Common use of Representations and Warranties of the Issuer Clause in Contracts

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage NotesBy executing this Subscription Agreement, the Issuer represents represents, warrants and warrants covenants to the Purchaser, which representations, warranties and covenants will be true and correct as of the Closing Date (as herein defined) with the same force and effect as if made at and as of the Closing (and acknowledges that the Purchaser is relying thereon) that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iva) The Issuer has received all consents been duly incorporated and approvals required by organized and is a valid and subsisting Issuer under the terms laws of the Mortgage Notes State of Nevada and is duly qualified to carry on business in each jurisdiction wherein the pledge carrying out of the Mortgage Notes hereunder to the Indenture Trusteeactivities contemplated makes such qualifications necessary; (vb) All original executed copies The shares which form a part of each Mortgage Note have been or will the Units will, upon issue and delivery, be delivered to the Indenture Trustee (or its custodian), validly issued as set forth in the Transfer fully paid and Servicing Agreement;non-assessable. (vic) The Issuer has received the full corporate right, power and authority to execute this Subscription Agreement, and to issue the Units to the Purchaser pursuant to the terms of this Subscription Agreement d) This Subscription Agreement constitutes a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf binding and for the benefit enforceable obligation of the Indenture Trustee;Issuer, enforceable in accordance with its terms. (viie) Other than This Subscription has been given for valuable consideration and is irrevocable, except with the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any written consent of the Mortgage Notes. Issuer. f) The Issuer has filed all forms, reports, documents and information required to be filed by it, whether pursuant to applicable securities laws or otherwise, with the Exchange (or one of its predecessors) or the applicable securities regulatory authorities (the “Disclosure Documents”). As of the time the Disclosure Documents were filed with the applicable securities regulators and on SEDAR (System for Electronic Document Analysis and Retrieval) as applicable (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Disclosure Documents complied in all material respects with the requirements of the applicable securities laws; and (ii) none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not authorized misleading. g) The financial statements of the filing Issuer contained in the Disclosure Documents : (i) complied as to form in all material respects with the published rules and regulations under the applicable securities laws; (ii) were reported in accordance with United States generally accepted accounting principles or International Financial Reporting Standards, as the case may be; and (iii) present fairly the consolidated financial position of the Issuer and its subsidiaries, if any, as of the respective dates thereof and the consolidated results of operations of the Issuer and its subsidiaries, if any, for the periods covered thereby. h) There is not aware no “material fact” or “material change” (as those terms are defined in the Acts) in the affairs of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating has not been generally disclosed to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteepublic. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “"UCC”") in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “"instruments” " within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer Sale and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect The Issuer hereby makes the following representations and warranties on which the Indenture Trustee and the Noteholders may rely; provided such representations and warranties speak as of the execution and delivery of this Indenture, but shall survive the Grant of the Collateral to the Mortgage Notes, the Issuer represents and warrants thatIndenture Trustee pursuant to this Indenture: (ia) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer;. (iib) Onyx has certified to the Issuer that it has taken all steps necessary to perfect the Issuer's security interest against the Obligors in the property securing the Contracts. (c) The Mortgage Notes Contracts constitute “instruments” "tangible chattel paper" within the meaning of the applicable UCC;. (iiid) The Issuer owns and has good and marketable title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person;. (ive) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been caused or will be delivered have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest Granted in the Collateral to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement;hereunder. (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (viif) Other than the security interest granted Granted to the Indenture Trustee pursuant to the Granting Clause of this Indenture, the Issuer has not pledged, assigned, sold, granted Granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement (i) relating to the security interest granted Granted to the Indenture Trustee hereunder or (ii) that has been been, or will be within five days of the Closing Date, terminated. The Issuer is not aware of any judgment judgments or tax lien filings against the Issuer; and. (viiig) None The Issuer has authorized Onyx, in its capacity as Custodian under the Sale and Servicing Agreement, to maintain possession of all original copies of the Mortgage Notes Contracts that constitute or evidence the Collateral and Onyx has certified to the Issuer that the Contracts that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth . All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: "A purchase of or security interest in any collateral described in this Section 3.22 shall survive financing statement will violate the Closing Date rights of the Indenture Trustee." The Indenture Trustee hereby acknowledges and agrees that it shall not be waivedwaive any of the foregoing representations or warranties.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to the Collateral Manager that: (a) the Issuer (i) This has been duly incorporated as an exempted company and is validly existing under the laws of the Cayman Islands; (ii) has full power and authority to own the Issuer’s assets and the securities proposed to be owned by the Issuer and included among the Collateral and to transact the business for which the Issuer was incorporated; (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture creates a valid and continuing security interest (as defined would require such qualification, except for failures to be so qualified that would not in the applicable Uniform Commercial Code (aggregate have a material adverse effect on the “UCC”) in the Mortgage Notes in favor business, operations, assets or financial condition of the Indenture TrusteeIssuer or the ability of the Issuer to perform its obligations under, which security interest is prior or on the validity or enforceability of, this Agreement and the Indenture; and (iv) has full power and authority to all other liensexecute, deliver and is enforceable as such against creditors of and purchasers from perform the Issuer’s obligations hereunder and thereunder; (b) this Agreement and the Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding agreements enforceable against the Issuer in accordance with their terms except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) The Mortgage Notes constitute “instruments” within the meaning general principles of the applicable UCCequity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (iiic) The no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer owns and has good title to of its duties hereunder or under the Mortgage Notes free and clear Indenture, except those that may be required under state securities or “blue sky” laws or the applicable laws of any lienjurisdiction outside of the United States, claim and such as have been duly made or encumbrance of any Personobtained; (ivd) The Issuer has received all consents neither the execution, delivery and approvals required performance of this Agreement or the Indenture nor the performance by the terms Issuer of its duties hereunder or under the Indenture (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or any material contract or agreement to which the Issuer is a party or by which it or its assets may be bound, or any law, decree, order, rule, or regulation applicable to the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the Mortgage Notes to the pledge property of the Mortgage Notes hereunder Issuer and (ii) would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture TrusteeIndenture; (ve) All original executed copies the Issuer and its Affiliates are not in violation of each Mortgage Note have been any federal, state or will be delivered Cayman Islands laws or regulations, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the Indenture Trustee (best knowledge of the Issuer, threatened that, in any case, would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or its custodian), as set forth in the Transfer and Servicing AgreementIndenture; (vif) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against an “investment company” under the IssuerInvestment Company Act; and (viiig) None the assets of the Mortgage Notes has Issuer do not and will not at any marks time constitute the assets of any plan subject to the fiduciary responsibility provisions of ERISA or notations indicating that they have been pledged, assigned or otherwise conveyed of any plan subject to any Person other than Section 4975 of the Indenture TrusteeCode. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect The Issuer hereby makes the following representations and warranties on which the Indenture Trustee and the Noteholders may rely; provided such representations and warranties speak as of the execution and delivery of this Indenture, but shall survive the Grant of the Collateral to the Mortgage Notes, the Issuer represents and warrants thatIndenture Trustee pursuant to this Indenture: (ia) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer;. (iib) Onyx has certified to the Issuer that it has taken all steps necessary to perfect the Issuer's security interest against the Obligors in the property securing the Contracts. (c) The Mortgage Notes Contracts constitute “instruments” "tangible chattel paper" within the meaning of the applicable UCC;. (iiid) The Issuer owns and has good and marketable title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person;. (ive) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been caused or will be delivered have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest Granted in the Collateral to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement;hereunder. (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (viif) Other than the security interest granted Granted to the Indenture Trustee pursuant to the Granting Clause of this Indenture, the Issuer has not pledged, assigned, sold, granted Granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement (i) relating to the security interest granted Granted to the Indenture Trustee hereunder or (ii) that has been been, or will be within five days of the Closing Date, terminated. . (g) The Issuer is not aware has authorized Onyx, in its capacity as Custodian under the Sale and Servicing Agreement, to maintain possession of any judgment or tax lien filings against the Issuer; and (viii) None all original copies of the Mortgage Notes Contracts that constitute or evidence the Collateral and Onyx has certified to the Issuer that the Contracts that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth . All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: "A purchase of or security interest in any collateral described in this Section 3.22 shall survive financing statement will violate the Closing Date and shall not be waivedrights of the Indenture Trustee."

Representations and Warranties of the Issuer. (a) With respect to Each of the Mortgage Notes, representations and warranties made by the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder Effective Date pursuant to the Indenture Trustee; (v) All original executed copies is incorporated herein by reference and all such representations and warranties are remade as of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and Effective Date for the benefit of the Indenture Trustee; (vii) Other than Purchasers, the security interest granted to Managing Agents and the Indenture Trustee pursuant to this IndentureAdministrative Agent. In addition, the Issuer has not pledgedhereby represents and warrants to the Purchasers, assigned, sold, granted a security interest in, or otherwise conveyed any the Managing Agents and the Administrative Agent as of the Mortgage Notes. The Issuer has not authorized the filing of Effective Date and is not aware each date of any financing statements against Increase that: (a) The Existing Series 2002-1 Notes have been duly and validly authorized, have been duly and validly issued and outstanding and are entitled to the Issuer that include a description benefits of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledgedIndenture, assigned or otherwise conveyed to any Person other than the Indenture Trusteeand this Agreement. (b) The Each of the Indenture, and, assuming the due authorization, execution and delivery by each of the other parties thereto, this Agreement, is in full force and effect and no default or other event or circumstance has occurred thereunder or in connection therewith that could result in the termination of any such agreement or any other interruption of the ongoing performance of the obligations by the Issuer under each such agreement. (c) Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 7.05 and their compliance with the agreements set forth therein, it is not necessary, in connection with the offer, sale and delivery of the Series 2002-1 Notes to the Purchasers, to register the Series 2002-1 Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended; (d) The Issuer is a limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware and has full power and authority to own its properties and to conduct its business as such properties are presently owned and as such business is presently conducted, is qualified to do business and is in good standing as a foreign limited liability company and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals and in which the failure so to qualify or to obtain such licenses and approvals or to preserve and maintain such qualification, licenses or approvals could reasonably be expected to give rise to a Material Adverse Effect; (e) The Issuer (i) has all necessary limited liability company power and authority (A) to execute and deliver this Agreement, the Series 2002-1 Notes, the Fifth Omnibus Amendment and the other Transaction Documents to which it is a party and (B) to perform its obligations under this Agreement, the Series 2002-1 Notes, the Indenture and the other Transaction Documents to which it is a party (as modified by the Fifth Omnibus Amendment) and (ii) has duly authorized by all necessary action the execution, delivery and performance by it of, and the consummation by it of the transactions provided for in, this Agreement, the Series 2002-1 Notes, the Indenture and the other Transaction Documents (as modified by the Fifth Omnibus Amendment) to which it is a party. Each of this Agreement, the Series 2002-1 Notes and the Indenture constitute the legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (f) The execution, delivery and performance by it of, and the consummation by it of the transactions contemplated by, this Agreement, the Series 2002-1 Notes, the Indenture, the Fifth Omnibus Amendment and the other Transaction Documents to which it is a party, and the fulfillment by it of the terms hereof and thereof, will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under (A) the certificate of formation or the limited liability company agreement of the Issuer or (B) any material indenture, loan agreement, mortgage, deed of trust, or other agreement or instrument to which the Issuer is a party or by which it or any of its respective properties is bound, (ii) result in the creation or imposition of any Lien (other than Permitted Liens) on any of the Pledged Assets pursuant to the terms of any such material indenture, loan agreement, mortgage, deed of trust, or other material agreement or instrument other than this Agreement and the other Transaction Documents or (iii) conflict with or violate any federal, state, local or foreign law (including without limitation, Environmental Laws) or any decision, decree, order, rule or regulation applicable to the Issuer or of any Governmental Authority having jurisdiction over the Issuer, which conflict or violation described in this clause (iii), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (i) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Issuer, threatened, against the Issuer before any Governmental Authority and (ii) the Issuer is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) and (ii), (A) asserts the invalidity of this Agreement, the Series 2002-1 Notes, the Indenture, the Fifth Omnibus Amendment or any other Transaction Document, (B) seeks to prevent the consummation of any of the transactions contemplated by this Agreement, the Series 2002-1 Notes, the Fifth Omnibus Amendment, the Indenture or any other Transaction Document, (C) seeks any determination or ruling that, in the reasonable judgment of the Issuer, would materially and adversely affect the performance by the Issuer of its obligations under this Agreement, the Series 2002-1 Notes, the Indenture or any other Transaction Document or the validity or enforceability of this Agreement, the Series 2002-1 Notes, the Indenture, the Fifth Omnibus Amendment or any other Transaction Document or (D) individually or in the aggregate for all such actions, suits, proceedings and investigations could reasonably be expected to have a Material Adverse Effect. (h) Except where the failure to obtain or make such authorization, consent, order, approval or action could not reasonably be expected to have a Material Adverse Effect, all authorizations, consents, orders and approvals of, or other actions by, any Governmental Authority that are required to be obtained by the Issuer in connection with the due execution, delivery and performance by the Issuer of this Agreement, the Series 2002-1 Notes, the Indenture, the Fifth Omnibus Amendment or any other Transaction Document to which it is a party and the consummation by the Issuer of the transactions contemplated by this Agreement, the Series 2002-1 Notes and the other Transaction Documents to which it is a party have been obtained or made and are in full force and effect. (i) The Issuer is not, and is not controlled by, an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended; (j) On and immediately after the Effective Date, the Issuer (after giving effect to the issuance of the Series 2002-1 Notes) will remain Solvent. (k) No proceeds of the Purchase or any Increase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 3.22 shall survive 13 or 14 of the Closing Securities Exchange Act of 1934, as amended. (l) As of the Effective Date and shall as of each Increase Date, unless otherwise previously disclosed to the Managing Agents, the written information furnished by the Issuer pursuant to or in connection with any Transaction Document or any transaction contemplated herein or therein was, as of the date originally furnished, true and correct in all material respects and not be waivedotherwise materially misleading.

Representations and Warranties of the Issuer. 12.1 The Issuer warrants and represents to the Agent, and acknowledges that the Agent has relied on such warranties and representations in entering into this Agreement, that: (a) With respect the descriptions of the assets and the liabilities of the Issuer set out in the consolidated balance sheets of the Issuer, including the notes thereto, to be provided to the Mortgage NotesAgent will be true and correct, will accurately and fairly present the financial position and condition of the Issuer represents as at the respective dates thereof, will reflect all liabilities (absolute, accrued, contingent or otherwise) of the Issuer at the respective dates thereof and warrants thatwill be prepared in accordance with Canadian generally accepted accounting principles, applied on a consistent basis; (b) the statement of earnings, retained earnings and changes in financial position of the Issuer, including the notes thereto, to be provided to the Agent will in each case accurately and fairly present the results of the operations of the Issuer for the respective periods covered thereby and will be prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis throughout such period; (c) the financial position of the Issuer as at the date hereof is no less favourable than that disclosed in the most recent balance sheets provided to the Agent; (d) the information concerning the Business which will be provided to the Agent will be accurate, complete and fair and accurate in all particulars; (e) the Disclosure Documents are, or will be upon their completion, true and correct in all material respects; (f) the information contained in the sources and uses of funds statements to be provided to the Agent hcrcundcr will be accurate and complete; (g) the execution of this Agreement by the Issuer does not and will not conflict with, and does not and will not result in a breach of, or constitute a default under, any agreement or instrument to which the Issuer is a party, or by which the Issuer is bound, or the terms of the incorporating documents of the Issuer; (h) the execution of this Agreement has been authorized by all necessary corporate action on the part of the Issuer; (i) as of the date hereof: (i) This Indenture creates a valid and continuing security interest (as defined there has not been any Material Change in the applicable Uniform Commercial Code assets, liabilities or obligations (the “UCC”absolute, accrued, contingent or otherwise) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within there has not been any Material Change in the meaning capital or long-term debt of the applicable UCCIssuer other than the debts owing by the Issuer which were or are to be converted into common shares in the capital of the Issuer by agreements between the Issuer and certain creditors dated as disclosed in the Disclosure Documents; (iii) The Issuer owns and there has good title not been any Material Change in the Business, business prospects, condition (financial or otherwise) or results of the operation of the Issuer; from those disclosed in the most recent financial statements provided to the Mortgage Notes free and clear Agent of any lien, claim or encumbrance of any Personwhich the Agent has not been made aware by the Issuer; (ivj) The since the date of the most recent financial statements provided to the Agent, the Issuer has received all consents carried on its business in the ordinary course; (k) neither the Issuer, nor to the best of the Issuer's knowledge, InNexus, has any subsidiaries other than the Subsidiary. Schedule "A" hereto accurately sets out the information relating to the constating documents and approvals the authorized and issued capital of the Subsidiary. (1) the Issuer is a valid and subsisting corporation duly incorporated and in good standing under the Company s\ct (British Columbia); (m) the Issuer is duly registered and licenced to carry on business or own property in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction; (n) the authorised and issued capital of the Issuer is as disclosed in the Disclosure Documents and the issued and outstanding common shares of the Issuer are fully-paid and non-assessable; (o) the Issuer will reserve or set aside sufficient common shares in its treasury to issue the Shares Agent's Warrant Shares and the Corporate Finance Shares; (p) except as qualified by the Disclosure Documents, the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Disclosure Documents; all agreements by which the Issuer holds an interest in a property, business or asset are in good standing according to their terms, and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (q) the Disclosure Documents will contain full, true and plain disclosure of all Material Facts in relation to the Issuer, the Business and their respective securities, will contain no Misrepresentations, will be accurate in all material respects and will omit no fact, the omission of which will make such representations misleading or incorrect; (r) the Issuer has complied and will comply fully with die requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, Applicable Legislation and the Company A-d (British Columbia) in relation to the issue and trading of its securities and in all matters relating to the Offering; (s) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of its incorporating documents or any agreement or instrument to which the Mortgage Notes Issuer is a party; (t) except as disclosed in the Disclosure Documents, the Issuer is nor a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (u) there are no judgments against the pledge of Issuer which are unsatisfied, nor are there any consent decrees or injunctions to which the Mortgage Notes hereunder to the Indenture TrusteeIssuer is subject; (v) All original executed copies this Agreement has been duly authorized by all necessary corporate action on the part of each Mortgage Note the Issuer and the Issuer has full corporate power and authority to undertake the Offering; (w) there is not presently, and will not be until the conclusion of the Distribution, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed in the Prospectus; (x) no order ceasing, halting or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened; (y) except as disclosed in the Disclosure Documents, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming such a right, agreement or option, for the issue or allotment of any unissued shares in the capital of the Issuer or any other security convertible into or exchangeable for any such shares, or to require the Issuer to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; (z) the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith; (aa) the Issuer has established on its books and records reserves which are adequate for the payment of all taxes not yet due and payable and there are no liens for taxes on the assets of the Issuer except for taxes not yet due, and there are no audits of any of the tax returns of the Issuer which are known by the Issuer's management to be pending, and there are no claims which have been or will may be delivered asserted relating to the Indenture Trustee (or its custodian)any such tax returns which, as set forth if determined adversely, would result in the Transfer and Servicing Agreementassertion by any governmental agency of any deficiency which would have a material adverse effect on the properties, business or assets of the Issuer; (vibb) other than the Agent and X. Xxxxx Xxxxx, (who is entitled to receive a finder's fee of 500,000 common shares ), no person, firm or corporation acting or purporting to act at the request of the Issuer is entitled to any brokerage, agency or finder's fee in connection with the transactions described herein; and (cc) the Issuer owns or possesses adequate rights to use all material patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and other intellectual property necessary for the business of the Issuer now conducted and proposed to be conducted, without any conflict with or infringement of the rights of others. The Issuer has received a written acknowledgement from no communication alleging that the Indenture Trustee (or Issuer has violated or, by conducting its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit business as proposed, would violate any of the Indenture Trusteepatents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. Neither the execution or delivery of this Agreement nor the carrying on of the business of the Issuer by the employees of the Issuer, nor the conduct of the business of the Issuer will conflict with or result in a breach of the terms, conditions, or provisions of or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated; (viidd) Other than the security interest granted to the Indenture Trustee pursuant to this Indenturebest of the Issuer's knowledge, information and belief, after having made due inquiry, the Issuer has not pledgedInNexus Officer's Certificate dated July 31, assigned2002, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of is true and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuercorrect in all material respects; and (viiiee) None the warranties and representations in this subsection will continue to be true and correct and will remain so as of the Mortgage Notes has conclusion of the Distribution, and the Issuer will promptly provide written notice to the Agent if the Issuer becomes aware that any marks representation or notations indicating that they have been pledgedwarranty of the Issuer set forth in this Subsection is not true and correct. 12.2 The Agent warrants and represents to the Issuer that: (a) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, assigned continued or otherwise conveyed to any Person other than the Indenture Trustee.amalgamated; (b) The representations it is a member in good standing of the Exchange; and (c) it has complied with and warranties set forth will fully comply with the requirements of all applicable securities laws, including, without limitation, Applicable Legislation, its rules and regulations and the by-laws and rules of the Exchange, in this Section 3.22 shall survive relation to trading in the Closing Date Securities and shall not be waivedall matters relating to the Offering.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to, and agrees with, each of the Underwriters that, as of the date hereof and as of the Time of Purchase: (a) The Registration Statement has become effective under the Act; a true and correct copy of the Registration Statement in the form in which it became effective has been delivered to the Representative and to the Representative for each of the Underwriters (except that copies delivered for the Underwriters excluded exhibits to such Registration Statement); any filing of the Prospectus and any supplements thereto required pursuant to Rule 424(b) has been or will be made in the manner and within the time period required by Rule 424(b); no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purposes are pending before or, to the knowledge of the Issuer, threatened by the Commission. On the effective date of the Registration Statement, the Registration Statement and the Basic Prospectus complied, or were deemed to have complied, and on its respective issue date, each preliminary prospectus filed pursuant to Rule 424(b) complied, and the Basic Prospectus complied, and on its issue date, the Prospectus will comply, or will be deemed to comply, in all material respects with the applicable provisions of the Act, the Trust Indenture Act and the published rules and regulations of the Commission; on the effective date of the Registration Statement and at the Time of Purchase the Indenture did or will comply in all material respects with the requirements of the Trust Indenture Act and the rules thereunder; none of the Registration Statement, the Basic Prospectus, or any other preliminary prospectus, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented, if applicable, as of the Time of Purchase, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Issuer makes no warranty or representation to any Underwriter with respect to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company or the Issuer by, or through the Representative on behalf of, any Underwriter expressly for use therein, or to any statements in or omissions from that part of the Registration Statement that shall constitute the Statement of Eligibility and Qualification under the Trust Indenture Act of the Bond Trustee under the Indenture; (b) The documents incorporated by reference in the Registration Statement, any preliminary prospectus, the Basic Prospectus and the Prospectus, when they were filed (or, if an amendment with respect to any such document was filed, when such amendment was filed) with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and any further documents so filed and incorporated by reference will, when they are filed with the Commission, conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder; none of such documents, when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; (c) the Issuer has been duly organized and is validly existing as a limited liability company in good standing under laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its businesses as described in the Registration Statement and the Prospectus, and is duly qualified to do business in all jurisdictions (and is in good standing under the laws of all such jurisdictions) to the extent that such qualification and good standing is or shall be necessary to protect the validity and enforceability of this Agreement, the Sale Agreement, the Indenture, the Servicing Agreement, the Administration Agreement and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby; (d) this Agreement, the Servicing Agreement, the Indenture, the Administration Agreement, the Sale Agreement and each of the other Basic Documents to which the Issuer is a party have been duly authorized, executed and delivered, and constitute valid and legally binding obligations of the Issuer enforceable according to their terms; (e) there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Issuer or any of its subsidiaries of a character required to be disclosed in the Registration Statement that is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit, that is not described or filed as required; (f) no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated herein and by the Basic Documents, except such as have been obtained under the Michigan law and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securitization Bonds by the Underwriters and such other approvals as have been obtained; (g) neither the execution and delivery of this Agreement, the Servicing Agreement, the Sale Agreement, the Indenture, the Administration Agreement and the other Basic Documents nor the consummation of the transactions contemplated thereby nor the fulfillment of the terms thereof by the Issuer, will (A) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under the certificate of formation, operating agreement or other organizational documents of the Issuer, or conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, material agreement or other material instrument to which the Issuer is a party or by which the Issuer is bound, (B) result in the creation or imposition of any lien upon any properties of the Issuer pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Indenture and the Customer Choice Act, or (C) violate any law or any order, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or any of its properties; (h) except as described in the Registration Statement and the Prospectus, the Issuer holds all franchises, certificates of public convenience, licenses and permits necessary to carry on the utility business in which it is engaged; (i) This Indenture creates a valid there has not been any material and continuing security interest adverse change in (as defined A) the condition (financial or other), prospects, earnings, business or properties of the Issuer, whether or not arising from transactions in the applicable Uniform Commercial Code ordinary course of business, or (B) the “UCC”) Securitization Property, except as set forth in or contemplated in the Mortgage Notes in favor Prospectus (exclusive of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer;any supplement thereto); and (iij) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), except as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received Basic Prospectus, no event or condition exists that constitutes, or with the giving of notice or lapse of time or both would constitute, a written acknowledgement from the Indenture Trustee (default or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted any breach or failure to the Indenture Trustee pursuant to this Indenture, perform by the Issuer has not pledgedin any material respect under any indenture, assignedmortgage, soldloan agreement, granted lease or other material agreement or instrument to which the Issuer is a security interest in, party or otherwise conveyed by which it or any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteeits properties may be bound. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 3.20 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect The Trustee, acting to satisfy the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor purposes of the Indenture TrusteeTrust, which security interest is prior to all other lienshereby affirms each of its representations, warranties and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as covenants set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and other Basic Documents for the benefit of the Indenture Purchaser, as though each such representation, warranty and covenant were set forth herein; provided that, the remedy for breach of any such representation, warranty or covenant shall be the remedy set forth in the relevant Basic Document, but shall be enforceable directly by the Purchaser against the Trustee;, acting to satisfy the purposes of the Trust. The Trustee, acting to satisfy the purposes of the Trust, further represents and warrants to, and agrees with, the Purchaser as follows: (viia) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of is an irrevocable administration, issuance and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or payment trust (fideicomiso) that has been terminatedduly established under the laws of the United Mexican States. The Issuer Trustee is not aware a banking institution that has been duly established and is validly existing under the laws of any judgment or tax lien filings the United Mexican States, has all requisite power and authority to enter into the Trust Agreement, to act as trustee thereunder and to perform and observe the provisions of the Trust Agreement to be performed and observed by it as trustee thereunder. The Trust Agreement has been duly authorized, executed and delivered by the Trustee, and, assuming due authorization, execution and delivery by the Settlors and the Common Representative, constitutes a valid and legally binding obligation of the Trustee, enforceable against the Issuer; and (viii) None Trustee in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and the Trustee, acting to satisfy the purposes of the Mortgage Notes Trust, has any marks all requisite power and authority and all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses and permits of and from all public, regulatory or notations indicating that they have been pledgedgovernmental agencies and bodies to establish the Trust and to own, assigned or otherwise conveyed lease and operate the Trust’s properties and conduct the Trust’s business as now being conducted, is duly qualified to any Person other than hold the Indenture TrusteeTrust Assets and to enter into and deliver each of the Basic Documents and this Agreement, and to perform its obligations hereunder and thereunder. (b) On the Closing Date, the Issuer will have duly authorized by all necessary action the execution, delivery and performance of each Basic Document to which it is a party, each other document required to be delivered pursuant hereto and thereto and the consummation of the transactions provided for herein and therein. The representations Issuer has duly executed and warranties set forth delivered each Basic Document to which it is a party. Each such Basic Document constitutes a legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in this accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally. (c) The Trustee (i) is not in violation of the Trust Agreement, (ii) in its capacity as Trustee is not a party to nor bound by, nor are the Trust Assets subject to, any agreement, indenture, mortgage, deed of trust, loan agreement or instrument other than the Trust Agreement, the Assignment Agreement and any other agreement contemplated under the Trust Agreement to be entered into by the Trustee in furtherance of the purpose of the Trust and the Basic Documents and is not in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in the Trust Agreement or in any Basic Document and (iii) is not in violation of any law, ordinance, governmental rule, regulation or court decree to which the Trust or the Trust Assets is subject. (d) All material approvals, authorizations, consents, orders and other actions of any Person, any governmental body or official and any third party required in connection with the execution and delivery by the Issuer of the Basic Documents and the Trust Agreement, the performance by the Issuer of the transactions contemplated hereby and thereby and the fulfillment by the Issuer of the terms hereof and thereof have been obtained, including, without limitation, the approval of Banco de México., except for (i) the registration of the Certificates with the Special Section 3.22 shall survive of the National Registry of Securities maintained by the Mexican National Banking and Securities Commission (the “CNBV”) (which approval has been obtained, subject to filing any necessary documents) and (ii) the delivery by the Issuer to the Secretaría de Hacienda y Crédito Público (the Ministry of Finance and Public Credit; the “Ministry”) of certain information so that withholding taxes in respect of the Certificates may be reduced to 4.9% for the period prescribed by applicable Mexican law. (e) The Certificates have been duly authorized by the Issuer and, when duly executed, authenticated, issued and delivered in accordance with the Trust Agreement and paid for in accordance with the terms hereof, will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms. (f) The execution, delivery and performance of the Basic Documents, the issue, sale and delivery of the Certificates and the consummation of the other transactions contemplated by the Basic Documents (and compliance with the terms thereof) do not and will not conflict with or result in a breach of any of the terms or provisions of any law applicable to the Issuer or any of the terms or provisions of any law applicable to the Issuer or any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under, any governing documents of the Issuer. (g) Except for withholding taxes payable in connection with interest payments in respect of the Certificates, there is no tax, duty, levy, impost, deduction, charge or withholding imposed by Mexico or any political subdivision or taxing authority thereof or therein by virtue of the issuance, execution, delivery, performance or enforcement of any of the Basic Documents or of any other document to be furnished thereunder, other than fees for registration of the Trust Agreement and the Assignment Agreement in the Public Registry of Commerce. (h) Each of the Basic Documents to which the Issuer is a party is in proper legal form for the enforcement thereof against the Trustee, as trustee under the Trust, in the United Mexican States; provided that, any legal proceedings in Mexican courts would be based upon a Spanish translation of any Basic Documents executed in English, which translation would be prepared by a court-approved translator and approved by the court after the defendant had been given an opportunity to be heard with respect to the accuracy of the translation. (i) It is not necessary under the laws of Mexico that any of the holders of the Certificates be licensed, qualified or entitled to carry on business in Mexico by reason of execution, delivery, performance or enforcement of any of the Basic Documents. (j) The Issuer is not required to be registered under the U.S. Investment Company Act of 1940, as amended. (k) The Trust Assets as of the Closing Date will be held by the Trustee (on behalf of the Trust) free and clear of all liens, security interests, charges, encumbrances, defects and claims, except as expressly permitted by the Basic Documents. (l) Neither the Issuer nor the Trustee nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise). (m) The Issuer shall obtain, make and keep in full force and effect all authorizations from and registrations with governmental authorities that may be required for the issuance, validity or enforceability against the Issuer of the Basic Documents. (n) The Trust is not be waivedsubject to tax (including without limitation, income and asset tax and except for value-added taxes imposed on the relevant obligor under the Receivables) imposed by Mexico or any political subdivision or taxing jurisdiction thereof. (o) The Issuer shall, as soon as practicable, complete registration of the Securities with the Special Section of the National Registry of Securities maintained by CNBV.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer hereby represents and warrants warrants, for the benefit of the Indenture Trustee and the Noteholders, that: (i) This Indenture this Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liensLiens, and is enforceable as such as against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” the Collateral constitutes "general intangibles" within the meaning of the applicable UCC; (iii) The immediately prior to its Grant of the Collateral provided for herein, the Issuer owns and has had good title to to, and was the Mortgage Notes sole owner of, the Collateral, free and clear of any lien, claim or encumbrance Lien of any Person; (iv) The the Issuer has received all consents and approvals required by the terms of the Mortgage Notes to Collateral for the pledge of the Mortgage Notes hereunder transfer to the Indenture TrusteeTrustee of its rights and interests therein; (v) All original executed copies of each Mortgage Note have been the Issuer has caused or will be delivered have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement;hereunder; and (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other other than the security interest granted to the Indenture Trustee pursuant to this IndentureAgreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The foregoing representations and warranties set forth in this Section 3.22 shall survive the Closing Date satisfaction and shall discharge of this Indenture. (c) The foregoing representations and warranties may not be waivedwaived by the Indenture Trustee[, the Insurer] or any Noteholder.