IN VIOLATION OF ANY AGREEMENT, CHARTER INSTRUMENT,
BYLAW OR OTHER INSTRUMENT TO WHICH THEY ARE A PARTY OR BY WHICH THEY ARE OR MAY
BE BOUND;
(XIX)
THE AGGREGATE AMOUNT OF SCHEDULED PAYMENTS
PAYABLE BY THE LESSEES UNDER THE LEASE AGREEMENTS DURING EACH COLLECTION PERIOD
IS SUFFICIENT TO PAY THE MONTHLY SERVICING FEE, AND THE PRINCIPAL AND INTEREST
ON THE CLASS B NOTES AND THE CLASS A NOTES, AS SUCH PAYMENTS BECOME DUE AND
PAYABLE, IN ACCORDANCE WITH THE INDENTURE;
14
(XX)
THE ISSUER AGREES THAT IT WILL NOT DIRECTLY OR
INDIRECTLY, SELL OR OFFER TO SELL THE CLASS B NOTES OR THE CLASS A NOTES OR
SIMILAR SECURITY IN A MANNER THAT WOULD RENDER THE ISSUANCE AND SALE OF THE
CLASS B NOTES OR THE CLASS A NOTES PURSUANT TO THIS AGREEMENT A 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 A-1 Noteholder pursuant to the Indenture Supplement,
unless otherwise indicated) and warrants to, and agrees with, the Subclass A-1
Note Purchaser that:
(I)
THE REPRESENTATIONS AND WARRANTIES MADE
BY WLFC IN THIS SUBCLASS A-1 NOTE PURCHASE AGREEMENT, THE SUBCLASS A-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 A-1 NOTE PURCHASER SHALL
BE ENTITLED TO RELY ON SUCH REPRESENTATIONS AND WARRANTIES;
(II)
NO WRITTEN MATERIALS DELIVERED TO THE
SUBCLASS A-1 NOTE PURCHASER 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 PURCHASER'S 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 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,