) THE ISSUER TO PERFORM