WOULD
ADVERSELY AFFECT (1) ITS ABILITY TO PERFORM UNDER THE NOTES, THIS AGREEMENT OR
THE OTHER RELATED DOCUMENTS TO WHICH IT IS A PARTY OR (2) THE ABILITY OF ANY
OWNER TRUST, THE INDENTURE TRUSTEE OR ANY SERIES ENHANCER, IF ANY, TO ENFORCE
ITS RIGHTS UNDER ANY LEASE AGREEMENT, THIS AGREEMENT OR ANY OTHER RELATED
DOCUMENT;
(G)
APPROVALS.
ALL APPROVALS, AUTHORIZATIONS,
CONSENTS, ORDERS OR OTHER ACTIONS OF ANY PERSON REQUIRED TO BE OBTAINED BY THE
ISSUER OR, TO THE KNOWLEDGE OF THE ISSUER, BY ANY OTHER PARTY IN CONNECTION WITH
THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT TO
WHICH IT IS A PARTY HAVE BEEN OR WILL BE TAKEN OR OBTAINED ON OR PRIOR TO THE
DATE HEREOF;
(H)
SOLVENCY.
THE ISSUER IS NOT INSOLVENT UNDER
THE INSOLVENCY LAW;
(I)
PRINCIPAL PLACE OF BUSINESS AND STATE OF
FORMATION; TRADE NAMES.
THE ISSUER HAS ONLY ONE PLACE OF BUSINESS AND ITS CHIEF
EXECUTIVE OFFICE IS LOCATED AT THE ADDRESS SET FORTH IN THE PREAMBLE HERETO.
THE ISSUER'S STATE OF FORMATION IS THE STATE OF DELAWARE.
THE ISSUER HAS NOT
BEEN KNOWN BY ANY NAME OTHER THAN "WILLIS ENGINE FUNDING LLC";
(J)
SUBSIDIARIES.
EXCEPT FOR WLFC FUNDING
(IRELAND) LIMITED, A CORPORATION ORGANIZED UNDER THE LAW OF THE REPUBLIC OF
IRELAND, THE ISSUER HAS NO SUBSIDIARIES; AND
(K)
ORDINARY COURSE.
THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT ARE BEING CONSUMMATED BY THE ISSUER IN GOOD FAITH
AND IN FURTHERANCE OF THE ISSUER'S ORDINARY BUSINESS PURPOSES AND CONSTITUTE A
PRACTICAL AND REASONABLE COURSE OF ACTION BY THE ISSUER DESIGNED TO IMPROVE THE
FINANCIAL POSITION OF THE ISSUER, WITH NO CONTEMPLATION OF INSOLVENCY AND WITH
NO INTENT TO HINDER, DELAY OR DEFRAUD ANY OF ITS PRESENT OR FUTURE CREDITORS.
ARTICLE IV
COVENANTS OF THE SELLER AND THE ISSUER
SECTION 4.01.
SELLER COVENANTS.
THE SELLER HEREBY
COVENANTS AND AGREES WITH THE ISSUER, THE NOTEHOLDERS AND THE INDENTURE TRUSTEE
AS FOLLOWS:
Schedule 2-13
(A)
MERGER OR CONSOLIDATION OF, OR ASSUMPTION
OF THE OBLIGATIONS OF, THE SELLER.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, ANY CORPORATION (I) INTO WHICH THE SELLER MAY BE MERGED OR
CONSOLIDATED, (II) RESULTING FROM ANY MERGER, CONVERSION OR CONSOLIDATION TO
WHICH THE SELLER SHALL BE PARTY OR (III) SUCCEEDING TO THE BUSINESS OF THE
SELLER SUBSTANTIALLY AS A WHOLE, WILL BE THE SUCCESSOR TO THE SELLER UNDER THIS
AGREEMENT, WITHOUT THE EXECUTION OR FILING OF ANY DOCUMENT OR ANY FURTHER ACT ON
THE PART OF ANY OF THE PARTIES TO THIS AGREEMENT; PROVIDED, HOWEVER, THAT
(X) IMMEDIATELY AFTER GIVING EFFECT TO SUCH TRANSACTION, NO EVENT OF DEFAULT
SHALL RESULT THEREFROM AND NO REPRESENTATION OR WARRANTY MADE PURSUANT TO
SECTION 3.01 SHALL HAVE BEEN BREACHED, (Y) THE SELLER SHALL HAVE DELIVERED TO
THE ISSUER, THE ADMINISTRATIVE AGENT AND EACH RATING AGENCY, IF ANY, AN
OFFICER'S CERTIFICATE AND AN OPINION OF COUNSEL EACH STATING THAT SUCH
CONSOLIDATION, MERGER OR SUCCESSION AND SUCH AGREEMENT OF ASSUMPTION COMPLY WITH
THIS SECTION 4.01 AND THAT ALL CONDITIONS PRECEDENT, IF ANY, PROVIDED FOR