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Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-15369
______________________________________________________________________
WILLIS LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
68-0070656
(State or other jurisdiction of incorporation or
organization)
 
(IRS Employer Identification No.)
 
 
 
4700 Lyons Technology Parkway
Coconut Creek
Florida
 
33073
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (561) 349-9989
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of exchange on which registered
Common Stock, $0.01 par value per share
 
WLFC
 
Nasdaq Global Market
______________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes   No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Accelerated Filer
 
 
 
 
Non-Accelerated Filer
Smaller Reporting Company
 
 
 
 
 
 
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 
The number of shares of the registrant's Common Stock outstanding as of May 4, 2020 was 6,023,011.
 


Table of Contents

WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
INDEX
4
 
 
 
4
 
 
 
 
4
 
 
 
 
5
 
 
 
 
6
 
 
 
 
7
 
 
 
 
8
 
 
 
 
9
 
 
 
19
 
 
 
24
 
 
 
25
 
 
 
25
 
 
 
25
 
 
 
26
 
 
 
26
 
 
 
27

2

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain forward-looking statements, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business, operations, growth strategy and service development efforts and potential impact of the COVID-19 pandemic on the Company's business, operating results and financial condition. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. When used in this Quarterly Report on Form 10-Q, the words “may,” “might,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions are intended to identify forward-looking statements and information. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 12, 2020, this quarterly report on Form 10-Q for the three months ended March 31, 2020, and our other reports filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Reference is also made to such risks and uncertainties detailed from time to time in our other filings with the SEC.

3

Table of Contents

PART I — FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
 
March 31, 2020
 
December 31, 2019
ASSETS
 
 
 
Cash and cash equivalents
$
81,360

 
$
6,720

Restricted cash
235,879

 
56,948

Equipment held for operating lease, less accumulated depreciation of $426,507 and $414,835 at March 31, 2020 and December 31, 2019, respectively
1,697,749

 
1,650,918

Maintenance rights
3,133

 
3,133

Equipment held for sale
50

 
120

Receivables, net of allowances of $1,898 and $1,730 at March 31, 2020 and
December 31, 2019, respectively
31,123

 
24,059

Spare parts inventory
41,754

 
41,759

Investments
57,922

 
57,936

Property, equipment & furnishings, less accumulated depreciation of $9,373 and $8,666 at March 31, 2020 and December 31, 2019, respectively
32,283

 
31,520

Intangible assets, net
1,297

 
1,312

Notes receivable
115,853

 
38,145

Other assets
28,252

 
28,038

Total assets (1)
$
2,326,655

 
$
1,940,608

 
 
 
 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued expenses
$
37,010

 
$
45,648

Deferred income taxes
113,762

 
110,418

Debt obligations
1,626,206

 
1,251,006

Maintenance reserves
112,407

 
106,870

Security deposits
24,303

 
20,569

Unearned revenue
10,301

 
6,121

Total liabilities (2)
1,923,989

 
1,540,632

 
 
 
 
Redeemable preferred stock ($0.01 par value, 2,500 shares authorized; 2,500 shares issued at March 31, 2020 and December 31, 2019, respectively)
49,659

 
49,638

 
 
 
 
Shareholders’ equity:
 
 
 
Common stock ($0.01 par value, 20,000 shares authorized; 6,344 and 6,356 shares issued at March 31, 2020 and December 31, 2019, respectively)
63

 
64

Paid-in capital in excess of par
6,527

 
4,557

Retained earnings
352,420

 
348,965

Accumulated other comprehensive loss, net of income tax benefit of $1,679 and $896 at March 31, 2020 and December 31, 2019, respectively
(6,003
)
 
(3,248
)
Total shareholders’ equity
353,007

 
350,338

Total liabilities, redeemable preferred stock and shareholders' equity
$
2,326,655

 
$
1,940,608

_____________________________
(1)
Total assets at March 31, 2020 and December 31, 2019, respectively, include the following assets of variable interest entities (“VIEs”) that can only be used to settle the liabilities of the VIEs: Cash nil and $134; Restricted cash $235,461 and $56,523; Equipment $1,167,154 and $1,004,851; Maintenance Rights $3,133 and $3,133; Inventory nil and $2,832; and Other assets $644  and $668, respectively.
(2)
Total liabilities at March 31, 2020 and December 31, 2019, respectively, include the following liabilities of VIEs for which the VIEs’ creditors do not have recourse to Willis Lease Finance Corporation: Debt obligations $977,637 and $842,996, respectively.
See accompanying notes to the unaudited condensed consolidated financial statements.

