DEED OF
TRUST, COMMITMENT LETTER OR FUNDING ARRANGEMENT WITH ANY LENDING INSTITUTION OR
INVESTMENT BANK OR OTHER SUCH INSTRUMENT, OTHER THAN AS CREATED PURSUANT TO THE
INDENTURE AND THE SUPPLEMENT, OR VIOLATE ANY LAW OR, ANY ORDER, RULE OR
REGULATION APPLICABLE TO THE ISSUER OF ANY COURT OR OF ANY FEDERAL OR STATE
REGULATORY BODY, ADMINISTRATIVE AGENCY OR OTHER GOVERNMENTAL INSTRUMENTALITY
HAVING JURISDICTION OVER THE ISSUER OR ANY OF ITS PROPERTIES AND THERE ARE NO
LEGAL OR GOVERNMENTAL PROCEEDINGS PENDING OR, TO THE BEST KNOWLEDGE OF THE
ISSUER, THREATENED OR CONTEMPLATED THAT WOULD RESULT IN A MATERIAL MODIFICATION
OR REVOCATION THEREOF;
12
(V)
THERE ARE NO LITIGATION, PROCEEDINGS OR INVESTIGATIONS TO WHICH
THE ISSUER, OR ANY AFFILIATE OF THE ISSUER, IS A PARTY PENDING, OR, TO THE
KNOWLEDGE OF ISSUER, THREATENED, BEFORE ANY COURT, REGULATORY BODY,
ADMINISTRATIVE AGENCY OR OTHER TRIBUNAL OR GOVERNMENTAL INSTRUMENTALITY (A)
ASSERTING THE INVALIDITY OF THE CLASS B NOTES OR AND THE CLASS A NOTE OR THE
OTHER ISSUER DOCUMENTS, (B) SEEKING TO PREVENT THE ISSUANCE OF THE CLASS B NOTES
OR THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY THE OTHER ISSUER
DOCUMENTS, OR (C) SEEKING ANY DETERMINATION OR RULING THAT WOULD MATERIALLY AND
ADVERSELY AFFECT THE PERFORMANCE BY THE ISSUER OF ITS OBLIGATIONS UNDER, OR THE
VALIDITY OR ENFORCEABILITY OF; THE CLASS B NOTES OR AND THE CLASS A NOTE OR THE
OTHER ISSUER DOCUMENTS;
(VI)
ALL APPROVALS, AUTHORIZATIONS, CONSENTS, ORDERS OR OTHER ACTIONS
OF ANY PERSON, CORPORATION OR OTHER ORGANIZATION, OR OF ANY COURT, GOVERNMENTAL
AGENCY OR BODY OR OFFICIAL, REQUIRED IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THE ISSUER DOCUMENTS BY THE ISSUER AND WITH THE VALID AND PROPER
AUTHORIZATION, ISSUANCE AND SALE OF THE CLASS B NOTES AND THE CLASS A NOTE
PURSUANT TO THIS AGREEMENT, HAVE BEEN OR WILL BE TAKEN OR OBTAINED ON OR PRIOR
TO THE EFFECTIVE DATE;
(VII)
NO WRITTEN MATERIALS DELIVERED TO THE CLASS B NOTE PURCHASER BY OR
ON BEHALF OF THE ISSUER IN CONNECTION WITH THE SALE OF THE CLASS B 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 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 PURCHASERS' 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;
(VIII)
THE LIST OF ENGINES TO BE CREATED AS OF THE CLOSING DATE AND EACH
SUPPLEMENT THERETO WILL BE AVAILABLE TO THE PURCHASERS' 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