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 THE CLASS A
NOTES OR THE OTHER ISSUER DOCUMENTS, (B) SEEKING TO PREVENT THE ISSUANCE OF THE
SUBCLASS A-1 NOTE 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
THE CLASS A NOTES 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 NOTES 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 SUBCLASS
A-1 NOTE PURCHASER BY OR ON BEHALF OF THE ISSUER IN CONNECTION WITH THE SALE OF
THE SUBCLASS A-1 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 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 PURCHASER'S 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)
EACH SUPPLEMENT TO THE LIST OF ENGINES WILL BE
MADE AVAILABLE TO THE PURCHASER'S 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 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;
(X)
ANY TAXES, FEES AND OTHER GOVERNMENTAL
CHARGES PAYABLE BY THE ISSUER IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
THE ISSUER DOCUMENTS, THE PLEDGE OF THE COLLATERAL TO THE INDENTURE TRUSTEE, AND
THE EXECUTION, DELIVERY AND SALE OF THE CLASS B NOTES AND THE CLASS A NOTES,
HAVE BEEN PAID;
(XI)
TO THE EXTENT 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 IN THE ISSUER DOCUMENTS (INCLUDING, WITHOUT LIMITATION
THEREOF; THE USE