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage NotesBy executing this Subscription Agreement, the Issuer represents represents, warrants and warrants covenants to the Purchaser, which representations, warranties and covenants will be true and correct as of the Closing Date (as herein defined) with the same force and effect as if made at and as of the Closing (and acknowledges that the Purchaser is relying thereon) that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iva) The Issuer has received all consents been duly incorporated and approvals required by organized and is a valid and subsisting Issuer under the terms laws of the Mortgage Notes State of Nevada and is duly qualified to carry on business in each jurisdiction wherein the pledge carrying out of the Mortgage Notes hereunder to the Indenture Trusteeactivities contemplated makes such qualifications necessary; (vb) All original executed copies The shares which form a part of each Mortgage Note have been or will the Units will, upon issue and delivery, be delivered to the Indenture Trustee (or its custodian), validly issued as set forth in the Transfer fully paid and Servicing Agreement;non-assessable. (vic) The Issuer has received the full corporate right, power and authority to execute this Subscription Agreement, and to issue the Units to the Purchaser pursuant to the terms of this Subscription Agreement d) This Subscription Agreement constitutes a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf binding and for the benefit enforceable obligation of the Indenture Trustee;Issuer, enforceable in accordance with its terms. (viie) Other than This Subscription has been given for valuable consideration and is irrevocable, except with the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any written consent of the Mortgage Notes. Issuer. f) The Issuer has filed all forms, reports, documents and information required to be filed by it, whether pursuant to applicable securities laws or otherwise, with the Exchange (or one of its predecessors) or the applicable securities regulatory authorities (the "Disclosure Documents"). As of the time the Disclosure Documents were filed with the applicable securities regulators and on SEDAR (System for Electronic Document Analysis and Retrieval) as applicable (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Disclosure Documents complied in all material respects with the requirements of the applicable securities laws; and (ii) none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not authorized misleading. g) The financial statements of the filing Issuer contained in the Disclosure Documents : (i) complied as to form in all material respects with the published rules and regulations under the applicable securities laws; (ii) were reported in accordance with United States generally accepted accounting principles or International Financial Reporting Standards, as the case may be; and (iii) present fairly the consolidated financial position of the Issuer and its subsidiaries, if any, as of the respective dates thereof and the consolidated results of operations of the Issuer and its subsidiaries, if any, for the periods covered thereby. h) There is not aware no "material fact" or "material change" (as those terms are defined in the Acts) in the affairs of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating has not been generally disclosed to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteepublic. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to the Collateral Manager that: (a) the Issuer (i) This has been duly incorporated and registered as an exempted company and is validly existing under the laws of the Cayman Islands, (ii) has full power and authority to own the Issuer’s assets and the securities proposed to be owned by the Issuer and included among the Assets and to transact the business for which the Issuer was incorporated and (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture creates would require such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture; the Issuer has full power and authority to execute, deliver and perform the Issuer’s obligations hereunder and thereunder; this Agreement and the Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and continuing security interest binding agreements enforceable against the Issuer in accordance with their terms except that the enforceability thereof may be subject to (as defined a) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in the applicable Uniform Commercial Code effect relating to creditors’ rights and (the “UCC”b) general principles of equity (regardless of whether such enforcement is considered in the Mortgage Notes a proceeding in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuerequity or at law); (b) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer of its duties hereunder or under the Indenture, except those that may be required under state securities or “blue sky” laws or the applicable laws of any jurisdiction outside of the United States, and such as have been duly made or obtained; (c) neither the execution, delivery and performance of this Agreement or the Indenture nor the performance by the Issuer of its duties hereunder or under the Indenture (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or any material contract or agreement to which the Issuer is a party or by which it or its assets may be bound, or any law, decree, order, rule, or regulation applicable to the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the property of the Issuer and (ii) The Mortgage Notes would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture; (d) the Issuer and its Affiliates are not in violation of any federal, state or Cayman Islands laws or regulations, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Issuer, threatened that, in any case, would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture; (e) the Issuer is not an “investment company” under the Investment Company Act; and (f) the assets of the Issuer do not and will not at any time constitute “instruments” the assets of any plan subject to the fiduciary responsibility provisions of ERISA or of any plan within the meaning of the applicable UCC; (iiiSection 4975(e)(1) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeCode. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to the Collateral Manager that: (a) the Issuer (i) This has been duly incorporated and registered as an exempted company and is validly existing under the laws of the Cayman Islands, (ii) has full power and authority to own the Issuer’s assets and the securities proposed to be owned by the Issuer and included among the Assets and to transact the business for which the Issuer was organized, and (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture creates would require such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture; the Issuer has full power and authority to execute, deliver and perform the Issuer’s obligations hereunder and thereunder; this Agreement and the Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and continuing security interest binding agreements enforceable against the Issuer in accordance with their terms except that the enforceability thereof may be subject to (as defined i) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in the applicable Uniform Commercial Code effect relating to creditors’ rights and (the “UCC”ii) general principles of equity (regardless of whether such enforcement is considered in the Mortgage Notes a proceeding in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuerequity or at law); (b) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer of its duties hereunder or under the Indenture, except those that may be required under state securities or “blue sky” laws or the applicable laws of any jurisdiction outside of the United States, and such as have been duly made or obtained; (c) neither the execution, delivery and performance of this Agreement or the Indenture nor the performance by the Issuer of its duties hereunder or thereunder (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or any material contract or agreement to which the Issuer is a party or by which it or its assets may be bound, or any law, decree, order, rule, or regulation applicable to the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the property of the Issuer and (ii) The Mortgage Notes would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture; (d) the Issuer and its Affiliates are not in violation of any Federal, state or Cayman Islands laws or regulations, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Issuer, threatened that, in any case, would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture; (e) the Issuer is not an “investment company” under the Investment Company Act; and (f) the assets of the Issuer do not and will not at any time constitute “instruments” the assets of any plan subject to the fiduciary responsibility provisions of ERISA or of any plan within the meaning of the applicable UCC; (iiiSection 4975(e)(1) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeCode. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the each applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute either “instruments” or “general intangibles” within the meaning of the each applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes Loans to the pledge of the Mortgage Notes Loans hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer Sale and Servicing Agreement; (vi) The Issuer has received a written acknowledgement acknowledgment from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes Loans solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of of, and is not aware of of, any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and; (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; and (ix) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (b) The representations and warranties set forth in this Section 3.22 3.18 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”)) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants thatto the Registered Holder as of April , 2000, as follows: (ia) This Indenture creates Issuer is a valid corporation duly organized, existing and continuing security interest (as defined in good standing under the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor laws of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors its state of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns incorporation and has good title the corporate power to conduct the Mortgage Notes free business which it conducts and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes proposes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteeconduct. (b) The representations execution, delivery and warranties performance of the Securities by the Issuer has been duly approved by the Board of Directors of Issuer and all other actions required to authorize and effect the offer and sale of the Securities have been duly taken and approved. (c) The Securities and the Common Stock issuable upon Conversion of the Securities (the "Conversion Shares") have been duly and validly authorized. The Securities and Conversion Shares, when issued and paid for in accordance with the terms hereof, will be fully paid and non-assessable and valid and binding obligations of the Issuer enforceable in accordance with their respective terms. (d) Issuer will, at all times that there are Outstanding, have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Securities into shares of Common Stock. (e) Issuer has obtained all licenses, permits and other governmental authorizations necessary to the conduct of its business; such licenses, permits and other governmental authorizations obtained are in full force and effect; and Issuer is in all material respects complying therewith. (f) Issuer knows of no pending or threatened legal or governmental proceedings to which Issuer is a party which could materially adversely affect the business, property, financial condition or operations of the Issuer. (g) Issuer is not in violation of or default under, nor will the execution and delivery of the Securities, the issuance of the Common Stock upon conversion of the Securities and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, result in this Section 3.22 shall survive a violation of, or constitute a default under the Closing Date certificate of incorporation or by-laws, the performance or observance of any material obligations, agreement, covenant or condition contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreements or instrument to which the Issuer is a party or by which it or any of its properties may be bound or in violation of any material order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign. (h) The financial information contained in the Memorandum presents fairly the financial condition of the Issuer as of the date and shall not be waivedfor the periods indicated.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to the Collateral Manager that: (a) the Issuer (i) This has been duly incorporated and registered as an exempted company and is validly existing under the laws of the Cayman Islands, (ii) has full power and authority to own the Issuer’s assets and the securities proposed to be owned by the Issuer and included among the Assets and to transact the business for which the Issuer was organized, and (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture creates would require such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture; the Issuer has full power and authority to execute, deliver and perform the Issuer’s obligations hereunder and thereunder; this Agreement and the Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and continuing security interest binding agreements enforceable against the Issuer in accordance with their terms except that the enforceability thereof may be subject to (as defined a) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in the applicable Uniform Commercial Code effect relating to creditors’ rights and (the “UCC”b) general principles of equity (regardless of whether such enforcement is considered in the Mortgage Notes a proceeding in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuerequity or at law); (b) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer of its duties hereunder or under the Indenture, except those that may be required under state securities or “blue sky” laws or the applicable laws of any jurisdiction outside of the United States, and such as have been duly made or obtained; (c) neither the execution, delivery and performance of this Agreement or the Indenture nor the performance by the Issuer of its duties hereunder or under the Indenture (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or any material contract or agreement to which the Issuer is a party or by which it or its assets may be bound, or any law, decree, order, rule, or regulation applicable to the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the property of the Issuer and (ii) The Mortgage Notes would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture; (d) the Issuer and its Affiliates are not in violation of any federal, state or Cayman Islands laws or regulations, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Issuer threatened that, in any case, would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture; (e) the Issuer is not an “investment company” under the Investment Company Act; and (f) the assets of the Issuer do not and will not at any time constitute “instruments” the assets of any plan subject to the fiduciary responsibility provisions of ERISA or of any plan within the meaning of the applicable UCC; (iiiSection 4975(e)(1) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeCode. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”)) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to, and agrees with the Placement Agent that:, as of the date hereof and as of the Closing Date (as defined in Section 4 hereof): (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor Each of the Indenture TrusteeCommon Share PPM and the PPM (which, which security interest is prior for purposes of this sentence shall be deemed to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning include additional materials provided to prospective investors by or on behalf of the applicable UCC; Issuer where such materials: (iiia) The Issuer owns have been reviewed and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required approved by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been Investment Manager or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The were provided by the Investment Manager to the Issuer, the Placement Agent or to prospective investors) as of the date thereof does not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 3.22 1(i) do not apply to statements or omissions in the Final Common Share PPM or the Final PPM based upon information furnished in writing by the Placement Agent regarding the Placement Agent expressly for use therein. Such information provided by the Placement Agent for the Final Common Share PPM and the Final PPM shall survive be referred to herein as the "PLACEMENT AGENT'S INFORMATION." (ii) The Issuer has been duly organized, is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the power and authority to own its assets, to conduct its business as described in the Final PPM and to execute, deliver and perform its obligations under this Agreement, the Operating Agreement, the Common Share Placement Agreement, the Custodial Agreement, the Special Custody and Pledge Agreement, the Investment Management Agreement, the Pledge and Intercreditor Agreement, the Indenture, the Fee Letter (as defined below), any subscription or purchase agreements relating to the Preferred Shares between the Issuer and the purchasers named therein; including the Preferred Share Purchase Agreement and any purchase agreements relating to the Notes between the Issuer and the purchasers named therein; including the Note Purchase Agreement (collectively, the "RELATED Agreements"), except to the extent that the failure to be in good standing would not have a material adverse effect on the Issuer. (iii) Each of this Agreement, the Operating Agreement and the Related Agreements does not violate in any material respect any of the applicable provisions of the Investment Company Act or the Advisers Act. (iv) On the Closing Date Date, the anticipated capital structure of the Issuer is substantially as set forth in the Final PPM and shall the Preferred Shares and the Notes conform in all material respects to their descriptions in the Final PPM and, when issued and paid for pursuant to the terms of their respective purchase agreements, the Preferred Shares and the Notes will be fully paid and non-assessable, and the issuance of such Preferred Shares and Notes will not be waivedsubject to any preemptive or similar right. On the Closing Date, the Preferred Shares and the Notes will have been duly authorized by the Issuer and each of the Related Agreements will have been duly authorized by the Issuer and, when executed and delivered by the Issuer and the other parties thereto, will constitute a valid and legally binding agreement of the Issuer enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, and except as rights to indemnity thereunder may be limited by federal or state securities laws. (v) The execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, each of the Related Agreements does not and will not contravene any provision of applicable law or the Organizational Documents or any agreement or other instrument binding upon the Issuer that is material to the Issuer, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Issuer of its obligations relating to the Preferred Shares or the Notes or under any of the Related Agreements, except such as may be required under foreign or state securities or Blue Sky laws in any jurisdiction in connection with the sale of the Preferred Shares and the Notes, the Exemptive Order (as defined below) and such other approvals as have been obtained and are in full force and effect. (vi) The Issuer owns, possesses or has obtained all necessary consents, licenses, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, whether foreign or domestic, required for the execution, delivery or performance by the Issuer of this Agreement and to own and use its assets and to conduct its business in the manner described in the Final PPM, except for the Exemptive Order. (vii) There are no legal or governmental proceedings pending or, to the Issuer's knowledge after due inquiry, threatened to which the Issuer is a party or to which any of the assets of the Issuer is subject. (viii) Assuming that the representations, warranties and covenants made by the Placement Agent in this Agreement are true and correct and have been and will be complied with, that the representations, warranties and covenants made or deemed to be made by holders of the Preferred Shares and the Notes in the respective purchase agreements relating to such Preferred Shares and the Notes are true and correct and have been and will be complied with and that the Preferred Shares and the Notes are offered and sold by the Placement Agent in accordance with the Final PPM, no registration of the Preferred Shares and the Notes under the Securities Act is required for the offer, sale and delivery of the Preferred Shares and the Notes. (ix) The Issuer has not taken, directly or indirectly, any action prohibited by Rule 102 of Regulation M under the U.S. Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). (x) Neither the Issuer nor any of its affiliates as defined in Rule 501(b) of Regulation D under the Securities Act (each, an "AFFILIATE") has directly, or through any agent, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the Securities or (b) engaged in any form of general solicitation or general advertising in connection with the offering of Securities (as those terms are used in Regulation D under the Securities Act) or sold, offered for sale or solicited offers to buy Securities in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (xi) The Final PPM complies in all material respects with the applicable requirements of Regulation D under the Securities Act. (xii) Based on the procedures set forth in the Organizational Documents, the Issuer has a reasonable belief that initial sales and subsequent transfers of the Preferred Shares and the Notes will be limited to persons who are Qualified Investors. (xiii) The Issuer intends to elect and to qualify for the special tax treatment afforded to registered investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the "CODE"). (xiv) On the Closing Date, the Issuer will have complied and will continue to comply in all material respects with all applicable statutes, rules, regulations and orders, enforced or promulgated by the SEC. (xv) There is no action, suit or proceeding before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, foreign or domestic, now pending, or to the knowledge of the Issuer, threatened against or affecting the Issuer, which might result in any material adverse change in the condition, financial or otherwise, business affairs or business prospects of the Issuer or might materially adversely affect the properties or assets of the Issuer. (xvi) When filed and at any time thereafter, the Notification and the Registration Statement will not contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (xvii) Except for that certain exemptive relief requested from the SEC by application, by the Issuer, the Investment Manager and JGD Management Corp. ("JGD") under Section 17(d) of the Investment Company Act (the "Exemptive Order"), no other consent, approval, exemptive order, authorization or order of any court, governmental agency or body or securities exchange or association, whether foreign or domestic, is required for the consummation of the transactions contemplated in, or the performance by the Issuer of its obligations under, this Agreement, the Operating Agreement or the Related Agreements, except such as (a) have been obtained under the Securities Act, the Investment Company Act, or the Advisers Act, and (b) may be required under foreign or state securities or Blue Sky laws, in connection with the placement of the Preferred Shares and the Notes by the Placement Agent pursuant to this Agreement. (xviii) The Issuer represents that it has policies, procedures and internal controls in place that are reasonably designed to comply with all anti-money laundering laws and regulations applicable to it, including applicable provisions of the USA PATRIOT Act of 2001 and the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the each applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute either “instruments” or “general intangibles” within the meaning of the each applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes Loans to the pledge of the Mortgage Notes Loans hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer Sale and Servicing Agreement; (vi) The Issuer has received a written acknowledgement the Initial Certification from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes Loans solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of of, and is not aware of of, any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and; (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; and (ix) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (b) The representations and warranties set forth in this Section 3.22 3.18 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect The Issuer hereby makes the following representations and warranties on which the Indenture Trustee and the Noteholders may rely; provided such representations and warranties speak as of the execution and delivery of this Indenture, but shall survive the Grant of the Collateral to the Mortgage Notes, the Issuer represents and warrants thatIndenture Trustee pursuant to this Indenture: (ia) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer;. (iib) Onyx has certified to the Issuer that it has taken all steps necessary to perfect the Issuer's security interest against the Obligors in the property securing the Contracts. (c) The Mortgage Notes Contracts constitute “instruments” "tangible chattel paper" within the meaning of the applicable UCC;. (iiid) The Issuer owns and has good and marketable title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person;. (ive) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been caused or will be delivered have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest Granted in the Collateral to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement;hereunder. (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (viif) Other than the security interest granted Granted to the Indenture Trustee pursuant to the Granting Clause of this Indenture, the Issuer has not pledged, assigned, sold, granted Granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement (i) relating to the security interest granted Granted to the Indenture Trustee hereunder or (ii) that has been been, or will be within five days of the Closing Date, terminated. THE ISSUER IS NOT AWARE OF ANY JUDGMENTS OR TAX FILINGS AGAINST THE ISSUER. (g) The Issuer is not aware has authorized Onyx, in its capacity as Custodian under the Sale and Servicing Agreement, to maintain possession of any judgment or tax lien filings against the Issuer; and (viii) None all original copies of the Mortgage Notes Contracts that constitute or evidence the Collateral and Onyx has certified to the Issuer that the Contracts that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth . All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: "A purchase of or security interest in any collateral described in this Section 3.22 shall survive financing statement will violate the Closing Date and shall not be waivedrights of the Indenture Trustee." THE INDENTURE TRUSTEE HEREBY ACKNOWLEDGES AND AGREES THAT IT SHALL NOT WAIVE ANY OF THE FOREGOING REPRESENTATIONS OR WARRANTIES.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to the Collateral Manager that: (a) the Issuer (i) This has been duly incorporated as an exempted company and is validly existing under the laws of the Cayman Islands; (ii) has full power and authority to own the Issuer’s assets and the securities proposed to be owned by the Issuer and included among the Collateral and to transact the business for which the Issuer was incorporated; (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture creates a valid and continuing security interest (as defined would require such qualification, except for failures to be so qualified that would not in the applicable Uniform Commercial Code (aggregate have a material adverse effect on the “UCC”) in the Mortgage Notes in favor business, operations, assets or financial condition of the Indenture TrusteeIssuer or the ability of the Issuer to perform its obligations under, which security interest is prior or on the validity or enforceability of, this Agreement and the Indenture; and (iv) has full power and authority to all other liensexecute, deliver and is enforceable as such against creditors of and purchasers from perform the Issuer’s obligations hereunder and thereunder; (b) this Agreement and the Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding agreements enforceable against the Issuer in accordance with their terms except that the enforceability thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) The Mortgage Notes constitute “instruments” within the meaning general principles of the applicable UCCequity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (iiic) The no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer owns and has good title to of its duties hereunder or under the Mortgage Notes free and clear Indenture, except those that may be required under state securities or “blue sky” laws or the applicable laws of any lienjurisdiction outside of the United States, claim and such as have been duly made or encumbrance of any Personobtained; (ivd) The Issuer has received all consents neither the execution, delivery and approvals required performance of this Agreement or the Indenture nor the performance by the terms Issuer of its duties hereunder or under the Indenture (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or any material contract or agreement to which the Issuer is a party or by which it or its assets may be bound, or any law, decree, order, rule, or regulation applicable to the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the Mortgage Notes to the pledge property of the Mortgage Notes hereunder Issuer and (ii) would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture TrusteeIndenture; (ve) All original executed copies the Issuer and its Affiliates are not in violation of each Mortgage Note have been any federal, state or will be delivered Cayman Islands laws or regulations, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the Indenture Trustee (best knowledge of the Issuer, threatened that, in any case, would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or its custodian), as set forth in the Transfer and Servicing AgreementIndenture; (vif) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against an “investment company” under the Issuer1940 Act; and (viiig) None the assets of the Mortgage Notes has Issuer do not and will not at any marks time constitute the assets of any plan subject to the fiduciary responsibility provisions of ERISA or notations indicating that they have been pledged, assigned or otherwise conveyed of any plan subject to any Person other than Section 4975 of the Indenture TrusteeCode. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to the Marketing Agent as of the date hereof, as of each Commencement Date, as of each Time of Sale of any of the Notes and as of the time of delivery of any Notes and agrees with the Marketing Agent that: (ia) This Indenture creates a valid and continuing security interest A Registration Statement on Form S-3 (File No. 333-130051) relating to the Notes has been filed with the Commission under the Securities Act; such Registration Statement is an “automatic shelf registration statement” as defined in under Rule 405 of the applicable Uniform Commercial Code Securities Act that has been filed with the Securities and Exchange Commission (the “UCCCommission”) under the Act not earlier than three years prior to the date hereof and has become effective and no order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Issuer or any offering under the Registration Statement has been initiated or threatened by the Commission. Such registration statement, as amended, including the documents incorporated therein by reference is hereinafter referred to as the “Registration Statement” and the prospectus included in the Mortgage Notes in favor of the Indenture TrusteeRegistration Statement, which security interest is prior to all other liens, as supplemented by a prospectus supplement and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim one or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by more product supplements and/or pricing supplements setting forth the terms of the Mortgage Notes Notes, including all material incorporated by reference therein, in the form in which such prospectus, prospectus supplement and product supplement(s) and/or final pricing supplement have most recently been filed, or transmitted for filing, with the Commission pursuant to the pledge paragraph (b) of Rule 424 of the Mortgage Notes hereunder rules and regulations adopted by the Commission thereunder, is hereinafter referred to as the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee“Prospectus”. (b) The representations On the date it most recently became effective under the Securities Act, the Registration Statement conformed and warranties set forth the Prospectus conforms in this Section 3.22 shall survive all respects to the Closing requirements of the Securities Act, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and the rules and regulations adopted by the Commission under the Securities Act and the Trust Indenture Act (the “Rules and Regulations”) and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on each Commencement Date and shall as of each Time of Sale, the Registration Statement and the Prospectus will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be waivedstated therein or necessary to make the statements therein not misleading, and at each of the times of amending or supplementing referred to in Section 5.1(d) hereof, the Registration Statement and the Prospectus as then amended or supplemented will conform in all respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that no representation is made with respect to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Marketing Agent furnished to the Issuer in writing by the Marketing Agent expressly for use therein. (c) The Time of Sale Information at each Time of Sale and at each Commencement Date will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Issuer makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Marketing Agent furnished to the Issuer in writing by the Marketing Agent expressly for use in such Time of Sale Information.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer hereby represents and warrants to the Borrower, as of the Closing Date, that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iiia) The Issuer owns is a public body corporate and has good title politic, and a public instrumentality organized and existing under the laws of the State and pursuant to the Mortgage Notes free Act has the power to (1) enter into this Senior Loan Agreement and clear of any lienthe Indenture, claim or encumbrance of any Person; (iv2) The Issuer has received all consents and approvals required by assign its rights (other than the Reserved Rights) under this Senior Loan Agreement to the Trustee in accordance with the terms of the Mortgage Notes Indenture, (3) issue the Series 2020 Bonds, a portion of the proceeds to be used to finance Project Costs, (4) lend the proceeds of the issuance of the Taxable Series 2020B Bonds under the terms of this Senior Loan Agreement to the pledge Borrower for the use of the Mortgage Notes hereunder proceeds in accordance with Section 3.03 hereof, and (5) carry out its other obligations in connection therewith pursuant to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing this Senior Loan Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) Pursuant to the Bond Resolution, the Issuer has duly authorized the execution and delivery of the Indenture, this Senior Loan Agreement, and the consummation of the transactions contemplated therein and herein, including without limitation, the assignment of its rights (other than the Reserved Rights) under this Senior Loan Agreement to the Trustee in accordance with the terms of the Indenture, the performance of its obligations hereunder and thereunder, the issuance of the Taxable Series 2020B Bonds, the loan of the proceeds of the Taxable Series 2020B Bonds to the Borrower for the use of the proceeds in accordance with Section 3.03 hereof and, simultaneously with the execution and delivery of this Senior Loan Agreement, has duly executed and delivered the Indenture. The Bond Resolution has not been repealed, revoked, rescinded or amended and is in full force and effect. (c) No further approval, consent or withholding of objection on the part of any regulatory body, federal, state or local, is required in connection with (1) the issuance and delivery of the Series 2020 Bonds by the Issuer, (2) the execution or delivery of or compliance by the Issuer with the terms and conditions of this Senior Loan Agreement, the Indenture or the Series 2020 Bonds, or (3) the assignment and pledge by the Issuer pursuant to the Indenture of its rights under this Senior Loan Agreement (except the Reserved Rights) and the payments thereon by the Borrower, as security for payment of the principal of, premium, if any, and interest on the Series 2020 Bonds. The consummation by the Issuer of the transactions set forth in the manner and under the terms and conditions as provided in this Senior Loan Agreement, the Indenture and the Series 2020 Bonds will comply with all applicable laws. Notwithstanding the preceding sentences, no representation is expressed as to any action required under federal or state securities or Blue Sky Laws in connection with the sale or distribution of the Series 2020 Bonds. (d) The Issuer is not in breach of or default under this Senior Loan Agreement or the Series 2020 Bonds or in violation of any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject, in each case which breach, default or violation would have a material adverse effect on the authorization, issuance, sale or delivery of the Series 2020 Bonds or the authorization, execution, delivery and performance of this Senior Loan Agreement, the Indenture or the Series 2020 Bonds and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a breach, default or violation. The execution, delivery and performance of its obligations under the Indenture, this Senior Loan Agreement and the Series 2020 Bonds, and the assignment of its rights (other than the Reserved Rights) under this Senior Loan Agreement do not and will not conflict with or result in a violation or a breach of any law or the terms, conditions or provisions of any restriction under any law, contract, agreement or instrument to which the Issuer is now a party or by which the Issuer is bound, or constitute a default under any of the foregoing. (e) Except as may be described in the Limited Offering Memorandum, as the same may be amended and supplemented, there is no action, suit, proceeding or litigation pending against the Issuer or, to the knowledge of its members, officers or counsel, threatened, seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series 2020 Bonds, or in any way contesting or affecting the validity of the Series 2020 Bonds or any proceedings of the Issuer taken with respect to the issuance or sale thereof, or the pledge or application of any monies or security provided for the payment of the Series 2020 Bonds, the use of the Series 2020 Bond proceeds or the existence or powers of the Issuer or its officers or members. (f) Each of this Senior Loan Agreement and the Indenture constitutes the valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with the terms thereof, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws or judicial action affecting the enforcement of creditors’ rights generally and the application of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) subject to the valid exercise of the constitutional powers of the State and the United States of America. The execution and delivery of this Senior Loan Agreement and the Indenture, the performance by the Issuer of its obligations hereunder and thereunder and the consummation of the transactions herein and therein contemplated do not and will not materially conflict with, or constitute a material breach or result in a material violation of the Act or bylaws of the Issuer, any agreement or other instrument to which the Issuer is a party or by which it is bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over the Issuer or its property. (g) The Issuer hereby acknowledges that the Project Accounts are the property of the Borrower and not the Issuer and that the Borrower has represented to the Issuer in Section 2.02(k) below that the Borrower has granted a security interest in the Project Accounts to the Collateral Agent pursuant to the terms of the Security Agreement. (h) Notwithstanding anything herein to the contrary, any obligation the Issuer may incur hereunder in connection with the issuance of the Series 2020 Bonds shall not be deemed to constitute a general obligation of the Issuer, but, as to the Issuer, shall be payable solely from the payments received hereunder and from the Trust Estate as provided in the Indenture. The Issuer has no taxing power. The representations and warranties included in this Section 2.01 are made subject to the limitations set forth in this Section 3.22 shall survive the Closing Date and shall not be waived3.05 hereof.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the 9.1 The Issuer represents and warrants to the Agent that: (a) the Issuer is a valid and subsisting corporation duly incorporated and in good standing under the laws of the jurisdiction in which it is incorporated, continued or amalgamated, as the case may be; (b) the Issuer is duly registered or licenced to carry on business in each jurisdiction in which it carries on business or owns property; (c) the authorized and issued capital of the Issuer is as disclosed in the Prospectus and the issued Common Shares of the Issuer are validly issued, fully paid and non- assessable; (d) except as disclosed in the Prospectus, there are no outstanding options, agreements or rights of any kind whatsoever to acquire Common Shares or any other securities of the Issuer; (e) except as qualified by the Prospectus, the Issuer is the beneficial owner of the properties, business and assets or the interests in the properties, business or assets referred to in the Prospectus, free of any mortgage, charge, lien or other encumbrance; all agreements by which the Issuer holds an interest in a material property, business or asset are in good standing according to their terms, and such properties are in good standing under the applicable laws of the jurisdictions in which they are situated; (f) the Prospectus contains full, true and plain disclosure of all Material Facts relating to the Issuer, its business and securities, and contains no “misrepresentations”, within the meaning of the Acts; (g) the financial statements of the Issuer which form part of the Prospectus accurately reflect the financial position of the Issuer at the date of the financial statements and there have been no adverse material changes in the financial position of the Issuer since that date, except as fully and plainly disclosed in the Prospectus; (h) the Issuer has complied and will comply fully with the requirements of all applicable corporate and securities laws, including, without limitation, the Acts and the Canada Business Corporations Act in relation to the issue and trading of its securities and all matters relating to the Offering; (i) the issue and sale of the Securities by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer’s incorporating documents or any agreement or instrument to which the Issuer is a party; (j) upon their issuance, the Agent’s Shares that may be issued upon the due exercise (including payment of the exercise price per Common Share) of the Compensation Options will be validly issued as fully paid and non-assessable common shares of the Issuer; (k) the Issuer is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened; (l) except as disclosed in the Prospectus: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor none of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors directors or officers of and purchasers from the Issuer;, is indebted or under obligation to the Issuer, on any account whatsoever; and (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledgedguaranteed or agreed to guarantee any debt, assignedliability or other obligation of any kind whatsoever of any person, soldfirm or corporation of any kind whatsoever; (m) all tax returns, granted a security interest inreports, or otherwise conveyed any elections, remittances and payments of the Mortgage Notes. The Issuer, required by law to have been filed or made, have been filed or made and are substantially true, complete and correct and all taxes of the Issuer, have been paid or accrued and are reflected in the financial statements which form part of the Prospectus; (n) the Issuer has made adequate provision for taxes payable for the current period for which tax returns are not authorized yet required to be filed and the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment contingent tax liability affecting the Issuer; (o) the Issuer has not: (i) made any election under section 85 of the Tax Act with respect to the acquisition or tax lien filings disposition of any property; or (ii) acquired any property from a person with whom it was not dealing at arm’s length for proceeds greater than the fair market value thereof, or disposed of any property to any such person for proceeds less than the fair market value thereof; (p) there is not presently, and will not be until the completion of the Offering, any Material Change or change in any Material Fact relating to the Issuer which has not been or will not be fully disclosed to the Agent; (q) any and all operations of the Issuer have been conducted in accordance with good industry practices and in material compliance with applicable laws, rules, regulations, orders and directions of government and other competent authority; (r) the Issuer holds all material licenses and permits that are required for carrying on its business in the manner in which such business has been carried on and each of the foregoing is in full force and effect; (s) the Issuer: (i) is in material compliance with any and all applicable foreign, federal, provincial, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (the “Environmental Laws”); (ii) has received all material permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business; and (iii) is in material compliance with all terms and conditions of any such permit, licences or approval; (t) the minute books of the Issuer as provided or made available to the Agent or its legal counsel are true and correct in all material respects and contain all the resolutions of its respective directors and shareholders; (u) other than the Agent, no person, firm or corporation acting or purporting to act at the request of the Issuer is entitled to any brokerage, agency or finder’s fee in connection with the transactions described herein; (v) there are no judgments against the Issuer which are unsatisfied, nor is the Issuer subject to any consent decrees or injunctions; (w) Alliance Trust Company has been duly appointed as the registrar and transfer agent of the Common Shares; (x) this Agreement has been authorized by all necessary corporate action on the part of the Issuer; and (viiiy) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive section are true and correct and will remain so at all times up to and including the Closing Date and shall not be waivedTime.