4


WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
REVENUE
 
 
 
Lease rent revenue
$
46,395

 
$
48,369

Maintenance reserve revenue
20,528

 
25,350

Spare parts and equipment sales
9,105

 
17,502

Gain on sale of leased equipment
2,067

 
9,570

Other revenue
3,514

 
2,978

Total revenue
81,609

 
103,769

 
 
 
 
EXPENSES
 
 
 
Depreciation and amortization expense
23,390

 
20,258

Cost of spare parts and equipment sales
6,688

 
14,412

Write-down of equipment
2,129

 
1,105

General and administrative
19,567

 
21,440

Technical expense
1,127

 
1,788

Net finance costs:
 
 
 
     Interest expense
15,696

 
17,879

     Loss on debt extinguishment
4,688

 

Total net finance costs
20,384

 
17,879

Total expenses
73,285

 
76,882

 
 
 
 
Earnings from operations
8,324

 
26,887

Earnings from joint ventures
207

 
946

Income before income taxes
8,531

 
27,833

Income tax expense
4,245

 
6,955

Net income
4,286

 
20,878

Preferred stock dividends
810

 
801

Accretion of preferred stock issuance costs
21

 
21

Net income attributable to common shareholders
$
3,455

 
$
20,056

 
 
 
 
Basic weighted average earnings per common share
$
0.59

 
$
3.47

Diluted weighted average earnings per common share
$
0.56

 
$
3.35

 
 
 
 
Basic weighted average common shares outstanding
5,860

 
5,779

Diluted weighted average common shares outstanding
6,124

 
5,978

See accompanying notes to the unaudited condensed consolidated financial statements.


5


WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
Net income
$
4,286

 
$
20,878

Other comprehensive loss:
 
 
 
Currency translation adjustment
(221
)
 
353

Unrealized loss on derivative instruments
(3,318
)
 
(613
)
Net loss recognized in other comprehensive loss
(3,539
)
 
(260
)
Tax benefit related to items of other comprehensive loss
784

 
59

Other comprehensive loss
(2,755
)
 
(201
)
Total comprehensive income
$
1,531

 
$
20,677


See accompanying notes to the unaudited condensed consolidated financial statements.

6


WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Redeemable Preferred Stock and Shareholders' Equity
Three months ended March 31, 2020 and 2019
(In thousands)
(Unaudited)
 
 
 
 
 
 
Shareholders' Equity
 
 
Redeemable
 
 
 
 
 
 
 
 
 
Accumulated Other
 
 
 
 
Preferred Stock
 
Common Stock
 
Paid in Capital in
 
Retained
 
Comprehensive
 
Total Shareholders'
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Excess of par
 
Earnings
 
Loss
 
Equity
Balances at December 31, 2019
 
2,500

 
$
49,638

 
6,356

 
$
64

 
$
4,557

 
$
348,965

 
$
(3,248
)
 
$
350,338

Net income
 

 

 

 

 

 
4,286

 

 
4,286

Net unrealized loss from currency translation adjustment, net of tax benefit of $49
 

 

 

 

 

 

 
(171
)
 
(171
)
Net unrealized loss from derivative instruments, net of tax benefit of $735
 

 

 

 

 

 

 
(2,584
)
 
(2,584
)
Shares issued under stock compensation plans
 

 

 
4

 

 
200

 

 

 
200

Cancellation of restricted stock in satisfaction of withholding tax
 

 

 
(16
)
 
(1
)
 
(347
)
 

 

 
(348
)
Stock-based compensation expense, net of forfeitures
 

 

 

 

 
2,117

 

 

