AND PERFORMANCE BY WILLIS, WEST AND THE WEST
SUBSIDIARIES OF THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS, EXCEPT SUCH AS
HAVE BEEN, OR AS OF THE INITIAL CLOSING DATE WILL HAVE BEEN, OBTAINED OR SUCH AS
MAY OTHERWISE BE REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS IN CONNECTION
WITH THE OFFER FOR SALE AND PURCHASE
19
BY THE SERIES A2 NOTEHOLDERS OF THE SERIES A2 NOTES, AND ANY RECORDATION OF THE
PLEDGE OF THE COLLATERAL TO THE SECURITY TRUSTEE PURSUANT TO THE SECURITY TRUST
AGREEMENT THAT HAS NOT YET BEEN COMPLETED, OTHER THAN AS PROVIDED IN THE RELATED
DOCUMENTS.
(F)
OTHER THAN THE INSURANCE WITH RESPECT TO THE ENGINES UNDER
LEASES, WHICH INSURANCE IS MAINTAINED BY THE RESPECTIVE LESSEES, WILLIS
MAINTAINS INSURANCE WITH RESPECT TO THE ASSETS, PROPERTIES AND BUSINESS OF
WILLIS OF THE TYPES AND IN AMOUNTS GENERALLY DEEMED ADEQUATE FOR THEIR
BUSINESSES AND CONSISTENT WITH INSURANCE COVERAGE MAINTAINED BY SIMILAR
COMPANIES AND BUSINESSES AND AS REQUIRED BY THE INDENTURE AND OTHER RELATED
DOCUMENTS, ALL OF WHICH INSURANCE IS IN FULL FORCE AND EFFECT.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE SERIES A2 NOTEHOLDERS
Each of the Series A2 Noteholders hereby severally and not jointly makes the
following representations and warranties as to itself to WEST and Willis as of
the Initial Closing Date and as of each Funding Date:
SECTION 5.01.
AUTHORITY, ETC.
THIS SERIES A2 NOTE PURCHASE AGREEMENT
HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY THE SERIES A2 NOTEHOLDER AND
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE SERIES A2 NOTEHOLDER,
ENFORCEABLE AGAINST THE SERIES A2 NOTEHOLDER IN ACCORDANCE WITH ITS TERMS,
SUBJECT AS TO ENFORCEMENT TO BANKRUPTCY, REORGANIZATION, INSOLVENCY, MORATORIUM
AND OTHER SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO OR AFFECTING
CREDITORS' RIGHTS AND TO GENERAL PRINCIPLES OF EQUITY.
SECTION 5.02.
SECURITIES ACT.
(A)
THE SERIES A2 NOTE PURCHASED BY
SUCH SERIES A2 NOTEHOLDER PURSUANT TO THIS SERIES A2 NOTE PURCHASE AGREEMENT
WILL BE ACQUIRED FOR INVESTMENT ONLY AND NOT WITH A VIEW TO ANY PUBLIC
DISTRIBUTION THEREOF, AND SUCH SERIES A2 NOTEHOLDER WILL NOT OFFER TO SELL OR
OTHERWISE DISPOSE OF ITS SERIES A2 NOTE (OR ANY INTEREST THEREIN) IN VIOLATION
OF ANY OF THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE
STATE OR OTHER SECURITIES LAWS.
(B)
THE SERIES A2 NOTEHOLDER ACKNOWLEDGES THAT IT HAS NO RIGHT TO
REQUIRE WEST TO REGISTER THE SERIES A2 NOTES UNDER THE SECURITIES ACT OR ANY
OTHER SECURITIES LAW.
THE SERIES A2 NOTEHOLDER AGREES THAT THE SERIES A2 NOTES
MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE SECURITIES ACT AND TO A PERSON THAT THE SERIES A2 REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER OR INSTITUTIONAL ACCREDITED INVESTOR
PURCHASING FOR ITS OWN ACCOUNT.
NEITHER SUCH SERIES A2 NOTEHOLDER NOR ANY OF
ITS AFFILIATES NOR ANY PERSONS ACTING ON THEIR BEHALF HAVE ENGAGED OR WILL
ENGAGE IN ANY GENERAL SOLICITATION OR GENERAL ADVERTISING WITH RESPECT TO THE
SERIES A2 NOTE.
(C)
SUCH SERIES A2 NOTEHOLDER (AS TO ITSELF)