AND THE CLASS B NOTES.
"OTHER TAXES" MEANS ANY PRESENT OR FUTURE STAMP OR DOCUMENTARY TAXES OR ANY
OTHER EXCISE OR PROPERTY TAXES, CHARGES OR SIMILAR LEVIES THAT ARISE FROM ANY
PAYMENT OR DEPOSIT REQUIRED TO BE MADE HEREUNDER, UNDER THE INDENTURE OR FROM
THE EXECUTION, DELIVERY OR REGISTRATION OF, OR OTHERWISE WITH RESPECT TO, ANY OF
THE FOREGOING.
"OWNER" SHALL MEAN THE CLASS A NOTE PURCHASER AND EACH OTHER PERSON (INCLUDING A
PARTICIPANT TO THE EXTENT OF ITS UNDIVIDED INTEREST) THAT HAS PURCHASED, OR HAS
ENTERED INTO A COMMITMENT TO PURCHASE, THE CLASS A NOTE, OR AN INTEREST THEREIN,
FROM THE CLASS A NOTE PURCHASER WHETHER PURSUANT TO A LIQUIDITY AGREEMENT OR
OTHERWISE.
"PURCHASE" MEANS THE INITIAL PURCHASE BY THE CLASS A NOTE PURCHASER OF THE CLASS
A NOTE FROM THE ISSUER.
"PURCHASER" MEANS THE CLASS A NOTE PURCHASER.
"PURCHASER'S AGENT" MEANS BARCLAYS BANK PLC.
"REQUIREMENT OF LAW" MEANS, AS TO ANY PERSON, ANY LAW (STATUTORY OR COMMON),
TREATY, RULE OR REGULATION OR DETERMINATION OF AN ARBITRATOR OR OF A
GOVERNMENTAL AUTHORITY, IN EACH CASE APPLICABLE TO OR BINDING UPON SUCH PERSON
OR ANY OF ITS PROPERTY OR TO WHICH SUCH PERSON OR ANY OF ITS PROPERTY IS
SUBJECT.
"SECTION 2.10(A) AMOUNT" HAS THE MEANING SPECIFIED IN SECTION 2.10(A) HEREOF.
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED.
"SERVICER" MEANS WILLIS LEASE FINANCE CORPORATION.
"SHEFFIELD OWNERS" MEANS THE CLASS A NOTE PURCHASER AND THE SHEFFIELD
PURCHASERS.
"SHEFFIELD PURCHASERS" MEANS EACH OF THE PURCHASERS FROM TIME TO TIME PARTY TO
THE LIQUIDITY AGREEMENT.
"TAXES" HAS THE MEANING SPECIFIED IN SECTION 2.10(A) HEREOF.
"TERMINATION DATE" MEANS THE EARLIEST OF (A) THE DATE OF THE OCCURRENCE OF AN
EARLY AMORTIZATION EVENT AND (B) THE COMMITMENT TERMINATION DATE.
"THIRD PARTY CLAIM" HAS THE MEANING SPECIFIED IN SECTION 8.02 HEREOF.
"UCC" MEANS THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE APPLICABLE
JURISDICTION.
"UNITED STATES" MEANS THE UNITED STATES OF AMERICA.
4
"WLFC DOCUMENTS" HAS THE MEANING SPECIFIED IN SECTION 4.02(I) HEREOF.
SECTION 1.02.
OTHER DEFINITIONAL PROVISIONS.
(A)
ALL TERMS DEFINED IN THIS CLASS A NOTE PURCHASE AGREEMENT SHALL
HAVE THE DEFINED MEANINGS WHEN USED IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR
DELIVERED PURSUANT HERETO UNLESS OTHERWISE DEFINED THEREIN.
(B)
AS USED HEREIN AND IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR
DELIVERED PURSUANT HERETO OR THERETO, ACCOUNTING TERMS NOT DEFINED IN SECTION
1.01, HAVE THE MEANINGS ASSIGNED TO THEM IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES IN THE UNITED STATES.
(C)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS CLASS A NOTE PURCHASE AGREEMENT SHALL REFER TO THIS
CLASS A NOTE PURCHASE AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION
OF THIS CLASS A NOTE PURCHASE AGREEMENT; AND SECTION, SUBSECTION, SCHEDULE AND
EXHIBIT REFERENCES CONTAINED IN THIS CLASS A NOTE PURCHASE AGREEMENT ARE
REFERENCES TO SECTIONS, SUBSECTIONS, SCHEDULES AND EXHIBITS IN OR TO THIS CLASS
A NOTE PURCHASE AGREEMENT UNLESS OTHERWISE SPECIFIED.
ARTICLE II
PURCHASE AND SALE
SECTION 2.01.
SALE