 
2,117

Accretion of preferred shares issuance costs
 

 
21

 

 

 

 
(21
)
 

 
(21
)
Preferred stock dividends ($0.32 per share)
 

 

 

 

 

 
(810
)
 

 
(810
)
Balances at March 31, 2020
 
2,500

 
$
49,659

 
6,344

 
$
63

 
$
6,527

 
$
352,420

 
$
(6,003
)
 
$
353,007

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' Equity
 
 
Redeemable
 
 
 
 
 
 
 
 
 
Accumulated Other
 
 
 
 
Preferred Stock
 
Common Stock
 
Paid in Capital in
 
Retained
 
Comprehensive
 
Total Shareholders'
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Excess of par
 
Earnings
 
Income (Loss)
 
Equity
Balances at December 31, 2018
 
2,500

 
$
49,554

 
6,176

 
$
62

 
$

 
$
286,623

 
$
102

 
$
286,787

Net income
 

 

 

 

 

 
20,878

 

 
20,878

Net unrealized gain from currency translation adjustment, net of tax expense of $80
 

 

 

 

 

 

 
273

 
273

Net unrealized loss from derivative instruments, net of tax benefit of $139
 

 

 

 

 

 

 
(474
)
 
(474
)
Shares repurchased
 

 

 
(8
)
 

 
(317
)
 

 

 
(317
)
Shares issued under stock compensation plans
 

 

 
7

 

 
160

 

 

 
160

Cancellation of restricted stock in satisfaction of withholding tax
 

 

 
(15
)
 

 
(545
)
 

 

 
(545
)
Stock-based compensation expense, net of forfeitures
 

 

 

 

 
1,265

 

 

 
1,265

Accretion of preferred shares issuance costs
 

 
21

 

 

 

 
(21
)
 

 
(21
)
Preferred stock dividends ($0.32 per share)
 

 

 

 

 

 
(801
)
 

 
(801
)
Adoption of ASU 2016-02
 

 

 

 

 

 
233

 

 
233

Balances at March 31, 2019
 
2,500

 
$
49,575

 
6,160

 
$
62

 
$
563

 
$
306,912

 
$
(99
)
 
$
307,438


See accompanying notes to the unaudited condensed consolidated financial statements.

7


WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
Cash flows from operating activities:
 
 
 
Net income
$
4,286

 
$
20,878

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization expense
23,390

 
20,258

Write-down of equipment
2,129

 
1,105

Stock-based compensation expenses
2,117

 
1,265

Amortization of deferred costs
1,448

 
1,757

Allowances and provisions
168

 
274

Gain on sale of leased equipment
(2,067
)
 
(9,570
)
Income from joint ventures
(207
)
 
(946
)
Loss on debt extinguishment
4,688

 

Loss on disposal of property, equipment and furnishings

 
(36
)
Deferred income taxes
4,129

 
7,014

Changes in assets and liabilities:
 
 
 
Receivables
(7,232
)
 
(1,990
)
Inventory
894

 
8,538

Other assets
(624
)
 
(308
)
Accounts payable and accrued expenses
(12,630
)
 
(8,954
)
Maintenance reserves
5,537

 
(543
)
Security deposits
3,734

 
(2,711
)
Unearned revenue
(1,500
)
 
(403
)
Net cash provided by operating activities
28,260

 
35,628

 
 
 
 
Cash flows from investing activities:
 
 
 
Proceeds from sale of equipment (net of selling expenses)
11,710

 
133,768

Issuance of notes receivable
(80,063
)
 
(30,783
)
Payments received on notes receivable
2,355

 
166

Capital contributions to joint ventures

 
(5,013
)
Purchase of equipment held for operating lease and for sale
(75,727
)
 
(92,226
)
Purchase of property, equipment and furnishings
(1,470
)
 
(606
)
Net cash (used in) provided by investing activities
(143,195
)
 
5,306

 
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from debt obligations
643,200

 
102,120

Debt issuance costs
(5,779
)
 

Principal payments on debt obligations
(265,574
)
 
(142,880
)
Debt prepayment costs
(2,374
)
 

