CLASS A NOTE PURCHASER BY OR
ON BEHALF OF THE ISSUER IN CONNECTION WITH THE SALE OF THE CLASS A NOTE 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 PURCHASER'S AGENT IN WRITING WHICH MATERIALLY ADVERSELY AFFECTS
OR, SO FAR AS THE ISSUER CAN NOW REASONABLY FORESEE, WILL MATERIALLY ADVERSELY
AFFECT THE ABILITY OF THE ISSUER TO PERFORM THE TRANSACTIONS CONTEMPLATED HEREBY
AND BY THE OTHER RELATED DOCUMENTS;
13
(VIII)
THE LIST OF ENGINES TO BE CREATED AS OF THE CLOSING DATE AND EACH
SUPPLEMENT THERETO WILL BE AVAILABLE TO THE PURCHASER'S 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 CLASS A
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 A NOTE AND THE CLASS B NOTES, HAVE BEEN PAID;
(XI)
TO THE EXTENT THE EXCHANGE ACT MAY BE DEEMED TO APPLY TO THE
CLASS A NOTE AND THE CLASS B 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 CLASS A NOTE) 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 THE
CLASS A NOTE;
(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 NOT TAKE, DIRECTLY OR INDIRECTLY,
ANY ACTION, PROHIBITED BY RULES 101 AND 102 UNDER REGULATION M OF THE SECURITIES
AND EXCHANGE COMMISSION IN CONNECTION WITH THE OFFERING OF THE CLASS A NOTE AND
THE CLASS B NOTES;
(XVI)
TO THE EXTENT THAT THE SECURITIES ACT MAY BE DEEMED TO APPLY TO THE
CLASS A NOTE AND THE CLASS B NOTES AND THE LOANS, NEITHER THE ISSUER NOR ANY