(Q)
ENGINE TRUSTEE DOCUMENTS.
WITH RESPECT TO EACH FUNDING DATE
ENGINE OWNED OR TO BE OWNED BY AN ENGINE TRUSTEE, THE SECURITY TRUSTEE SHALL
HAVE RECEIVED FROM SUCH ENGINE TRUSTEE (I) A COPY OF THE RESOLUTIONS OF THE
BOARD OF DIRECTORS OF THE ENGINE TRUSTEE, IN ITS INDIVIDUAL CAPACITY, CERTIFIED
BY A RESPONSIBLE OFFICER OF THE ENGINE TRUSTEE, DULY AUTHORIZING THE EXECUTION,
DELIVERY AND PERFORMANCE BY THE ENGINE TRUSTEE OF EACH OF THE RELATED DOCUMENTS
TO WHICH THE ENGINE TRUSTEE IS OR WILL BE A PARTY; (II) AN INCUMBENCY
CERTIFICATE OF THE ENGINE TRUSTEE, AS TO THE PERSONS AUTHORIZED TO EXECUTE AND
DELIVER THE RELATED DOCUMENTS TO WHICH IT IS OR WILL BE A PARTY AND THE
SIGNATURES OF SUCH PERSON OR PERSONS; AND (III) A LEGAL
13
OPINION OF COUNSEL TO THE ENGINE TRUSTEE WITH RESPECT TO THE DUE AUTHORIZATION,
EXECUTION AND DELIVERY BY THE ENGINE TRUSTEE OF THE RELATED DOCUMENTS TO WHICH
IT IS OR WILL BE A PARTY.
(R)
LEGAL OPINIONS.
IF A FUNDING DATE ENGINE IS BEING ACQUIRED, THE
INDENTURE TRUSTEE SHALL HAVE RECEIVED AN OPINION OF SPECIAL FAA COUNSEL IN THE
UNITED STATES AS TO THE CREATION, PRIORITY AND PERFECTION OF THE SECURITY
INTEREST CREATED BY THE MORTGAGE IN EACH FUNDING DATE ENGINE AND THE OTHER
COLLATERAL EFFECTED PURSUANT TO CLAUSE (K)(V) ABOVE, IN FORM AND SUBSTANCE
SATISFACTORY TO THE INDENTURE TRUSTEE.
(S)
INSURANCE.
IF A FUNDING DATE ENGINE THAT IS BEING ACQUIRED IS
SUBJECT TO A LEASE, THE INDENTURE TRUSTEE SHALL HAVE RECEIVED A CERTIFICATE FROM
AN INSURANCE BROKER, NAMING THE INDENTURE TRUSTEE AS SOLE LOSS PAYEE AND
ADDITIONAL INSURED.
(T)
GOVERNMENTAL CONSENTS.
THE INDENTURE TRUSTEE SHALL HAVE RECEIVED
ORIGINALS (OR COPIES CERTIFIED TO BE TRUE COPIES BY A RESPONSIBLE OFFICER OF THE
ADMINISTRATIVE AGENT) OF ALL APPROVALS OR CONSENTS OF GOVERNMENTAL AUTHORITIES
OR OTHER THIRD PARTIES, IF ANY, NECESSARY FOR WEST TO EXECUTE, DELIVER AND
PERFORM ITS OBLIGATIONS UNDER THE RELATED DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED THEREBY.
(U)
ILLEGALITY.
NO CHANGE SHALL HAVE OCCURRED AFTER THE DATE OF THIS
AGREEMENT IN APPLICABLE LAW OR REGULATIONS THEREUNDER OR INTERPRETATIONS THEREOF
BY APPROPRIATE REGULATORY AUTHORITIES OR ANY COURT THAT WOULD MAKE IT ILLEGAL
FOR ANY PARTY TO EXECUTE, DELIVER AND PERFORM THE SERIES A2 RELATED DOCUMENTS TO
WHICH IT IS A PARTY AND NO ACTION OR PROCEEDING SHALL HAVE BEEN INSTITUTED NOR
SHALL ANY ACTION OR PROCEEDING BE THREATENED BEFORE ANY COURT OR GOVERNMENTAL
AUTHORITY, NOR SHALL ANY ORDER, JUDGMENT OR DECREE HAVE BEEN ISSUED BY ANY COURT
OR GOVERNMENTAL AUTHORITY PRIOR TO THE FUNDING DATE TO SET ASIDE, RESTRAIN,
ENJOIN OR PREVENT THE COMPLETION AND CONSUMMATION OF THIS AGREEMENT OR ANY OTHER
SERIES A2 TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
(V)
SENIOR RESTRICTED CASH ACCOUNT.
AFTER GIVING EFFECT TO SUCH LOAN,
THE BALANCE OF FUNDS ON DEPOSIT IN THE SENIOR RESTRICTED CASH ACCOUNT SHALL BE
NOT LESS THAN THE SENIOR RESTRICTED CASH AMOUNT (CALCULATED AFTER GIVING EFFECT
TO SUCH LOAN).
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF WEST AND WILLIS
SECTION