Proceeds from shares issued under stock compensation plans
200

 
160

Cancellation of restricted stock units in satisfaction of withholding tax
(348
)
 
(545
)
Repurchase of common stock

 
(286
)
Preferred stock dividends
(819
)
 
(819
)
Net cash provided by (used in) financing activities
368,506

 
(42,250
)
 
 
 
 
Increase/(Decrease) in cash, cash equivalents and restricted cash
253,571

 
(1,316
)
Cash, cash equivalents and restricted cash at beginning of period
63,668

 
81,949

Cash, cash equivalents and restricted cash at end of period
$
317,239

 
$
80,633

Supplemental disclosures of cash flow information:
 
 
 
Net cash paid for:
 
 
 
Interest
$
14,005

 
$
17,301

Income Taxes
$
(12
)
 
$
(359
)
 
 
 
 
Supplemental disclosures of non-cash activities:
 
 
 
Purchase of equipment held for operating lease
$
5,680

 
$

Transfers from Equipment held for operating lease to Spare parts inventory
$
889

 
$
6,702

Transfers from Equipment held for sale to Spare parts inventory
$

 
$
4,471

Accrued preferred stock dividends
$
677

 
$
667

Accrued share repurchases
$

 
$
100


See accompanying notes to the unaudited condensed consolidated financial statements.

8


WILLIS LEASE FINANCE CORPORATION 
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2020
(Unaudited)
Unless the context requires otherwise, references to the “Company”, “WLFC”, “we”, “us” or “our” in this Quarterly Report on Form 10-Q refer to Willis Lease Finance Corporation and its subsidiaries.
1.  Summary of Significant Accounting Policies

The significant accounting policies of the Company were described in Note 1 to the audited consolidated financial statements included in the Company’s 2019 Form 10-K. There have been no significant changes in the Company’s significant accounting policies for the three months ended March 31, 2020.

(a)   Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), consistent in all material respects with those applied in our Form 10-K for the fiscal year ended December 31, 2019, for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the 2019 Form 10-K. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the condensed consolidated balance sheets, statements of income, statements of comprehensive income, statements of redeemable preferred stock and shareholders' equity and statements of cash flows for such interim periods presented. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year.

In accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. These estimates and judgments are based on historical experience and other assumptions that management believes are reasonable and the inputs into management's estimates and judgment consider the economic implications of the COVID-19 pandemic on the Company's critical and significant accounting estimates. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The significant estimates made in the accompanying Unaudited Condensed Consolidated Financial Statements include certain assumptions related to intangible assets, long-lived assets, equipment held for sale and estimated income taxes. Actual results may differ materially from these estimates under different assumptions or conditions. Given the uncertainty in the rapidly changing market and economic conditions related to the COVID-19 pandemic, the Company will continue to evaluate the nature and extent of the impact to its business, results of operations and financial condition.

(b) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, including VIEs, where the Company is the primary beneficiary in accordance with consolidation guidance. The Company first evaluates all entities in which it has an economic interest to determine whether for accounting purposes the entity is either a VIE or a voting interest entity. If the entity is a VIE, the Company consolidates the financial statements of that entity if it is the primary beneficiary of such entity's activities.  If the entity is a voting interest entity, the Company consolidates the entity when it has a majority of voting interests in such entity. Intercompany transactions and balances have been eliminated in consolidation.

(c)   Risks and Uncertainties

As a result of the COVID-19 pandemic, the Company has temporarily closed its headquarters and other offices, required its employees and contractors to predominately work remotely, and implemented travel restrictions, all of which represent a significant disruption in how the Company operates its business. The operations of the Company's partners and customers have likewise been disrupted. The worldwide spread of the COVID-19 virus is expected to result in a global slowdown of economic activity. While the duration and extent of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment actions, it has already had an adverse effect on the global economy and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. In particular, the ongoing COVID-19 pandemic has caused significant disruptions

