aggregate principal amount of all Class B Notes.
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"Purchase" means the initial purchase by the Class B Note Purchasers of the
Class B Notes from the Issuer.
"Purchasers" means the Class B Note Purchasers.
"Purchasers' Agent" means Barclays Bank PLC.
"Requirement of Law" means, as to any Person, any law (statutory or common),
treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.
"Section 2.10(a) Amount" has the meaning specified in Section 2.10(a) hereof.
"Securities Act" means the Securities Act of 1933, as amended.
"Servicer" means Willis Lease Finance Corporation.
"Taxes" has the meaning specified in Section 2.10(a) hereof.
"Termination Date" means the earliest of (a) the date of the occurrence of an
Early Amortization Event and (b) the Commitment Termination Date.
"Third Party Claim" has the meaning specified in Section 8.02 hereof.
"UCC" means the Uniform Commercial Code as in effect in the applicable
jurisdiction.
"United States" means the United States of America.
"WLFC Documents" has the meaning specified in Section 4.02(i) hereof.
SECTION 1.02.
OTHER DEFINITIONAL PROVISIONS.
(A)
ALL TERMS DEFINED IN THIS CLASS B NOTE PURCHASE AGREEMENT SHALL
HAVE THE DEFINED MEANINGS WHEN USED IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR
DELIVERED PURSUANT HERETO UNLESS OTHERWISE DEFINED THEREIN.
(B)
AS USED HEREIN AND IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR
DELIVERED PURSUANT HERETO OR THERETO, ACCOUNTING TERMS NOT DEFINED IN SECTION
1.01, HAVE THE MEANINGS ASSIGNED TO THEM IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES IN THE UNITED STATES.
(C)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS CLASS B NOTE PURCHASE AGREEMENT SHALL REFER TO THIS
CLASS B NOTE PURCHASE AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION
OF THIS CLASS B NOTE PURCHASE AGREEMENT; AND SECTION, SUBSECTION, SCHEDULE AND
EXHIBIT REFERENCES CONTAINED IN THIS CLASS B
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NOTE PURCHASE AGREEMENT ARE REFERENCES TO SECTIONS, SUBSECTIONS, SCHEDULES AND
EXHIBITS IN OR TO THIS CLASS B NOTE PURCHASE AGREEMENT UNLESS OTHERWISE
SPECIFIED.
ARTICLE II
PURCHASE AND SALE
SECTION 2.01.
SALE AND DELIVERY OF THE CLASS B NOTES.
IN RELIANCE ON THE
REPRESENTATIONS, WARRANTIES AND AGREEMENTS SET FORTH IN THIS AGREEMENT AND
SUBJECT TO THE TERMS AND CONDITIONS HEREIN SET FORTH, THE ISSUER AGREES TO SELL,
TRANSFER AND DELIVER TO THE PURCHASERS' AGENT ON BEHALF OF THE CLASS B NOTE
PURCHASERS ON THE CLOSING DATE, THE CLASS B NOTES WITH A MAXIMUM AGGREGATE
PRINCIPAL AMOUNT OF $20,000,000 AND IN THE PERCENTAGE INTERESTS SPECIFIED ON
SCHEDULE 1 HERETO, WHICH CLASS B NOTES SHALL BE DULY EXECUTED BY THE ISSUER,
DULY AUTHENTICATED BY THE INDENTURE TRUSTEE AND REGISTERED IN THE NAME OF THE
PURCHASERS' AGENT ON BEHALF OF THE CLASS B NOTE PURCHASER.
THE ACTUAL
OUTSTANDING PRINCIPAL BALANCE OF THE CLASS B NOTES WILL BE INCREASED AND
DECREASED FROM TIME TO TIME IN ACCORDANCE WITH