Representations and Warranties of the Issuer. The Issuer represents (a) With respect as of the Effective Date and as of each date on which a Loan is made by a Class A Noteholder pursuant to the Mortgage NotesSupplement, unless otherwise indicated) and warrants to, and agrees with, the Issuer represents and warrants Class A Note Purchaser that: (i) This Indenture creates The Issuer is a valid limited liability company duly organized, validly existing and continuing security interest (as defined in good standing under the laws of the State of Delaware, with its chief executive office located at 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000, and has the power to own its assets and to engage in the applicable Uniform Commercial Code (activities in which it is presently engaged and is duly qualified and in good standing under the “UCC”) in laws of each jurisdiction where its ownership of property or the Mortgage Notes in favor 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 Indenture Trustee, 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 security interest it is prior to all a party. One hundred percent of the beneficial ownership of the Issuer is owned by Xxxxxx Lease Finance Corporation (“WLFC”). The Issuer has no subsidiaries other liens, and is enforceable as such against creditors of and purchasers from the Issuerthan WLFC Funding (Ireland) Limited; (ii) The Mortgage Notes constitute 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 “instruments” within Issuer Documents”); the meaning execution, delivery, and performance of the applicable UCCIssuer 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 with its terms, except that such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) The consummation of the transactions contemplated by the Issuer owns Documents and has good title the fulfillment of the terms therein will not conflict with or result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Issuer, or any indenture, agreement, mortgage, deed of trust, commitment letter or funding arrangement with any lending institution or investment bank or other instrument to which the Mortgage Notes free and clear Issuer is a party or by which it is bound, or result in the creation or imposition of any lien, claim or encumbrance upon any of any Person; (iv) The Issuer has received all consents and approvals required by its properties pursuant to the terms of the Mortgage Notes to the pledge such indenture, agreement, mortgage, deed of the Mortgage Notes hereunder trust, commitment letter or funding arrangement with any lending institution or investment bank or other such instrument, other than as created pursuant to the Indenture Trusteeand the Supplement, or violate any law or, any order, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or any of its properties and there are no legal or governmental proceedings pending or, to the best knowledge of the Issuer, threatened or contemplated that would result in a material modification or revocation thereof; (v) There are 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 A Note or and the Class B Notes or the other Issuer Documents, (B) seeking to prevent the issuance of the Class A 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 A Note or and the Class B Notes or the other Issuer Documents; (vi) All original executed copies approvals, authorizations, consents, orders or other actions of each Mortgage 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 A Note and the Class B Notes pursuant to this Agreement, have been or will be delivered taken or obtained on or prior to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture TrusteeEffective Date; (vii) Other than the security interest granted No written materials delivered to the Indenture Trustee pursuant Class A Note Purchaser by or on behalf of the Issuer in connection with the sale of the Class A Note contain any untrue statement of a material fact or omit a material fact necessary to this Indenturemake 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 pledgeddisclosed to the Purchaser’s Agent in writing which materially adversely affects or, assignedso far as the Issuer can now reasonably foresee, soldwill materially adversely affect the ability of the Issuer to perform the transactions contemplated hereby and by the other Related Documents; (viii) The List of Engines to be created as of the Closing Date and each supplement thereto will be 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 Class A Note Purchaser shall be entitled to rely on such representations and warranties; (x) Any taxes, granted 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 A Note and the Class B Notes, have been paid; (xi) To the extent the Exchange Act may be deemed to apply to the Class A Note and the Class B Notes and the Loans, none of the transactions contemplated in the Issuer Documents (including, without limitation thereof; the use of the proceeds from the sale of the Class A Note) will violate or result in a security interest inviolation of Section 7 of the Exchange Act, or otherwise conveyed any regulations issued pursuant thereto; (xii) Concurrently with the execution and delivery of this Agreement, the Issuer is executing no other note purchase agreement with respect to the Class A Note; (xiii) The Issuer is not an “investment company” within the meaning of the Mortgage Notes. Investment Company Act of 1940, as amended; (xiv) For so long as the Series 2002-1 Class A and Class B Notes are the only Notes outstanding under the Indenture, each of the Indenture and the Supplement need not be qualified as an “indenture” pursuant to the terms of the Trust Indenture Act of 1939, as amended; (xv) The Issuer has not authorized taken and will not take, directly or indirectly, any action, prohibited by Rules 101 and 102 under Regulation M of the filing Securities and Exchange Commission in connection with the offering of the Class A Note and the Class B Notes; (xvi) To the extent that the Securities Act may be deemed to apply to the Class A Note and the Class B Notes and the Loans, neither the Issuer nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) of the Issuer has directly, or through any agent, including, without limitation, the Purchaser’s Agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of; any security (as defined in the Securities Act) which is or will be integrated with the sale of the Class A Note and the Class B Notes in a manner that would render the issuance and sale of the Class A Note or the Class B Notes a violation of the Securities Act or require the registration of the Class A Note or the Class B Notes under the Securities Act or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Class A Note and the Class B Notes; (xvii) To the extent that the Securities Act may be deemed to apply to the Class A Note and the Class B Notes and the Loans, it is not necessary in connection with the offer, sale and delivery of the Class A Note in the manner contemplated by this Agreement or the Class B Notes in the manner contemplated by the Class B Note Purchase Agreement to register the Class A Note or the Class B Notes under the Securities Act assuming that the Class A Note Purchaser is an “accredited investor” as defined in Regulation D under the Securities Act; (xviii) No event has occurred and is not aware continuing that constitutes, or with the passage of any financing statements against time or the Issuer that include a description giving of notice or both would constitute, an Early Amortization Event under, and as defined in, the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminatedIndenture. The Issuer is not aware in violation of any judgment agreement, charter instrument, bylaw or tax lien filings against the Issuer; andother instrument to which they are a party or by which they are or may be bound; (viiixix) None 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 A Note and the Class B Notes, as such payments become due and payable, in accordance with the Indenture; (xx) The Issuer agrees that it will not directly or indirectly, sell or offer to sell the Class A Note or the Class B Notes or similar security in a manner that would render the issuance and sale of the Mortgage Class A Note or the Class B Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed pursuant to any Person other than this Agreement a violation of Section 5 of the Indenture TrusteeSecurities Act. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”)) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) With respect to the Swap Agreements, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”)) in the rights of the Issuer under the Swap Agreements in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The rights of the Issuer under the Swap Agreements constitute “general intangibles” within the meaning of the applicable UCC; (iii) The Issuer owns and has good and marketable title to its rights under the Swap Agreements and the rights of the Issuer under the Swap Agreements are not subject to any lien, claim or encumbrance of any Person other than the Indenture Trustee; (iv) The Issuer has received all consents and approvals required by the terms of the Swap Agreements to the pledge of its rights under the Swap Agreements hereunder to the Indenture Trustee; All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (v) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of its rights under the Swap Agreements. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Swap Agreements other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (vi) The Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate UCC financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the rights of the Issuer under the Swap Agreements granted to the Indenture Trustee hereunder. (c) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer Sale and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the each applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “either "instruments” " or "general intangibles" within the meaning of the each applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes Loans to the pledge of the Mortgage Notes Loans hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer Sale and Servicing Agreement; (vi) The Issuer has received a written acknowledgement acknowledgment from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes Loans solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of of, and is not aware of of, any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and; (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; and (ix) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (b) The representations and warranties set forth in this Section 3.22 3.18 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to, and agrees with the Placement Agent that:, as of the date hereof and as of the Closing Date (as defined in Section 4 hereof): (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor Each of the Indenture TrusteeCommon Share PPM and the Preferred Share PPM (which, which security interest is prior for purposes of this sentence shall be deemed to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning include additional materials provided to prospective investors by or on behalf of the applicable UCC; Issuer where such materials: (iiia) The Issuer owns have been reviewed and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required approved by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been Investment Manager or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The were provided by the Investment Manager to the Issuer, the Placement Agent or to prospective investors) as of the date thereof does not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 3.22 1(i) do not apply to statements or omissions in the Final Common Share PPM or the Final Preferred Share PPM based upon information furnished to the Issuer or the Investment Manager in writing by the Placement Agent expressly for use therein, including information relating to the Placement Agent. In addition, to the extent that such information includes calculations made by the Placement Agent, the Placement Agent represents that when made such calculations were accurate in all material respects. Such information provided by the Placement Agent for the Final Common Share PPM shall survive be referred to herein as the "Placement Agent's Information". (ii) The Issuer has been duly organized, is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the power and authority to own its assets, to conduct its business as described in the Final Common Share PPM and to execute, deliver and perform its obligations under this Agreement, the Custodial Agreement, the Investment Management Agreement, the Co-Investment Management Agreement, the Pledge and Intercreditor Agreement, the Insurance Agreement, the Credit Agreement and any subscription or purchase agreements relating to the Common Shares between the Issuer and the purchasers named therein (collectively, the "Related Agreements"), except to the extent that the failure to be in good standing would not have a material adverse effect on the Issuer. (iii) Each of this Agreement and the Related Agreements does not violate in any material respect any of the applicable provisions of the Investment Company Act or the Advisers Act. (iv) On the Closing Date Date, the anticipated capital structure of the Issuer is substantially as set forth in the Final Common Share PPM and shall the Common Shares conform in all material respects to the description of them in the Final Common Share PPM and, when issued and paid for pursuant to the terms of the subscription agreement, the Common Shares will be fully paid and non-assessable, and the issuance of such Common Shares will not be waivedsubject to any preemptive or similar right. On the Closing Date, the Common Shares will have been duly authorized by the Issuer and each of the Related Agreements will have been duly authorized by the Issuer and, when executed and delivered by the Issuer and the other parties thereto, will constitute a valid and legally binding agreement of the Issuer enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, except as rights to indemnity thereunder may be limited by federal or state securities laws. (v) The execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, each of the Related Agreements does not and will not contravene any provision of applicable law or the Organizational Documents or any agreement or other instrument binding upon the Issuer that is material to the Issuer, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Issuer of its obligations relating to the Common Shares or under any of the Related Agreements, except such as may be required under foreign or state securities or Blue Sky laws in any jurisdiction in connection with the sale of the Common Shares and such other approvals as have been obtained and are in full force and effect. (vi) The Issuer owns, possesses or has obtained all necessary consents, licenses, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, whether foreign or domestic, required for the execution, delivery or performance by the Issuer of this Agreement and to own and use its assets and to conduct its business in the manner described in the Final Common Share PPM. (vii) There are no legal or governmental proceedings pending or, to the Issuer's best knowledge after due inquiry, threatened to which the Issuer is a party or to which any of the assets of the Issuer is subject. (viii) Assuming that the representations, warranties and covenants made by the Placement Agent in this Agreement are true and correct and have been and will be complied with, that the representations, warranties and covenants made or deemed to be made by holders of the Common Shares in the subscription agreements relating to such Common Shares are true and correct and have been and will be complied with and that the Common Shares are offered and sold by the Placement Agent in accordance with the Final Common Share PPM, no registration of the Common Shares under the Securities Act is required for the offer, sale and delivery of the Shares. (ix) The Issuer has not taken, directly or indirectly, any action prohibited by Rule 102 of Regulation M under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). (x) Neither the Issuer nor any of its affiliates as defined in Rule 501(b) of Regulation D under the Securities Act (each, an "Affiliate") has directly, or through any agent, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Shares in a manner that would require the registration under the Securities Act of the Shares or (b) engaged in any form of general solicitation or general advertising in connection with the offering of Shares (as those terms are used in Regulation D under the Securities Act) or sold, offered for sale or solicited offers to buy Shares in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (xi) The Final Common Share PPM complies in all material respects with the applicable requirements of Regulation D. (xii) Based on the procedures set forth in the Organizational Documents, the Issuer has a reasonable belief that initial sales and subsequent transfers of the Common Shares will be limited to persons who are Accredited Investors and Qualified Clients. (xiii) The Issuer intends to elect and to qualify for the special tax treatment afforded to registered investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). (xiv) On the Closing Date, the Issuer will have complied and will continue to comply in all material respects with all applicable statutes, rules, regulations and orders, enforced or promulgated by the SEC. (xv) There is no action, suit or proceeding before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, foreign or domestic, now pending, or to the knowledge of the Issuer, threatened against or affecting the Issuer, which might result in any material adverse change in the condition, financial or otherwise, business affairs or business prospects of the Issuer or might materially adversely affect the properties or assets of the Issuer. (xvi) When filed and at any time thereafter, the Notification and the Registration Statement will not contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents to Ambac that the representations and warrants that: (i) This Indenture creates a valid warranties made by the Issuer, on its own behalf and continuing security interest (as defined contained in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor Clause 3 of the Indenture Trustee, which security interest is prior to Subscription Agreement and in any other Finance Documents are true and correct in all other liens, and is enforceable as such against creditors of and purchasers from respects on the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteedate made. (b) The Issuer makes each of the representations and warranties set forth made by it under Clause 3 of the Subscription Agreement and in any other Finance Documents to Ambac on the date of this Section 3.22 shall survive Agreement and on the Closing Date and shall on any other date on which such representations and warranties are deemed to be repeated in the relevant Finance Document as if those representations and warranties were set out in this Agreement mutatis mutandis. (c) The Issuer represents to Ambac that, except for the Put Option described in Condition 13 of the Bonds, there are no put options, or any other rights in either case having substantially the same effect as the Put Option, in relation to any indebtedness of the Issuer, other than the obligations contained in each of (i) Condition 7 (Redemption at the Option of Bondholders) of the terms and conditions of Northern Electric Finance plc's £100,000,000 8.875 per cent. Guaranteed Bonds due 2020 and (ii) Condition 7 (Redemption at the Option of Bondholders) of the terms and conditions of Northern Electric Finance plc's £100,000,000 8.625 per cent. Guaranteed Bonds due 2005. (d) The Issuer represents to Ambac that there are no negative pledges, or any other restrictions over the granting of any Security Interest upon, or with respect to, any Relevant Indebtedness of the Issuer, other than the Existing Negative Pledge, the Negative Pledge described in Condition 4 of the Bonds, (at any time that the Issuer is a "Significant Subsidiary" as defined in the Indenture referred to below) the obligations contained in Section 1014 (Limitation on Liens) of the Indenture dated as of December 15, 1997 between, inter alios, CE Electric UK Funding Company and The Bank of New York as Trustee and relating to, inter alia, CE Electric UK Funding Company's US$237,000,000 6.995% Senior Notes due 2007, and the obligations contained in Condition 5 (Negative Pledge) of CE Electric UK Funding Company's £200,000,000 7.25% Guaranteed Bonds due 2022. (e) The Issuer represents to Ambac that since its incorporation it has not be waivedengaged in any activities other than the activities referred to in, or contemplated by, the Finance Documents and the Offering Circular. (f) The Issuer represents to Ambac that it is not a party to any agreement or transaction constituting a currency or interest rate swap, cap or collar arrangement, forward exchange transaction, option, warrant, forward rate agreement, futures contract or other derivative instrument of any kind for the hedging or management of foreign exchange or interest rate risks or any other inflation rate risks or similar derivative instruments.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to the Underwriter and the Company that: (ia) This Indenture creates The Issuer is a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor not-for-profit corporation of the Indenture TrusteeState of New York, which security interest is prior to all other liensa body politic and corporate, and is enforceable as such against creditors of vested with the rights and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title powers granted pursuant to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeAct. (b) The representations Issuer has the power (i) to enter into and warranties set forth perform its obligations under this Bond Purchase Agreement, the Indenture and the Loan Agreement (collectively, the “Issuer Documents”) and the transactions contemplated thereby, (ii) to secure the Bonds as provided in the Issuer Documents, and (iii) to loan a portion of the proceeds of the Bonds to the Company so that it may undertake the Project, which is authorized under the Act, such loan being in furtherance of the purposes for which the Issuer was organized. The Issuer has taken or will take all action required by the Act in connection therewith. (c) The Issuer has duly authorized the execution and delivery of the Issuer Documents and the Limited Offering Memorandum and has taken or will take all action necessary or appropriate to carry out the issuance, sale and delivery of the Bonds to the Underwriter. (d) To the knowledge of the Issuer, the Issuer is not in default in the payment of the principal of, premium, if any, or interest on any of its other indebtedness for borrowed money and is not in default under any instrument under or subject to which any indebtedness for borrowed money has been incurred that would adversely affect the Issuer’s power or authority to issue the Bonds, to execute and deliver the Issuer Documents and to perform the obligations thereunder, and no event has occurred and is continuing under the provisions of any such instrument that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder; provided, however, that this Section 3.22 shall survive representation does not include a default with respect to other financings in which the Issuer has acted as “conduit” issuer for other public or private entities not affiliated with the Company, wherein a default by such public or private entity would not have a material effect on the credit of the Issuer or of the Company. (e) The execution and delivery of the Issuer Documents and the performance by the Issuer of its obligations thereunder are within the corporate powers of the Issuer and will not conflict with or constitute a breach or result in a violation of (i) the Act or the Issuer’s bylaws, (ii) any federal or New York constitutional or statutory provision, (iii) any current order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over the Issuer or its property or (iv) to the best of its knowledge, any agreement or other instrument to which the Issuer is a party or by which it is bound. (f) The Issuer by resolution has approved the distribution of the Preliminary Limited Offering Memorandum and the distribution of the Limited Offering Memorandum in connection with the offer and sale of the Bonds. (g) All authorizations, consents, approvals, findings and certificates of governmental bodies or agencies required to be obtained by the Issuer in connection with (i) the execution and delivery by the Issuer of the Issuer Documents and the issuance of the Bonds, and (ii) the performance by the Issuer of its obligations under the Issuer Documents and the Bonds have been obtained and are in full force and effect; provided, however, that no representation is made with respect to (i) compliance with any applicable Blue Sky or securities laws of any state or (ii) consents, filings, approvals, etc., required in connection with the tax-exempt status of the interest on the Bonds. (h) There is no litigation, inquiry or investigation of any kind before or by any judicial court or governmental agency pending or, to the knowledge of the Issuer, threatened against the Issuer with respect to (i) its organization or existence, (ii) its authority to execute and deliver the Issuer Documents or the Bonds or perform its obligations thereunder, (iii) the validity or enforceability of the Bonds or any of the Issuer Documents, (iv) the title of the officers executing the Issuer Documents or the Bonds, or (v) any authority or proceedings relating to the Issuer of such officers to execute and deliver the Issuer Documents or the Bonds on behalf of the Issuer, and no such authority or proceedings have been repealed, revoked, rescinded or amended; provided, however, the foregoing does not include any litigation or administrative proceeding that may have been filed against, but not served on, the Issuer, and of which it has no knowledge. (i) As of the date of the Limited Offering Memorandum, as of the date of this Bond Purchase Agreement and as of the Closing Date Date, the information contained under the caption “THE ISSUER” relating to the Issuer and under the caption “LITIGATION – The Issuer”, relating to the Issuer, did not, does not and will not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Issuer approves of the use and distribution of the Limited Offering Memorandum by the Underwriter and the Remarketing Agent in connection with the initial sale and remarketing of the Bonds. (j) Any certificate signed by an authorized officer of the Issuer delivered to the Underwriter shall not be waiveddeemed a representation and warranty by the Issuer to the Underwriter as to the statements made therein (k) When authenticated by the Trustee and delivered to and paid for by the Underwriter in accordance with the terms of the Indenture and this Bond Purchase Agreement, the Bonds will (i) have been duly authorized, executed and issued, (ii) constitute legal, valid and binding limited obligations of the Issuer enforceable in accordance with their terms except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws and usual equity principles, and (iii) be secured by the Indenture.

Representations and Warranties of the Issuer. The Issuer hereby reaffirms all of its representations, warranties and covenants made in each of the other Transaction Documents and represents, warrants and covenants to the Indenture Trustee, the Noteholders and the Agent that as of the Closing Date and each Funding Date: (a) With respect The Issuer is duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware with full power and authority to execute and deliver this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party and to perform the terms and provisions hereof and thereof; the Issuer is duly qualified to do business as a foreign business entity in good standing, and has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Issuer, the Trust Estate, the Noteholders, the Agent or any Receivable; (b) All necessary action has been taken by the Issuer to authorize and empower the Issuer, and the Issuer has full power and authority to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party, and the Issuer has full power and is duly authorized to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party, and no consent or approval of any Person is required for the execution, delivery or performance by the Issuer of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party; (c) This Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party have been duly executed and delivered, and the execution and delivery of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party by the Issuer and its performance and compliance with the terms hereof and thereof will not violate the Certificate of Trust or the Issuer Trust Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, indenture, loan, credit agreement or any other agreement or instrument (including, without limitation, the Transaction Documents) to which the Issuer is a party or which may be applicable to the Mortgage NotesIssuer or any of its assets; (d) This Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party constitute valid, legal and binding obligations of the Issuer, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity; (e) The Issuer is not in violation of, and the execution, delivery and performance of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party by the Issuer will not constitute a violation with respect to, any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Issuer or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the Issuer’s knowledge, threatened against or contemplated by the Issuer which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Indenture, the Notes or any other Transaction Document; (g) Each of the representations and warranties of the Issuer set forth in the Sale and Servicing Agreement, the Issuer represents Trust Agreement and warrants that:each other Transaction Document to which it is a party is, as of the Closing Date, and will be, as of each Funding Date, true and correct in all material respects and each such representation and warranty is hereby incorporated in this Indenture as if set forth herein in full. (h) The Issuer has not incurred debt or engaged in activities not related to the transactions contemplated hereunder except as permitted by the Issuer Trust Agreement or Section 3.04 hereof. (i) This The Issuer is not insolvent and did not become insolvent as a result of the Grant pursuant to this Indenture; the Issuer is not engaged and is not about to engage in any business or transaction for which any property remaining with the Issuer is unreasonably small capital or for which the remaining assets of the Issuer are unreasonably small in relation to the business of the Issuer or the transaction; the Issuer does not intend to incur, and does not believe or reasonably should not have believed that it would incur, debts beyond its ability to pay as they become due; and the Issuer has not made a transfer or incurred an obligation and does not intend to make such a transfer or incur such an obligation with actual intent to hinder, delay or defraud any entity to which the Issuer was or became, on or after the date that such transfer was made or such obligation was incurred, indebted. (i) The transfer of the Receivables by the Contributor to the Depositor pursuant to the Contribution Agreement is a contribution for financial accounting purposes and federal income tax purposes, (ii) the transfer of the Receivables by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement is an absolute transfer for legal purposes, (iii) the Grant of the Receivables by the Issuer pursuant to the terms of this Indenture creates is a valid pledge for financial accounting purposes and continuing security interest federal income tax purposes, (iv) the Issuer is the owner of the Receivables for financial accounting purposes and federal income tax purposes, and (v) the Notes will be treated by the Issuer as defined indebtedness of the Depositor for federal income tax purposes. In this regard, the financial statements of the Contributor and its consolidated subsidiaries will show that the Receivables are owned by such consolidated group and the Notes as indebtedness of the consolidated group (and will contain footnotes describing the transfers to the Depositor and the Issuer and the pledge to the Indenture Trustee), and the federal tax returns of the Contributor and its consolidated subsidiaries will indicate that the Notes are indebtedness of such consolidated group. (k) As of the Initial Cutoff Date, the Aggregate Receivable Balance is $266,513,454.44. (l) The legal name of the Issuer is as set forth in this Indenture; the Issuer has no trade names, fictitious names, assumed names or “doing business as” names. (m) Upon the delivery to the Custodian of the Custodian Files and receipt from the Custodian of a Certification and the filing of the Perfection UCCs in accordance with applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of law, the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Noteholders, shall have a first priority perfected security interest in the Receivables and in the proceeds thereof, limited with respect to proceeds to the extent set forth in Section 9-315 of the UCC as in effect in the applicable jurisdiction. Other than with respect to the Financed Vehicles, all filings (including, without limitation, UCC filings) and other actions as are necessary in any jurisdiction to perfect the ownership, security interest, or other interest of the Indenture Trustee;Trustee in the related Trust Estate, including delivery of the Receivables and the Custodian Files to the Custodian, and the payment of any fees, have been made or, with respect to Termination Statements, will be made within two (2) Business Days of the Closing Date. (viin) Other than None of the absolute transfer of the Receivables and security interest granted in the Financed Vehicles by the Contributor to the Depositor pursuant to the Contribution Agreement, the absolute transfer of the Receivables and security interest in the Financed Vehicles by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement, or the Grant by the Issuer to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and Indenture is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating subject to the security interest granted to the Indenture Trustee hereunder bulk transfer or that has been terminated. any similar statutory provisions in effect in any applicable jurisdiction. (o) The Issuer is not aware of any judgment or tax lien filings against an “investment company” as such term is defined in the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee1940 Act. (bp) The representations principal place of business of the Issuer is located in the State of California and warranties set forth the chief executive office and the jurisdiction of organization of the Issuer are located in this Section 3.22 shall survive the Closing Date State of Delaware, and shall there are no other such locations. (q) All tax returns or extensions required to be filed by the Issuer in any jurisdiction (other than jurisdictions in which the failure to file would not have a material adverse effect on the Issuer, the Issuer’s ability to perform its obligations under the Transaction Documents, any Noteholder or any Receivable or any other part of the Trust Estate) have in fact been filed, and all taxes, assessments, fees and other governmental charges upon the Issuer, or upon any of the properties, income or franchises shown to be waiveddue and payable on such returns have been, or will be, paid or are being contested in good faith by appropriate proceedings with respect to which the Agent has received written notice. To the knowledge of the Issuer, all such tax returns are true and correct and the Issuer has no knowledge of any proposed additional tax assessment against it in any material amount nor of any basis therefor. (r) All information heretofore furnished by the Issuer for purposes of or in connection with any of the Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Issuer will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (s) Since March 31, 2005, no event has occurred that would have a material adverse effect on (i) the financial condition or operations of Issuer, (ii) the ability of Issuer to perform its obligations under the Transaction Documents, or (iii) the collectibility of the Receivables generally or any material portion of the Receivables. (t) The Issuer has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a material adverse effect on the Issuer, any Noteholder, any Receivable or other part of the Trust Estate.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to the Collateral Manager that: (a) the Issuer (i) This has been duly incorporated and registered as an exempted company and is validly existing under the laws of the Cayman Islands, (ii) has full power and authority to own the Issuer’s assets and the securities proposed to be owned by the Issuer and included among the Assets and to transact the business for which the Issuer was organized, and (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture creates would require such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture; the Issuer has full power and authority to execute, deliver and perform the Issuer’s obligations hereunder and thereunder; this Agreement and the Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and continuing security interest binding agreements enforceable against the Issuer in accordance with their terms except that the enforceability thereof may be subject to (as defined a) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in the applicable Uniform Commercial Code effect relating to creditors’ rights and (the “UCC”b) general principles of equity (regardless of whether such enforcement is considered in the Mortgage Notes a proceeding in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuerequity or at law); (b) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer of its duties hereunder or under the Indenture, except those that may be required under state securities or “blue sky” laws or the applicable laws of any jurisdiction outside of the United States, and such as have been duly made or obtained; (c) neither the execution, delivery and performance of this Agreement or the Indenture nor the performance by the Issuer of its duties hereunder or under the Indenture (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or any material contract or agreement to which the Issuer is a party or by which it or its assets may be bound, or any law, decree, order, rule, or regulation applicable to the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the property of the Issuer and (ii) The Mortgage Notes would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture; (d) the Issuer and its Affiliates are not in violation of any federal, state or Cayman Islands laws or regulations, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Issuer, threatened that, in any case, would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture; (e) the Issuer is not an “investment company” under the Investment Company Act; and (f) the assets of the Issuer do not and will not at any time constitute “instruments” the assets of any plan subject to the fiduciary responsibility provisions of ERISA or of any plan within the meaning of the applicable UCC; (iiiSection 4975(e)(1) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeCode. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect The Issuer hereby makes the following representations and warranties on which the Indenture Trustee and the Noteholders may rely; provided such representations and warranties speak as of the execution and delivery of this Indenture, but shall survive the Grant of the Collateral to the Mortgage Notes, the Issuer represents and warrants thatIndenture Trustee pursuant to this Indenture: (ia) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer;. (iib) Onyx has certified to the Issuer that it has taken or will take all steps necessary to perfect the Issuer’s security interest against the Obligors in the property securing the Contracts. (c) The Mortgage Notes Contracts constitute “tangible chattel paper”, “electronic chattel paper”, “accounts”, “instruments” or “general intangibles” within the meaning of the applicable UCC;. (iiid) The Issuer owns and has good and marketable title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person;. (ive) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been caused or will be delivered have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest Granted in the Collateral to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement;hereunder. (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (viif) Other than the security interest granted Granted to the Indenture Trustee pursuant to the Granting Clause of this Indenture, the Issuer has not pledged, assigned, sold, granted Granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement (i) relating to the security interest granted Granted to the Indenture Trustee hereunder or (ii) that has been been, or will be within five days of the Closing Date, terminated. The Issuer is not aware of any judgment material judgments or material tax lien filings against the Issuer; and. (viiig) None The Issuer has authorized Onyx, in its capacity as Custodian under the Sale and Servicing Agreement, to maintain possession of all original copies of the Mortgage Notes Contracts that constitute or evidence the Collateral and Onyx has certified to the Issuer that the Contracts that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth . All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: “A purchase of or security interest in any collateral described in this Section 3.22 shall survive financing statement will violate the Closing Date rights of the Indenture Trustee.” The Indenture Trustee hereby acknowledges and agrees that it shall not be waivedwaive any of the foregoing representations or warranties.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodianthe Custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodianthe Custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any current or terminated financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Notes, other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminatedhereunder. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 3.19 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodianthe Custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodianthe Custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any current or terminated financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Notes, other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminatedhereunder. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) With respect to the Contract Rights, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Issuer’s rights and benefits in the Transfer and Servicing Agreement, the Custodial Agreement, the Purchase Agreements and the Cap Agreement (collectively, the “Contract Rights“) in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (ii) The Contract Rights constitute “general intangibles” within the meaning of the applicable UCC; (iii) The Issuer owns and has good and marketable title to the Contract Rights free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Contract Rights to the pledge of the Contract Rights hereunder to the Indenture Trustee; (v) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdiction under the applicable law in order to perfect the security interest in the Contract Rights granted to the Indenture Trustee hereunder; (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Contract Rights. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Contract Rights other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filing against the Issuer. (c) The representations and warranties set forth in this Section 3.22 3.19 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage NotesThe Issuer represents, the Issuer represents warrants and warrants covenants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iiia) The Issuer owns is a charter city and municipal corporation, duly organized and validly existing under the laws of the State. Under the provisions of the Act, the Issuer has good title the power to enter into the transactions on its part contemplated by this Loan Agreement, the Indenture and the Regulatory Agreement (collectively, the “Issuer Documents”) and to carry out its obligations hereunder and thereunder. The financing of the Development constitutes and will constitute a permissible public purpose under the Act. By proper action, the Issuer has authorized the execution, delivery and due performance of its obligations under the Issuer Documents. (b) Neither the execution and delivery of the Bonds and the Issuer Documents, nor the Issuer’s compliance with the terms, conditions or provisions on the part of the Issuer in the Bonds and the Issuer Documents, to the Mortgage Notes free and clear knowledge of the Issuer without investigation, conflicts in any material respect with or results in a material breach of any lienof the terms, claim conditions or encumbrance provisions of any Person;constitution or statute of the State, or of any agreement, instrument, judgment, order or decree to which the Issuer is now a party or by which it is bound or constitutes a material default by the Issuer under any of the foregoing. (ivc) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), Except as set forth otherwise provided in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledgedcreated and will not create any debt, assigned, sold, granted a security interest in, lien or otherwise conveyed any charge upon the asset and monies explicitly pledged to the repayment of the Mortgage NotesBonds under the Indenture, and has not made and will not make any pledge or assignment of or create any encumbrance thereon, other than the pledge and assignment thereof under the Indenture. (d) The Issuer has complied and will comply with all material provisions of the Act to be complied with by the Issuer applicable to the Bonds and the transactions contemplated by this Loan Agreement and the other Issuer Documents. (e) The Bonds are being issued under the Indenture, and are secured by the Indenture, pursuant to which the Issuer’s interest in this Loan Agreement (other than its rights under Sections 2.3, 2.4, 5.1(d), 5.1(e), 6.7 and 7.4 hereof) is pledged and assigned to the Bondowner Representative. The Issuer covenants that it has not authorized pledged and will not pledge or assign its interest in this Loan Agreement other than to the filing Bondowner Representative under the Indenture. (f) No litigation or administrative action of any nature has been served on it and is not aware now pending (i) seeking to restrain or enjoin the execution and delivery of the Indenture, this Loan Agreement or the Regulatory Agreement, or in any manner questioning the proceedings or authority relating thereto or otherwise affecting the validity of the Bonds, or (ii) challenging the existence or authority of the Issuer or that of its present or former members or officers and, to the knowledge of the Issuer, none of the foregoing are threatened. (g) The Issuer makes no representation or warranty that the Development will be adequate or sufficient for the purposes of the Borrower. Nothing in this Agreement shall be construed as requiring the Authority to provide any financing statements against for the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person Development other than the Indenture Trusteeproceeds of the Bonds or to provide sufficient moneys for all of the costs of the Development. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage NotesThe Issuer, the Issuer by its execution of this Subscription Agreement, represents and warrants to the Purchaser, which representations and warranties shall be true and correct at the Closing and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated herein, that: (ia) This Indenture creates the Issuer is a corporation continued under the Business Corporations Act (Ontario); (b) the Issuer has taken, or prior to Closing will take, all necessary corporate action to authorize the execution, delivery and performance of this Subscription Agreement, including the issuance of the Securities, and upon execution of this Subscription Agreement on behalf of the Issuer, this Subscription Agreement shall be duly executed by and shall constitute a legal, valid and continuing security interest binding obligation of the Issuer, enforceable against the Issuer in accordance with the terms hereof; (as defined c) the execution and delivery of this Subscription Agreement and the consummation of the transaction provided for herein will not result in the applicable Uniform Commercial Code (violation of, or constitute a default under or conflict with the “UCC”) in the Mortgage Notes in favor articles, by-laws or resolutions of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (iid) The Mortgage Notes constitute “instruments” the Flow-Through Shares, when issued and delivered to the Purchaser, will be validly issued as fully paid and non-assessable common shares in the capital of the Issuer; (e) no order ceasing or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or its directors, officers or promoters and, to the best of the Issuer’s knowledge, no investigations or proceedings for such purposes are pending or threatened; (f) upon issue, the Flow-Through Shares will be "flow-through shares" as defined in subsection 66(15) of the Tax Act and the Proposed Amendments and are not and will not be "prescribed shares", within the meaning of that section of the applicable UCCTax Act, the regulations thereto or the Proposed Amendments; (iiig) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted is and will use is reasonable commercial efforts to maintain its status as a security interest in, or otherwise conveyed any of Principal Business Corporation during the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the IssuerExpenditure Period; and (viiih) None the Issuer has no reason to believe that it will be unable to incur, on or after the date of this Subscription Agreement and on or before December 31, 2006, or that it will be unable to renounce to the Mortgage Notes has any marks Purchaser effective on or notations indicating that they have been pledgedbefore December 31, assigned or otherwise conveyed 2005, Qualifying Expenditures in an aggregate amount equal to any Person other than the Indenture TrusteeCommitment Amount. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to the Collateral Manager that: (a) the Issuer (i) This has been duly formed as a Delaware statutory trust and is validly existing under the laws of the State of Delaware, (ii) has full power and authority to own the Issuer’s assets and the securities proposed to be owned by the Issuer and included among the Assets and to transact the business for which the Issuer was organized, and (iii) is duly qualified under the laws of each jurisdiction where the Issuer’s ownership or lease of property or the conduct of the Issuer’s business requires or the performance of the Issuer’s obligations under this Agreement and the Indenture creates would require such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Issuer or the ability of the Issuer to perform its obligations under, or on the validity or enforceability of, this Agreement and the Indenture; the Issuer has full power and authority to execute, deliver and perform the Issuer’s obligations hereunder and thereunder; this Agreement and the Indenture have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and continuing security interest binding agreements enforceable against the Issuer in accordance with their terms except that the enforceability thereof may be subject to (as defined i) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in the applicable Uniform Commercial Code effect relating to creditors’ rights and (the “UCC”ii) general principles of equity (regardless of whether such enforcement is considered in the Mortgage Notes a proceeding in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuerequity or at law); (b) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Issuer of its duties hereunder or under the Indenture, except those that may be required under state securities or “blue sky” laws or the applicable laws of any jurisdiction outside of the United States, and such as have been duly made or obtained; (c) neither the execution, delivery and performance of this Agreement or the Indenture nor the performance by the Issuer of its duties hereunder or thereunder (i) conflicts with or will violate or result in a default under the Issuer’s Governing Documents or any material contract or agreement to which the Issuer is a party or by which it or its assets may be bound, or any law, decree, order, rule, or regulation applicable to the Issuer of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Issuer or its properties, or (other than as contemplated or permitted by the Indenture) will result in a lien on any of the property of the Issuer and (ii) The Mortgage Notes would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture; (d) the Issuer and its Affiliates are not in violation of any Federal or state laws or regulations, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Issuer, threatened that, in any case, would have a material adverse effect upon the ability of the Issuer to perform its duties under this Agreement or the Indenture; (e) the Issuer is not an “investment company” under the Investment Company Act; and (f) the assets of the Issuer do not and will not at any time constitute “instruments” the assets of any plan subject to the fiduciary responsibility provisions of ERISA or of any plan within the meaning of the applicable UCC; (iiiSection 4975(e)(1) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeCode. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer hereby represents and warrants that: (ia) This Indenture this Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (iib) The Mortgage Notes constitute the Collateral constitutes “instruments” within the meaning of the applicable UCC; (iiic) The the Issuer owns and has good and marketable title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person; (ivd) The the Issuer has received all consents and approvals required by the terms of the Mortgage Notes Collateral to pledge the pledge of the Mortgage Notes Collateral hereunder to the Indenture Trustee; (ve) All the Issuer has caused or will have caused, within ten days from the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder; (f) all original executed copies of each Mortgage Note included in the Collateral have been or will be delivered to the Indenture Trustee (or its custodiancustodian on behalf of the Indenture Trustee), as set forth in the Transfer and Servicing Agreement; (vig) The the Issuer has received a written acknowledgement acknowledgment from the Indenture Trustee (or its custodian) that it the Indenture Trustee is holding the Mortgage Notes included in the Collateral solely on behalf and for the benefit of the Indenture TrusteeSecurityholders; (viih) Other other than the security interest granted to the Indenture Trustee pursuant to this IndentureAgreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viiii) None none of the Mortgage Notes included in the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) . The representations and warranties set forth in this Section 3.22 3.14 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer hereby represents and warrants that: (ia) This Indenture creates a valid Except for the claims and continuing security interest (as defined interests of the Administrative Agent, the other Secured Parties and the Pledgor in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this IndenturePledged Interests, the Issuer has does not pledgedknow of any claim to, assigned, sold, granted a security or interest in, any Pledged Interests. If any Person asserts any Lien, encumbrance or otherwise conveyed adverse claim (including any writ, garnishment, judgment, warrant of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of attachment, execution or similar process) against any financing statements against Pledged Interest, the Issuer that include a description of will promptly notify the collateral covering Administrative Agent and the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteePledgor thereof. (b) The representations security interest of the Administrative Agent in the Pledged Interests has been registered on the books and warranties set forth records of the Issuer. (c) There are no other agreements entered into between the Issuer and the Pledgor with respect to the Pledged Interests, and the Issuer has not entered into, and until the termination of this Control Agreement will not enter into, any agreement with any other Person relating to the Pledged Interests pursuant to which it has agreed or will agree to comply with instructions originated by such other Person. (d) This Control Agreement constitutes a valid and binding agreement of the Issuer, enforceable against the Issuer in this Section 3.22 shall survive accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (e) The pledge by the Closing Date Pledgor of, and shall the granting by the Pledgor of a security interest in, the Pledged Interests to the Administrative Agent, on behalf of the Secured Parties, does not be waivedviolate the charter, by-laws, partnership agreement, operating agreement or any other agreement governing the Issuer or the Pledged Interests. (f) Pledged Interests are fully-paid and nonassessable.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer hereby represents and warrants that: (ia) This Indenture creates a valid Except for the claims and continuing security interest (as defined interests of the Collateral Agent and the Loan Party in the applicable Uniform Commercial Code Pledged Interests, the Issuer does not know of any claim to, or interest in, any Pledged Interests. If any Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) other than a Permitted Lien against any Pledged Interest, the “UCC”Issuer will promptly following its knowledge thereof notify the Collateral Agent and the Loan Party thereof. (b) in There are no other agreements entered into between the Mortgage Notes in favor of Issuer and the Indenture Trustee, which security interest is prior Loan Party with respect to all other liensthe Pledged Interests, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledgedentered into, assignedand until the termination of this Control Agreement will not enter into, soldany agreement with any other Person relating to the Pledged Interests, granted in each case pursuant to which it has agreed or will agree to comply with instructions originated by such other Person. (c) This Control Agreement constitutes a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally. (d) The pledge by the Loan Party of, and the granting by the Loan Party of a security interest in, the Pledged Interests to the Collateral Agent does not violate the charter, by-laws, partnership agreement, operating agreement or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against other agreement governing the Issuer that include a description of or the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteePledged Interests. (be) The representations Pledged Interests are fully-paid and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waivednonassessable.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lienhereby restates, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indentureeach Purchaser, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any each of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The its representations and warranties set forth in this Section 3.22 shall survive the Transaction Documents to which it is a party. The Issuer further represents and warrants (as of the Closing Date Date) to each Purchaser that: (a) The Issuer is a corporation duly organized, validly existing and shall in good standing under the laws of the state of Delaware with its chief executive office and principal place of business located at 1545 Route 206, Bedminster, New Jersey 07921, and has the power to oxx xxx xxxxxx xxx xx xxxxxx xx xxx xxxxxxxxxx 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 ability of the Trustee to enforce its rights in any of the Collateral. One hundred percent of issued and outstanding stock of the Issuer is owned by KMC Telecom Holdings, Inc. ("KMC"), a Delaware corporation. The Issuer has no subsidiaries; (b) Each of the Notes, this Agreement, the Indenture, the Amended and Restated Acknowledgment and Consent, dated as of March 1, 2001 (the "SERVICE PURCHASERS CONSENT") among the Service Purchasers, KMC Telecom VI, Inc. ("KMC VI"), a Delaware corporation, the Issuer, the Trustee and the Lender, and each other Contract has been duly authorized, executed and delivered by the parties thereto, and constitutes a legal, valid and binding agreement and obligation of the parties thereto, enforceable in accordance with its terms except that such enforcement may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) Neither (1) the execution and delivery of the Transaction Documents nor (2) the consummation of the transactions herein contemplated nor the fulfillment of, or compliance with, the terms and provisions hereof, of any other Transaction Document will conflict with, or result in a breach of or violation by the Issuer of any law or any of the terms, conditions or provisions of the certificate of incorporation or bylaws of the Issuer, or of any bond, debenture, note, mortgage, indenture, or other agreement or instrument to which the Issuer is a party or by which it or its properties may be bound, or constitute (or with the giving of notice or the passage of time or both will constitute) a default thereunder, or result in the creation or imposition of any lien, charge, security interest or other encumbrance of any nature whatsoever upon the Collateral pursuant to the terms of any such agreement or instrument other than the Issuer's pledge of the Collateral to the Trustee pursuant to the Indenture; (d) The Issuer owns the Collateral free and clear of all security interests, liens and encumbrances whatsoever, except for the security interest Granted to the Lender under the LSA, which security interest will be released upon the payment to the Lender of an amount from the proceeds of the sale of the Notes equal to the sum of all Indebtedness of the Issuer then outstanding under the LSA and the security interest Granted to the Trustee pursuant to the Indenture; (e) The Trustee will have, upon payment for the Notes, a duly perfected first priority security interest in all of the Collateral, and the Issuer has delivered to the Trustee the executed "SECURED PARTY'S ORIGINAL" counterpart of each of the Service Purchasers Consent and the MGS Agreement (collectively, the "SERVICE PURCHASERS CONTRACTS"); (f) Uniform Commercial Code financing statements and documents of similar import (collectively, the "FINANCING STATEMENTS"), in recordable form, with respect to the Collateral have been filed against the Issuer, as debtor, in the jurisdiction where it is organized and where its chief executive office is located, and in each jurisdiction where the Equipment is located (collectively, the "FILING LOCATIONS"); and Financing Statements, in recordable form, with respect to the Collateral have been assigned by the Lender, as assignor, to the Trustee on behalf of the Noteholders, pertaining to all Filing Locations; (g) No other security interest has been or will be Granted by the Issuer, to anyone other than the Trustee, with respect to any of the Collateral and the income, payments and proceeds therefrom; (h) The copies of the Indenture, the MGS Agreement (including all amendments thereto) and each other Transaction Document delivered by the Issuer to each Purchaser on or prior to the Closing Date, each are true and correct copies of such documents, each of which is in full force and effect and has not been amended, modified or terminated in any respect through the Closing Date; (i) There is no payment under the MGS Agreement or the Service Purchasers Consent which is now past due pursuant to the terms of the MGS Agreement or the Service Purchasers Consent, nor have there been any payments made in advance on account of any payment due under the MGS Agreement or the Service Purchasers Consent, and to the best of the Issuer's knowledge, none of the Service Purchasers, the Issuer or KMC VI is in default under any of its obligations under the Service Purchasers Contracts; (j) The Service Purchasers have not notified the Issuer or (to the best of the Issuer's knowledge), any of KMC VI, Nortel nor Lucent, directly or indirectly, that: (1) the Issuer, KMC VI, Nortel or Lucent is in default under any of its obligations under the Contracts to which it is a party, (2) any material portion of the Equipment is not functioning properly, (3) the Service Purchasers intend not to pay any amount which is due or which will become due, or will not satisfy any obligation required to be waived.performed by it, under the Service Purchasers Contracts, or (4) there has been a material adverse change in the condition (financial or otherwise) of the Service Purchasers and their consolidated subsidiaries since September 30, 2000; (k) There are no setoffs, counterclaims, or defenses on the part of the Service Purchasers to pay any of the Minimum Payments due under the Service Purchasers Contracts; (l) The Issuer's obligations under the Transaction Documents are in full force and effect and there is no litigation or governmental proceeding pending or threatened against either KMC VI or the Issuer, the Notes or any Collateral; (m) Neither the Issuer nor any "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act ("REGULATION D")) of the Issuer has directly, or through any agent, including, without limitation, Dresdner Kleinwort Benson North America LLC d/b/a Dresdner Kleinwort Wasserstein (the "XXXXEMENT AGENT"), (1) sold, offered for sale, xxxxxxxxx offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Notes in a manner that would render the issuance and sale of the Notes a violation of the Securities Act or require the registration of the Notes under the Securities Act or (2) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Notes. It is not necessary in connection with the offer, sale and delivery of the Notes to register the Notes under the Securities Act; (n) The aggregate amount of Minimum Payments payable by the Service Purchasers under the Service Purchasers Consent during each Collection Period is sufficient to pay the Priority Payments on the Notes, as such payments become due and payable, in accordance with the Indenture (without regard to any acceleration of the Notes); (o) Any taxes, fees and other governmental charges arising from the execution and delivery of the Transaction Documents and in connection with the execution, delivery and issuance of the Notes and with the transfer of the Contracts and any interest in the Equipment, have been paid or will be paid by KMC VI; (p) Neither KMC VI nor the Issuer is subject to registration as an "investment company" under the Investment Company Act of 1940, as amended (the "1940 ACT"), or will become an "investment company" within the meaning of the 1940 Act as a result of the transactions contemplated by the Transaction Documents to which it is a party; (q) None of the transactions contemplated in the Transaction Documents (including, without limitation thereof, the use of the proceeds from the sale of the Notes) will violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or any regulations issued pursuant thereto including Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II; (r) All approvals, authorizations, consents, orders or other actions of any Person required in connection with the execution and delivery of the Transaction Documents to which it is a party by the Issuer, and with the valid and proper authorization, issuance and sale of the Notes pursuant to this Agreement, have been or will be taken or obtained on or prior to the Closing Date; (s) Each of the Transaction Documents conforms in all material respects to the respective descriptions thereof in the Private Placement Memorandum; (t) None of the Issuer, KMC VI, KMC nor any ERISA Affiliate (as hereinafter defined) maintains, contributes to or has any obligation to contribute to any "employee pension benefit plans" as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated thereby will not result in, constitute or otherwise give rise to a "prohibited transaction" described in Section 406 of ERISA or Section 4975 of the Code with respect to an employee benefit plan (as defined in Section 3(3) of ERISA) of any of them. "ERISA Affiliate" means each trade or business (whether or not incorporated) that, together with the Issuer, KMC VI or KMC, is treated as a single employer under Section 4001 of ERISA or Section 414 of the Code;

Representations and Warranties of the Issuer. The Issuer represents (a) With respect as of the Effective Date and as of each date on which a Loan is made by a Subclass B-1 Noteholder pursuant to the Mortgage NotesSupplement, unless otherwise indicated) and warrants to, and agrees with, the Issuer represents and warrants Subclass B-1 Note Purchasers that: (i) This Indenture creates The Issuer is a valid limited liability company duly organized, validly existing and continuing security interest (as defined in good standing under the laws of the State of Delaware, with its chief executive office located at 2000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000, and has the power to own its assets and to engage in the applicable Uniform Commercial Code (activities in which it is presently engaged and is duly qualified and in good standing under the “UCC”) in laws of each jurisdiction where its ownership of property or the Mortgage Notes in favor 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 Indenture Trustee, Issuer or on the enforceability of the Subclass B-1 Notes or the ability of the Issuer to perform its obligations under this Agreement and the other Related Documents to which security interest it is prior to all a party. One hundred percent of the beneficial ownership of the Issuer is owned by Wxxxxx Lease Finance Corporation (“WLFC”). The Issuer has no subsidiaries other liens, and is enforceable as such against creditors of and purchasers from the Issuerthan WLFC Funding (Ireland) Limited; (ii) The Mortgage Notes constitute 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 “instruments” within Issuer Documents”); the meaning execution, delivery, and performance of the applicable UCCIssuer Documents by the Issuer have been duly authorized by the Issuer by all necessary action, the Issuer Documents, other than the Subclass B-2 Notes and the Subclass A-2 Notes, have been duly executed and delivered by the Issuer, and each of the Subclass B-2 Notes and the Subclass A-2 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 Subclass B-2 Notes and the Subclass A-2 Notes), assuming due authorization, execution and delivery by the other parties thereto, constitutes, and each of the Subclass B-2 Notes and the Subclass A-2 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 with its terms, except that such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) The consummation of the transactions contemplated by the Issuer owns Documents and has good title the fulfillment of the terms therein will not conflict with or result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Issuer, or any indenture, agreement, mortgage, deed of trust, commitment letter or funding arrangement with any lending institution or investment bank or other instrument to which the Mortgage Notes free and clear Issuer is a party or by which it is bound, or result in the creation or imposition of any lien, claim or encumbrance upon any of any Person; (iv) The Issuer has received all consents and approvals required by its properties pursuant to the terms of the Mortgage Notes to the pledge such indenture, agreement, mortgage, deed of the Mortgage Notes hereunder trust, commitment letter or funding arrangement with any lending institution or investment bank or other such instrument, other than as created pursuant to the Indenture Trusteeand the Supplement, or violate any law or, any order, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or any of its properties and there are no legal or governmental proceedings pending or, to the best knowledge of the Issuer, threatened or contemplated that would result in a material modification or revocation thereof; (v) There are 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 B-1 Notes 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 original executed copies approvals, authorizations, consents, orders or other actions of each Mortgage Note 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 delivered taken or obtained on or prior to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture TrusteeEffective Date; (vii) Other than the security interest granted No written materials delivered to the Indenture Trustee pursuant Subclass B-1 Note Purchaser by or on behalf of the Issuer in connection with the sale of the Subclass B-1 Notes contain any untrue statement of a material fact or omit a material fact necessary to this Indenturemake 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 pledgeddisclosed to the Purchasers’ Agent in writing which materially adversely affects or, assignedso far as the Issuer can now reasonably foresee, soldwill 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 Purchasers’ 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 B-1 Note Purchaser shall be entitled to rely on such representations and warranties; (x) Any taxes, granted 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 of the proceeds from the sale of the Subclass B-1 Notes) will violate or result in a security interest inviolation of Section 7 of the Exchange Act, or otherwise conveyed any regulations issued pursuant thereto; (xii) Concurrently with the execution and delivery of this Agreement, the Issuer is executing no other note purchase agreement with respect to Subclass B-1 Notes; (xiii) The Issuer is not an “investment company” within the meaning of the Mortgage Notes. Investment Company Act of 1940, as amended; (xiv) For so long as the Series 2002-1 Class A and Class B Notes are the only Notes outstanding under the Indenture, each of the Indenture and the Supplement need not be qualified as an “indenture” pursuant to the terms of the Trust Indenture Act of 1939, as amended; (xv) The Issuer has not authorized taken and will not take, directly or indirectly, any action, prohibited by Rules 101 and 102 under Regulation M of the filing Securities and Exchange Commission in connection with the offering of the Class B Notes and the Class A Notes; (xvi) To the extent that the Securities Act may be deemed to apply to the Class B Notes and the Class A Notes and the Loans, neither the Issuer nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) of the Issuer has directly, or through any agent, including, without limitation, the Purchasers’ Agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Class B Notes or the Class A Notes in a manner that would render the issuance and sale of the Class B Notes and the Class A Notes a violation of the Securities Act or require the registration of the Class B Notes or the Class A Notes under the Securities Act or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Class B Notes and the Class A Notes; (xvii) To the extent that the Securities Act may be deemed to apply to the Class B Notes and the Class A Notes and the Loans, it is not necessary in connection with the offer, sale and delivery of the Class B Notes in the manner contemplated by this Agreement or the Subclass B-2 Note Purchase Agreement or the Class A Notes in the manner contemplated by the Class A Note Purchase Agreements to register the Class B Notes or the Class A Notes under the Securities Act assuming that the Subclass B-1 Note Purchaser is an “accredited investor” as defined in Regulation D under the Securities Act; (xviii) No event has occurred and is not aware continuing that constitutes, or with the passage of any financing statements against time or the Issuer that include a description giving of notice or both would constitute, an Early Amortization Event under, and as defined in, the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminatedIndenture. The Issuer is not aware in violation of any judgment agreement, charter instrument, bylaw or tax lien filings against the Issuer; andother instrument to which they are a party or by which they are or may be bound; (viiixix) None 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 Notes, as such payments become due and payable, in accordance with the Indenture; (xx) The Issuer agrees that it will not directly or indirectly, sell or offer to sell the Class B Notes or the Class A Notes or similar security in a manner that would render the issuance and sale of the Mortgage Class B Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed the Class A Notes pursuant to any Person other than this Agreement a violation of Section 5 of the Indenture TrusteeSecurities Act. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants thatas follows: (i) This Indenture creates The Issuer is a valid duly organized and continuing security interest (as defined validly existing corporation in good standing under the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor laws of the Indenture Trusteejurisdiction of its incorporation and has the corporate power and authority to own its property, which security interest is prior to all other lienscarry on its business as presently being conducted, to execute and deliver this Agreement, the Issuing and Paying Agency Agreement and the Notes, and is enforceable as such against creditors of to perform and purchasers from observe the Issuer;conditions hereof and thereof (ii) The Mortgage Notes constitute “instruments” within Each of this Agreement and the meaning Issuing and Paying Agency Agreement has been duly authorized, executed and delivered by the Issuer and constitutes a legal, valid and binding agreement of the applicable UCC;Issuer. The issuance and sale of Notes by the Issuer hereunder have been duly authorized by the Issuer and, when delivered by the Issuing and Paying Agent as provided in the Issuing and Paying Agency Agreement, each Note will be the valid and binding obligation of the Issuer. (iii) The Assuming that the Notes are offered and sold in the manner contemplated by Section 6 below, the offer and sale by the Issuer owns of such Notes will constitute exempt transactions under Section 4(2) of the 1933 Act and has good title Rule 506 thereunder, and, accordingly, registration of the Notes under the 1933 Act will not be required. Qualification of an indenture with respect to the Mortgage Notes free and clear under the Trust Indenture Act of any lien1939, claim as amended, will not be required in connection with the offer, issuance, sale or encumbrance delivery of any Person;the Notes. (iv) The Issuer has received all consents is neither an "investment company" nor a "company controlled by an investment company" within the meaning of the Investment Company Act of 1940, as amended. (v) No consent or action of, or filing or registration with, any governmental or public regulatory body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery or performance of this Agreement, the Issuing and approvals Paying Agency Agreement or the Notes, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes. (vi) Neither the execution and delivery by the Issuer of any of this Agreement, the Issuing and Paying Agency Agreement and the Notes, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (x) result in the creation or imposition of any material mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer or (y) violate any of the terms of the Mortgage Notes Issuer's charter documents or by-laws, any credit agreement, indenture, or other similar debt instrument, or any other material contract or instrument to which the pledge Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or governmental instrumentality, to which the Issuer is subject or by which it or its property is bound, except violations or defaults which have been waived, or which would not have, singly or in the aggregate, a material adverse effect on the Issuer or its subsidiaries, taken as a whole, or which would not affect the validity of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee;Notes. (vii) Other than the security interest granted There are no actions, suits, proceedings, claims or governmental investigations pending or, to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any knowledge of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements Issuer, threatened against the Issuer that include a description or any of its officers or directors or any persons who control the Issuer (within the meaning of Section 15 of the collateral covering 1933 Act or Section 20 of the Mortgage Notes other than a financing statement relating Exchange Act) or to which any property of the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware subject which could reasonably be expected to have in a material adverse change in the condition (financial or otherwise) of any judgment the Issuer and its subsidiaries, taken as a whole, or tax lien filings against materially prevent or interfere with, or materially and adversely affect the Issuer; and's execution, delivery of performance of, any of this Agreement, the Issuing and Paying Agency Agreement and the Notes. (viii) None The initial Offering Materials do not, and any amendments or supplements thereto and any subsequent Offering Materials and any amendments or supplements thereto will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the Mortgage Notes has any marks circumstances under which they are made, not misleading (provided that no representation or notations indicating that they have been pledged, assigned or otherwise conveyed warranty is made as to any Person other than the Indenture TrusteePlacement Agent Information). (b) The Each issuance of Notes by the issuer shall be deemed a representation and warranty by the Issuer to the Placement Agent, as of the date thereof, that both before and after giving effect to such issuance, (i) the representations and warranties of the Issuer set forth in this Section 3.22 shall survive 3(a) hereof remain true and correct on and as of such date as if made on and as of such date (except to the Closing Date extent such representations and shall warranties, expressly relate solely to an earlier date); (ii) the corporate resolutions and certificate of incumbency referred to in Section 5 hereof remain accurate and in full force and effect; (iii) since the date of the most recent Offering Materials, there has been no material adverse change in the financial condition or operations of the Issuer which has not be waivedbeen disclosed to the Placement Agent; and (iii) the Issuer is not in default of any of its obligations hereunder, under the Issuing and Paying Agency Agreement or under any Note.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants (x) with respect to itself and each Grantor that is a party to this Agreement on the Initial Closing Date, as of the Initial Closing Date, (y) with respect to each Grantor that becomes a party to this Agreement thereafter, as of the date such Grantor becomes a party to this Agreement, and (z) with respect to the Collateral identified in Section 2.01, as of the date such Collateral becomes part of the Collateral, as follows: Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (a) With respect to Each Grantor is the Mortgage Notes, the Issuer represents legal and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor beneficial owner of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes Collateral pledged by it hereunder free and clear of any lienand all Encumbrances (other than Permitted Encumbrances). No effective financing statement, claim aircraft mortgage, engine mortgage, security agreement, title reservation agreement or encumbrance other instrument similar in effect (which, for the avoidance of doubt, shall not include any Contract of Sale in favor of any Person;Grantor) covering all or any part of the Collateral or any International Interest in respect thereof is on file in any recording office including the International Registry, except such as may have been filed in favor of the Security Trustee relating to the Collateral. (ivb) The Issuer has received all consents This Agreement creates a valid and, upon the taking of the actions required hereby and approvals required by the terms Local Law Security Documents, perfected security interest in the Collateral (other than (a) the Assets and Assigned Leases to the extent the registrations and filings provided in Section 3.12 are insufficient for such purpose, (b) with respect to insurance policies to the extent that Article 9 of the Mortgage Notes UCC does not apply to such Collateral and (c) letters of credit, except to the pledge extent any such letter of credit constitutes supporting obligations of any Assigned Lease) as security for the Mortgage Notes hereunder Secured Obligations subject in priority to no other Encumbrances (other than Permitted Encumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest have been (or in the case of future Collateral will be) duly taken (but only to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered extent provided in Section 3.12 with respect to the Indenture Trustee (or its custodianAssets and Assigned Leases), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) . Other than the security interest granted to the Indenture Security Trustee pursuant to this IndentureAgreement or any security interest previously granted that shall be terminated, released and/or discharged as of the Issuer date hereof, no Grantor has not pledged, assigned, sold, sold or granted a security interest in, or otherwise conveyed in any of the Mortgage Notes. The Issuer has not authorized the filing of Collateral or authorized, and is not aware of of, the filing of, any financing statements or other instruments similar in effect or the registration of any International Interest or Prospective International Interest against any Grantor, any Asset or the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement or registration of an International Interest or Prospective International Interest relating to the security interest granted to the Indenture Security Trustee hereunder or otherwise in respect of Required Cape Town Registrations or that has been terminated (or that relate to any security interest previously granted that has been terminated and such filing is in the course of being terminated), in each case as of the date this representation and warranty is given as to such Grantor, Asset and Collateral. The Issuer is not aware of any There are no judgment or tax lien filings against the Issuer; andany Grantor. (viiic) The name of each Grantor as it appears on the signature pages hereto or on the applicable Grantor Supplement is its name as it appears on the public record of its jurisdiction of organization or incorporation or, in the case of a trust, is the name specified for the trust in its organizational documents and indicates that it is a trust. (d) No consent of any Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement or any other Related Document by such Grantor, or (iii) for the perfection, priority or maintenance of the pledge, assignment and security interest created hereby (but only to the extent provided in Section 3.12 with respect to Assets and Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Assigned Leases), except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) such filings with the FAA and any other Applicable Aviation Authority, (D) such other filings or consents as are required under other relevant local law and (E) consents to, or authorizations or approvals of, filings, in each case that have been or will be given, obtained or made, as the case may be. (e) The jurisdiction of organization of each Grantor is set forth on Schedule III, as supplemented by any Grantor Supplement executed and delivered by a Grantor, and, if applicable to determine the location of the Grantor for purposes of the UCC, the office where each Grantor keeps records of or relating to the Collateral is located at the address specified opposite the name of such Grantor on Schedule III, as supplemented by any Grantor Supplement executed and delivered by a Grantor. (f) The Pledged Stock constitutes the percentage of the issued and outstanding Stock of the issuers thereof indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. The Pledged Beneficial Interests constitute the percentage of the Beneficial Interests of the issuers thereof indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. (g) If such Grantor is the lessor under a Cape Town Lease, upon the registration of such Cape Town Lease as an International Interest, it shall have the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Collateral. (h) The Pledged Stock and the Pledged Beneficial Interests (and, as applicable, the interests constituting the Membership Interest Collateral (if any)) (i) have been duly authorized and validly issued and are fully paid up and nonassessable (or, in the case of the Pledged Beneficial Interests (or, as applicable, Membership Interest Collateral), not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer other than in favor of Lessees or otherwise as permitted or required under the Indenture and (ii) constitute all of the outstanding shares of capital stock, all of the beneficial interests and, as applicable, all of the membership interests in all of the direct and indirect Issuer Subsidiaries as of the date hereof. The Pledged Debt has been duly authorized, authenticated or issued and delivered, is the legal, valid and binding obligation of each obligor thereunder and is not in default. (i) The Pledged Stock and the Pledged Beneficial Interests constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, other than (i) the Membership Interest Collateral that does not expressly provide that such Membership Interest Collateral shall be governed by Article 8 of the UCC as in effect in the jurisdiction of the issuer of such Membership Interest Collateral, (ii) any Pledged Stock or Pledged Beneficial Interests which constitute “uncertificated securities” within the meaning of Section 8-102(a)(18) of the UCC or (iii) any Pledged Beneficial Interests which do not constitute “securities” within the meaning of Section 8-102(a)(15) of the UCC. The Pledged Stock and the Pledged Beneficial Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Interests that constitute certificated securities have been delivered to the Security Trustee and either (A) are in bearer form, (B) have been indorsed, by an effective indorsement, to the Security Trustee or in blank or (C) have been registered in the name of the Security Trustee. The Security Trustee is the registered holder of the Pledged Stock and the Pledged Beneficial Interests constituting uncertificated securities which are registered. None of the Mortgage Notes has Pledged Stock or the Pledged Beneficial Interests that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Security Trustee. (bj) The representations A true and warranties set forth complete copy of each Assigned Agreement in this Section 3.22 shall survive effect on the Initial Closing Date or on the date of any Grantor Supplement or Collateral Supplement, as applicable, has been delivered to the Security Trustee. Each Assigned Agreement as of the Initial Closing Date or as of the date of any Grantor Supplement or Collateral Supplement, as applicable, has been duly authorized, executed and shall not delivered by the relevant Grantor, will be waivedin full force and effect and will be binding upon and enforceable against all parties thereto in accordance with its terms. (k) A true and complete certified copy of each Lease to which any Issuer Group Member is a party will be delivered to the Security Trustee within 10 Business Days of the Purchase Date of the related Asset (or the Issuer Subsidiary owning such Asset) in the case of any Initial Lease or, in the case of any other Lease, within 10 Business Days of entry into such Lease. Each such Lease is in full force and effect and is binding and enforceable against each Issuer Group Member which is a party thereto in accordance with its terms. (l) A true and complete certified copy of each Part-Out Agreement to which any Issuer Group Member is a party will be delivered to the Security Trustee within 10 Business Days of the relevant Delivery Date of the related Asset (or the Issuer Subsidiary owning such Asset) in the case of any Part-Out Agreement existing on the date hereof or, in the case of any other Part-Out Agreement, within 10 Business Days of entry into such Part-Out Agreement. Each such Part-Out Agreement is in full force and effect and is binding and enforceable against each Issuer Group Member which is a party thereto in accordance with its terms. (m) Each Account that exists on the Initial Closing Date or that is established and maintained thereafter in accordance with Sections 3.01 of the Indenture constitutes a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC and, to the extent that the Trustee invests the Balance therein in Permitted Investments, a “securities account” within the meaning of Section 8-501 of the UCC. (n) Each of the Hedge Agreements and the Asset Interests constitute “general intangibles” within the meaning of Section 9-102(a)(42) of the UCC.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants that, as of the date given and at the Closing: (a) the Issuer and its subsidiaries, if any, are duly organized and validly existing under the laws of their jurisdiction of incorporation, amalgamation or continuance, are in good standing with the corporate governmental authorities of such jurisdiction(s) with respect to the filing of annual returns and such other filings as are necessary to maintain their corporate existence and they have full corporate power to conduct their business as such business is now being conducted; (b) there are no claims, actions, suits, judgments, or proceedings pending against or affecting the Issuer which will or may have a material adverse effect upon the Issuer, nor does it know of any reasonable ground for any such claims, actions, suits, judgments or proceedings; (c) it has the full power and authority to enter into and to perform this Subscription Agreement and to do all other acts which may be necessary to consummate the transactions contemplated hereby; (d) the Issuer will reserve or set aside sufficient shares in the treasury of the Issuer to issue the Shares and the Warrant Shares; (e) the Issuer is an "exchange issuer" as defined in the Act, is recognized as such by the Commission and the Exchange, and is not on the list of Defaulting Issuers maintained by the Commission; (f) the Issuer will use its reasonable best efforts to diligently seek and obtain the acceptance for filing of this Subscription Agreement by the Exchange and will make all filings necessary to obtain the exemptions from registration and prospectus requirements available under the Act or the Rules in respect of the transaction contemplated hereby; (g) the issue of the Securities will, at the time of their issuance, have been approved by all requisite corporate action and the Shares and the Warrant Shares will, upon issue and delivery, be validly issued as fully paid and non-assessable; (h) the issuance and sale of the Securities by the Issuer does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of its constating documents or any agreement or instrument to which the Issuer is a party; and (i) This Indenture creates this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Issuer and constitutes a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor obligation of the Indenture Trustee, which security interest is prior to all other liens, Issuer legally binding upon it and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or in accordance with its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteeterms. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants thatto each of the Underwriters as follows: (ia) This Indenture creates The Issuer meets the requirements for use of Form S-3 for the registration of a valid primary offering of securities in an unlimited dollar amount under the Securities Act. The Registration Statement became effective under the Securities Act upon filing with the Commission. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and continuing security interest the Shares have been and remain eligible for registration by the Issuer on an automatic shelf registration statement since the time the Registration Statement was filed with the Commission. No stop order suspending the effectiveness of the Registration Statement or any part thereof, has been issued and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Issuer, is threatened or contemplated by the Commission or any U.S. federal, state or local or international court, government or governmental or regulatory (including self-regulatory) body or agency (each, a “Governmental Entity”), and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Securities Act Rules (“Rule 401(g)(2)”) has been received by the Issuer. No order preventing or suspending the use of any preliminary prospectus, the Statutory Prospectus (as defined in below), the applicable Uniform Commercial Code Prospectus or any Issuer-Represented Free Writing Prospectus (as defined below) has been issued and no proceeding for that purpose has been instituted or is pending or, to the “UCC”) in the Mortgage Notes in favor knowledge of the Indenture TrusteeIssuer, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim threatened or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required contemplated by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been Commission or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notesother Governmental Entity. The Issuer has fully complied with any request on the part of the Commission or other Governmental Entity for additional information with respect to the registration of the Shares. At the respective times the Registration Statement and any post-effective amendments thereto became effective, at each deemed effective date with respect to the Underwriters and the Shares pursuant to Rule 430B(f)(2), at the Applicable Time and at the Closing Date (as defined below) and each Option Closing Date (as defined below), if any, each of the Registration Statement and any amendment or supplement thereto complied, complies and will comply in all material respects with the requirements of the Securities Act and the Securities Act Rules, and did not, does not authorized and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the filing statements therein not misleading. Neither the Prospectus nor any amendment or supplement thereto, at the respective dates of the Prospectus or such amendment or supplement, at the respective times that the Prospectus and is any such amendment or supplement were issued, at the Applicable Time or at any Closing Date or Option Closing Date, if any, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not aware of any financing statements against misleading. At the Applicable Time, each Issuer-Represented Free Writing Prospectus (as defined below) identified on Schedule II(a) hereto, the Statutory Prospectus and the information agreed to in writing by the Issuer that include a description and the Underwriters as the information to be conveyed orally by the Underwriters to purchasers of the collateral covering Shares at the Mortgage Notes other than Applicable Time as set forth on Schedule II(b) hereto, all considered together (collectively, the “Disclosure Package”), did not include an untrue statement of a financing statement relating material fact or omit to state any material fact necessary in order to make the security interest granted to statements therein, in the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None light of the Mortgage Notes has any marks or notations indicating that circumstances under which they have been pledgedwere made, assigned or otherwise conveyed to any Person other than the Indenture Trusteenot misleading. (b) 1 Plus an option to purchase up to 277,800 additional shares to cover over-allotments. The representations and warranties set forth in the preceding two paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto or the Prospectus or the Disclosure Package or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Issuer in writing by the Underwriters expressly for use therein. Any preliminary prospectus, the Statutory Prospectus and the Prospectus complied or will comply, as the case may be, when filed with the Commission in all material respects with the Securities Act and the Securities Act Rules. As used in this Section 3.22 subsection and elsewhere in this Agreement: “Statutory Prospectus,” at any given time, means the base prospectus that is included in the Registration Statement and the preliminary prospectus supplement relating to the Shares immediately prior to that time, including the documents incorporated or deemed incorporated by reference therein at such time. For purposes of this definition, information contained in a form of prospectus that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall survive be considered to be included in the Closing Date and shall not be waivedStatutory Prospectus only at the actual time that such form of prospectus is filed with the Commission pursuant to Rule 424(b).