9


to the airline industry that could persist and result in reduced demand for air travel for the foreseeable future. Dramatically lower demand for air travel in turn presents significant risks to the Company, not all of which the Company is able to fully evaluate or even to foresee at the current time, and could negatively impact collections of accounts receivable, cause the Company's lessee customers to not enter into new leases, reduce spending from new and existing customers for leases or spare parts or equipment, lower usage fees, cause some of the Company’s customers to go out of business, and limit the ability of the Company’s personnel to travel to customers and potential customers, all of which could adversely affect the Company’s business, results of operations, and financial condition. As of the date of issuance of the Unaudited Condensed Consolidated Financial Statements, the Company is not aware of any specific event or circumstance related to the COVID-19 pandemic that would require it to update its estimates or judgments or adjust the carrying value of its assets or liabilities. Actual results could differ from those estimates and any such differences may be material to the Unaudited Condensed Consolidated Financial Statements.

(d)   Recent Accounting Pronouncements

Recent Accounting Pronouncements Adopted by the Company

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-03, “Codification Improvements to Financial Instruments” (“ASU 2020-03”). The ASU improves a variety of codification topics by eliminating inconsistencies and providing clarifications making the codification easier to apply. The conforming amendments are effective upon issuance and did not materially impact our consolidated financial statements.

Recent Accounting Pronouncements To Be Adopted by the Company

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 revises the measurement of credit losses for financial assets measured at amortized cost from an incurred loss methodology to an expected loss methodology. ASU 2016-13 affects trade receivables, debt securities, net investment in leases, and most other financial assets that represent a right to receive cash. Additional disclosures about significant estimates and credit quality are also required. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” This ASU clarifies receivables from operating leases are accounted for using the lease guidance and not as financial instruments. In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” This ASU clarifies various scoping and other issues arising from ASU 2016-13. In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments.” This ASU improves the Codification and amends the interaction of Topic 842 and Topic 326. The amendments in this ASU are effective for the Company on January 1, 2023, with early adoption permitted. The Company expects to adopt this accounting standard update effective January 1, 2023. The Company is evaluating the potential effects on the consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. ASU 2019-12 also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company plans to adopt this guidance effective January 1, 2021 and is currently evaluating the potential impact adoption will have on the consolidated financial statements and related disclosures.

10


2. Revenue from Contracts with Customers

The following tables disaggregate revenue by major source for the three months ended March 31, 2020 and 2019 (in thousands):
Three months ended March 31, 2020
 
Leasing and
Related Operations
 
Spare Parts Sales
 
Eliminations (1)
 
Total
Leasing revenue
 
$
66,923

 
$

 
$

 
$
66,923

Spare parts and equipment sales
 
1,225

 
7,880

 

 
9,105

Gain on sale of leased equipment
 
2,067

 

 

 
2,067

Managed services
 
2,494

 

 

 
2,494

Other revenue
 
1,015

 
239

 
(234
)
 
1,020

Total revenue
 
$
73,724

 
$
8,119

 
$
(234
)
 
$
81,609

 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2019
 
Leasing and
Related Operations
 
Spare Parts Sales
 
Eliminations (1)
 
Total
Leasing revenue (2)
 
$
73,719

 
$

 
$

 
$
73,719

Spare parts and equipment sales
 
2,485

 
15,017

 

 
17,502

Gain on sale of leased equipment
 
9,570

 

 

 
9,570

Managed services (2)
 
2,128

 

 

 
2,128

Other revenue (2)
 
850

 
94

 
(94
)
 
850

Total revenue
 
$
88,752

 
$
15,111

 
$
(94
)
 
$
103,769

_____________________________
(1)
Represents revenue generated between our reportable segments.
(2)
Certain amounts have been reclassified to conform with the classification as of March 31, 2020.
3.  Investments

In 2011, the Company entered into an agreement with Mitsui & Co., Ltd. to participate in a joint venture formed as a Dublin-based Irish limited company - Willis Mitsui & Company Engine Support Limited (“WMES”) for the purpose of acquiring and leasing jet engines. Each partner holds a fifty percent interest in the joint venture and the Company uses the equity method in recording investment activity. As of March 31, 2020, WMES owned a lease portfolio of 36 engines and five aircraft with a net book value of $302.9 million.

