TO A LEASE THAT REQUIRES SECURITY DEPOSITS, SUCH SECURITY DEPOSITS,
IF ANY, FOR EACH SUCH FUNDING DATE ENGINE THAT ARE IN THE FORM OF CASH OR FUNDS
SHALL HAVE BEEN TRANSFERRED TO THE SECURITY DEPOSIT ACCOUNT AND SUCH SECURITY
DEPOSITS, IF ANY, IN THE FORM OF LETTERS OF CREDIT OR SIMILAR COLLATERAL SHALL
HAVE BEEN TRANSFERRED TO THE SECURITY TRUSTEE.
(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
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
13
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 B2 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