ANY OTHER PROVISION OF THE UCC
THAT ALSO WOULD BE DEEMED TO GIVE THE INDENTURE TRUSTEE SUCH CONTROL.
ARTICLE IV
COLLATERAL
SECTION 401.
COLLATERAL.
(A)
THE NOTES AND THE OBLIGATIONS OF THE ISSUER
HEREUNDER SHALL BE AN OBLIGATION OF THE ISSUER AS PROVIDED IN SECTION 203
HEREOF.
THE INDENTURE TRUSTEE, FOR THE BENEFIT OF THE NOTEHOLDERS OF ALL
SERIES, AND THE NOTEHOLDERS OF A PARTICULAR SERIES AND THE SERIES ENHANCER (IF
ANY) OF SUCH SERIES, ALL IN ACCORDANCE WITH THE SUPPLEMENT FOR SUCH SERIES,
SHALL ALSO HAVE THE BENEFIT OF, AND THE NOTES OF SUCH SERIES SHALL BE SECURED BY
AND BE PAYABLE FROM, THE ISSUER'S RIGHT, TITLE AND INTEREST IN THAT PORTION OF
THE COLLATERAL ALLOCATED OR IDENTIFIED TO SUCH SERIES IN ACCORDANCE WITH THE
TERMS OF THIS INDENTURE AND THE SUPPLEMENT PURSUANT TO WHICH SUCH NOTES WERE
ISSUED.
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(B)
NOTWITHSTANDING ANYTHING CONTAINED IN THIS INDENTURE TO THE
CONTRARY, THE ISSUER EXPRESSLY AGREES THAT IT SHALL REMAIN LIABLE UNDER EACH OF
ITS CONTRACTS TO OBSERVE AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE
OBSERVED AND PERFORMED BY IT THEREUNDER AND THAT IT SHALL PERFORM ALL OF ITS
DUTIES AND OBLIGATIONS THEREUNDER, ALL IN ACCORDANCE WITH AND PURSUANT TO THE
TERMS AND PROVISIONS OF EACH SUCH CONTRACT.
(C)
PURSUANT TO THE SERVICING AGREEMENT THE ISSUER SHALL CAUSE THE
SERVICER TO COLLECT THE ACCOUNTS IN ACCORDANCE WITH THE SERVICER'S NORMAL
BUSINESS PRACTICE; PROVIDED, HOWEVER, THAT THE INDENTURE TRUSTEE, WITH THE
CONSENT OF, OR AT THE DIRECTION OF, THE REQUISITE GLOBAL MAJORITY, MAY, WITHOUT
NOTICE, LIMIT OR TERMINATE SUCH AUTHORITY UPON (I) THE OCCURRENCE OF AN EVENT OF
DEFAULT DESCRIBED IN SECTION 801(II) HEREOF, OR (II) ANY SALE OF THE COLLATERAL
PURSUANT TO SECTION 816 HEREOF OR (III) THE OCCURRENCE OF A SERVICER DEFAULT.
ANY PROCEEDS SUBSEQUENTLY RECEIVED IN PAYMENT OF ANY SUCH ACCOUNT OR IN PAYMENT
FOR ANY OF THE ELIGIBLE ENGINES OR ON ACCOUNT OF ANY OF ITS CONTRACTS SHALL BE
PROMPTLY DEPOSITED BY THE ISSUER IN PRECISELY THE FORM RECEIVED (WITH ALL
NECESSARY ENDORSEMENTS) IN THE TRUST ACCOUNT AS HEREINAFTER PROVIDED, AND UNTIL
SO TURNED OVER SHALL BE DEEMED TO BE HELD IN TRUST BY THE ISSUER FOR AND AS THE
INDENTURE TRUSTEE'S PROPERTY.
SUCH PROCEEDS, WHEN DEPOSITED, SHALL CONTINUE TO
BE COLLATERAL SECURITY FOR ALL OF THE OBLIGATIONS SECURED BY THIS INDENTURE AND
SHALL NOT CONSTITUTE PAYMENT THEREOF UNTIL APPLIED AS HEREINAFTER PROVIDED.
UPON (I) THE OCCURRENCE OF AN EVENT OF DEFAULT DESCRIBED IN SECTION 801(II), OR
(II) ANY SALE OF THE SERIES COLLATERAL PURSUANT TO SECTION 816 HEREOF OR (III)
THE OCCURRENCE OF A SERVICER DEFAULT, THE ISSUER SHALL AT THE REQUEST OF THE
INDENTURE TRUSTEE, WITH THE CONSENT OF OR AT THE DIRECTION OF THE REQUISITE
GLOBAL MAJORITY, TO THE EXTENT PRACTICABLE, DELIVER TO THE INDENTURE TRUSTEE (OR
SUCH OTHER PERSON AS THE INDENTURE TRUSTEE MAY DIRECT) ALL ORIGINAL LEASE
AGREEMENTS AND ANY OTHER DOCUMENTS EVIDENCING, AND RELATING TO, THE SALE, LEASE
AND DELIVERY OF THE ELIGIBLE ENGINES AND THE ISSUER SHALL, TO