OR THE ABILITY OF THE SERVICER TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT; AND
(C)
IS NOT IN VIOLATION IN ANY RESPECT OF ANY
MATERIAL TERM OF ANY AGREEMENT, CHARTER INSTRUMENT, BY-LAW OR OTHER INSTRUMENT
TO WHICH IT IS A PARTY OR BY WHICH IT MAY BE BOUND, WHICH VIOLATION MIGHT,
INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY ADVERSELY AFFECT THE BUSINESS OR
CONDITION OF THE SERVICER AND ITS SUBSIDIARIES.
ARTICLE III
ADMINISTRATION AND SERVICING OF COLLATERAL
SECTION 3.01
RESPONSIBILITIES OF SERVICER; APPOINTMENT OF SERVICER.
(A)
GENERAL RESPONSIBILITIES.
THE
SERVICER, WITH RESPECT TO ALL LEASE AGREEMENTS, CONTRIBUTED ENGINES AND ANY
OTHER COLLATERAL, AS AN INDEPENDENT CONTRACTOR ACTING SOLELY AS AN AGENT FOR THE
ISSUER, SHALL:
(I)
MANAGE, SERVICE, ADMINISTER, COLLECT AND
ENFORCE THE RIGHTS OF THE ISSUER OR EACH OWNER TRUST, AS THE CASE MAY BE, UNDER
THE LEASE AGREEMENTS, THE CONTRIBUTED ENGINES, EXCESS ASSETS, ANY INSURANCE
POLICIES REQUIRED BY THE LEASE AGREEMENTS AND EACH SUPPLEMENT TO BE MAINTAINED
OR OTHERWISE MAINTAINED WITH RESPECT TO THE CONTRIBUTED ENGINES AND EXCESS
ASSETS (THE "INSURANCE POLICIES"),
(II)
ENFORCE THE INDENTURE TRUSTEE'S SECURITY
INTEREST IN THE LEASE AGREEMENTS, THE CONTRIBUTED ENGINES, THE EXCESS ASSETS AND
ANY OTHER COLLATERAL,
(III)
HOLD, SELL AND RE-LEASE THE CONTRIBUTED
ENGINES UPON THE EXPIRATION OR OTHER TERMINATION OF THE RELATED LEASE AGREEMENT,
(IV)
HOLD, SELL AND THE RE-LEASE THE EXCESS ASSETS,
4
(V)
MAINTAIN (OR CAUSE TO BE MAINTAINED) ALL
INSURANCE POLICIES, IN FULL FORCE AND EFFECT,
(VI)
MAINTAIN (OR CAUSE TO BE MAINTAINED) AND
RE-CONDITION THE CONTRIBUTED ENGINES AND EXCESS ASSETS,
(VII)
COLLECT AND POST ALL PAYMENTS MADE ON ACCOUNT OF
LEASE AGREEMENTS AND RESPOND TO ALL INQUIRIES OF OBLIGORS UNDER LEASE AGREEMENTS
("LESSEES"),
(VIII)
INVESTIGATE DELINQUENCIES, ACCOUNT FOR COLLECTIONS
AND FURNISH MONTHLY AND ANNUAL STATEMENTS TO THE INDENTURE TRUSTEE WITH RESPECT
TO DISTRIBUTIONS,
(IX)
PROVIDE TO THE NOTEHOLDERS APPROPRIATE
FEDERAL INCOME TAX INFORMATION,
(X)
COLLECT AND REMIT ANY SALES, USE, PROPERTY
AND OTHER TAXES DUE WITH RESPECT TO THE CONTRIBUTED ENGINES AND EXCESS ASSETS TO
THE APPROPRIATE TAXING AUTHORITIES,
(XI)
TAKE ALL COMMERCIALLY REASONABLE EFFORTS TO
MAINTAIN THE PERFECTED SECURITY INTEREST OF THE INDENTURE TRUSTEE IN THE LEASE
AGREEMENTS, THE CONTRIBUTED ENGINES, THE EXCESS ASSETS AND THE OTHER ITEMS OF
COLLATERAL,
(XII)
SUBJECT TO THE LIMITATIONS SET FORTH IN THIS
AGREEMENT, HAVE FULL POWER AND AUTHORITY TO CARRY OUT THE OBLIGATIONS IMPOSED
UPON IT BY THIS AGREEMENT IN ANY MANNER THAT IT MAY DEEM NECESSARY OR DESIRABLE,
INCLUDING THE DELEGATION OF SUCH RESPONSIBILITIES TO A SUBSERVICER CHOSEN WITH
DUE CARE; PROVIDED, HOWEVER, THAT NO SUCH DELEGATION SHALL RELIEVE THE SERVICER
OF LIABILITY HEREUNDER,
(XIII)
AT ALL TIMES ACT IN ACCORDANCE WITH THE
PROVISIONS OF EACH LEASE AGREEMENT, AND OBSERVE AND COMPLY WITH ALL REQUIREMENTS
OF LAW APPLICABLE TO IT,
(XIV)
AT ALL TIMES HOLD ITSELF OUT TO THE PUBLIC AND TO
THE PARTIES WITH WHOM IT DEALS AS ACTING AS AN AGENT OF THE ISSUER,
(XV)
EXCEPT AS PERMITTED BY THE TERMS OF ANY LEASE
AGREEMENT, NOT TAKE ANY ACTION WHICH WOULD RESULT IN THE INTERFERENCE