Representations and Warranties of the Issuer. (a) With respect The Issuer hereby reaffirms all of its representations, warranties and covenants made in each of the other Transaction Documents and represents, warrants and covenants to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, the Noteholders and the Agent that as of the Closing Date and each Funding Date: (a) The Issuer is duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware with full power and authority to execute and deliver this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which security interest it is prior a party and to all other liensperform the terms and provisions hereof and thereof; the Issuer is duly qualified to do business as a foreign business entity in good standing, and is enforceable as has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such against creditors qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of and purchasers from the Issuer, the Trust Estate, the Noteholders, the Agent or any Receivable; (iib) The Mortgage Notes constitute “instruments” within All necessary action has been taken by the meaning Issuer to authorize and empower the Issuer, and the Issuer has full power and authority to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party, and the Issuer has full power and is duly authorized to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party, and no consent or approval of any Person is required for the applicable UCCexecution, delivery or performance by the Issuer of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party; (iiic) This Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party have been duly executed and delivered, and the execution and delivery of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party by the Issuer and its performance and compliance with the terms hereof and thereof will not violate the Certificate of Trust or the Issuer Trust Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, indenture, loan, credit agreement or any other agreement or instrument (including, without limitation, the Transaction Documents) to which the Issuer is a party or which may be applicable to the Issuer or any of its assets; (d) This Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party constitute valid, legal and binding obligations of the Issuer, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity; (e) The Issuer owns is not in violation of, and has good title the execution, delivery and performance of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party by the Mortgage Notes free and clear Issuer will not constitute a violation with respect to, any order or decree of any liencourt or any order, claim regulation or encumbrance demand of any Personfederal, State, municipal or governmental agency, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Issuer or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (ivf) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the Issuer's knowledge, threatened against or contemplated by the Issuer which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Indenture, the Notes or any other Transaction Document; (g) Each of the representations and warranties of the Issuer set forth in the Sale and Servicing Agreement, the Issuer Trust Agreement and each other Transaction Document to which it is a party is, as of the Closing Date, and will be, as of each Funding Date, true and correct in all material respects and each such representation and warranty is hereby incorporated in this Indenture as if set forth herein in full. (h) The Issuer has received all consents and approvals required not incurred debt or engaged in activities not related to the transactions contemplated hereunder except as permitted by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been Issuer Trust Agreement or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.3.04

Representations and Warranties of the Issuer. The Issuer represents (a) With respect as of the Effective Date and as of each date on which a Loan is made by the Class B Noteholders pursuant to the Mortgage NotesSupplement, unless otherwise indicated) and warrants to, and agrees with, the Issuer represents and warrants Class B Note Purchasers that: (i) This Indenture creates The Issuer is a valid limited liability company duly organized, validly existing and continuing security interest (as defined in good standing under the laws of the State of Delaware, with its chief executive office located at 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000, and has the power to own its assets and to engage in the applicable Uniform Commercial Code (activities in which it is presently engaged and is duly qualified and in good standing under the “UCC”) in laws of each jurisdiction where its ownership of property or the Mortgage Notes in favor 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 Indenture Trustee, Issuer or on the enforceability of the Class B Notes or the ability of the Issuer to perform its obligations under this Agreement and the other Related Documents to which security interest it is prior to all a party. One hundred percent of the beneficial ownership of the Issuer is owned by Xxxxxx Lease Finance Corporation (“WLFC”). The Issuer has no subsidiaries other liens, and is enforceable as such against creditors of and purchasers from the Issuerthan WLFC Funding (Ireland) Limited; (ii) The Mortgage Notes constitute 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 “instruments” within Issuer Documents”); the meaning execution, delivery, and performance of the applicable UCCIssuer Documents by the Issuer have been duly authorized by the Issuer by all necessary action, the Issuer Documents, other than the Class B Notes and the Class A Note, have been duly executed and delivered by the Issuer, and each of the Class B Notes and the Class A Note, 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 B Notes), assuming due authorization, execution and delivery by the other parties thereto, constitutes, and each of the Class B Notes and the Class A Note, 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 with its terms, except that such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) The consummation of the transactions contemplated by the Issuer owns Documents and has good title the fulfillment of the terms therein will not conflict with or result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Issuer, or any indenture, agreement, mortgage, deed of trust, commitment letter or funding arrangement with any lending institution or investment bank or other instrument to which the Mortgage Notes free and clear Issuer is a party or by which it is bound, or result in the creation or imposition of any lien, claim or encumbrance upon any of any Person; (iv) The Issuer has received all consents and approvals required by its properties pursuant to the terms of the Mortgage Notes to the pledge such indenture, agreement, mortgage, deed of the Mortgage Notes hereunder trust, commitment letter or funding arrangement with any lending institution or investment bank or other such instrument, other than as created pursuant to the Indenture Trusteeand the Supplement, or violate any law or, any order, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or any of its properties and there are no legal or governmental proceedings pending or, to the best knowledge of the Issuer, threatened or contemplated that would result in a material modification or revocation thereof; (v) There are 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 and the Class A Note or the other Issuer Documents, (B) seeking to prevent the issuance of the Class B Notes 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 and the Class A Note or the other Issuer Documents; (vi) All original executed copies approvals, authorizations, consents, orders or other actions of each Mortgage 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 Note pursuant to this Agreement, have been or will be delivered taken or obtained on or prior to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture TrusteeEffective Date; (vii) Other than the security interest granted No written materials delivered to the Indenture Trustee pursuant Class B Note Purchaser by or on behalf of the Issuer in connection with the sale of the Class B Notes contain any untrue statement of a material fact or omit a material fact necessary to this Indenturemake 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 pledgeddisclosed to the Purchasers’ Agent in writing which materially adversely affects or, assignedso far as the Issuer can now reasonably foresee, soldwill materially adversely affect the ability of the Issuer to perform the transactions contemplated hereby and by the other Related Documents; (viii) The List of Engines to be created as of the Closing Date and each supplement thereto will be available to the Purchasers’ 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 Class B Note Purchaser shall be entitled to rely on such representations and warranties; (x) Any taxes, granted 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 Note, have been paid; (xi) To the extent the Exchange Act may be deemed to apply to the Class B Notes and the Class A Note and the Loans, none of the transactions contemplated in the Issuer Documents (including, without limitation thereof; the use of the proceeds from the sale of the Class B Notes) will violate or result in a security interest inviolation of Section 7 of the Exchange Act, or otherwise conveyed any regulations issued pursuant thereto; (xii) Concurrently with the execution and delivery of this Agreement, the Issuer is executing no other note purchase agreement with respect to the Class B Notes; (xiii) The Issuer is not an “investment company” within the meaning of the Mortgage Notes. Investment Company Act of 1940, as amended; (xiv) For so long as the Series 2002-1 Class A and Class B Notes are the only Notes outstanding under the Indenture, each of the Indenture and the Supplement need not be qualified as an “indenture” pursuant to the terms of the Trust Indenture Act of 1939, as amended; (xv) The Issuer has not authorized taken and will not take, directly or indirectly, any action, prohibited by Rules 101 and 102 under Regulation M of the filing Securities and Exchange Commission in connection with the offering of the Class B Notes and the Class A Note; (xvi) To the extent that the Securities Act may be deemed to apply to the Class B Notes and the Class A Note and the Loans, neither the Issuer nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) of the Issuer has directly, or through any agent, including, without limitation, the Purchasers’ Agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of; any security (as defined in the Securities Act) which is or will be integrated with the sale of the Class B Notes and the Class A Note in a manner that would render the issuance and sale of the Class B Notes or the Class A Note a violation of the Securities Act or require the registration of the Class B Notes or the Class A Note under the Securities Act or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Class B Notes and the Class A Note; (xvii) To the extent that the Securities Act may be deemed to apply to the Class B Notes and the Class A Note and the Loans, it is not necessary in 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 not aware continuing that constitutes, or with the passage of any financing statements against time or the Issuer that include a description giving of notice or both would constitute, an Early Amortization Event under, and as defined in, the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminatedIndenture. The Issuer is not aware in violation of any judgment agreement, charter instrument, bylaw or tax lien filings against the Issuer; andother instrument to which they are a party or by which they are or may be bound; (viiixix) None 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; (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 Mortgage Class B Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed the Class A Note pursuant to any Person other than this Agreement a violation of Section 5 of the Indenture TrusteeSecurities Act. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. The Issuer hereby reaffirms all of its representations, warranties and covenants made in each of the other Transaction Documents and represents, warrants and covenants to the Indenture Trustee, the Noteholders and the Agent that as of the Restatement Date and each Funding Date: (a) With respect The Issuer is duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware with full power and authority to execute and deliver this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party and to perform the terms and provisions hereof and thereof; the Issuer is duly qualified to do business as a foreign business entity in good standing, and has obtained all required licenses and approvals, if any, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except those jurisdictions in which failure to be so qualified would not have a material adverse effect on the business or operations of the Issuer, the Trust Estate, the Noteholders, the Agent or any Receivable; (b) All necessary action has been taken by the Issuer to authorize and empower the Issuer, and the Issuer has full power and authority to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party, and the Issuer has full power and is duly authorized to execute, deliver and perform its obligations under this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party, and no consent or approval of any Person is required for the execution, delivery or performance by the Issuer of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party; (c) This Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party have been duly executed and delivered, and the execution and delivery of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party by the Issuer and its performance and compliance with the terms hereof and thereof will not violate the Certificate of Trust or the Issuer Trust Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, indenture, loan, credit agreement or any other agreement or instrument (including, without limitation, the Transaction Documents) to which the Issuer is a party or which may be applicable to the Mortgage NotesIssuer or any of its assets; (d) This Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party constitute valid, legal and binding obligations of the Issuer, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity; (e) The Issuer is not in violation of, and the execution, delivery and performance of this Indenture, the Sale and Servicing Agreement, the Custodian Agreement and each other Transaction Document to which it is a party by the Issuer will not constitute a violation with respect to, any order or decree of any court or any order, regulation or demand of any federal, State, municipal or governmental agency, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Issuer or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder; (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the Issuer’s knowledge, threatened against or contemplated by the Issuer which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Indenture, the Notes or any other Transaction Document; (g) Each of the representations and warranties of the Issuer set forth in the Sale and Servicing Agreement, the Issuer represents Trust Agreement and warrants that:each other Transaction Document to which it is a party is, as of the Restatement Date, and will be, as of each Funding Date, true and correct in all material respects and each such representation and warranty is hereby incorporated in this Indenture as if set forth herein in full. (h) The Issuer has not incurred debt or engaged in activities not related to the transactions contemplated hereunder except as permitted by the Issuer Trust Agreement or Section 3.04 hereof. (i) This The Issuer is not insolvent and did not become insolvent as a result of the Grant pursuant to this Indenture; the Issuer is not engaged and is not about to engage in any business or transaction for which any property remaining with the Issuer is unreasonably small capital or for which the remaining assets of the Issuer are unreasonably small in relation to the business of the Issuer or the transaction; the Issuer does not intend to incur, and does not believe or reasonably should not have believed that it would incur, debts beyond its ability to pay as they become due; and the Issuer has not made a transfer or incurred an obligation and does not intend to make such a transfer or incur such an obligation with actual intent to hinder, delay or defraud any entity to which the Issuer was or became, on or after the date that such transfer was made or such obligation was incurred, indebted. (i) The transfer of the Receivables by the Contributor to the Depositor pursuant to the Contribution Agreement is a contribution for financial accounting purposes and federal income tax purposes, (ii) the transfer of the Receivables by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement is an absolute transfer for legal purposes, (iii) the Grant of the Receivables by the Issuer pursuant to the terms of this Indenture creates is a valid pledge for financial accounting purposes and continuing security interest federal income tax purposes, (iv) the Issuer is the owner of the Receivables for financial accounting purposes and federal income tax purposes, and (v) the Notes will be treated by the Issuer as defined indebtedness of the Depositor for federal income tax purposes. In this regard, the financial statements of the Contributor and its consolidated subsidiaries will show that the Receivables are owned by such consolidated group and the Notes as indebtedness of the consolidated group (and will contain footnotes describing the transfers to the Depositor and the Issuer and the pledge to the Indenture Trustee), and the federal tax returns of the Contributor and its consolidated subsidiaries will indicate that the Notes are indebtedness of such consolidated group. (k) The legal name of the Issuer is as set forth in this Indenture; the Issuer has no trade names, fictitious names, assumed names or “doing business as” names. (l) Upon the delivery to the Custodian of the Custodian Files and the filing of the Perfection UCCs in accordance with applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of law, the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Noteholders, shall have a first priority perfected security interest in the Receivables and in the proceeds thereof, limited with respect to proceeds to the extent set forth in Section 9-315 of the UCC as in effect in the applicable jurisdiction. Other than with respect to the Financed Vehicles, all filings (including, without limitation, UCC filings) and other actions as are necessary in any jurisdiction to perfect the ownership, security interest, or other interest of the Indenture Trustee;Trustee in the related Trust Estate, including delivery of the Receivables and the Custodian Files to the Custodian, and the payment of any fees, have been made. (viim) Other than None of the absolute transfer of the Receivables and security interest granted in the Financed Vehicles by the Contributor to the Depositor pursuant to the Contribution Agreement, the absolute transfer of the Receivables and security interest in the Financed Vehicles by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement, or the Grant by the Issuer to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and Indenture is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating subject to the security interest granted to the Indenture Trustee hereunder bulk transfer or that has been terminated. any similar statutory provisions in effect in any applicable jurisdiction. (n) The Issuer is not aware of any judgment or tax lien filings against an “investment company” as such term is defined in the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee1940 Act. (bo) The representations principal place of business of the Issuer is located in the State of Texas and warranties set forth the chief executive office and the jurisdiction of organization of the Issuer are located in this Section 3.22 shall survive the Closing Date State of Delaware, and shall there are no other such locations. (p) All tax returns or extensions required to be filed by the Issuer in any jurisdiction (other than jurisdictions in which the failure to file would not have a material adverse effect on the Issuer, the Issuer’s ability to perform its obligations under the Transaction Documents, any Noteholder or any Receivable or any other part of the Trust Estate) have in fact been filed, and all taxes, assessments, fees and other governmental charges upon the Issuer, or upon any of the properties, income or franchises shown to be waiveddue and payable on such returns have been, or will be, paid or are being contested in good faith by appropriate proceedings with respect to which the Agent has received written notice. To the knowledge of the Issuer, all such tax returns are true and correct and the Issuer has no knowledge of any proposed additional tax assessment against it in any material amount nor of any basis therefor. (q) All information heretofore furnished by the Issuer for purposes of or in connection with any of the Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Issuer will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (r) Since June 30, 2006, no event has occurred that would have a material adverse effect on (i) the financial condition or operations of Issuer, (ii) the ability of Issuer to perform its obligations under the Transaction Documents, or (iii) the collectibility of the Receivables generally or any material portion of the Receivables. (s) The Issuer has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a material adverse effect on the Issuer, any Noteholder, any Receivable or other part of the Trust Estate.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants (x) with respect to itself and each Grantor that is a party to this Agreement on the Initial Closing Date, as of the Initial Closing Date, (y) with respect to each Grantor that becomes a party to this Agreement thereafter, as of the date such Grantor becomes a party to this Agreement, and (z) with respect to the Collateral identified in Section 2.01, as of the date such Collateral becomes part of the Collateral, as follows: (a) With respect to Each Grantor is the Mortgage Notes, the Issuer represents legal and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor beneficial owner of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes Collateral pledged by it hereunder free and clear of any lienand all Encumbrances (other than Permitted Encumbrances). No effective financing statement, claim aircraft mortgage, engine mortgage, security agreement, title reservation agreement or encumbrance other instrument similar in effect (which, for the avoidance of doubt, shall not include any Contract of Sale in favor of any Person;Grantor) covering all or any part of the Collateral or any International Interest in respect thereof is on file in any recording office including the International Registry, except such as may have been filed in favor of the Security Trustee relating to the Collateral. (ivb) The Issuer has received all consents This Agreement creates a valid and, upon the taking of the actions required hereby and approvals required by the terms Local Law Security Documents, perfected security interest in the Collateral (other than (a) the Assets and Assigned Leases to the extent the registrations and filings provided in Section 3.12 are insufficient for such purpose, (b) with respect to insurance policies to the extent that Article 9 of the Mortgage Notes UCC does not apply to such Collateral and (c) letters of credit, except to the pledge extent any such letter of credit constitutes supporting obligations of any Assigned Lease) as security for the Mortgage Notes hereunder Secured Obligations subject in priority to no other Encumbrances (other than Permitted Encumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest have been (or in the case of future Collateral will be) duly taken (but only to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered extent provided in Section 3.12 with respect to the Indenture Trustee (or its custodian#4821-3610-4420v6 Assets and Assigned Leases), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) . Other than the security interest granted to the Indenture Security Trustee pursuant to this IndentureAgreement or any security interest previously granted that shall be terminated, released and/or discharged as of the Issuer date hereof, no Grantor has not pledged, assigned, sold, sold or granted a security interest in, or otherwise conveyed in any of the Mortgage Notes. The Issuer has not authorized the filing of Collateral or authorized, and is not aware of of, the filing of, any financing statements or other instruments similar in effect or the registration of any International Interest or Prospective International Interest against any Grantor, any Asset or the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement or registration of an International Interest or Prospective International Interest relating to the security interest granted to the Indenture Security Trustee hereunder or otherwise in respect of Required Cape Town Registrations or that has been terminated (or that relate to any security interest previously granted that has been terminated and such filing is in the course of being terminated), in each case as of the date this representation and warranty is given as to such Grantor, Asset and Collateral. The Issuer is not aware of any There are no judgment or tax lien filings against the Issuer; andany Grantor. (viiic) The name of each Grantor as it appears on the signature pages hereto or on the applicable Grantor Supplement is its name as it appears on the public record of its jurisdiction of organization or incorporation or, in the case of a trust, is the name specified for the trust in its organizational documents and indicates that it is a trust. (d) No consent of any Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement or any other Related Document by such Grantor, or (iii) for the perfection, priority or maintenance of the pledge, assignment and security interest created hereby (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases), except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) such filings with the FAA and any other Applicable Aviation Authority, (D) such other filings or consents as are required under other relevant local law and (E) consents to, or authorizations or approvals of, filings, in each case that have been or will be given, obtained or made, as the case may be. (e) The jurisdiction of organization of each Grantor is set forth on Schedule III, as supplemented by any Grantor Supplement executed and delivered by a Grantor, and, if applicable to determine the location of the Grantor for purposes of the UCC, the office where each Grantor keeps records of or relating to the Collateral is located at the address specified opposite the name of such Grantor on Schedule III, as supplemented by any Grantor Supplement executed and delivered by a Grantor. (f) The Pledged Stock constitutes the percentage of the issued and outstanding Stock of the issuers thereof indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. The Pledged Beneficial Interests constitute the percentage of the Beneficial Interests of the issuers thereof indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. #4821-3610-4420v6 (g) If such Grantor is the lessor under a Cape Town Lease, upon the registration of such Cape Town Lease as an International Interest, it shall have the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Collateral. (h) The Pledged Stock and the Pledged Beneficial Interests (and, as applicable, the interests constituting the Membership Interest Collateral (if any)) (i) have been duly authorized and validly issued and are fully paid up and nonassessable (or, in the case of the Pledged Beneficial Interests (or, as applicable, Membership Interest Collateral), not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer other than in favor of Lessees or otherwise as permitted or required under the Indenture and (ii) constitute all of the outstanding shares of capital stock, all of the beneficial interests and, as applicable, all of the membership interests in all of the direct and indirect Issuer Subsidiaries as of the date hereof. The Pledged Debt has been duly authorized, authenticated or issued and delivered, is the legal, valid and binding obligation of each obligor thereunder and is not in default. (i) The Pledged Stock and the Pledged Beneficial Interests constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, other than (i) the Membership Interest Collateral that does not expressly provide that such Membership Interest Collateral shall be governed by Article 8 of the UCC as in effect in the jurisdiction of the issuer of such Membership Interest Collateral, (ii) any Pledged Stock or Pledged Beneficial Interests which constitute “uncertificated securities” within the meaning of Section 8-102(a)(18) of the UCC or (iii) any Pledged Beneficial Interests which do not constitute “securities” within the meaning of Section 8-102(a)(15) of the UCC. The Pledged Stock and the Pledged Beneficial Interests that constitute certificated securities have been delivered to the Security Trustee and either (A) are in bearer form, (B) have been indorsed, by an effective indorsement, to the Security Trustee or in blank or (C) have been registered in the name of the Security Trustee. The Security Trustee is the registered holder of the Pledged Stock and the Pledged Beneficial Interests constituting uncertificated securities which are registered. None of the Mortgage Notes has Pledged Stock or the Pledged Beneficial Interests that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Security Trustee. (bj) The representations A true and warranties set forth complete copy of each Assigned Agreement in this Section 3.22 shall survive effect on the Initial Closing Date or on the date of any Grantor Supplement or Collateral Supplement, as applicable, has been delivered to the Security Trustee. Each Assigned Agreement as of the Initial Closing Date or as of the date of any Grantor Supplement or Collateral Supplement, as applicable, has been duly authorized, executed and shall not delivered by the relevant Grantor, will be waivedin full force and effect and will be binding upon and enforceable against all parties thereto in accordance with its terms. (k) A true and complete certified copy of each Lease to which any Issuer Group Member is a party will be delivered to the Security Trustee within 10 Business Days of #4821-3610-4420v6 the Purchase Date of the related Asset (or the Issuer Subsidiary owning such Asset) in the case of any Initial Lease or, in the case of any other Lease, within 10 Business Days of entry into such Lease. Each such Lease is in full force and effect and is binding and enforceable against each Issuer Group Member which is a party thereto in accordance with its terms. (l) A true and complete certified copy of each Part-Out Agreement to which any Issuer Group Member is a party will be delivered to the Security Trustee within 10 Business Days of the relevant Delivery Date of the related Asset (or the Issuer Subsidiary owning such Asset) in the case of any Part-Out Agreement existing on the date hereof or, in the case of any other Part-Out Agreement, within 10 Business Days of entry into such Part-Out Agreement. Each such Part-Out Agreement is in full force and effect and is binding and enforceable against each Issuer Group Member which is a party thereto in accordance with its terms. (m) Each Account that exists on the Initial Closing Date or that is established and maintained thereafter in accordance with Sections 3.01 of the Indenture constitutes a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC and, to the extent that the Trustee invests the Balance therein in Permitted Investments, a “securities account” within the meaning of Section 8-501 of the UCC. (n) Each of the Hedge Agreements and the Asset Interests constitute “general intangibles” within the meaning of Section 9-102(a)(42) of the UCC.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage NotesThe Issuer represents, the Issuer represents warrants and warrants covenants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iiia) The Issuer owns is a public body, corporate and politic, duly organized and validly existing under the laws of the State. Under the provisions of the Act, the Issuer has good title the power to enter into the transactions on its part contemplated by this Loan Agreement, the Indenture and the Regulatory Agreement (collectively, the “Issuer Documents”) and to carry out its obligations hereunder and thereunder. The financing of the Project constitutes and will constitute a permissible public purpose under the Act. By proper action, the Issuer has authorized the execution, delivery and due performance of its obligations under the Issuer Documents. (b) Neither the execution and delivery of the Bonds and the Issuer Documents, nor the Issuer’s compliance with the terms, conditions or provisions on the part of the Issuer in the Bonds and the Issuer Documents, to the Mortgage Notes free and clear knowledge of the Issuer, conflicts in any material respect with or results in a material breach of any lienof the terms, claim conditions or encumbrance provisions of any Person;constitution or statute of the State, or of any agreement, instrument, judgment, order or decree to which the Issuer is now a party or by which it is bound or constitutes a material default by the Issuer under any of the foregoing. (ivc) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), Except as set forth otherwise provided in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledgedcreated and will not create any debt, assigned, sold, granted a security interest in, lien or otherwise conveyed any charge upon the revenues pledged to the repayment of the Mortgage NotesBonds under the Indenture, and has not made and will not make any pledge or assignment of or create any encumbrance thereon, other than the pledge and assignment thereof under the Indenture. (d) The Issuer has complied and will comply with all material provisions of the Act to be complied with by the Issuer applicable to the Bonds and the transactions contemplated by this Loan Agreement and the other Issuer Documents. (e) The Bonds are being issued under the Indenture, and are secured by the Indenture, pursuant to which the Issuer’s interest in this Loan Agreement (other than the Reserved Rights) is pledged and assigned to the Bondowner Representative. The Issuer covenants that it has not authorized pledged and will not pledge or assign its interest in this Loan Agreement other than to the filing Bondowner Representative under the Indenture. (f) No litigation or administrative action of any nature has been served on it and is not aware now pending (i) seeking to restrain or enjoin the execution and delivery of the Indenture, this Loan Agreement or the Regulatory Agreement, or in any financing statements against manner questioning the proceedings or authority relating thereto or otherwise affecting the validity of the Bonds, or (ii) challenging the existence or authority of the Issuer or that include a description of its present or former members or officers and, to the knowledge of the collateral covering Issuer, none of the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminatedforegoing are threatened. The Issuer is not aware of any judgment makes no representation or tax lien filings against warranty that the Issuer; and (viii) None Project will be adequate or sufficient for the purposes of the Mortgage Notes has Borrower. Nothing in this Agreement shall be construed as requiring the Authority to provide any marks financing for the Project or notations indicating that they have been pledgedto provide sufficient moneys for all of the cost of financing the Project, assigned or otherwise conveyed to any Person other than the Indenture Trusteeproceeds of the Bonds. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer hereby represents and warrants that: (ia) This Indenture this Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (iib) The Mortgage Notes constitute the Collateral constitutes “instruments” within the meaning of the applicable UCC; (iiic) The the Issuer owns and has good and marketable title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person; (ivd) The the Issuer has received all consents and approvals required by the terms of the Mortgage Notes Collateral to pledge the pledge of the Mortgage Notes Collateral hereunder to the Indenture Trustee; (ve) All the Issuer has caused or will have caused, within ten days from the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder; (f) all original executed copies of each Mortgage Note that constitute or evidence the Collateral have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreementapplicable Custodian on behalf of the Indenture Trustee; (vig) The the Issuer has received a written acknowledgement acknowledgment from the Indenture Trustee (or its custodian) applicable Custodian that it such Custodian is holding the Mortgage Notes that constitute or evidence the Collateral solely on behalf and for the benefit of the Indenture Trustee; (viih) Other other than the security interest granted to the Indenture Trustee pursuant to this IndentureAgreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viiii) None none of the Mortgage Notes that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeSecured Party. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer hereby represents and warrants thatto the Purchasers as follows: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iva) The Issuer has received all consents been incorporated and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of organized and is not aware a valid and subsisting corporation and in good standing under the laws of any financing statements against its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteeproperty and assets thereof. (b) The Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares, the finders Shares and the finders Warrant Shares if applicable. (c) The common shares of the Issuer are, and at the time of issue of the Securities will be, listed on the Exchange or other recognized stock exchange. (d) The Issuer has full corporate power and authority to enter into this Subscription Agreement and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and the Issuer has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and to observe and perform the provisions of this Agreement in accordance with the provisions hereof including, without limitation, the issue of the Purchased Securities to the Subscriber for the consideration and upon the terms and conditions set forth herein. (e) This Agreement has been authorized, executed and delivered by the Issuer and constitutes a valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms. The representations and warranties set forth of the Issuer contained in this Section 3.22 Agreement shall survive the Closing Date be true Subscription Agreement (with related appendices, acknowledgements, provisions and shall not be waived.forms) Page 12 of 20 pages

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants that: (ia) This Indenture creates It is a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor municipal corporation of the Indenture TrusteeState of Wisconsin. Under the provisions of the Act and the Constitution of the State of Wisconsin, which security interest the Issuer is prior authorized to all other liensenter into, execute and deliver this Loan Agreement and the Trust Indenture, and is enforceable as such against creditors of to undertake the transactions contemplated by this Loan Agreement and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within Trust indenture, to issue the meaning of Bonds and to carry out its obligations hereunder and under the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) Trust Indenture. The Issuer has received all consents adopted a resolution on November 29, 1982, authorizing the execution and approvals required by delivery of this Loan Agreement and the terms Trust Indenture and the issuance of the Mortgage Bonds. (b) It will assist in financing the cost of paying the principal of and premium, if any, and interest on the Notes by loaning to the pledge Corporation the proceeds of the Mortgage sale of the Bonds. The Corporation has estimated that the cost of paying the principal of and premium, if any, and interest on the Notes hereunder will equal or exceed $9,700,000, and on that basis and without any independent investigation thereof, the Issuer agrees to issue the Indenture Trustee;Bonds in the aggregate principal amount of $9,700,000. (vc) All original executed copies of each Mortgage Note have been or The Bonds will be delivered issued under the Trust Indenture and will mature on such dates and bear interest at such rates and will be subject to redemption at the Indenture Trustee (or its custodian), time and at the redemption prices as set forth in the Transfer and Servicing Agreement;Trust Indenture. (vid) The Issuer has received a written acknowledgement It will not assign or pledge the Loan Payments hereunder or any other amounts derived from the Indenture Trustee (Project or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pledged pursuant to this IndentureLoan Agreement or the Trust Indenture other than to secure the Bonds. (e) To the best of its knowledge, information and belief, the Project is of the type permitted by the Act, and the Issuer has not pledgedis issuing the Bonds to accomplish the refunding of the Notes heretofore issued for the purpose of providing funds to loan to the Corporation to pay the cost of the Project so as to achieve the public purposes of the Act. (f) Neither the execution or delivery of this Loan Agreement or the consummation of the transactions contemplated herein, assigned, sold, granted nor the fulfillment of or compliance with the terms hereof will conflict with or result in a security interest in, or otherwise conveyed breach of any of the Mortgage Notes. The Issuer has not authorized the filing terms of, or constitute a default under any ordinance, indenture, mortgage, deed of and is not aware of any financing statements against trust or other agreement or instrument to which the Issuer that include is now a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder party or that has been terminated. The Issuer by which it is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteebound. (bg) The representations All necessary authorizations, approvals, consents and warranties set forth other orders of any Wisconsin governmental authority or agency for the execution and delivery by the Issuer of this Loan Agreement have been obtained and are in this Section 3.22 shall survive the Closing Date full force and shall not be waivedeffect.

