AS SUCH PAYMENTS BECOME DUE AND PAYABLE, IN
ACCORDANCE WITH THE INDENTURE; AND
(VII)
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 WLFC NOR ANY
AFFILIATE (AS DEFINED IN RULE 501(B) OF REGULATION D) OF WLFC HAS DIRECTLY, OR
THROUGH ANY AGENT, INCLUDING, WITHOUT LIMITATION, THE PURCHASER'S AGENT,
(I) SOLD, OFFERED FOR SALE, SOLICITED OFFERS TO BUY OR OTHERWISE NEGOTIATED IN
RESPECT OF; ANY SECURITY (AS DEFINED IN THE SECURITIES ACT) WHICH IS OR WILL BE
INTEGRATED WITH THE SALE OF THE CLASS A NOTE AND THE CLASS B NOTES IN A MANNER
THAT WOULD RENDER THE ISSUANCE AND SALE OF THE CLASS A NOTE OR THE CLASS B NOTES
A VIOLATION OF THE SECURITIES ACT OR REQUIRE THE REGISTRATION OF THE CLASS A
NOTE OR THE CLASS B NOTES UNDER THE SECURITIES ACT OR (II) ENGAGED IN ANY FORM
OF GENERAL SOLICITATION OR GENERAL ADVERTISING (WITHIN THE MEANING OF REGULATION
D) IN CONNECTION WITH THE OFFERING OF THE CLASS A NOTE AND THE CLASS B NOTES.
IT IS NOT NECESSARY IN CONNECTION WITH THE OFFER, SALE AND DELIVERY OF THE CLASS
A NOTE AND THE CLASS B NOTES TO REGISTER THE CLASS A NOTE OR THE CLASS B NOTES
UNDER THE SECURITIES ACT.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Class A Note Purchaser hereby makes the following representations and
warranties to the Issuer as of the Closing Date:
16
SECTION 5.01.
ORGANIZATION.
THE CLASS A NOTE PURCHASER HAS BEEN DULY ORGANIZED
AND IS VALIDLY EXISTING AND IN GOOD STANDING AS A CORPORATION UNDER THE LAWS OF
ITS JURISDICTION OF INCORPORATION, WITH POWER AND AUTHORITY TO OWN ITS
PROPERTIES AND TO TRANSACT THE BUSINESS IN WHICH IT IS NOW ENGAGED, AND THE
CLASS A NOTE PURCHASER IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING
IN EACH STATE OF THE UNITED STATES WHERE THE NATURE OF ITS BUSINESS REQUIRES IT
TO BE SO QUALIFIED.
SECTION 5.02.
AUTHORITY, ETC.
THE CLASS A NOTE PURCHASER HAS ALL REQUISITE
POWER AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS CLASS A
NOTE PURCHASE AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THE EXECUTION AND DELIVERY BY THE CLASS A NOTE PURCHASER OF THIS CLASS A NOTE
PURCHASE AGREEMENT AND THE CONSUMMATION BY THE CLASS A NOTE PURCHASER OF THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION ON THE PART OF THE CLASS A NOTE PURCHASER.
THIS
CLASS A NOTE PURCHASE AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED
BY THE CLASS A NOTE PURCHASER AND CONSTITUTES A LEGAL, VALID AND BINDING
OBLIGATION OF THE CLASS A NOTE PURCHASER, ENFORCEABLE AGAINST THE CLASS A NOTE
PURCHASER IN ACCORDANCE WITH ITS TERMS, SUBJECT AS TO ENFORCEMENT TO BANKRUPTCY,
REORGANIZATION, INSOLVENCY, MORATORIUM AND OTHER SIMILAR LAWS OF GENERAL
APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS AND TO GENERAL
PRINCIPLES OF EQUITY.
NEITHER