In 2014, the Company entered into an agreement with China Aviation Supplies Import & Export Corporation (“CASC”) to participate in a joint venture named CASC Willis Engine Lease Company Limited (“CASC Willis”), a joint venture based in Shanghai, China. Each partner holds a fifty percent interest in the joint venture and the Company uses the equity method in recording investment activity. CASC Willis acquires and leases jet engines to Chinese airlines and concentrates on the demand for leased commercial aircraft engines and aviation assets in the People’s Republic of China. As of March 31, 2020, CASC Willis owned a lease portfolio of four engines with a net book value of $47.8 million.
Three Months Ended March 31, 2020
 
WMES
 
CASC Willis
 
Total
 
 
(in thousands)
Investment in joint ventures as of December 31, 2019
 
$
44,134

 
$
13,802

 
$
57,936

Earnings from joint ventures
 
205

 
2

 
207

Foreign currency translation adjustment
 

 
(221
)
 
(221
)
Investment in joint ventures as of March 31, 2020
 
$
44,339

 
$
13,583

 
$
57,922



“Other revenue” on the Condensed Consolidated Statements of Income includes management fees earned of $0.5 million and $0.6 million during the three months ended March 31, 2020 and 2019, respectively, related to the servicing of engines for the WMES lease portfolio.

There were no aircraft or engine sales to WMES during the three months ended March 31, 2020. During the three months ended March 31, 2019, the Company sold five aircraft to WMES for $75.5 million.

There were no aircraft or engine sales to CASC Willis during the three months ended March 31, 2020 or 2019.

11



Unaudited summarized financial information for 100% of WMES is presented in the following tables:
 
Three Months Ended March 31
 
2020
 
2019
 
(in thousands)
Revenue
$
8,111

 
$
9,543

Expenses
7,754

 
8,372

WMES net income
$
357

 
$
1,171

 
March 31,
2020
 
December 31,
2019
 
(in thousands)
Total assets
$
331,526

 
$
322,606

Total liabilities
235,615

 
227,052

Total WMES net equity
$
95,911

 
$
95,554


4.  Debt Obligations

Debt obligations consisted of the following:
 
March 31,
2020
 
December 31,
2019
 
(in thousands)
Credit facility at a floating rate of interest of one-month LIBOR plus 1.375% at March 31, 2020, secured by engines. The facility has a committed amount of $1.0 billion at March 31, 2020, which revolves until the maturity date of June 2024
$
638,000

 
$
397,000

WEST V Series A 2020 term notes payable at a fixed rate of interest of 3.23%, maturing in March 2045, secured by engines
303,000

 

WEST V Series B 2020 term notes payable at a fixed rate of interest of 4.21%, maturing in March 2045, secured by engines
42,100

 

WEST V Series C 2020 term notes payable at a fixed rate of interest of 6.66%, maturing in March 2045, secured by engines
21,100

 

WEST IV Series A 2018 term notes payable at a fixed rate of interest of 4.75%, maturing in September 2043, secured by engines
295,006

 
307,014

WEST IV Series B 2018 term notes payable at a fixed rate of interest of 5.44%, maturing in September 2043, secured by engines
42,144

 
43,859

WEST III Series A 2017 term notes payable at a fixed rate of interest of 4.69%, maturing in August 2042, secured by engines
254,663

 
257,754

WEST III Series B 2017 term notes payable at a fixed rate of interest of 6.36%, maturing in August 2042, secured by engines
36,418

 
36,860

WEST II Series A 2012 term notes payable at a fixed rate of interest of 5.50%, repaid in March 2020, secured by engines

 
211,572

Note payable at three-month LIBOR plus a margin ranging from 1.85% to 2.50% at March 31, 2020, maturing in July 2022, secured by engines
7,004

 
7,286

Note payable at a fixed rate of interest of 3.18%, maturing in July 2024, secured by an aircraft
8,660

 
9,124

 
1,648,095

 
1,270,469

Less: unamortized debt issuance costs
(21,889
)
 
(19,463
)
Total debt obligations
$
1,626,206

 
$
1,251,006



One-month LIBOR was 0.99% and 1.76% as of March 31, 2020 and December 31, 2019, respectively. Three-month LIBOR was 1.45% and 1.91% as of March 31, 2020 and December 31, 2019, respectively.


