OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
Section 8.11.
USA PATRIOT Act.
Should it be
necessary, the Initial Series 2008-B1 Holder hereby notifies WEST that, pursuant
to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)), it is required to obtain, verify and record
information that identifies WEST, which information includes the name and
address of WEST and other information that will allow such Series 2008-B1 Holder
to identify WEST in accordance with said Act.
Section 8.12.
Severability.
Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.
[Signatures follow]
22
IN WITNESS WHEREOF, the parties have caused this Series 2008-B1 Note Purchase
and Loan Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
WILLIS ENGINE SECURITIZATION TRUST
as issuer of Series 2008-B1 Notes,
By:
/s/ Bradley S. Forsyth
Name:
Bradley S. Forsyth
Title:
Controlling Trustee
SERIES 2008-B1 NOTE PURCHASE AGREEMENT
WILLIS LEASE FINANCE CORPORATION,
as Administrative Agent,
By:
/s/ Thomas C. Nord
Name:
Thomas C. Nord
Title:
Senior Vice President
SERIES 2008-B1 NOTE PURCHASE AGREEMENT
CALYON SECURITIES (USA) INC.,
as Initial Series 2008-B1 Holder
By:
/s/ Olivier Delay
Name:
Olivier Delay
Title:
Managing Director
SERIES 2008-B1 NOTE PURCHASE AGREEMENT
SERIES 2008-B1 NOTE PURCHASE AND LOAN AGREEMENT
SCHEDULE 1
ADDRESS OF INITIAL SERIES 2008-B1 HOLDER
Name of Initial Series 2008-B1 Holder
Address of Initial Series 2008-B1 Holder
Calyon Securities (USA) Inc.
1301 Avenue of the Americas
New York, New York 10019
Attention: Neal Spier
Facsimile: 212-459-3258
SERIES 2008-B1 NOTE PURCHASE AGREEMENT
SERIES 2008-B1 NOTE PURCHASE AND LOAN AGREEMENT
SCHEDULE 2
COMMITMENT OF INITIAL SERIES 2008-B1 HOLDER
Name of Initial Series
2008-B1 Holder
Initial Outstanding Principal
Balance
Commitment of Initial
Series 2008-B1 Holder
Calyon Securities (USA) Inc.
$
20,282,212
$
20,282,212
SERIES 2008-B1 NOTE PURCHASE AND LOAN AGREEMENT
EXHIBIT A
FORM OF CONTROLLING TRUSTEE CLOSING DATE CERTIFICATE
Date:
[
][
], 20[
]
The undersigned, a Controlling Trustee of Willis Engine Securitization Trust, a
Delaware statutory trust ("WEST"), does hereby certify to the Initial
Series 2008-B1 Holder, in satisfaction of one of the conditions for purchase of
the Series 2008-B1 Notes and the making