VIOLATION OF SECTION 5 OF THE SECURITIES
ACT.
SECTION 4.02.
Representations and Warranties and Agreements of WLFC.
WLFC
hereby represents (as of the Effective Date and as of each date on which a Loan
is made by a Subclass B-1 Noteholder pursuant to the Indenture Supplement,
unless otherwise indicated) and warrants to, and agrees with, the Subclass B-1
Note Purchasers that:
(I)
THE REPRESENTATIONS AND WARRANTIES MADE BY WLFC IN THIS SUBCLASS
B-1 NOTE PURCHASE AGREEMENT, THE SUBCLASS B-2 NOTE PURCHASE AGREEMENT, THE CLASS
A NOTE PURCHASE AGREEMENTS, THE GUARANTY, THE CONTRIBUTION AND SALE AGREEMENT,
THE SERVICING AGREEMENT AND ANY OTHER RELATED DOCUMENT TO WHICH IT IS A PARTY
(COLLECTIVELY, THE "WLFC 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;
(II)
NO WRITTEN MATERIALS DELIVERED TO THE SUBCLASS B-1 NOTE
PURCHASERS BY OR ON BEHALF OF WLFC IN CONNECTION WITH THE SALE OF THE CLASS B
NOTES OR THE CLASS A 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 WLFC OR ANY AFFILIATE OF
WLFC OR, TO THE KNOWLEDGE OF WLFC, ANY LEASE AGREEMENT, LESSEE OR ENGINE WHICH
WLFC HAD NOT DISCLOSED TO THE PURCHASERS' AGENT IN WRITING WHICH MATERIALLY
AFFECTS ADVERSELY OR, SO FAR AS WLFC CAN NOW REASONABLY FORESEE, WILL MATERIALLY
AFFECT ADVERSELY THE ABILITY OF WLFC TO PERFORM THE TRANSACTIONS CONTEMPLATED
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HEREBY AND BY THE BASE INDENTURE, THE INDENTURE SUPPLEMENT, THE SERVICING
AGREEMENT, THE CLASS B NOTES OR THE CLASS A NOTES;
(III)
ANY TAXES, FEES AND OTHER GOVERNMENTAL CHARGES PAYABLE BY WLFC ON
OR PRIOR TO THE EFFECTIVE DATE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
THE WLFC DOCUMENTS, HAVE BEEN, OR WILL BE, PAID ON OR PRIOR TO THE EFFECTIVE
DATE;
(IV)
TO THE EXTENT THAT 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 HEREIN, IN THE SUBCLASS B-2 NOTE PURCHASE AGREEMENT OR IN THE CLASS
A NOTE PURCHASE AGREEMENTS (INCLUDING, WITHOUT LIMITATION THEREOF; THE USE OF
THE PROCEEDS FROM THE SALE OF THE CLASS B NOTES AND THE CLASS A NOTES) WILL
VIOLATE OR RESULT IN A VIOLATION OF SECTION 7 OF THE EXCHANGE ACT OR ANY
REGULATIONS ISSUED PURSUANT THERETO INCLUDING, WITHOUT LIMITATION, REGULATIONS
T, U AND X OF THE FEDERAL RESERVE BOARD, 12 C.F.R., CHAPTER II.
WLFC WILL NOT
USE ANY DISTRIBUTION FROM THE ISSUER OF PROCEEDS RECEIVED BY THE ISSUER FROM THE
SALE OF THE CLASS B NOTES AND THE CLASS A NOTES TO PURCHASE OR CARRY, DIRECTLY
OR INDIRECTLY, MARGIN STOCK;
(V)
NO EVENT HAS OCCURRED AND IS CONTINUING THAT CONSTITUTES, OR WITH
THE PASSAGE OF TIME OR THE GIVING OF NOTICE OR BOTH WOULD CONSTITUTE A SERVICER
EVENT OF DEFAULT OR AN EARLY AMORTIZATION EVENT UNDER, AND AS