12


Principal outstanding at March 31, 2020, is expected to be repayable as follows:
Year
 
(in thousands)
2020
 
$
39,220

2021
 
53,492

2022
 
59,488

2023
 
54,616

2024
 
691,783

Thereafter
 
749,496

Total
 
$
1,648,095



On March 3, 2020, WLFC and its direct, wholly-owned subsidiary Willis Engine Structured Trust V (“WEST V”) (formerly known as Willis Engine Securitization Trust II (“WEST II”)), closed its offering of $366.2 million aggregate principal amount of fixed rate notes (the “Notes”). The Notes were issued in three series, with the Series A Notes issued in an aggregate principal amount of $303.0 million, the Series B Notes issued in an aggregate principal amount of $42.1 million and the Series C Notes issued in an aggregate principal amount of $21.1 million. The Notes are secured by, among other things, WEST V’s direct and indirect ownership interests in a portfolio of 54 aircraft engines and three airframes, including 25 aircraft engines and three airframes which WEST V will acquire from WLFC pursuant to an asset purchase agreement.

The Series A Notes have a fixed coupon of 3.228%, an expected maturity of approximately eight years and a final maturity date of March 15, 2045, the Series B Notes have a fixed coupon of 4.212%, an expected maturity of approximately eight years and a final maturity date of March 15, 2045 and the Series C Notes have a fixed coupon of 6.657%, an expected maturity of approximately eight years and a final maturity date of March 15, 2045. The Series A Notes were issued at a price of 99.99859% of par, the Series B Notes were issued at a price of 99.99493% of par and the Series C Notes were issued at a price of 99.99918% of par. Principal on the Notes is payable monthly to the extent of available cash in accordance with a priority of payments included in the indenture for the Notes. Proceeds from asset sales by WEST V will be used, at WEST V's election subject to certain conditions, to reduce WEST V's debt or to acquire other engines or airframes.

The Company recognized a $4.7 million loss on debt extinguishment upon the repayment of the WEST II Series A 2012 term notes in March 2020.

Virtually all of the above debt requires ongoing compliance with certain financial covenants, including debt/equity ratios, minimum tangible net worth and minimum interest coverage ratios, and other eligibility criteria including customer and geographic concentration restrictions. The Company also is required to comply with certain negative financial covenants such as prohibitions on liens, advances, change in business, sales of assets, dividends and stock repurchases. These covenants are tested either monthly or quarterly and the Company was in full compliance with all financial covenant requirements at March 31, 2020.
5.  Derivative Instruments

The Company periodically holds interest rate derivative instruments to mitigate exposure to changes in interest rates, predominantly one-month LIBOR, with $645.0 million and $404.3 million of variable rate borrowings at March 31, 2020 and December 31, 2019, respectively. As a matter of policy, management does not use derivatives for speculative purposes.  As of March 31, 2020, the Company has two interest rate swap agreements. One interest rate swap agreement was entered into during 2016 which has a notional outstanding amount of $100.0 million, with a remaining term of 13 months as of March 31, 2020. During 2019, the Company entered into one additional fixed-rate interest swap agreement which has a notional outstanding amount of $100.0 million, with a remaining term of 51 months as of March 31, 2020. The derivative instruments were designated as cash flow hedges and recorded at fair value.

The Company evaluated the effectiveness of the swaps to hedge the interest rate risk associated with its variable rate debt and concluded at the swap inception dates that the swaps were highly effective in hedging that risk. The Company evaluates the effectiveness of the hedging relationships on an ongoing basis.

The Company estimates the fair value of derivative instruments using a discounted cash flow technique and has used creditworthiness inputs that corroborate observable market data when evaluating the Company’s and counterparty’s risk of non-performance. Valuation of the derivative instruments requires certain assumptions for underlying variables and the use of different assumptions would result in a different valuation. Management believes it has applied assumptions consistently during the period. The Company applies hedge accounting and accounts for the change in fair value of its cash flow hedges through other comprehensive income for all derivative instruments.

