BASE SATISFIES, SUBJECT TO THE FIRST PROVISO IN
THE DEFINITION OF "ASSET BASE," ALL OF THE REQUIREMENTS OF AN ELIGIBLE ENGINE OR
ELIGIBLE EQUIPMENT, AS APPLICABLE, IN EACH CASE AS SET FORTH IN THE DEFINITION
THEREOF IN SECTION 1.01 HEREOF, AND EACH OF THE FOLLOWING IS TRUE AND CORRECT IN
RESPECT THEREOF:
(A)
THE AMOUNTS OF RENT DUE UNDER EACH LEASE, AS SHOWN ON THE
BORROWER'S BOOKS AND RECORDS AND ON ANY STATEMENT OR SCHEDULE DELIVERED TO THE
ADMINISTRATIVE AGENT IN CONNECTION THEREWITH, ARE THE TRUE AND CORRECT AMOUNTS
ACTUALLY OWED TO THE BORROWER AND THE OTHER LESSORS;
(B)
THE BORROWER HAS NOT AND WILL NOT ENTER INTO ANY AGREEMENT WITH A
LESSEE OF ANY ENGINE OR EQUIPMENT WHICH PROVIDES, DIRECTLY OR INDIRECTLY, FOR
THE CREDITING OF ANY OBLIGATION OR LIABILITY OF THE BORROWER TO SUCH LESSEE
AGAINST FUTURE RENTALS ACCRUING UNDER THE LEASE, OTHER THAN AS PROVIDED THEREIN.
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(C)
THE LESSOR DELIVERED TO THE CUSTODIAN AN ORIGINAL COUNTERPART OF
SUCH LEASE;
(D)
THE DOCUMENTS AND INFORMATION DELIVERED TO THE ADMINISTRATIVE
AGENT PURSUANT TO ARTICLE IV WITH RESPECT TO SUCH ENGINES, EQUIPMENT AND LEASES
HAVE BEEN SO DELIVERED; AND
(E)
ALL RENTALS, FEES, COSTS, EXPENSES AND CHARGES PAID OR PAYABLE BY
THE LESSEE UNDER ANY LEASE, INCLUDING WITHOUT LIMITATION, ANY BROKERAGE AND
OTHER FEES PAID TO THE BORROWER DO NOT VIOLATE ANY LAWS RELATING TO THE MAXIMUM
FEES, COSTS, EXPENSES OR CHARGES THAT CAN BE CHARGED IN ANY JURISDICTION IN
WHICH ANY ENGINE OR EQUIPMENT IS LOCATED OR IN WHICH THE CORRESPONDING LESSEE IS
LOCATED, OR IN WHICH A TRANSACTION WAS CONSUMMATED, OR IN ANY OTHER JURISDICTION
WHICH MAY HAVE JURISDICTION WITH RESPECT TO ANY SUCH ENGINE, EQUIPMENT, LEASE OR
LESSEE.
SECTION 3.23.
CAPE TOWN CONVENTION.
(A)
THE BORROWER IS: (A) A
"TRANSACTIONAL USER ENTITY" (AS SUCH TERM IS DEFINED IN THE REGULATIONS OF THE
INTERNATIONAL REGISTRY) AND (B) "SITUATED", FOR THE PURPOSES OF THE CAPE TOWN
CONVENTION, IN THE UNITED STATES; AND HAS THE "POWER TO DISPOSE" (AS SUCH TERM
IS USED IN THE CAPE TOWN CONVENTION) OF THE ENGINES;
(B)
THE ENGINES ARE "AIRCRAFT OBJECTS" (AS SUCH TERM IS DEFINED IN THE
CAPE TOWN CONVENTION).
(C)
THE BORROWER HAS IDENTIFIED ANY AND ALL LEASES WHICH CREATE
INTERNATIONAL INTERESTS UNDER THE CAPE TOWN CONVENTION (EACH, A "CAPE TOWN
ELIGIBLE LEASE"), AND HAS NOTIFIED THE AGENTS OF SUCH LEASES, IN WRITING.
(D)
THE PAYMENT OF PRINCIPAL OF AND INTEREST ON THE NOTES, AND THE
PERFORMANCE BY THE BORROWER OF ITS OTHER OBLIGATIONS UNDER THE LOAN DOCUMENTS,
ARE "ASSOCIATED RIGHTS" (AS SUCH TERM IS DEFINED IN THE CAPE TOWN CONVENTION)
WITH RESPECT TO THE ENGINES OR TURBOPROP ENGINES.
SECTION 3.24.
FULL DISCLOSURE.
NEITHER THE FINANCIAL STATEMENTS NOR
ANY CERTIFICATE, OPINION, OR OTHER STATEMENT MADE OR FURNISHED TO THE
ADMINISTRATIVE AGENT OR THE BANKS BY OR ON BEHALF OF THE BORROWER IN CONNECTION
WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT, OR OMITS TO STATE A MATERIAL FACT NECESSARY IN
ORDER TO