IN
THIS AGREEMENT RELATING TO SUCH TRANSACTION HAVE BEEN COMPLIED WITH AND (Z) THE
SELLER SHALL HAVE DELIVERED TO THE ISSUER, THE ADMINISTRATIVE AGENT AND EACH
RATING AGENCY AN OPINION OF COUNSEL EITHER (1) STATING THAT, IN THE OPINION OF
SUCH COUNSEL, ALL UCC FINANCING STATEMENTS AND AMENDMENTS THERETO HAVE BEEN
EXECUTED AND FILED THAT ARE NECESSARY FULLY TO PRESERVE AND PROTECT THE
INTERESTS OF THE ISSUER, THE INDENTURE TRUSTEE AND ANY SERIES ENHANCER, IF ANY,
IN THE CONTRIBUTED ASSETS AND EXCESS ASSETS, OR (2) STATING THAT, IN THE OPINION
OF SUCH COUNSEL, NO SUCH ACTION SHALL BE NECESSARY TO PRESERVE AND PROTECT SUCH
INTERESTS.
(B)
LIMITATION ON LIABILITY OF THE SELLER AND
OTHERS.
THE SELLER AND ANY DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE SELLER
MAY RELY IN GOOD FAITH ON ANY DOCUMENT OF ANY KIND, PRIMA FACIE PROPERLY
EXECUTED AND SUBMITTED BY ANY PERSON RESPECTING ANY MATTERS ARISING UNDER THIS
AGREEMENT; PROVIDED, HOWEVER, THAT ANY SUCH LIMITATION DOES NOT AFFECT THE
OBLIGATION OF THE SELLER TO ACCEPT RECONVEYANCE OF CERTAIN CONTRIBUTED ENGINES
AND THE RELATED ASSETS OR EXCESS ASSETS AND PAY THE CONSIDERATION THEREFOR
PURSUANT TO SECTION 2.02 HEREOF.
THE SELLER SHALL NOT BE UNDER ANY OBLIGATION
TO APPEAR IN, PROSECUTE OR DEFEND ANY LEGAL ACTION THAT IS NOT INCIDENTAL TO ITS
OBLIGATIONS AS THE TRANSFEROR OF THE CONTRIBUTED ASSETS AND EXCESS ASSETS UNDER
THIS AGREEMENT, ANY ENGINE TRANSFER CERTIFICATE AND THAT IN ITS REASONABLE
OPINION MAY INVOLVE IT IN ANY EXPENSE OR LIABILITY.
(C)
PRESERVATION OF SECURITY INTEREST.
THE
SELLER SHALL EXECUTE AND FILE SUCH UCC FINANCING STATEMENTS IN SUCH MANNER AND
IN SUCH PLACES AS MAY BE REQUIRED BY LAW FULLY TO PRESERVE, MAINTAIN AND PROTECT
THE INTEREST OF THE ISSUER UNDER THIS AGREEMENT AND THE SECURITY INTEREST OF THE
NOTEHOLDERS AND THE INDENTURE TRUSTEE IN THE CONTRIBUTED ASSETS AND EXCESS
ASSETS.
(D)
PRESERVATION OF NAME, ETC.
THE SELLER WILL
NOT CHANGE ITS NAME, IDENTITY OR CORPORATE STRUCTURE IN ANY MANNER UNLESS
(I) THE SELLER SHALL HAVE GIVEN THE ISSUER, THE INDENTURE TRUSTEE, EACH SERIES
ENHANCER, IF ANY, THE ADMINISTRATIVE AGENT AND THE NOTEHOLDERS AT LEAST 30 DAYS'
PRIOR WRITTEN NOTICE THEREOF AND (II) THE SELLER SHALL HAVE FILED ANY NECESSARY
UCC FINANCING STATEMENTS NECESSARY TO CONTINUE THE EFFECTIVENESS OF ANY UCC
FINANCING STATEMENT REFERRED TO IN PARAGRAPH (C) ABOVE.
(E)
PRESERVATION OF OFFICE.
THE SELLER WILL
GIVE THE ISSUER, EACH SERIES ENHANCER, IF ANY, THE ADMINISTRATIVE AGENT, THE
INDENTURE TRUSTEE AND THE NOTEHOLDERS AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE OF
ANY RELOCATION OF ITS CHIEF EXECUTIVE OFFICE.
Schedule 2-14
(F)
BOOKS AND RECORDS.
THE SELLER WILL, AT
ITS OWN COST AND EXPENSE, MARK ITS BOOKS AND RECORDS TO THE EFFECT THAT EACH
CONTRIBUTED ENGINE, RELATED ASSET AND EXCESS ASSET HAS BEEN TRANSFERRED TO THE
ISSUER AND SUBSEQUENTLY PLEDGED TO THE INDENTURE TRUSTEE PURSUANT TO THE
INDENTURE.
(G)
OBLIGATIONS WITH RESPECT TO ENGINES AND
BENEFICIAL INTERESTS.
THE SELLER WILL DO NOTHING TO IMPAIR THE RIGHTS OF THE
ISSUER, THE OWNER TRUSTS, THE NOTEHOLDERS OR