Representations and Warranties of the Issuer. The Issuer makes the following representations as the basis for the undertakings herein contained: (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware a body corporate and politic, an instrumentality of any judgment or tax lien filings against the Issuer; and (viii) None Wayne County and a public corporation of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than State organized and exixxxxx under the Indenture TrusteeAct. (b) The representations Issuer has the power to issue its Bonds, to use the proceeds from the sale of the Bonds pursuant to the provisions of this Agreement to finance the acquisition, construction and warranties equipping of the Project, and to lease the Project to the Lessee hereunder, such actions being in furtherance of the purposes for which the Issuer was organized. (c) The Issuer proposes to issue its Bonds, in the aggregate principal amount of not to exceed $4,900,000 to provide amounts necessary to finance all or a part of the Cost of the Project; the Bonds are to be issued under the Indenture pursuant to which the Issuer's interest in the payments of Basic Rent to be made by the Lessee and the Issuer's rights in, to and under this Agreement (except for certain retained rights) will be assigned and pledged by the Issuer to the Trustee as security for payment of the principal of, redemption premium, if any, and interest on the Bonds. (d) The Issuer has the power to enter into this Agreement and the Indenture and to carry out its obligations hereunder and thereunder and to issue the Bonds to finance the Cost of the Project; by proper action has duly authorized the execution and delivery of this Agreement and the Indenture, the performance of its obligations hereunder and thereunder and the issuance of the Bonds; and, simultaneously with the execution and delivery of this Agreement, has duly executed and delivered the Indenture and issued the Bonds. (e) The Issuer hereby finds that the financing of the Project and the leasing thereof to Lessee for operation will serve the purposes of the Act. (f) To the best of the Issuer's knowledge, the Issuer is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in default under any instrument under or subject to which any indebtedness for borrowed money has been incurred, and no event has occurred and is continuing under the provisions of any such instrument that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (g) The Issuer is not, to the knowledge of its officers, (1) in violation of the Act or any existing law, rule or regulation applicable to it or (2) in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind by which it or any of its assets are or may be bound or affected. To the best of the Issuer's knowledge, the execution and delivery by the Issuer of this Agreement, the Indenture and the Bonds and compliance with the terms and conditions hereof and thereof will not conflict with or result in the breach of or constitute a default under any of the above described instruments or other restrictions. (h) To the best of the Issuer's knowledge, no further approval, consent or withholding of objection on the part of any Federal, state or local regulatory body, is required in connection with (1) the execution, issuance, sale and delivery of the Bonds by the Issuer, (2) the execution or delivery of or compliance by the Issuer with the terms and conditions of this Agreement and the Indenture, or (3) the assignment by the Issuer of its rights under this Agreement. To the best of Issuer's knowledge, the consummation by the Issuer of the transactions set forth in the manner and under the terms and conditions as provided herein will comply with all applicable state, local or Federal laws and any rules and regulations promulgated thereunder by any regulatory authority or agency. (i) To the best of Issuer's knowledge, no litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or threatened against the Issuer with respect to (1) the organization and existence of the Issuer, (2) its authority to execute or deliver this Agreement, the Indenture or the Bonds, (3) the validity or enforceability of this Agreement, the Indenture or the Bonds, or the transactions contemplated hereby or thereby, (4) the title of any officer of the Issuer who executed this Agreement, the Indenture or the Bonds, or (5) any authority or proceedings related to the execution and delivery of this Agreement, the Indenture or the Bonds, on behalf of the Issuer, and no such authority or proceedings have been repealed, revoked, rescinded or amended but are in full force and effect. (j) The Issuer authorizes the Lessee, subject to the terms and conditions set forth in this Section 3.22 Agreement, which terms and conditions the Issuer determines to be necessary, desirable and proper, to provide for the acquisition, construction and equipping of the Project by such means as shall survive be available to the Closing Date Lessee and shall not in the manner determined by the Lessee, without any responsibility or liability of the Issuer therefor. (k) Neither this Agreement, the Basic Rent payable by the Lessee hereunder nor any of the revenues to be waivedreceived hereunder have been pledged or hypothecated by the Issuer in any manner or for any purpose other than as provided in the Indenture as security for the payment of the Bonds.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the each applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute either “instrumentspromissory notes” or “general intangibles” within the meaning of the each applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes Loans to the pledge of the Mortgage Notes Loans hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes Loans solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of of, and is not aware of of, any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the each applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “either "instruments” " or "general intangibles" within the meaning of the each applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes Loans to the pledge of the Mortgage Notes Loans hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer Sale and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes Loans solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of of, and is not aware of of, any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and; (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; and (ix) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. The Issuer makes the following representations as the basis for the undertakings herein contained: (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against duly organized, existing and in good standing under the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeAct. (b) The representations Issuer has the power to finance the acquisition, construction and warranties installing of the Project from the proceeds of the sale of the Bonds and to loan the Company the proceeds from the sale of the Bonds pursuant to the provisions of this Loan Agreement, such loan being in furtherance of the purposes for which the Issuer was organized. (c) The Issuer proposes to issue its Bonds in the aggregate principal amount of $8,100,000 to provide amounts necessary to finance the Cost of the Project under the Indenture pursuant to which the Issuer's interest in this Loan Agreement and the revenues and receipts therefrom, including the Note and the payments thereon by the Company, will be assigned and pledged by the Issuer to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (d) The Issuer has the power to enter into this Loan Agreement and the Indenture and to carry out its obligations hereunder and thereunder and to issue the Bonds to finance the Cost of the Project; by proper action has duly authorized the execution and delivery of this Loan Agreement and the Indenture, the performance of its obligations hereunder and thereunder and the issuance of the Bonds; and, simultaneously with the execution and delivery of this Loan Agreement, has duly executed and delivered the Indenture and issued the Bonds. (e) The Issuer hereby finds that the financing of the Project will serve the purposes of the Act. (f) The Issuer is not in default in the payment of the principal of or interest on any of its indebtedness for borrowed money and is not in default under any instrument under or subject to which any indebtedness for borrowed money has been incurred, and no event has occurred and is continuing under the provisions of any such instrument that with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. (g) The Issuer is not, to the knowledge of its officers, (1) in violation of the resolution creating it or any existing law, rule or regulation applicable to it or (2) in default under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind by which it or any of its assets are or may be bound or affected. To the best of Issuer's knowledge, the execution and delivery by the Issuer of this Loan Agreement, the Indenture and the Bonds and compliance with the terms and conditions hereof and thereof will not conflict with or result in the breach of or constitute a default under any of the above described instruments or other restrictions. (h) To the best of Issuer's knowledge, no further approval, consent or withholding of objection on the part of any Federal, state or local regulatory body, is required in connection with (1) the execution, issuance, sale and delivery of the Bonds by the Issuer or (2) the execution or delivery of or compliance by the Issuer with the terms and conditions of this Loan Agreement and the Indenture, or (3) the assignment by the Issuer of its rights under the Loan Agreement and the Note. To the best of Issuer's knowledge, the consummation by the Issuer of the transactions set forth in the manner and under the terms and conditions as provided herein will comply with all applicable state, local or Federal laws and any rules and regulations promulgated thereunder by any regulatory authority or agency. (i) To the best of Issuer's knowledge, no litigation, inquiry or investigation of any kind in or by any judicial or administrative court or agency is pending or threatened against the Issuer with respect to (1) the organization and existence of the Issuer, (2) its authority to execute or deliver this Loan Agreement, the Indenture or the Bonds, (3) the validity or enforceability of this Loan Agreement, the Indenture or the Bonds, or the transactions contemplated hereby or thereby, (4) the title of any officer of the Issuer who executed this Loan Agreement, the Indenture or the Bonds, or (5) any authority or proceedings related to the execution and delivery of this Loan Agreement, the Indenture or the Bonds, on behalf of the Issuer, and no such authority or proceedings have been repealed, revoked, rescinded or amended but are in full force and effect. (j) The Issuer authorizes the Company, subject to the terms and conditions set forth in this Section 3.22 Loan Agreement, which terms and conditions the Issuer determines to be necessary, desirable and proper, to provide for the acquisition, construction and equipping of the Project by such means as shall survive be available to the Closing Date Company and shall not in the manner determined by the Company, without any responsibility or liability of the Issuer therefore. (k) Neither this Loan Agreement, the Note and the payments thereon by the Company nor any of the revenues to be waivedreceived hereunder or thereunder have been pledged or hypothecated by the Issuer in any manner or for any purpose other than as provided in the Indenture as security for the payment of the Bonds.

Representations and Warranties of the Issuer. The Issuer represents (a) With respect as of the Effective Date and as of each date on which a Loan is made by the Subclass B-2 Noteholders pursuant to the Mortgage NotesSupplement, unless otherwise indicated) and warrants to, and agrees with, the Issuer represents and warrants Subclass B-2 Note Purchaser that: (i) This Indenture creates The Issuer is a valid limited liability company duly organized, validly existing and continuing security interest (as defined in good standing under the laws of the State of Delaware, with its chief executive office located at 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000, and has the power to own its assets and to engage in the applicable Uniform Commercial Code (activities in which it is presently engaged and is duly qualified and in good standing under the “UCC”) in laws of each jurisdiction where its ownership of property or the Mortgage Notes in favor 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 Indenture Trustee, Issuer or on the enforceability of the Subclass B-2 Note or the ability of the Issuer to perform its obligations under this Agreement and the other Related Documents to which security interest it is prior to all a party. One hundred percent of the beneficial ownership of the Issuer is owned by Xxxxxx Lease Finance Corporation (“WLFC”). The Issuer has no subsidiaries other liens, and is enforceable as such against creditors of and purchasers from the Issuerthan WLFC Funding (Ireland) Limited; (ii) The Mortgage Notes constitute 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 “instruments” within Issuer Documents”); the meaning execution, delivery, and performance of the applicable UCCIssuer Documents by the Issuer have been duly authorized by the Issuer by all necessary action, the Issuer Documents, other than the Subclass B-2 Notes and the Subclass A-2 Notes, have been duly executed and delivered by the Issuer, and each of the Subclass B-2 Notes and the Subclass A-2 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 Subclass B-2 Notes and the Subclass A-2 Notes), assuming due authorization, execution and delivery by the other parties thereto, constitutes, and the Subclass B-2 Notes and the Subclass A-2 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 with its terms, except that such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) The consummation of the transactions contemplated by the Issuer owns Documents and has good title the fulfillment of the terms therein will not conflict with or result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Issuer, or any indenture, agreement, mortgage, deed of trust, commitment letter or funding arrangement with any lending institution or investment bank or other instrument to which the Mortgage Notes free and clear Issuer is a party or by which it is bound, or result in the creation or imposition of any lien, claim or encumbrance upon any of any Person; (iv) The Issuer has received all consents and approvals required by its properties pursuant to the terms of the Mortgage Notes to the pledge such indenture, agreement, mortgage, deed of the Mortgage Notes hereunder trust, commitment letter or funding arrangement with any lending institution or investment bank or other such instrument, other than as created pursuant to the Indenture Trusteeand the Supplement, or violate any law or, any order, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or any of its properties and there are no legal or governmental proceedings pending or, to the best knowledge of the Issuer, threatened or contemplated that would result in a material modification or revocation thereof; (v) There are 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 B-2 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 original executed copies approvals, authorizations, consents, orders or other actions of each Mortgage Note 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 delivered taken or obtained on or prior to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture TrusteeEffective Date; (vii) Other than the security interest granted No written materials delivered to the Indenture Trustee pursuant Subclass B-2 Note Purchaser by or on behalf of the Issuer in connection with the sale of the Subclass B-2 Note contain any untrue statement of a material fact or omit a material fact necessary to this Indenturemake 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 pledgeddisclosed to the Purchaser’s Agent in writing which materially adversely affects or, assignedso far as the Issuer can now reasonably foresee, soldwill 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 B-2 Note Purchaser shall be entitled to rely on such representations and warranties; (x) Any taxes, granted 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 of the proceeds from the sale of the Subclass B-2 Note) will violate or result in a security interest inviolation of Section 7 of the Exchange Act, or otherwise conveyed any regulations issued pursuant thereto; (xii) Concurrently with the execution and delivery of this Agreement, the Issuer is executing no other note purchase agreement with respect to the Subclass B-2 Note; (xiii) The Issuer is not an “investment company” within the meaning of the Mortgage Notes. Investment Company Act of 1940, as amended; (xiv) For so long as the Series 2002-1 Class A and Class B Notes are the only Notes outstanding under the Indenture, each of the Indenture and the Supplement need not be qualified as an “indenture” pursuant to the terms of the Trust Indenture Act of 1939, as amended; (xv) The Issuer has not authorized taken and will not take, directly or indirectly, any action, prohibited by Rules 101 and 102 under Regulation M of the filing Securities and Exchange Commission in connection with the offering of the Class B Notes and the Class A Notes; (xvi) To the extent that the Securities Act may be deemed to apply to the Class B Notes and the Class A Notes and the Loans, neither the Issuer nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) of the Issuer has directly, or through any agent, including, without limitation, the Purchaser’s Agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of; any security (as defined in the Securities Act) which is or will be integrated with the sale of the Class B Notes and the Class A Notes in a manner that would render the issuance and sale of the Subclass B-2 Note a violation of the Securities Act or require the registration of the Class B Notes and the Class A Notes under the Securities Act or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Class B Notes and the Class A Notes; (xvii) To the extent that the Securities Act may be deemed to apply to the Class B Notes and the Class A Notes and the Loans, it is not necessary in connection with the offer, sale and delivery of the Class B Notes and the Class A Notes in the manner contemplated by this Agreement or the Subclass B-1 Note Purchase Agreement or the Class A Notes in the manner contemplated by the Class A Note Purchase Agreements to register the Class B Notes or the Class A Notes under the Securities Act assuming that the Subclass B-2 Note Purchaser is an “accredited investor” as defined in Regulation D under the Securities Act; (xviii) No event has occurred and is not aware continuing that constitutes, or with the passage of any financing statements against time or the Issuer that include a description giving of notice or both would constitute, an Early Amortization Event under, and as defined in, the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminatedIndenture. The Issuer is not aware in violation of any judgment agreement, charter instrument, bylaw or tax lien filings against the Issuer; andother instrument to which they are a party or by which they are or may be bound; (viiixix) None 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 Notes, as such payments become due and payable, in accordance with the Indenture; (xx) The Issuer agrees that it will not directly or indirectly, sell or offer to sell the Class B Notes or the Class A Notes or similar security in a manner that would render the issuance and sale of the Mortgage Class B Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed and the Class A Notes pursuant to any Person other than this Agreement a violation of Section 5 of the Indenture TrusteeSecurities Act. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants that: 2.1. The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement. 2.2. This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, in each case, subject to applicable bankruptcy, insolvency, reorganization and other laws of general applicability relating to creditors rights and, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding in equity or at law) (the “Enforceability Exceptions”). 2.3. The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions. 2.4. The offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(a)(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended. 2.5. The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer. 2.6. No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes and except where the failure to obtain such consent or action or make such filing would not reasonably be expected to result in a material adverse change in the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement. 2.7. Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (i) This Indenture creates a valid and continuing security interest (as defined result in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors properties or assets of and purchasers from the Issuer; , or (ii) violate or result in a breach or a default under any of the terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default (except with respect to the Issuer’s charter documents or by-laws) would reasonably be expected to result in a material adverse effect on the financial condition or operations of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement. 2.8. Except as disclosed in the Company Information, there is no litigation or governmental proceeding pending, or to the knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which could reasonably be expected to have a material adverse change in the financial condition, operations of the Issuer or the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement. 2.9. The Mortgage Notes constitute Issuer is not an “instrumentsinvestment company” within the meaning of the applicable UCC;Investment Company Act of 1940, as amended. (iii) The 2.10. Neither the Private Placement Memorandum nor the Company Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Issuer owns and has good title makes no representation or warranty as to Dealer Information. 2.11. Except as disclosed in the Company Information, neither the Issuer nor any of its subsidiaries, nor, to the Mortgage Notes free and clear knowledge of the Issuer, any director, officer, employee, agent or representative of the Issuer or of any lienof its subsidiaries, claim or encumbrance of has taken any Person; (iv) The Issuer has received all consents and approvals required by the terms action that would reasonably be expected to result in a violation of the Mortgage Notes Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or any equivalent applicable foreign rule or law in a manner that would be material to the pledge Issuer, including, without limitation, making an offer, payment, promise to pay, or authorizing or approving the payment or giving of the Mortgage Notes hereunder money, property, gifts or anything else of value, directly or indirectly, to the Indenture Trustee; any “government official” (v) All original executed copies including any officer or employee of each Mortgage Note have been a government or will be delivered to the Indenture Trustee (government-owned or its custodian)controlled entity or of a public international organization, as set forth or any person acting in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (an official capacity for or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notesforegoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Issuer and its subsidiaries have conducted their businesses in material compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein. 2.12. The Except as disclosed in the Company Information, the operations of the Issuer has not authorized and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the filing Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Issuer and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer or any of its subsidiaries with respect to the Anti-Money Laundering Laws is not aware pending or, to the knowledge of the Issuer, threatened. 2.13. Except as disclosed in the Company Information, (i) Neither the Issuer nor any of its subsidiaries, nor, to the knowledge of the Issuer, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any financing statements against sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, or the Bureau of Industry and Security of the U.S. Department of Commerce, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority applicable to the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and(collectively, “Sanctions”), nor (viiiB) None located, organized or resident in a country or territory that is the subject of the Mortgage Notes has any marks or notations indicating that they have been pledgedSanctions (including, assigned or otherwise conveyed to any Person other than the Indenture Trusteewithout limitation, Crimea, Cuba, Iran, Libya, North Korea, Sudan and Syria). (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to, and agrees with the Placement Agent that:, as of the date hereof and as of the Closing Date (as defined in Section 4 hereof): (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor Each of the Indenture TrusteeCommon Share PPM and the Preferred Share and Note PPM (which, which security interest is prior for purposes of this sentence shall be deemed to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning include additional materials provided to prospective investors by or on behalf of the applicable UCC; Issuer where such materials: (iiia) The Issuer owns have been reviewed and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required approved by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been Investment Manager or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The were provided by the Investment Manager to the Issuer, the Placement Agent or to prospective investors) as of the date thereof does not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 3.22 1(A)(i) do not apply to statements or omissions in the Final Common Share PPM or the Final Preferred Share and Note PPM based upon information furnished in writing by the Placement Agent regarding the Placement Agent expressly for use therein. Such information provided by the Placement Agent for the Final Common Share PPM and the Final Preferred Share and Note PPM shall survive be referred to herein as the "PLACEMENT AGENT'S INFORMATION." (ii) The Issuer has been duly organized, is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has the power and authority to own its assets, to conduct its business as described in the Final Common Share PPM and to execute, deliver and perform its obligations under this Agreement, the Custodial Agreement, the Investment Management Agreement, the Pledge and Intercreditor Agreement, the Indenture, the Fee Letter (as defined below) and any subscription or purchase agreements relating to the Common Shares between the Issuer and the purchasers named therein (collectively, the "RELATED AGREEMENTS"), except to the extent that the failure to be in good standing would not have a material adverse effect on the Issuer. (iii) Each of this Agreement, the Operating Agreement and the Related Agreements does not violate in any material respect any of the applicable provisions of the Investment Company Act or the Advisers Act. (iv) On the Closing Date Date, the anticipated capital structure of the Issuer is substantially as set forth in the Final Common Share PPM and shall the Common Shares conform in all material respects to the description of them in the Final Common Share PPM and, when issued and paid for pursuant to the terms of the subscription agreement, the Common Shares will be fully paid and non-assessable, and the issuance of such Common Shares will not be waivedsubject to any preemptive or similar right. On the Closing Date, the Common Shares will have been duly authorized by the Issuer and each of the Related Agreements will have been duly authorized by the Issuer and, when executed and delivered by the Issuer and the other parties thereto, will constitute a valid and legally binding agreement of the Issuer enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, and except as rights to indemnity thereunder may be limited by federal or state securities laws. (v) The execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, each of the Related Agreements does not and will not contravene any provision of applicable law or the Organizational Documents or any agreement or other instrument binding upon the Issuer that is material to the Issuer, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Issuer of its obligations relating to the Common Shares or under any of the Related Agreements, except such as may be required under foreign or state securities or Blue Sky laws in any jurisdiction in connection with the sale of the Common Shares, the Exemptive Order (as defined below) and such other approvals as have been obtained and are in full force and effect. (vi) The Issuer owns, possesses or has obtained all necessary consents, licenses, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, whether foreign or domestic, required for the execution, delivery or performance by the Issuer of this Agreement and to own and use its assets and to conduct its business in the manner described in the Final Common Share PPM, except for the Exemptive Order. (vii) There are no legal or governmental proceedings pending or, to the Issuer's knowledge after due inquiry, threatened to which the Issuer is a party or to which any of the assets of the Issuer is subject. (viii) Assuming that the representations, warranties and covenants made by the Placement Agent in this Agreement are true and correct and have been and will be complied with, that the representations, warranties and covenants made or deemed to be made by holders of the Common Shares in the subscription agreements relating to such Common Shares are true and correct and have been and will be complied with and that the Common Shares are offered and sold by the Placement Agent in accordance with the Final Common Share PPM, no registration of the Common Shares under the Securities Act is required for the offer, sale and delivery of the Shares. (ix) The Issuer has not taken, directly or indirectly, any action prohibited by Rule 102 of Regulation M under the U.S. Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). (x) Neither the Issuer nor any of its affiliates as defined in Rule 501(b) of Regulation D under the Securities Act (each, an "AFFILIATE") has directly, or through any agent, (a) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the Securities or (b) engaged in any form of general solicitation or general advertising in connection with the offering of Securities (as those terms are used in Regulation D under the Securities Act) or sold, offered for sale or solicited offers to buy Securities in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (xi) The Final Common Share PPM complies in all material respects with the applicable requirements of Regulation D under the Securities Act. (xii) Based on the procedures set forth in the Organizational Documents, the Issuer has a reasonable belief that initial sales and subsequent transfers of the Common Shares will be limited to persons who are Qualified Investors. (xiii) The Issuer intends to elect and to qualify for the special tax treatment afforded to registered investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the "CODE"). (xiv) On the Closing Date, the Issuer will have complied and will continue to comply in all material respects with all applicable statutes, rules, regulations and orders, enforced or promulgated by the SEC. (xv) There is no action, suit or proceeding before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, foreign or domestic, now pending, or to the knowledge of the Issuer, threatened against or affecting the Issuer, which might result in any material adverse change in the condition, financial or otherwise, business affairs or business prospects of the Issuer or might materially adversely affect the properties or assets of the Issuer. (xvi) When filed and at any time thereafter, the Notification and the Registration Statement will not contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (xvii) Except for that certain exemptive relief requested from the SEC by application, by the Issuer, the Investment Manager and JGD Management Corp. ("JGD") under Section 17(d) of the Investment Company Act (the "EXEMPTIVE ORDER"), no other consent, approval, exemptive order, authorization or order of any court, governmental agency or body or securities exchange or association, whether foreign or domestic, is required for the consummation of the transactions contemplated in, or the performance by the Issuer of its obligations under, this Agreement, the Operating Agreement or the Related Agreements, except such as (a) have been obtained under the Securities Act, the Investment Company Act, or the Advisers Act, and (b) may be required under foreign or state securities or Blue Sky laws, in connection with the placement of Common Shares by the Placement Agent pursuant to this Agreement. (xviii) The Issuer represents that it has policies, procedures and internal controls in place that are reasonably designed to comply with all anti-money laundering laws and regulations applicable to it, including applicable provisions of the USA PATRIOT Act of 2001 and the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control.

Representations and Warranties of the Issuer. The Issuer represents (a) With respect as of the Effective Date and as of each date on which a Loan is made by the Subclass A-2 Noteholders pursuant to the Mortgage NotesSupplement, unless otherwise indicated) and warrants to, and agrees with, the Issuer represents and warrants Subclass A-2 Note Purchaser that: (i) This Indenture creates The Issuer is a valid limited liability company duly organized, validly existing and continuing security interest (as defined in good standing under the laws of the State of Delaware, with its chief executive office located at 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000, and has the power to own its assets and to engage in the applicable Uniform Commercial Code (activities in which it is presently engaged and is duly qualified and in good standing under the “UCC”) in laws of each jurisdiction where its ownership of property or the Mortgage Notes in favor 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 Indenture Trustee, Issuer or on the enforceability of the Subclass A-2 Note or the ability of the Issuer to perform its obligations under this Agreement and the other Related Documents to which security interest it is prior to all a party. One hundred percent of the beneficial ownership of the Issuer is owned by Xxxxxx Lease Finance Corporation (“WLFC”). The Issuer has no subsidiaries other liens, and is enforceable as such against creditors of and purchasers from the Issuerthan WLFC Funding (Ireland) Limited; (ii) The Mortgage Notes constitute 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 “instruments” within Issuer Documents”); the meaning execution, delivery, and performance of the applicable UCCIssuer Documents by the Issuer have been duly authorized by the Issuer by all necessary action, the Issuer Documents, other than the Subclass A-2 Notes and the Subclass B-2 Notes, have been duly executed and delivered by the Issuer, and each of the Subclass A-2 Notes and the Subclass B-2 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 Subclass A-2 Notes and the Subclass B-2 Notes), assuming due authorization, execution and delivery by the other parties thereto, constitutes, and the Subclass A-2 Notes and the Subclass B-2 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 with its terms, except that such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) The consummation of the transactions contemplated by the Issuer owns Documents and has good title the fulfillment of the terms therein will not conflict with or result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Issuer, or any indenture, agreement, mortgage, deed of trust, commitment letter or funding arrangement with any lending institution or investment bank or other instrument to which the Mortgage Notes free and clear Issuer is a party or by which it is bound, or result in the creation or imposition of any lien, claim or encumbrance upon any of any Person; (iv) The Issuer has received all consents and approvals required by its properties pursuant to the terms of the Mortgage Notes to the pledge such indenture, agreement, mortgage, deed of the Mortgage Notes hereunder trust, commitment letter or funding arrangement with any lending institution or investment bank or other such instrument, other than as created pursuant to the Indenture Trusteeand the Supplement, or violate any law or, any order, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or any of its properties and there are no legal or governmental proceedings pending or, to the best knowledge of the Issuer, threatened or contemplated that would result in a material modification or revocation thereof; (v) There are 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-2 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 original executed copies approvals, authorizations, consents, orders or other actions of each Mortgage Note 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 delivered taken or obtained on or prior to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture TrusteeEffective Date; (vii) Other than the security interest granted No written materials delivered to the Indenture Trustee pursuant Subclass A-2 Note Purchaser by or on behalf of the Issuer in connection with the sale of the Subclass A-2 Note contain any untrue statement of a material fact or omit a material fact necessary to this Indenturemake 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 pledgeddisclosed to the Purchaser’s Agent in writing which materially adversely affects or, assignedso far as the Issuer can now reasonably foresee, soldwill 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-2 Note Purchaser shall be entitled to rely on such representations and warranties; (x) Any taxes, granted 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 of the proceeds from the sale of the Subclass A-2 Note) will violate or result in a security interest inviolation of Section 7 of the Exchange Act, or otherwise conveyed any regulations issued pursuant thereto; (xii) Concurrently with the execution and delivery of this Agreement, the Issuer is executing no other note purchase agreement with respect to the Subclass A-2 Note; (xiii) The Issuer is not an “investment company” within the meaning of the Mortgage Notes. Investment Company Act of 1940, as amended; (xiv) For so long as the Series 2002-1 Class A and Class B Notes are the only Notes outstanding under the Indenture, each of the Indenture and the Supplement need not be qualified as an “indenture” pursuant to the terms of the Trust Indenture Act of 1939, as amended; (xv) The Issuer has not authorized taken and will not take, directly or indirectly, any action, prohibited by Rules 101 and 102 under Regulation M of the filing Securities and Exchange Commission in connection with the offering of the Class B Notes and the Class A Notes; (xvi) To the extent that the Securities Act may be deemed to apply to the Class B Notes and the Class A Notes and the Loans, neither the Issuer nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) of the Issuer has directly, or through any agent, including, without limitation, the Purchaser’s Agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of; any security (as defined in the Securities Act) which is or will be integrated with the sale of the Class B Notes and the Class A Notes in a manner that would render the issuance and sale of the Class A Notes or the Class B Notes a violation of the Securities Act or require the registration of the Class B Notes or the Class A Notes under the Securities Act or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Class B Notes and the Class A Notes; (xvii) To the extent that the Securities Act may be deemed to apply to the Class B Notes and the Class A Notes and the Loans, it is not necessary in connection with the offer, sale and delivery of the Class B Notes and the Class A Notes in the manner contemplated by this Agreement or the Subclass A-1 Note Purchase Agreement or the Class B Notes in the manner contemplated by the Class B Note Purchase Agreements to register the Class B Notes or the Class A Notes under the Securities Act assuming that the Subclass A-2 Note Purchaser is an “accredited investor” as defined in Regulation D under the Securities Act; (xviii) No event has occurred and is not aware continuing that constitutes, or with the passage of any financing statements against time or the Issuer that include a description giving of notice or both would constitute, an Early Amortization Event under, and as defined in, the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminatedIndenture. The Issuer is not aware in violation of any judgment agreement, charter instrument, bylaw or tax lien filings against the Issuer; andother instrument to which they are a party or by which they are or may be bound; (viiixix) None 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 Notes, as such payments become due and payable, in accordance with the Indenture; (xx) The Issuer agrees that it will not directly or indirectly, sell or offer to sell the Class B Notes or the Class A Notes or similar security in a manner that would render the issuance and sale of the Mortgage Class B Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed the Class A Notes pursuant to any Person other than this Agreement a violation of Section 5 of the Indenture TrusteeSecurities Act. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants thatto the Registered Holder as of January 2, 2001 as follows: (ia) This Indenture creates Issuer is a valid corporation duly organized, existing and continuing security interest (as defined in good standing under the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor laws of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors its state of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns incorporation and has good title the corporate power to conduct the Mortgage Notes free business which it conducts and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes proposes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteeconduct. (b) The representations execution, delivery and warranties performance of the Debentures by the Issuer has been duly approved by the Board of Directors of Issuer and all other actions required to authorize and effect the offer and sale of the Debentures have been duly taken and approved. (c) The Company does not have a sufficient number of authorized and unissued shares of Common Stock which are not otherwise reserved to cover the conversion of the Debentures until such time, if any, it obtains shareholder approval to increase the authorized shares of Common Stock, at which time the Company will reserve for issuance a sufficient number of shares of Common Stock to allow for the conversion of the Debentures. (d) The Debentures have been duly and validly authorized. The Debentures and Common Stock issuable upon conversion of the Debentures (the "Conversion Shares"), when issued (assuming compliance with Section 7(a) hereof) and paid for in accordance with the terms hereof, will be fully paid and non-assessable and valid and binding obligations of the Issuer enforceable in accordance with their respective terms. (e) Issuer has obtained all licenses, permits and other governmental authorizations necessary to the conduct of its business; such licenses, permits and other governmental authorizations obtained are in full force and effect; and Issuer is in all material respects complying therewith. (f) Except as disclosed in the documents listed in Section 7(h) below, Issuer knows of no pending or threatened legal or governmental proceedings to which Issuer is a party which could materially adversely affect the business, property, financial condition or operations of the Issuer. (g) Issuer is not in violation of or default under, nor will the execution and delivery of the Debentures, the issuance of the Common Stock upon conversion of the Debentures in accordance with Section 9 hereof (and assuming compliance with Section 7(a) hereof) and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, result in this Section 3.22 shall survive a violation of, or constitute a default under the Closing Date and articles of incorporation or by-laws, the performance or observance of any material obligations, agreement, covenant or condition contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreements or instrument to which the Issuer is a party or by which it or any of its properties may be bound or in violation of any material order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign; PROVIDED, HOWEVER, that the failure to comply herewith shall not be waiveddeemed a breach hereof unless such failure would have a material adverse effect on the business, financial condition or results of operations of Issuer and its subsidiaries, taken as a whole (a "Material Adverse Effect"). (h) The financial information contained in the Issuer's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999, the Issuer's Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2000, as amended by the Issuer's Form 10- QSB/A dated July 25, 2000, the Issuer's Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2000 and the Issuer's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2000, presents fairly the financial condition of the Issuer as of the dates and for the periods indicated.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants (x) with respect to itself and each Grantor that is a party to this Agreement on the Initial Closing Date, as of the Initial Closing Date, (y) with respect to each Grantor that becomes a party to this Agreement thereafter, as of the date such Grantor becomes a party to this Agreement, and (z) with respect to the Collateral identified in Section 2.01, as of the date such Collateral becomes part of the Collateral, as follows: (a) With respect to Each Grantor is the Mortgage Notes, the Issuer represents legal and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor beneficial owner of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes Collateral pledged by it hereunder free and clear of any lienand all Encumbrances (other than Permitted Encumbrances). No effective financing statement, claim aircraft mortgage, engine mortgage, security agreement, title [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission reservation agreement or encumbrance other instrument similar in effect (which, for the avoidance of doubt, shall not include any Contract of Sale in favor of any Person;Grantor) covering all or any part of the Collateral or any International Interest in respect thereof is on file in any recording office including the International Registry, except such as may have been filed in favor of the Security Trustee relating to the Collateral. (ivb) The Issuer has received all consents This Agreement creates a valid and, upon the taking of the actions required hereby and approvals required by the terms Local Law Security Documents, perfected security interest in the Collateral (other than (a) the Assets and Assigned Leases to the extent the registrations and filings provided in Section 3.12 are insufficient for such purpose, (b) with respect to insurance policies to the extent that Article 9 of the Mortgage Notes UCC does not apply to such Collateral and (c) letters of credit, except to the pledge extent any such letter of credit constitutes supporting obligations of any Assigned Lease) as security for the Mortgage Notes hereunder Secured Obligations subject in priority to no other Encumbrances (other than Permitted Encumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest have been (or in the case of future Collateral will be) duly taken (but only to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered extent provided in Section 3.12 with respect to the Indenture Trustee (or its custodianAssets and Assigned Leases), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) . Other than the security interest granted to the Indenture Security Trustee pursuant to this IndentureAgreement or any security interest previously granted that shall be terminated, released and/or discharged as of the Issuer date hereof, no Grantor has not pledged, assigned, sold, sold or granted a security interest in, or otherwise conveyed in any of the Mortgage Notes. The Issuer has not authorized the filing of Collateral or authorized, and is not aware of of, the filing of, any financing statements or other instruments similar in effect or the registration of any International Interest or Prospective International Interest against any Grantor, any Asset or the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement or registration of an International Interest or Prospective International Interest relating to the security interest granted to the Indenture Security Trustee hereunder or otherwise in respect of Required Cape Town Registrations or that has been terminated (or that relate to any security interest previously granted that has been terminated and such filing is in the course of being terminated), in each case as of the date this representation and warranty is given as to such Grantor, Asset and Collateral. The Issuer is not aware of any There are no judgment or tax lien filings against the Issuer; andany Grantor. (viiic) The name of each Grantor as it appears on the signature pages hereto or on the applicable Grantor Supplement is its name as it appears on the public record of its jurisdiction of organization or incorporation or, in the case of a trust, is the name specified for the trust in its organizational documents and indicates that it is a trust. (d) No consent of any Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement or any other Related Document by such Grantor, or (iii) for the perfection, priority or maintenance of the pledge, assignment and security interest created hereby (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases), except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) such filings with the FAA and any other Applicable Aviation Authority, (D) such other filings or consents as are required under other [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission relevant local law and (E) consents to, or authorizations or approvals of, filings, in each case that have been or will be given, obtained or made, as the case may be. (e) The jurisdiction of organization of each Grantor is set forth on Schedule III, as supplemented by any Grantor Supplement executed and delivered by a Grantor, and, if applicable to determine the location of the Grantor for purposes of the UCC, the office where each Grantor keeps records of or relating to the Collateral is located at the address specified opposite the name of such Grantor on Schedule III, as supplemented by any Grantor Supplement executed and delivered by a Grantor. (f) The Pledged Stock constitutes the percentage of the issued and outstanding Stock of the issuers thereof indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. The Pledged Beneficial Interests constitute the percentage of the Beneficial Interests of the issuers thereof indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. (g) If such Grantor is the lessor under a Cape Town Lease, upon the registration of such Cape Town Lease as an International Interest, it shall have the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Collateral. (h) The Pledged Stock and the Pledged Beneficial Interests (and, as applicable, the interests constituting the Membership Interest Collateral (if any)) (i) have been duly authorized and validly issued and are fully paid up and nonassessable (or, in the case of the Pledged Beneficial Interests (or, as applicable, Membership Interest Collateral), not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer other than in favor of Lessees or otherwise as permitted or required under the Indenture and (ii) constitute all of the outstanding shares of capital stock, all of the beneficial interests and, as applicable, all of the membership interests in all of the direct and indirect Issuer Subsidiaries as of the date hereof. The Pledged Debt has been duly authorized, authenticated or issued and delivered, is the legal, valid and binding obligation of each obligor thereunder and is not in default. (i) The Pledged Stock and the Pledged Beneficial Interests constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, other than (i) the Membership Interest Collateral that does not expressly provide that such Membership Interest Collateral shall be governed by Article 8 of the UCC as in effect in the jurisdiction of the issuer of such Membership Interest Collateral, (ii) any Pledged Stock or Pledged Beneficial Interests which constitute “uncertificated securities” within the meaning of Section 8-102(a)(18) of the UCC or (iii) any Pledged Beneficial Interests which do not constitute “securities” within the meaning of Section 8-102(a)(15) of the UCC. The Pledged Stock and the Pledged Beneficial Interests that constitute certificated securities have been delivered to the Security Trustee and either (A) are in bearer form, (B) have been indorsed, by an effective indorsement, to the Security Trustee or in blank or (C) have been registered in the name of the Security Trustee. The [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission Security Trustee is the registered holder of the Pledged Stock and the Pledged Beneficial Interests constituting uncertificated securities which are registered. None of the Mortgage Notes has Pledged Stock or the Pledged Beneficial Interests that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Security Trustee. (bj) The representations A true and warranties set forth complete copy of each Assigned Agreement in this Section 3.22 shall survive effect on the Initial Closing Date or on the date of any Grantor Supplement or Collateral Supplement, as applicable, has been delivered to the Security Trustee. Each Assigned Agreement as of the Initial Closing Date or as of the date of any Grantor Supplement or Collateral Supplement, as applicable, has been duly authorized, executed and shall not delivered by the relevant Grantor, will be waivedin full force and effect and will be binding upon and enforceable against all parties thereto in accordance with its terms. (k) A true and complete certified copy of each Lease to which any Issuer Group Member is a party will be delivered to the Security Trustee within 10 Business Days of the Purchase Date of the related Asset (or the Issuer Subsidiary owning such Asset) in the case of any Initial Lease or, in the case of any other Lease, within 10 Business Days of entry into such Lease. Each such Lease is in full force and effect and is binding and enforceable against each Issuer Group Member which is a party thereto in accordance with its terms. (l) A true and complete certified copy of each Part-Out Agreement to which any Issuer Group Member is a party will be delivered to the Security Trustee within 10 Business Days of the relevant Delivery Date of the related Asset (or the Issuer Subsidiary owning such Asset) in the case of any Part-Out Agreement existing on the date hereof or, in the case of any other Part-Out Agreement, within 10 Business Days of entry into such Part-Out Agreement. Each such Part-Out Agreement is in full force and effect and is binding and enforceable against each Issuer Group Member which is a party thereto in accordance with its terms. (m) Each Account that exists on the Initial Closing Date or that is established and maintained thereafter in accordance with Sections 3.01 of the Indenture constitutes a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC and, to the extent that the Trustee invests the Balance therein in Permitted Investments, a “securities account” within the meaning of Section 8-501 of the UCC. (n) Each of the Hedge Agreements and the Asset Interests constitute “general intangibles” within the meaning of Section 9-102(a)(42) of the UCC.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, Each representation and warranty of the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer Base Indenture is true and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit correct as of the Indenture Trustee; date of this Amendment in all material respects (vii) Other than the security interest granted except for representations and warranties which are limited as to the Indenture Trustee pursuant to this Indenturemateriality by their terms, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any which representations and warranties shall be true and correct as of the Mortgage Notes. The Issuer has not authorized date of this Amendment) as though such representation or warranty were being made on and as of the filing of date hereof and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteehereby deemed repeated as though fully set forth herein. (b) The representations execution, delivery and warranties set forth performance by the Issuer of this Amendment (i) have been duly and validly authorized by all necessary corporate and statutory trust proceedings of the Issuer, (ii) requires no action by or in respect of, or filing with, or any consent or approval of, any governmental body, agency or official, which has not been obtained and (iii) do not conflict with or violate or result in a breach of (x) any of the provisions of, or constitutes a default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Issuer is a party or by which the Issuer or any of its property is bound, which conflict, violation or default could reasonably be expected to have a Material Adverse Effect or (y) any Requirement of Law. (c) This Amendment has been executed and delivered by a duly authorized officer of the Issuer. (d) Each of this Section 3.22 shall survive Amendment and the Closing Date Base Indenture as amended hereby is a legal, valid and shall not binding obligation of the Issuer enforceable against the Issuer in accordance with its terms (except as such enforceability may be waivedlimited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by confidential general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing). (e) Upon giving effect to this Amendment, there is no Amortization Event, Liquidation Event of Default or Limited Liquidation Event of Default that is continuing as of the date hereof.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer hereby represents and warrants thatto, and agrees with the Company for the benefit of, MBIA, the Indenture Trustee and Holders of the Notes, which representations and warranties the Company relies in entering into the Lease Acquisiton Agreement with the Issuer. Such representations and warranties speak as of each Acquisition Date unless otherwise indicated, but shall survive any subsequent transfer, assignment, contribution or conveyance of the Lease Contracts and related Lease Receivables and Equipment: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iva) The Issuer has received all consents been duly organized and approvals required by is validly existing in good standing as a corporation under the terms laws of the Mortgage Notes Issuer State of Incorporation, with corporate power and authority to own its properties, perform its obligations under the pledge Transaction Documents and to transact the business in which it is now engaged or in which it proposes to engage; the Issuer is duly qualified to do business and is in good standing in each State in which the nature of its business requires it to be so qualified, except where failure to so qualify, would not have a material adverse effect on the ability of the Mortgage Notes hereunder Issuer to perform its obligations under the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeTransaction Documents. (b) The representations transfer to and warranties set forth receipt by the Issuer of the Lease Contracts and the related Lease Receivables and the Equipment pursuant to the Lease Acquisition Agreement and the consummation of the transactions contemplated herein and in this Section 3.22 shall survive the Closing Date Transaction Documents will not conflict with or result in breach of any of the terms or provisions of, or constitute (with or without notice, lapse of time or both) a default under the Certificate of Incorporation or By-laws of the Issuer or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Issuer is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance (except for the lien created by the Indenture) upon any of the property or assets of the Issuer pursuant to the terms of, such indenture, mortgage, deed of trust, or other agreement or instrument to which the Issuer is a party or by which it is bound or to which any of the property or assets of the Issuer is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-1aws of the Issuer or any statute or any order, rule or regulation of any court or regulatory authority or other governmental agency or body having jurisdiction over the Issuer or any of its properties; and shall not no consent, approval, authorization, order, registration or qualification of or with or other action of any court or any such regulatory authority or other governmental agency or body is required for the acquisition of the Lease Contracts and the related Lease Receivables and the Equipment hereunder. (c) The Transaction Documents have been duly authorized, executed and delivered by the Issuer by all necessary corporate action and constitute valid and legal1y binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other similar laws of general applicabilty, relating to or affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a court of equity or law. (d) There are no proceedings or investigations to which the Issuer is a party pending or, to the knowledge of the Issuer, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (a) asserting the invalidity of the Lease Acquisition Agreement, (b) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Lease Acquisition Agreement, 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 Lease Acquisition Agreement. (e) All approvals, authorizations, consents, orders or other actions of any Person or of any court, governmental agency or body or official, required in connection with the execution and delivery of the Lease Acquisition Agreement, have been or will be waivedtaken or obtained on or prior to the Initial Delivery Date. (f) The Issuer Address is the principal place of business and chief executive office of the Issuer.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to the Purchaser that: (a) The Final Offering Circular as of its date and as of the Closing Date will not, and each supplement or amendment thereto as of its date will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to any such untrue statement or omission in reliance upon and in conformity with the information provided in writing to the Issuer by or on behalf of the Purchaser expressly for use in the Final Offering Circular (the "Purchaser's Information"). The Issuer agrees that the only such Purchaser's Information provided by or on behalf of the Purchaser is that information contained in the section of the Final Offering Circular entitled "Plan of Distribution." No injunction or order has been issued that either (i) This Indenture creates asserts that any of the Transactions is subject to the registration requirements of the Act or (ii) would prevent or suspend the issuance or sale of the Notes or the use of the Offering Circular, or any amendment or supplement thereto, in any jurisdiction. The Offering Circular, as of its date contained, and as amended or supplemented as of the Closing Date will contain, all the information specified in, and meet the requirements of, Rule 144A(d)(4) under the Act. Except as expressly disclosed in the Offering Circular, there are no related party transactions that would be required to be disclosed in the Offering Circular if the Offering Circular were a valid prospectus included in a registration statement on Form S-1 filed under the Act. (b) Each of the Issuer and continuing security interest each Subsidiary (as defined below) (i) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Offering Circular and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be in good standing or so qualified could not, singly or in the aggregate, have a material adverse effect on (i) the properties, business, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Issuer and the Subsidiaries, taken as a whole, (ii) the ability of the Issuer or any Subsidiary to perform its obligations under any of the Documents or (iii) the perfection or priority of any Security Interest in any portion of the Collateral (a "Material Adverse Effect"). (c) Immediately following the Closing, (i) the only direct or indirect subsidiaries of the Issuer (collectively, the "Subsidiaries") will be the corporations identified on Schedule 6(c), and (ii) the Issuer will directly or indirectly beneficially own 100% of the outstanding shares of capital stock of each Subsidiary, free and clear of Liens (as defined in the applicable Uniform Commercial Code (Indenture), except for Liens securing the “UCC”) Notes and the Credit Facility, and all of such shares of capital stock will be duly authorized and validly issued, fully paid and nonassessable and not issued in violation of any preemptive or similar rights. Except as expressly disclosed in the Mortgage Notes in favor Offering Circular, there are no outstanding (x) securities convertible into or exchangeable for any capital stock of the Indenture TrusteeIssuer or any of the Subsidiaries, which security (y) options, warrants or other rights to purchase or subscribe to capital stock of the Issuer or any of the Subsidiaries or securities convertible into or exchangeable for capital stock of the Issuer or any of the Subsidiaries or (z) contracts, commitments, agreements, understandings, arrangements, calls or claims of any kind relating to the issuance of any capital stock of the Issuer or any of the Subsidiaries, any such convertible or exchangeable securities or any such options, warrants or rights. Immediately following the Closing, the Issuer will not directly or indirectly own any capital stock or other equity interest is prior to all in any person other liens, and is enforceable as such against creditors of and purchasers from than the Issuer;Subsidiaries. (iid) The Mortgage Notes constitute “instruments” within Immediately following the meaning Closing, the total authorized capital stock of the applicable UCC; (iii) The Issuer owns shall consist of 1,000,000 shares of Common Stock, 128,081 shares of which shall be issued and has good title to the Mortgage Notes free outstanding and clear 160,000 shares of any lienPreferred Stock, claim or encumbrance 35,000 shares of any Person; (iv) The Issuer has received all consents which shall be issued and approvals required by the terms outstanding. All of the Mortgage Notes to the pledge outstanding shares of capital stock of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note Issuer have been or will be delivered to the Indenture Trustee (or its custodian)duly authorized and are validly issued, are owned beneficially and of record as set forth in the Transfer Offering Circular, are fully paid and Servicing nonassessable and were not issued in violation of, and are not subject to, any preemptive or similar rights. The table under the caption "Capitalization" in the Offering Circular (including the footnotes thereto) sets forth, as of its date, (i) the capitalization of the Issuer and its Subsidiaries on a consolidated basis, and (ii) the pro forma capitalization of the Issuer and its Subsidiaries on a consolidated basis after giving effect to the Transactions. (e) Except for this Agreement;, the Registration Rights Agreement, or as set forth in the Offering Circular, neither the Issuer nor any of the Subsidiaries has entered into any agreement (i) to register its securities under the Act or (ii) to purchase or offer to purchase any securities of the Issuer, any of the Subsidiaries or any of their respective affiliates. (f) Each Black Angus Entity has all requisite power and authority to enter into, deliver and perform its obligations under the Documents to which it is a party and to consummate the Transactions. This Agreement has been duly and validly authorized by the Issuer, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditor's rights generally, and to general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). Each of the other Documents has been duly and validly authorized by each of the Issuer and the Subsidiaries that is, or will be, a party thereto, and is, or when executed and delivered on the Closing Date will be, a legal, valid and binding obligation of each of the Issuer and the Subsidiaries that is a party thereto, enforceable against each such person in accordance with its terms except that (i) enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. When executed and delivered, each Document, if described in the Offering Circular, will conform in all material respects to the description thereof in the Final Offering Circular. (g) The Series C Notes have been duly and validly authorized by the Issuer for issuance and sale to the Purchaser pursuant to this Agreement and, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Purchaser in accordance with the terms hereof, will be legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms except that (i) enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability (whether considered in a proceeding in equity or at law). The Exchange Notes have been duly and validly authorized by the Issuer and, when executed, authenticated and delivered in accordance with the terms of the Indenture and the Registration Rights Agreement, will be legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms except that (i) enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability (whether considered in a proceeding in equity or at law). Each Guaranty has been duly and validly authorized by the applicable Guarantor and, when issued in accordance with the terms of the Indenture, will be a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms except that (i) enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors' rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability (whether considered in a proceeding in equity or at law). (h) Neither the Issuer nor any of the Subsidiaries is (i) in violation of its respective charter or by-laws (collectively, "Charter Documents"), (ii) other than violations that could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, in violation of any Federal, state, local or foreign statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation or order (collectively, "Applicable Law") of any government, governmental or regulatory agency or body, court or arbitrator, domestic or foreign (each, a "Governmental Authority") or (iii) other than breaches or defaults that could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, in breach of or default under (with the passage of time or otherwise) any bond, debenture, note or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which any such person is a party or by which any of them or their respective property is bound (collectively, "Applicable Agreements"). There exists no condition that, with the passage of time or otherwise, would constitute a violation of such Charter Documents or Applicable Laws or a breach of or default under any Applicable Agreement or result in the imposition of any penalty or the acceleration of any indebtedness, other than breaches, violations, penalties, defaults or conditions which could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (i) Neither the execution, delivery or performance of the Documents nor the consummation of the Transactions shall conflict with, violate, constitute a breach of or a default (with the passage of time or otherwise) under, require the consent of any person (other than consents already obtained) under, result in the imposition of a Lien on any assets of the Issuer or any of the Subsidiaries (except pursuant to the Documents), or result in an acceleration of indebtedness pursuant to (i) the Charter Documents of the Issuer or any of the Subsidiaries, (ii) any Applicable Agreement, other than such breaches, violations or defaults that could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (iii) any Applicable Law. After giving effect to the Transactions, no Default or Event of Default (as defined in the Indenture) will exist. (j) No permit, authorization, approval, consent, license or order of, or filing, registration or qualification with, any Governmental Authority (collectively, "Permits") and no approval or consent of any other person, is required in connection with, or as a condition to, the execution, delivery or performance of any of the Documents or the consummation of any of the Transactions, other than such Permits (i) as have been made or obtained on or prior to the Closing Date, (ii) as are not required to be made or obtained on or prior to the Closing Date that will be made or obtained when required (iii) required under the securities or Blue Sky laws of the various states and (iv) the failure of which to make or obtain could not, singly or in the aggregate, result in a Material Adverse Effect. (k) Except as expressly disclosed in the Offering Circular, there is no action, claim, suit or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), domestic or foreign (collectively, "Proceedings"), pending or threatened, that either (i) seeks to restrain, enjoin, prevent the consummation of, or otherwise challenge any of the Documents or any of the Transactions, or (ii) could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Issuer nor any of the Subsidiaries is subject to any judgment, order, decree, rule or regulation of any Governmental Authority that could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. (l) The Issuer and each of the Subsidiaries has such Permits as are necessary to own, lease and operate the properties and to conduct the businesses described in the Offering Circular other than those the failure of which to have could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All such Permits are in full force and effect. To the knowledge of the Issuer after due inquiry, no event has occurred which allows, or after notice or lapse of time would allow the imposition of, any penalty, revocation or termination by the issuer thereof or which results in any impairment of the rights of the holder of any such Permits, in any manner that could, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Issuer nor any of the Subsidiaries has received notice that any issuer is considering limiting, suspending or revoking any such Permit. (m) Immediately following the Closing, the Issuer and the Subsidiaries (i) will have good and marketable title, free and clear of all Liens (except for Permitted Liens (as defined below)), to all property and assets described in the Offering Circular as being owned by them and (ii) will enjoy peaceful and undisturbed possession under all leases to which any of them is a party as lessee, subject to the respective terms of such leases. "Permitted Liens" means, collectively, (i) Permitted Liens as defined in the Indenture (other than any Liens that are Permitted Liens solely by reason of clause (vi) The thereof), (ii) Liens on assets securing Indebtedness outstanding under the Credit Facility, and the Notes, (iii) Liens of record with respect to Indebtedness that has been repaid in full; provided, that (A) the Issuer has received a written acknowledgement from payoff letter with respect to such Indebtedness and (B) the Indenture Trustee Lien holder has a legal and valid obligation to deliver to the Issuer a termination statement, mortgage release or other collateral release and termination without charge (or its custodian) that it is holding other than reimbursement of expenses). All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, and, to the Mortgage Notes solely on behalf and for the benefit knowledge of the Indenture Trustee; (vii) Other Issuer after due inquiry, no default has occurred or is continuing thereunder, other than such defaults that could not, singly or in the security interest granted aggregate, reasonably be expected to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted have a security interest in, or otherwise conveyed any of the Mortgage NotesMaterial Adverse Effect. The Issuer has not authorized and the filing of Subsidiaries maintain insurance (including self-insurance consistent with prior practice) covering their properties, operations, personnel and businesses against such losses and risks as they reasonably deem adequate in accordance with customary industry practice. Any such insurance is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteeoutstanding and duly in force. