EXISTS OR WOULD EXIST AS OF
THE CLOSING DATE; AND
(VI)
NO PROCEEDING IS PENDING WHICH WOULD PROHIBIT THE SALE AND PURCHASE OF
THE SERIES 2008-A1 NOTES OR THE MAKING OF THE SERIES 2008-A1 LOANS ON THE
CLOSING DATE.
Executed as of the date first set forth above, by the undersigned, a Controlling
Trustee of WEST.
By:
Name:
Title: Controlling Trustee
2
SERIES 2008-A1 NOTE PURCHASE AND LOAN AGREEMENT
EXHIBIT B
FORM OF ADMINISTRATIVE AGENT
CLOSING DATE CERTIFICATE
Date:
[
][
], 20[
]
The undersigned, an officer of Willis Lease Finance Corporation, as
Administrative Agent for Willis Engine Securitization Trust, a Delaware
statutory trust ("WEST"), does hereby certify to the Series 2008-A1 Holders, in
satisfaction of one of the conditions for purchase of the Series 2008-A1 Notes
and the making of Series 2008-A1 Loans by the Series 2008-A1 Holders under the
Series 2008-A1 Note Purchase and Loan Agreement (the "Agreement"), dated as of
the date hereof, among Willis Lease Finance Corporation, WEST, and the
Series 2008-A1 Holders, on the date first set forth above (the "Closing Date"),
as follows (capitalized terms used herein having the same meanings as in the
Agreement):
(I)
THE REPRESENTATIONS AND WARRANTIES OF THE
ADMINISTRATIVE AGENT IN THE AGREEMENT AND IN THE RELATED DOCUMENTS TO WHICH THE
ADMINISTRATIVE AGENT IS A PARTY ARE ACCURATE IN ALL MATERIAL RESPECTS AS OF THE
CLOSING DATE, WITH THE SAME EFFECT AS IF MADE ON THE CLOSING DATE; AND
(II)
THE ADMINISTRATIVE AGENT HAS COMPLIED WITH ALL
THE AGREEMENTS AND SATISFIED ALL THE CONDITIONS ON ITS PART TO BE PERFORMED OR
SATISFIED AT OR BEFORE THE CLOSING DATE.
Executed as of the date first set forth above, by the undersigned, an officer of
the Administrative Agent.
By:
Name:
Title: