RECEIVED SUCH OTHER APPROVALS, OPINIONS OR DOCUMENTS AS THE PURCHASER'S AGENT
MAY REASONABLY REQUIRE.
11
SECTION 3.03.
CONDITIONS PRECEDENT TO INITIAL FUNDING AND EACH INCREMENTAL
FUNDING.
THE INITIAL FUNDING AND EACH INCREMENTAL FUNDING ARE SUBJECT TO THE
CONDITION PRECEDENT, IN ADDITION TO THE CONDITIONS PRECEDENT SET FORTH IN
SECTION 3.02 HEREOF, THAT THE ISSUER SHALL HAVE DELIVERED, OR SHALL HAVE CAUSED
TO BE DELIVERED, TO EACH DESIGNATED RECIPIENT NAMED IN SCHEDULE G TO THE
INDENTURE SUPPLEMENT, EACH OF THE FUNDING DELIVERABLES SCHEDULED TO BE DELIVERED
THEREUNDER ON OR BEFORE THE FUNDING DATE OF SUCH FUNDING.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01.
REPRESENTATIONS AND WARRANTIES OF THE ISSUER.
THE ISSUER
REPRESENTS (AS OF THE EFFECTIVE DATE AND AS OF EACH DATE ON WHICH A LOAN IS MADE
BY A CLASS A NOTEHOLDER PURSUANT TO THE SUPPLEMENT, UNLESS OTHERWISE INDICATED)
AND WARRANTS TO, AND AGREES WITH, THE CLASS A NOTE PURCHASER THAT:
(I)
THE ISSUER IS A LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE, WITH ITS
CHIEF EXECUTIVE OFFICE LOCATED AT 2320 MARINSHIP WAY, SUITE 300, SAUSALITO,
CALIFORNIA 94965, AND HAS THE POWER TO OWN ITS ASSETS AND TO ENGAGE IN THE
ACTIVITIES IN WHICH IT IS PRESENTLY ENGAGED AND IS DULY QUALIFIED AND IN GOOD
STANDING UNDER THE LAWS OF EACH JURISDICTION WHERE ITS OWNERSHIP OF PROPERTY OR
THE CONDUCT OF ITS ACTIVITIES REQUIRES SUCH QUALIFICATION, IF THE FAILURE TO SO
QUALIFY WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE FINANCIAL CONDITION OF THE
ISSUER OR ON THE ENFORCEABILITY OF THE CLASS A NOTE OR THE ABILITY OF THE ISSUER
TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS
TO WHICH IT IS A PARTY.
ONE HUNDRED PERCENT OF THE BENEFICIAL OWNERSHIP OF THE
ISSUER IS OWNED BY WILLIS LEASE FINANCE CORPORATION ("WLFC").
THE ISSUER HAS NO
SUBSIDIARIES OTHER THAN WLFC FUNDING (IRELAND) LIMITED;
(II)
THE ISSUER HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO EXECUTE,
DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER RELATED
DOCUMENTS TO WHICH IT IS A PARTY (COLLECTIVELY, THE "ISSUER DOCUMENTS"); THE
EXECUTION, DELIVERY, AND PERFORMANCE OF THE ISSUER DOCUMENTS BY THE ISSUER HAVE
BEEN DULY AUTHORIZED BY THE ISSUER BY ALL NECESSARY ACTION, THE ISSUER
DOCUMENTS, OTHER THAN THE CLASS A NOTE AND THE CLASS B NOTES, HAVE BEEN DULY
EXECUTED AND DELIVERED BY THE ISSUER, AND EACH OF THE CLASS A NOTE AND THE CLASS
B NOTES, WHEN ISSUED IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE INDENTURE
AND THE SUPPLEMENT, WILL HAVE BEEN DULY EXECUTED AND DELIVERED;
(III)
EACH OF THE ISSUER DOCUMENTS (OTHER THAN THE CLASS A NOTE),
ASSUMING DUE AUTHORIZATION, EXECUTION AND DELIVERY BY THE OTHER PARTIES THERETO,
CONSTITUTES, AND EACH OF THE CLASS A NOTE AND THE CLASS B NOTES, WHEN ISSUED AND
AUTHENTICATED IN ACCORDANCE WITH THE TERMS OF THE INDENTURE, WILL CONSTITUTE, A
LEGAL, VALID AND BINDING OBLIGATION OF THE ISSUER, ENFORCEABLE AGAINST THE
ISSUER IN ACCORDANCE