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the each applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes Credit Line Agreements constitute “instruments” either "promissory notes" or "general intangibles" within the meaning of the each applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes Loans to the pledge of the Mortgage Notes Loans hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note Credit Line Agreement have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes Loans solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of of, and is not aware of of, any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes Credit Line Agreements has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants (x) with respect to itself and each Grantor that is a party to this Agreement on the Initial Closing Date, as of the Initial Closing Date, (y) with respect to each Grantor that becomes a party to this Agreement thereafter, as of the date such Grantor becomes a party to this Agreement, and (z) with respect to the Collateral identified in Section 2.01, as of the date such Collateral becomes part of the Collateral, as follows: (a) With respect to Each Grantor is the Mortgage Notes, the Issuer represents legal and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor beneficial owner of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes Collateral pledged by it hereunder free and clear of any lienand all Encumbrances (other than Permitted Encumbrances). No effective financing statement, claim aircraft mortgage, engine mortgage, security agreement, title reservation agreement or encumbrance other instrument similar in effect (which, for the avoidance of doubt, shall not include any Contract of Sale in favor of any Person;Grantor) covering all or any part of the Collateral or any International Interest in respect thereof is on file in any recording office including the International Registry, except such as may have been filed in favor of the Security Trustee relating to the Collateral. (ivb) The Issuer has received all consents This Agreement creates a valid and, upon the taking of the actions required hereby and approvals required by the terms Local Law Security Documents, perfected security interest in the Collateral (other than (a) the Assets and Assigned Leases to the extent the registrations and filings provided in Section 3.12 are insufficient for such purpose, (b) with respect to insurance [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. policies to the extent that Article 9 of the Mortgage Notes UCC does not apply to such Collateral and (c) letters of credit, except to the pledge extent any such letter of credit constitutes supporting obligations of any Assigned Lease) as security for the Mortgage Notes hereunder Secured Obligations subject in priority to no other Encumbrances (other than Permitted Encumbrances), and all filings and other actions necessary or desirable to perfect and protect such security interest have been (or in the case of future Collateral will be) duly taken (but only to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered extent provided in Section 3.12 with respect to the Indenture Trustee (or its custodianAssets and Assigned Leases), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) . Other than the security interest granted to the Indenture Security Trustee pursuant to this IndentureAgreement or any security interest previously granted that shall be terminated, released and/or discharged as of the Issuer date hereof, no Grantor has not pledged, assigned, sold, sold or granted a security interest in, or otherwise conveyed in any of the Mortgage Notes. The Issuer has not authorized the filing of Collateral or authorized, and is not aware of of, the filing of, any financing statements or other instruments similar in effect or the registration of any International Interest or Prospective International Interest against any Grantor, any Asset or the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement or registration of an International Interest or Prospective International Interest relating to the security interest granted to the Indenture Security Trustee hereunder or otherwise in respect of Required Cape Town Registrations or that has been terminated (or that relate to any security interest previously granted that has been terminated and such filing is in the course of being terminated), in each case as of the date this representation and warranty is given as to such Grantor, Asset and Collateral. The Issuer is not aware of any There are no judgment or tax lien filings against the Issuer; andany Grantor. (viiic) The name of each Grantor as it appears on the signature pages hereto or on the applicable Grantor Supplement is its name as it appears on the public record of its jurisdiction of organization or incorporation or, in the case of a trust, is the name specified for the trust in its organizational documents and indicates that it is a trust. (d) No consent of any Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required either (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement or any other Related Document by such Grantor, or (iii) for the perfection, priority or maintenance of the pledge, assignment and security interest created hereby (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases), except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) such filings with the FAA and any other Applicable Aviation Authority, (D) such other filings or consents as are required under other relevant local law and (E) consents to, or authorizations or approvals of, filings, in each case that have been or will be given, obtained or made, as the case may be. (e) The jurisdiction of organization of each Grantor is set forth on Schedule III, as supplemented by any Grantor Supplement executed and delivered by a Grantor, and, if applicable to determine the location of the Grantor for purposes of the UCC, the office where each Grantor keeps records of or relating to the Collateral is located at the address specified opposite the name of such Grantor on Schedule III, as supplemented by any Grantor Supplement executed and delivered by a Grantor. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (f) The Pledged Stock constitutes the percentage of the issued and outstanding Stock of the issuers thereof indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. The Pledged Beneficial Interests constitute the percentage of the Beneficial Interests of the issuers thereof indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. (g) If such Grantor is the lessor under a Cape Town Lease, upon the registration of such Cape Town Lease as an International Interest, it shall have the right to assign the International Interest provided for in such Cape Town Lease and all associated rights in respect of such Cape Town Lease that form part of the Collateral. (h) The Pledged Stock and the Pledged Beneficial Interests (and, as applicable, the interests constituting the Membership Interest Collateral (if any)) (i) have been duly authorized and validly issued and are fully paid up and nonassessable (or, in the case of the Pledged Beneficial Interests (or, as applicable, Membership Interest Collateral), not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer other than in favor of Lessees or otherwise as permitted or required under the Indenture and (ii) constitute all of the outstanding shares of capital stock, all of the beneficial interests and, as applicable, all of the membership interests in all of the direct and indirect Issuer Subsidiaries as of the date hereof. The Pledged Debt has been duly authorized, authenticated or issued and delivered, is the legal, valid and binding obligation of each obligor thereunder and is not in default. (i) The Pledged Stock and the Pledged Beneficial Interests constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, other than (i) the Membership Interest Collateral that does not expressly provide that such Membership Interest Collateral shall be governed by Article 8 of the UCC as in effect in the jurisdiction of the issuer of such Membership Interest Collateral, (ii) any Pledged Stock or Pledged Beneficial Interests which constitute “uncertificated securities” within the meaning of Section 8-102(a)(18) of the UCC or (iii) any Pledged Beneficial Interests which do not constitute “securities” within the meaning of Section 8-102(a)(15) of the UCC. The Pledged Stock and the Pledged Beneficial Interests that constitute certificated securities have been delivered to the Security Trustee and either (A) are in bearer form, (B) have been indorsed, by an effective indorsement, to the Security Trustee or in blank or (C) have been registered in the name of the Security Trustee. The Security Trustee is the registered holder of the Pledged Stock and the Pledged Beneficial Interests constituting uncertificated securities which are registered. None of the Mortgage Notes has Pledged Stock or the Pledged Beneficial Interests that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Security Trustee. (bj) The representations A true and warranties set forth complete copy of each Assigned Agreement in this Section 3.22 shall survive effect on the Initial Closing Date or on the date of any Grantor Supplement or Collateral Supplement, as applicable, has been delivered to the Security Trustee. Each Assigned Agreement as of the Initial [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and shall not is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Closing Date or as of the date of any Grantor Supplement or Collateral Supplement, as applicable, has been duly authorized, executed and delivered by the relevant Grantor, will be waivedin full force and effect and will be binding upon and enforceable against all parties thereto in accordance with its terms. (k) A true and complete certified copy of each Lease to which any Issuer Group Member is a party will be delivered to the Security Trustee within 10 Business Days of the Purchase Date of the related Asset (or the Issuer Subsidiary owning such Asset) in the case of any Initial Lease or, in the case of any other Lease, within 10 Business Days of entry into such Lease. Each such Lease is in full force and effect and is binding and enforceable against each Issuer Group Member which is a party thereto in accordance with its terms. (l) A true and complete certified copy of each Part-Out Agreement to which any Issuer Group Member is a party will be delivered to the Security Trustee within 10 Business Days of the relevant Delivery Date of the related Asset (or the Issuer Subsidiary owning such Asset) in the case of any Part-Out Agreement existing on the date hereof or, in the case of any other Part-Out Agreement, within 10 Business Days of entry into such Part-Out Agreement. Each such Part-Out Agreement is in full force and effect and is binding and enforceable against each Issuer Group Member which is a party thereto in accordance with its terms. (m) Each Account that exists on the Initial Closing Date or that is established and maintained thereafter in accordance with Sections 3.01 of the Indenture constitutes a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC and, to the extent that the Trustee invests the Balance therein in Permitted Investments, a “securities account” within the meaning of Section 8-501 of the UCC. (n) Each of the Hedge Agreements and the Asset Interests constitute “general intangibles” within the meaning of Section 9-102(a)(42) of the UCC.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Investor that the representations and warranties given in this Clause shall be true and correct at the Signing Date and at each Subscription Date: (a) With respect The Issuer is duly incorporated and validly existing under the laws of Switzerland and has the requisite power and authority to the Mortgage Notesenter into and perform its obligations under this Agreement, the Issuer represents Convertible Notes and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to any certificate or other document furnished or to be furnished under this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesAgreement. The Issuer has not authorized full corporate power and all necessary licenses, permits and authorizations to carry on its business as now conducted and to own, lease and operate the filing assets and properties necessary in connection therewith. All issued shares of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteeare fully paid-in and non-assessable. (b) The representations Issuer or any of the Material Subsidiaries have not filed any petition for their winding-up, are not insolvent within the meaning of applicable laws (subject to subordination declarations, as per the most recent reports), and warranties set forth have not made any assignment or initiated any arrangement with their creditors, nor has any petition for receivership or any administration order been presented in respect of any of the Group Companies. No receiver or liquidator has been appointed in respect of the Group Companies or any of their material assets. A Material Subsidiary is any subsidiary or affiliate which contributes for more than 25% of the total turnover of the Issuer group. (c) This Agreement, and any certificate or other document furnished or to be furnished under this Agreement and the performance by the Issuer of its obligations under them have been duly authorized by all necessary corporate action on the part of the Issuer, and this Agreement and any other document or instrument executed in connection with this Agreement including each Tranche will, when executed, constitute valid and binding and enforceable obligations of the Issuer in accordance with their respective terms. (d) The execution by the Issuer of this Agreement and any other document or instrument in connection with it, and the performance by the Issuer of its obligations under the Agreement and the consummation of the transaction provided for in this Section 3.22 Agreement, do not and will not result in a breach of any provision of the articles of association of the Issuer or, to the best of the Issuer’s knowledge of any applicable law, order, judgement or decree of any court or governmental agency or of any agreement to which the Issuer is a party or by which the Issuer is bound. (e) The Issuer has fully complied with all reporting requirements and other obligations in accordance with Swiss securities laws and regulations of SIX, in particular with Articles 49 through 56 of the SIX listing regulations. The Issuer’s consolidated financial statements as of and for the period ended December 31, 2019 and 2018 fairly present, in all material respects, the consolidated financial position of the Issuer as at December 31, 2019 and 2018, respectively, and its consolidated results of operations and its consolidated cash flows for the years then ended in accordance with U.S. GAAP. From December 31, 2019 until the date hereof, the business of the Issuer has been conducted in the ordinary course of business in a manner consistent with past practice, unless otherwise disclosed by the Issuer in public announcements made in accordance with the pertinent stock exchange rules. Investment Agreement between WISeKey International Holding AG and Nice & Green S.A. (f) The Investor has solely relied on publicly available information disclosed by the Issuer. Taking the respective dates of, and the periods referred to in, such information into account, including the timing of the regular reporting duties, such information does, at such dates and for such periods, not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements therein (except to the extent deferral of disclosure is permissible under applicable law, including SIX regulations) and are, in the light of the circumstances under which they are made, not misleading. (g) The Issuer is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, provincial, local or other governmental or regulatory authority in connection with the execution, delivery and performance by the Issuer of this Agreement and the delivery of the New Shares to the Investor, nor to issue of a prospectus according to Swiss law or the listing rules of SIX Swiss Exchange and/or according to the rules of any other Exchange, if applicable. (h) The Shares are, and the New Shares will upon issuance be, listed on SIX Swiss Exchange and/or on any other Exchange, as the case may be. (i) There are no material suits, administrative, arbitration or other proceedings (including but not limited to tax proceedings) pending or to the Issuer’s knowledge threatened against any of the Group Companies, and there are no such material suits or proceedings pending or to the Issuer’s knowledge threatened by the Group Companies against any other person, nor are there to the Issuer’s knowledge any circumstances which may result in such material suits, administrative, arbitration or other proceedings, the outcome of which, if it were unfavorable, would individually have a Material Adverse Change. (j) Each Convertible Note will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and, at all times so long as any amount thereunder is outstanding, shall survive rank equally with all other present or future unsecured and unsubordinated debt securities of the Closing Date Issuer. (k) The Issuer has not, directly or indirectly, made any agreement or commitment with or to any investors where as a result of the issuance or sale of Shares under this Agreement any person or entity would have (i) pre-emptive rights or rights of first refusal with respect to the Shares to be delivered to the Investor or (ii) other rights to purchase or receive Shares or other securities of the Issuer. (l) Neither the Issuer and shall not be waived.its Affiliates nor, to the knowledge of the Issuer, any director, officer, agent, employee or Affiliate of any of them is a person or entity that is, or is owned fifty (50) percent or more or controlled by one or more persons or entities that are: Investment Agreement between WISeKey International Holding AG and Nice & Green S.A. (i) on the list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of Treasury’s Office of Foreign Asset Control (OFAC SDN List); (ii) the subject of any economic sanctions administered or enforced by OFAC or the U.S. State Department, the United Nations Security Council (UNSC), the European Union (EU), Her Majesty’s Treasury (HMT), or other relevant sanctions authority (collectively, Sanctions), nor has a place of business in, or is operating, organized, resident or doing business in, a country or territory that is, or whose government is, the subject of OFAC’s sanctions programs (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria) (

Representations and Warranties of the Issuer. (a) With respect to that portion of the Mortgage NotesCollateral described in clauses (a) through (d) of the definition of Trust Estate, the Issuer represents and warrants to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer;. (ii) The Mortgage Notes constitute Collateral constitutes “deposit accounts” or “instruments,” as applicable, within the meaning of the applicable UCC;. (iii) The Issuer owns and has good and marketable title to the Mortgage Notes Collateral, free and clear of any lien, claim or encumbrance of any Person;. (iv) The Issuer has received taken all consents and approvals required by steps necessary to cause the terms Indenture Trustee to become the account holder of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee;Collateral. (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. (vi) The Collateral is not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating consented to the security interest granted bank maintaining the Collateral to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware comply with instructions of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) With respect to that portion of the Collateral described in clause (e), the Issuer represents to the Indenture Trustee that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (ii) The Collateral constitutes “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Collateral, free and clear of any lien, claim or encumbrance of any Person. (iv) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. (c) The representations and warranties set forth in this Section 3.22 3.18 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodianthe Custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodianthe Custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any current or terminated financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Notes, other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminatedhereunder. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) With respect to the Contract Rights, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Issuer’s rights and benefits in the Transfer and Servicing Agreement, the Custodial Agreement, the Purchase Agreement and the Cap Agreement (collectively, the “Contract Rights”) in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (ii) The Contract Rights constitute “general intangibles” within the meaning of the applicable UCC; (iii) The Issuer owns and has good and marketable title to the Contract Rights free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Contract Rights to the pledge of the Contract Rights hereunder to the Indenture Trustee; (v) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdiction under the applicable law in order to perfect the security interest in the Contract Rights granted to the Indenture Trustee hereunder; (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Contract Rights. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Contract Rights other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filing against the Issuer. (c) The representations and warranties set forth in this Section 3.22 3.19 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. The Issuer represents (a) With respect as of the Effective Date and as of each date on which a Loan is made by a Subclass A-1 Noteholder pursuant to the Mortgage NotesSupplement, unless otherwise indicated) and warrants to, and agrees with, the Issuer represents and warrants Subclass A-1 Note Purchaser that: (i) This Indenture creates The Issuer is a valid limited liability company duly organized, validly existing and continuing security interest (as defined in good standing under the laws of the State of Delaware, with its chief executive office located at 2000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxx 00000, and has the power to own its assets and to engage in the applicable Uniform Commercial Code (activities in which it is presently engaged and is duly qualified and in good standing under the “UCC”) in laws of each jurisdiction where its ownership of property or the Mortgage Notes in favor 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 Indenture Trustee, Issuer or on the enforceability of the Subclass A-1 Note or the ability of the Issuer to perform its obligations under this Agreement and the other Related Documents to which security interest it is prior to all a party. One hundred percent of the beneficial ownership of the Issuer is owned by Wxxxxx Lease Finance Corporation (“WLFC”). The Issuer has no subsidiaries other liens, and is enforceable as such against creditors of and purchasers from the Issuerthan WLFC Funding (Ireland) Limited; (ii) The Mortgage Notes constitute 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 “instruments” within Issuer Documents”); the meaning execution, delivery, and performance of the applicable UCCIssuer Documents by the Issuer have been duly authorized by the Issuer by all necessary action, the Issuer Documents, other than the Subclass B-2 Notes and the Subclass A-2 Notes, have been duly executed and delivered by the Issuer, and each of the Subclass B-2 Notes and the Subclass A-2 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 Subclass B-2 Notes and the Subclass A-2 Notes), assuming due authorization, execution and delivery by the other parties thereto, constitutes, and each of the Subclass B-2 Notes and the Subclass A-2 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 with its terms, except that such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) The consummation of the transactions contemplated by the Issuer owns Documents and has good title the fulfillment of the terms therein will not conflict with or result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Issuer, or any indenture, agreement, mortgage, deed of trust, commitment letter or funding arrangement with any lending institution or investment bank or other instrument to which the Mortgage Notes free and clear Issuer is a party or by which it is bound, or result in the creation or imposition of any lien, claim or encumbrance upon any of any Person; (iv) The Issuer has received all consents and approvals required by its properties pursuant to the terms of the Mortgage Notes to the pledge such indenture, agreement, mortgage, deed of the Mortgage Notes hereunder trust, commitment letter or funding arrangement with any lending institution or investment bank or other such instrument, other than as created pursuant to the Indenture Trusteeand the Supplement, or violate any law or, any order, rule or regulation applicable to the Issuer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Issuer or any of its properties and there are no legal or governmental proceedings pending or, to the best knowledge of the Issuer, threatened or contemplated that would result in a material modification or revocation thereof; (v) There are 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 original executed copies approvals, authorizations, consents, orders or other actions of each Mortgage Note 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 delivered taken or obtained on or prior to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture TrusteeEffective Date; (vii) Other than the security interest granted No written materials delivered to the Indenture Trustee pursuant 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 this Indenturemake 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 pledgeddisclosed to the Purchaser’s Agent in writing which materially adversely affects or, assignedso far as the Issuer can now reasonably foresee, soldwill 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, granted 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 of the proceeds from the sale of the Subclass A-1 Note) will violate or result in a security interest inviolation of Section 7 of the Exchange Act, or otherwise conveyed any regulations issued pursuant thereto; (xii) Concurrently with the execution and delivery of this Agreement, the Issuer is executing no other note purchase agreement with respect to Subclass A-1 Note; (xiii) The Issuer is not an “investment company” within the meaning of the Mortgage Notes. Investment Company Act of 1940, as amended; (xiv) For so long as the Series 2002-1 Class A and Class B Notes are the only Notes outstanding under the Indenture, each of the Indenture and the Supplement need not be qualified as an “indenture” pursuant to the terms of the Trust Indenture Act of 1939, as amended; (xv) The Issuer has not authorized taken and will not take, directly or indirectly, any action, prohibited by Rules 101 and 102 under Regulation M of the filing Securities and Exchange Commission in connection with the offering of the Class B Notes and the Class A Notes; (xvi) To the extent that the Securities Act may be deemed to apply to the Class B Notes and the Class A Notes and the Loans, neither the Issuer nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) of the Issuer has directly, or through any agent, including, without limitation, the Purchaser’s Agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Class B Notes or the Class A Notes in a manner that would render the issuance and sale of the Class B Notes and the Class A Notes a violation of the Securities Act or require the registration of the Class B Notes or the Class A Notes under the Securities Act or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offering of the Class B Notes and the Class A Notes; (xvii) To the extent that the Securities Act may be deemed to apply to the Class B Notes and the Class A Notes and the Loans, it is not necessary in connection with the offer, sale and delivery of the Class A Notes in the manner contemplated by this Agreement or the Subclass A-2 Note Purchase Agreement or the Class B Notes in the manner contemplated by the Class B Note Purchase Agreements to register the Class B Notes or the Class A Notes under the Securities Act assuming that the Subclass A-1 Note Purchaser is an “accredited investor” as defined in Regulation D under the Securities Act; (xviii) No event has occurred and is not aware continuing that constitutes, or with the passage of any financing statements against time or the Issuer that include a description giving of notice or both would constitute, an Early Amortization Event under, and as defined in, the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminatedIndenture. The Issuer is not aware in violation of any judgment agreement, charter instrument, bylaw or tax lien filings against the Issuer; andother instrument to which they are a party or by which they are or may be bound; (viiixix) None 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 Notes, as such payments become due and payable, in accordance with the Indenture; (xx) The Issuer agrees that it will not directly or indirectly, sell or offer to sell the Class B Notes or the Class A Notes or similar security in a manner that would render the issuance and sale of the Mortgage Class B Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed the Class A Notes pursuant to any Person other than this Agreement a violation of Section 5 of the Indenture TrusteeSecurities Act. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants to, and agrees with, the several International Underwriters that: (a) A registration statement on Form S-3 (No. 333-70263) relating to the Offered Securities, including a form of prospectus relating to the U.S. Offered Securities and a form of prospectus relating to the International Securities, has been filed with the Securities and Exchange Commission (the "Commission") and either (i) This Indenture creates a valid and continuing security interest (as defined in has been declared effective under the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, Securities Act and is enforceable as such against creditors of and purchasers from the Issuer; not proposed to be amended or (ii) The Mortgage Notes constitute “instruments” within is proposed to be amended by amendment or post-effective amendment. If such registration statement ("Initial Registration Statement") has been declared effective, either (i) an additional registration statement ("Additional Registration Statement") relating to the meaning Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Securities Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Securities Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement or (ii) such an Additional Registration Statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Securities Act pursuant to the Initial Registration Statement and such Additional Registration Statement. If the Issuer does not propose to amend the Initial Registration Statement or if an Additional Registration Statement has been filed and the Issuer does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Securities Act or, in the case of the applicable UCC; Additional Registration Statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to the Initial Registration Statement or, if filed prior to the execution and delivery of this Agreement, the Additional Registration Statement means (i) if the Issuer has advised Salomon International that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (ii) if the Issuer has advised Salomon International that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an Additional Registration Statement has not been filed prior to the execution and delivery of this Agreement but the Issuer has advised Salomon International that it proposes to file one, "Effective Time" with respect to such Additional Registration Statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). "Effective Date" with respect to the Initial Registration Statement or the Additional Registration Statement (if any) means the date of the Effective Time thereof. The Initial Registration Statement, as amended at its Effective Time, including (i) all information contained in the Additional Registration Statement (if any) and deemed to be a part of the Initial Registration Statement as of the Effective Time of the Additional Registration Statement pursuant to the General Instructions of the Form on which it is filed, (ii) all information (if any) deemed to be a part of the Initial Registration Statement as of its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Securities Act and (iii) all other material incorporated by reference therein, is hereinafter referred to as the "Initial Registration Statement". The Issuer owns Additional Registration Statement, as amended at its Effective Time, including (i) the contents of the Initial Registration Statement incorporated by reference therein, (ii) all information (if any) deemed to be a part of the Additional Registration Statement as of its Effective Time pursuant to Rule 430A(b) and has good title (iii) all other material incorporated by reference therein, is hereinafter referred to as the "Additional Registration Statement". The Initial Registration Statement and the Additional Registration Statement are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement". The form of prospectus relating to the Mortgage Notes free U.S. Offered Securities and clear the form of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes Prospectus relating to the pledge International Securities, each of which shall be deemed to include all material incorporated by reference therein and as first filed with the Mortgage Notes hereunder Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under the Indenture Trustee; Securities Act or (vif no such filing is required) All original executed copies of each Mortgage Note have as included in a Registration Statement, are hereinafter referred to as the "U.S. Prospectus" and the "International Prospectus", respectively, and collectively as the "Prospectuses". No document has been or will be delivered to prepared or distributed in reliance on Rule 434 under the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture TrusteeSecurities Act. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer hereby represents and warrants that: (ia) This Indenture this Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer; (iib) The Mortgage Notes constitute the Collateral constitutes “instruments” within the meaning of the applicable UCC; (iiic) The the Issuer owns and has good and marketable title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person; (ivd) The the Issuer has received all consents and approvals required by the terms of the Mortgage Notes Collateral to pledge the pledge of the Mortgage Notes Collateral hereunder to the Indenture Trustee; (ve) All the Issuer has caused or will have caused, within ten days from the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder; (f) all original executed copies of each Mortgage Note included in the Collateral have been or will be delivered to the Indenture Trustee (or its custodiancustodian on behalf of the Indenture Trustee), as set forth in the Transfer and Servicing Agreement; (vig) The the Issuer has received a written acknowledgement acknowledgment from the Indenture Trustee (or its custodian) that it the Indenture Trustee is holding the Mortgage Notes included in the Collateral solely on behalf and for the benefit of the Indenture TrusteeSecurityholders; (viih) Other other than the security interest granted to the Indenture Trustee pursuant to this IndentureAgreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viiii) None none of the Mortgage Notes included in the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian)Custodian, as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) Custodian that it the Custodian is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee; and (b) With respect to the Rate Protection Agreement, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Rate Protection Agreement in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors and purchasers of the Issuer; (ii) The Rate Protection Agreement constitutes “general intangibles,” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Rate Protection Agreement free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Rate Protection Agreement to the pledge of such agreement hereunder to the Indenture Trustee; (v) The Issuer has caused or will have caused, within [ ] days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Rate Protection Agreement granted to the Indenture Trustee hereunder; and (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Rate Protection Agreement. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Rate Protection Agreement other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax filings against the Issuer. (bc) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the each applicable Uniform Commercial Code (the “UCC”) UCC in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes Credit Line Agreements constitute either “instrumentspromissory notes” or “general intangibles” within the meaning of the each applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes Loans to the pledge of the Mortgage Notes Loans hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note Credit Line Agreement have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes Loans solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes Credit Line Agreements has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Issuer. (a) With respect The Issuer hereby makes the following representations and warranties on which the Indenture Trustee and the Noteholders may rely; provided such representations and warranties speak as of the execution and delivery of this Indenture, but shall survive the Grant of the Collateral to the Mortgage Notes, the Issuer represents and warrants thatIndenture Trustee pursuant to this Indenture: (ia) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer;. (iib) Onyx has certified to the Issuer that it has taken all steps necessary to perfect the Issuer's security interest against the Obligors in the property securing the Contracts. (c) The Mortgage Notes Contracts constitute “instruments” "tangible chattel paper" within the meaning of the applicable UCC;. (iiid) The Issuer owns and has good and marketable title to the Mortgage Notes Collateral free and clear of any lien, claim or encumbrance of any Person;. (ive) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been caused or will be delivered have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest Granted in the Collateral to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement;hereunder. (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (viif) Other than the security interest granted Granted to the Indenture Trustee pursuant to the Granting Clause of this Indenture, the Issuer has not pledged, assigned, sold, granted Granted a security interest in, or otherwise conveyed any of the Mortgage NotesCollateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes Collateral other than a any financing statement (i) relating to the security interest granted Granted to the Indenture Trustee hereunder or (ii) that has been been, or will be within five days of the Closing Date, terminated. The Issuer is not aware of any judgment judgments or tax lien filings against the Issuer; and. (viiig) None The Issuer has authorized Onyx, in its capacity as Custodian under the Sale and Servicing Agreement, to maintain possession of all original copies of the Mortgage Notes Contracts that constitute or evidence the Collateral and Onyx has certified to the Issuer that the Contracts that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee. (b) " The Indenture Trustee hereby acknowledges and agrees that it shall not waive any of the foregoing representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waivedwarranties.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage Notes, the The Issuer represents and warrants thatto the Seller as follows: (a) The Issuer’s execution and delivery of this Agreement and the performance of its obligations hereunder, (i) This Indenture creates a valid and continuing security interest (as defined in have been authorized by all necessary corporate action on the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor part of the Indenture TrusteeIssuer, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within do not conflict with the meaning charter or bylaws of the applicable UCC; Issuer, (iii) The do not cause the Issuer owns to be in breach of, and has good title will not accelerate or permit the acceleration of the performance required by any agreement to the Mortgage Notes free which it is a party or by which or any of its properties is bound, and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has do not pledged, assigned, sold, granted a security interest in, or otherwise conveyed violate any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteelaw. (b) The representations Without limiting the generality of the foregoing, the distribution represented by Issuer’s payment of the purchase price of the Shares (i) is permitted by subdivision (a) of Section 500 of the Corporations Code, (ii) is not prohibited by Section 501 of the Corporations Code, and warranties (iii) is authorized by a resolution of the board of directors of the Issuer duly adopted on July 30, 2007, which resolution has not been modified or repealed and remains in effect. (c) Immediately after payment of the purchase price of the Shares, Issuer will be able to pay its obligations as they come due, and Issuer will not be left with unreasonably small capital. (d) Within 3 business days after the Closing Date, the Issuer shall reissue stock certificate(s) to Seller representing all of Seller’s remaining shares of Common Stock. Such reissued certificates will carry no legend or restriction set forth thereon, if and to the extent that the Issuer receives an opinion of Seller’s counsel, addressed and delivered to Issuer (and reasonably acceptable to the Issuer), that Seller is not an “affiliate” of the Issuer. (e) This Agreement is enforceable against the Issuer in this Section 3.22 shall survive accordance with its terms, except as the Closing Date enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally and shall not be waivedgeneral principles of equity.

Representations and Warranties of the Issuer. (a) With respect to the Mortgage NotesBy accepting this offer, the Issuer represents and warrants to the Subscriber that, as of the Closing Date: (ia) This Indenture creates the Issuer has been duly incorporated and is validly subsisting and in good standing under the laws of its jurisdiction of incorporation, continuation or amalgamation; (b) the Issuer is a reporting issuer under the securities laws of one or more jurisdictions in Canada; (c) the common shares of the Issuer are listed and posted for trading on a recognized stock exchange or quotation system; (d) no order ceasing or suspending trading in securities of the Issuer nor prohibiting the sale of the Securities has been issued and remains outstanding against the Issuer and, to the best of the Issuer’s knowledge, no investigations or proceedings for such purposes are pending or have been threatened; (e) this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action on the part of the Issuer and, subject to acceptance by the Issuer, this Agreement constitutes a valid obligation of the Issuer legally binding upon it and continuing security interest enforceable in accordance with its terms subject to such limitations and prohibitions in applicable laws relating to bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or winding-up and other laws, rules and regulations of general application affecting the rights, powers, privileges, remedies and interests of creditors generally; (f) the sale and issuance of the Securities, and the delivery of the certificates representing them, will have been approved by all requisite corporate action on or before the Closing Date and, upon issue and delivery at the closing, the Securities will be validly issued; (g) the Issuer's "documents" and "core documents" (as such terms are defined in the applicable Uniform Commercial Code Securities Act (British Columbia) and, if applicable, the “UCC”) in the Mortgage Notes in favor securities act of the Indenture Trustee, province or territory in which security interest the Subscriber is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (iiresident) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received do not contain a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuermisrepresentation; and (viiih) None there is no "material fact" or "material change" (as such terms are defined in the Securities Act, (British Columbia and, if applicable, the securities act of the Mortgage Notes province or territory in which the Subscriber is resident) related to the Issuer which has any marks or notations indicating that they have not been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trusteegenerally disclosed. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.