CONNECTION WITH THE OFFER, SALE AND DELIVERY OF THE CLASS B NOTES IN THE MANNER
CONTEMPLATED BY THIS AGREEMENT OR THE CLASS A NOTE IN THE MANNER CONTEMPLATED BY
THE CLASS A NOTE PURCHASE AGREEMENT TO REGISTER THE CLASS B NOTES OR THE CLASS A
NOTE UNDER THE SECURITIES ACT ASSUMING THAT THE CLASS B NOTE PURCHASER IS AN
"ACCREDITED INVESTOR" AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT;
(XVIII)
NO EVENT HAS OCCURRED AND IS CONTINUING THAT CONSTITUTES, OR WITH
THE PASSAGE OF TIME OR THE GIVING OF NOTICE OR BOTH WOULD CONSTITUTE, AN EARLY
AMORTIZATION EVENT UNDER, AND AS DEFINED IN, THE INDENTURE.
THE ISSUER IS NOT
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 NOTE, 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 NOTE OR SIMILAR SECURITY IN A
MANNER THAT WOULD RENDER THE ISSUANCE AND SALE OF THE CLASS B NOTES OR THE CLASS
A NOTE 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 CLASS B NOTEHOLDER PURSUANT TO THE INDENTURE SUPPLEMENT, UNLESS
OTHERWISE INDICATED) AND WARRANTS TO, AND AGREES WITH, THE CLASS B NOTE
PURCHASERS THAT:
(I)
THE REPRESENTATIONS AND WARRANTIES MADE BY WLFC IN THIS CLASS B
NOTE PURCHASE AGREEMENT, THE CLASS A NOTE PURCHASE AGREEMENT, 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 CLASS B NOTE PURCHASER SHALL BE
ENTITLED TO RELY ON SUCH REPRESENTATIONS AND WARRANTIES;
(II)
NO WRITTEN MATERIALS DELIVERED TO THE CLASS B NOTE PURCHASERS BY
OR ON BEHALF OF WLFC IN CONNECTION WITH THE SALE OF THE CLASS B NOTES OR THE
CLASS A NOTE 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 HEREBY AND BY THE
BASE INDENTURE, THE