AGENT, GUARANTYING THE
PERFORMANCE OF THE OBLIGATIONS (AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME
TO TIME, AN "OWNER TRUSTEE GUARANTEE");
(G)
CAUSE EACH LEASING SUBSIDIARY TO ASSIGN TO THE SECURITY AGENT
PURSUANT TO LEASE SECURITY ASSIGNMENTS IN THE FORM OF EXHIBIT M HERETO ALL OF
SUCH LEASING SUBSIDIARY'S RIGHTS UNDER SUBLEASES OF ENGINES AND EQUIPMENT (EACH,
AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, A "LEASING SUBSIDIARY
SECURITY ASSIGNMENT");
(H)
CAUSE EACH SUBSIDIARY (OTHER THAN WEST AND THE WEST SUBSIDIARIES)
TO ENTER IN A SUBSIDIARY GUARANTY IN FAVOR OF THE SECURITY AGENT IN THE FORM OF
EXHIBIT N HERETO (EACH, AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME,
A "SUBSIDIARY GUARANTY");
(I)
MAKE SUCH FILINGS WITH THE FAA, INTERNATIONAL REGISTRY, THE U.S.
PATENTS AND TRADEMARKS OFFICE AND OTHERWISE UNDER THE UCC AS SHALL BE REQUIRED
TO PERFECT THE LIEN OF THE SECURITY AGENT WITH RESPECT TO ALL COLLATERAL UNDER
THE SECURITY DOCUMENTS;
(J)
EXECUTE AND DELIVER OR CAUSE TO BE EXECUTED AND DELIVERED SUCH
OTHER AGREEMENTS, INSTRUMENTS AND DOCUMENTS AS THE SECURITY AGENT MAY REASONABLY
REQUIRE IN ORDER TO EFFECT THE PURPOSES OF THE SECURITY AGREEMENT, AND THIS
AGREEMENT (THE SECURITY AGREEMENT, THE MORTGAGE, THE CUSTODIAL AGREEMENT, THE
SHARE PLEDGE AGREEMENT, EACH OWNER TRUSTEE MORTGAGE, EACH BENEFICIAL INTEREST
PLEDGE AGREEMENT, EACH SUBSIDIARY GUARANTY, EACH OWNER TRUSTEE GUARANTEE, THE
LEASING SUBSIDIARY SECURITY ASSIGNMENTS, THE UCC FINANCING STATEMENTS, AND SUCH
OTHER AGREEMENTS, INSTRUMENTS AND DOCUMENTS ARE REFERRED TO COLLECTIVELY AS THE
"SECURITY DOCUMENTS").
SECTION 2.26.
COLLATERAL.
EXCEPT WITH RESPECT TO EXCEPTED COLLATERAL,
AND AS OTHERWISE SPECIFICALLY SET FORTH HEREIN OR IN ANY OTHER LOAN DOCUMENT,
THE BORROWER COVENANTS AND AGREES THAT ANY
40
Obligations made and outstanding and their repayment at all times shall be
secured by a first priority perfected security interest in all of the
Collateral, provided that in the case of any Owner Trustee which shall have
executed an Owner Trustee Guarantee, Borrower shall not be required to take any
additional steps to create or perfect any security interest in the related
Lease, Engines or Equipment under the laws of the jurisdiction where the lessee
under such Lease is domiciled or where its chief executive office is located,
and provided further that with respect to any Existing Lease Transaction
involving a Lessee (or, in the case of a Lease by a Leasing Subsidiary,
involving a sublessee) domiciled or chief executive office is located in a
non-U.S. jurisdiction, Borrower's obligations hereunder shall be limited to
those filings, recordings and/or other actions taken and documentation delivered
(or contemplated to be taken or delivered in the future including, without
limitation, as a result of any change in law) in connection with such Existing
Lease Transaction on or prior to the date hereof or pursuant to the terms
hereof, after the date hereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to each Bank and the Agents that as
of the date hereof and as of each Borrowing Date (except to the extent that any
such representation