ISSUER SHALL NOT CHANGE ITS STATE OF FORMATION UNLESS (I) IT SHALL HAVE
GIVEN TO THE INDENTURE TRUSTEE, EACH RATING AGENCY, THE ADMINISTRATIVE AGENT AND
EACH SERIES ENHANCER NOT LESS THAN THIRTY (30) DAYS' PRIOR WRITTEN NOTICE OF ITS
INTENTION SO TO DO, CLEARLY DESCRIBING SUCH NEW LOCATION AND PROVIDING SUCH
OTHER INFORMATION IN CONNECTION THEREWITH AS THE INDENTURE TRUSTEE OR ANY SERIES
ENHANCER MAY REASONABLY REQUEST, AND (II) WITH RESPECT TO SUCH NEW LOCATION, IT
SHALL HAVE TAKEN AT ITS OWN COST ALL ACTION NECESSARY SO THAT SUCH CHANGE OF
LOCATION DOES NOT IMPAIR THE SECURITY INTEREST OF THE INDENTURE TRUSTEE IN THE
COLLATERAL, OR THE PERFECTION OF THE SALE OR CONTRIBUTION TO THE ISSUER OF ANY
ELIGIBLE ENGINE, THE RELATED LEASE AGREEMENTS OR ANY OTHER RELATED ASSET, AND
SHALL HAVE DELIVERED TO THE INDENTURE TRUSTEE AND EACH SERIES ENHANCER COPIES OF
ALL FILINGS REQUIRED IN CONNECTION THEREWITH TOGETHER WITH AN OPINION OF
COUNSEL, SATISFACTORY TO THE INDENTURE TRUSTEE AND THE SERIES ENHANCERS, TO THE
EFFECT THAT SUCH CHANGE OF LOCATION DOES NOT IMPAIR SUCH SECURITY INTEREST AND
PERFECTION.
SECTION 603.
CORPORATE EXISTENCE.
THE ISSUER WILL KEEP IN FULL EFFECT ITS
EXISTENCE, RIGHTS AND FRANCHISES AS A LIMITED LIABILITY COMPANY UNDER THE LAWS
OF THE STATE OF DELAWARE, AND WILL OBTAIN AND PRESERVE ITS QUALIFICATION AS A
FOREIGN LIMITED LIABILITY COMPANY IN
40
EACH JURISDICTION IN WHICH SUCH QUALIFICATION IS NECESSARY TO PROTECT THE
VALIDITY AND ENFORCEABILITY OF THIS INDENTURE, ANY SUPPLEMENTS ISSUED HEREUNDER
AND THE NOTES.
SECTION 604.
PROTECTION OF COLLATERAL.
THE ISSUER WILL FROM TIME TO TIME
EXECUTE AND DELIVER ALL AMENDMENTS HERETO AND ALL SUCH FINANCING STATEMENTS,
CONTINUATION STATEMENTS, INSTRUMENTS OF FURTHER ASSURANCE AND OTHER INSTRUMENTS,
AND WILL, UPON THE REASONABLE REQUEST OF THE SERVICER, THE INDENTURE TRUSTEE OR
ANY SERIES ENHANCER, TAKE SUCH OTHER REASONABLE ACTION NECESSARY OR ADVISABLE
TO:
(A)
GRANT MORE EFFECTIVELY THE SECURITY INTEREST IN ALL OR ANY PORTION
OF THE COLLATERAL;
(B)
MAINTAIN OR PRESERVE THE LIEN OF THIS INDENTURE (AND THE PRIORITY
THEREOF) OR CARRY OUT MORE EFFECTIVELY THE PURPOSES HEREOF INCLUDING EXECUTING
AND FILING SUCH DOCUMENTS AS MAY BE REQUIRED UNDER ANY INTERNATIONAL CONVENTION
FOR THE PERFECTION OF INTERESTS IN ENGINES THAT MAY BE ADOPTED SUBSEQUENT TO THE
DATE OF THIS INDENTURE;
(C)
PERFECT, PUBLISH NOTICE OF, OR PROTECT THE VALIDITY OF THE
SECURITY INTEREST IN THE COLLATERAL CREATED PURSUANT TO THIS INDENTURE;
(D)
ENFORCE ANY OF THE ITEMS OF THE COLLATERAL;
(E)
PRESERVE AND DEFEND ITS RIGHT, TITLE AND INTEREST TO THE
COLLATERAL AND THE RIGHTS OF THE INDENTURE TRUSTEE IN SUCH COLLATERAL AGAINST
THE CLAIMS OF ALL PERSONS (OTHER THAN THE NOTEHOLDERS OR ANY PERSON CLAIMING
THROUGH THE NOTEHOLDERS);
(F)
PAY ANY AND ALL TAXES LEVIED OR ASSESSED UPON ALL OR ANY PART OF
THE COLLATERAL UNLESS CONTESTED IN GOOD FAITH AND SUCH CONTEST WILL NOT POSE ANY
RISK OF FORFEITURE; OR
(G)
PAY ANY AND ALL FEES, TAXES AND OTHER CHARGES PAYABLE IN
CONNECTION WITH THE REGISTRATION OF THIS INDENTURE, ANY SUPPLEMENT OR ANY
REQUIRED