ANY PERSON, CORPORATION OR OTHER ORGANIZATION, OR OF ANY COURT, GOVERNMENTAL
AGENCY OR BODY OR OFFICIAL, REQUIRED IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THE ISSUER DOCUMENTS BY THE ISSUER AND WITH THE VALID AND PROPER
AUTHORIZATION, ISSUANCE AND SALE OF THE CLASS B NOTES AND THE CLASS A NOTES
PURSUANT TO THIS AGREEMENT, HAVE BEEN OR WILL BE TAKEN OR OBTAINED ON OR PRIOR
TO THE EFFECTIVE DATE;
(VII)
NO WRITTEN MATERIALS DELIVERED TO THE SUBCLASS B-1 NOTE PURCHASER
BY OR ON BEHALF OF THE ISSUER IN CONNECTION WITH THE SALE OF THE SUBCLASS B-1
NOTES CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT A MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS CONTAINED THEREIN OR HEREIN NOT MISLEADING.
THERE IS NO FACT PECULIAR TO THE ISSUER OR ANY AFFILIATE OF THE ISSUER OR, TO
THE KNOWLEDGE OF THE ISSUER, ANY LEASE AGREEMENT, LESSEE OR ENGINE WHICH THE
ISSUER HAS NOT DISCLOSED TO THE PURCHASERS' AGENT IN WRITING WHICH MATERIALLY
ADVERSELY AFFECTS OR, SO FAR AS THE ISSUER CAN NOW REASONABLY
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FORESEE, WILL MATERIALLY ADVERSELY AFFECT THE ABILITY OF THE ISSUER TO PERFORM
THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE OTHER RELATED DOCUMENTS;
(VIII)
EACH SUPPLEMENT TO THE LIST OF ENGINES WILL BE MADE AVAILABLE TO
THE PURCHASERS' AGENT BY THE ISSUER AND WILL BE COMPLETE AS OF THE DATE THEREOF
AND WILL INCLUDE AN ACCURATE (IN ALL MATERIAL RESPECTS) DESCRIPTION OF THE
ENGINES;
(IX)
THE REPRESENTATIONS AND WARRANTIES MADE BY THE ISSUER IN THE
ISSUER DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AND THE SUBCLASS
B-1 NOTE PURCHASER SHALL BE ENTITLED TO RELY ON SUCH REPRESENTATIONS AND
WARRANTIES;
(X)
ANY TAXES, FEES AND OTHER GOVERNMENTAL CHARGES PAYABLE BY THE
ISSUER IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THE ISSUER DOCUMENTS,
THE PLEDGE OF THE COLLATERAL TO THE INDENTURE TRUSTEE, AND THE EXECUTION,
DELIVERY AND SALE OF THE CLASS B NOTES AND THE CLASS A NOTES, HAVE BEEN PAID;
(XI)
TO THE EXTENT THE EXCHANGE ACT MAY BE DEEMED TO APPLY TO THE
CLASS B NOTES AND THE CLASS A NOTES AND THE LOANS, NONE OF THE TRANSACTIONS
CONTEMPLATED IN THE ISSUER DOCUMENTS (INCLUDING, WITHOUT LIMITATION THEREOF; THE
USE OF THE PROCEEDS FROM THE SALE OF THE SUBCLASS B-1 NOTES) WILL VIOLATE OR
RESULT IN A VIOLATION OF SECTION 7 OF THE EXCHANGE ACT, OR ANY REGULATIONS
ISSUED PURSUANT THERETO;
(XII)
CONCURRENTLY WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE ISSUER IS EXECUTING NO OTHER NOTE PURCHASE AGREEMENT WITH RESPECT TO
SUBCLASS B-1 NOTES;
(XIII)
THE ISSUER IS NOT AN "INVESTMENT COMPANY" WITHIN THE MEANING OF
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED;
(XIV)
FOR SO LONG AS THE SERIES 2002-1 CLASS A AND CLASS B NOTES ARE THE
ONLY NOTES OUTSTANDING UNDER THE INDENTURE, EACH OF THE INDENTURE AND THE
SUPPLEMENT NEED NOT BE QUALIFIED AS AN "INDENTURE" PURSUANT TO THE TERMS OF THE
TRUST INDENTURE ACT OF 1939, AS AMENDED;
(XV)
THE ISSUER HAS NOT TAKEN AND WILL