13



The net fair value of the interest rate swaps was a $5.0 million and $1.7 million net liability as of March 31, 2020 and December 31, 2019, respectively. The Company recorded an adjustment to interest expense of $36.0 thousand and $(0.2) million during the three months ended March 31, 2020 and 2019, respectively, from derivative instruments.

Effect of Derivative Instruments on Earnings in the Statements of Income and on Comprehensive Income 

The following tables provide additional information about the financial statement effects related to the cash flow hedges for the three months ended March 31, 2020 and 2019:
Derivatives in Cash Flow Hedging Relationships
 
Amount of Loss Recognized
in OCI on Derivatives
(Effective Portion)
 
Location of Loss (Gain)
Reclassified from
Accumulated OCI into
Income
(Effective Portion)
 
Amount of Loss (Gain) Reclassified
from Accumulated OCI into Income
(Effective Portion)
 
Three Months Ended March 31,
 
 
Three Months Ended March 31,
 
2020
 
2019
 
 
2020
 
2019
 
 
(in thousands)
 
 
 
(in thousands)
Interest rate contracts
 
$
3,318

 
$
613

 
Interest expense
 
$
36

 
$
(203
)
Total
 
$
3,318

 
$
613

 
Total
 
$
36

 
$
(203
)

The effective portion of the change in fair value on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income and is reclassified into earnings in the period during which the transaction being hedged affects earnings or it is probable that the forecasted transaction will not occur. The ineffective portion of the hedges, if any, is recorded in earnings in the current period. There was no ineffectiveness in the hedge for the period ended March 31, 2020.

Counterparty Credit Risk

The Company evaluates the creditworthiness of the counterparties under its hedging agreements. The counterparties for the interest rate swaps are large financial institutions that possessed investment grade credit ratings. Based on these ratings, the Company believes that the counterparties were credit-worthy and that their continuing performance under the hedging agreements was probable and did not require the counterparties to provide collateral or other security to the Company.
6.  Income Taxes

Income tax expense for the three months ended March 31, 2020 and 2019 was $4.2 million and $7.0 million, respectively. The effective tax rate for the three months ended March 31, 2020 and 2019 was 49.8% and 25.0%, respectively.

The Company records tax expense or benefit for unusual or infrequent items discretely in the period in which they occur. The Company’s tax rate is subject to change based on changes in the mix of assets leased to domestic and foreign lessees, state taxes, the amount of executive compensation exceeding $1.0 million as defined in IRS code 162(m) and numerous other factors, including changes in tax law.
7. Fair Value Measurements

The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision.

Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.


14


Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

Cash and cash equivalents, restricted cash, receivables, and accounts payable: The amounts reported in the accompanying Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature.

Notes receivable: The carrying amount of the Company’s outstanding balance on its Notes receivable as of March 31, 2020 and December 31, 2019 was estimated to have a fair value of approximately $117.0 million and $39.7 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs).

Debt obligations: The carrying amount of the Company’s outstanding balance on its Debt obligations as of March 31, 2020 and December 31, 2019 was estimated to have a fair value of approximately $1,609.1 million and $1,262.6 million respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs).

Assets Measured and Recorded at Fair Value on a Recurring Basis

As of March 31, 2020 and December 31, 2019, the Company measured the fair value of its interest rate swap agreements based on Level 2 inputs, due to the usage of inputs that can be corroborated by observable market data. The Company estimates the fair value of derivative instruments using a discounted cash flow technique and has used creditworthiness inputs that corroborate observable market data evaluating the Company’s and counterparties’ risk of non-performance. The interest rate swaps had a net fair value of $5.0 million and $1.7 million representing a net liability as of March 31, 2020 and December 31, 2019, respectively. For the three months ended March 31, 2020 and 2019, $36.0 thousand and $(0.2) million was realized through the income statement as an adjustment to interest expense.

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

The Company determines fair value of long-lived assets held and used, such as Equipment held for operating lease and Equipment held for sale, by reference to independent appraisals, quoted market prices (e.g. an offer to purchase) and other factors. An impairment charge is recorded when the carrying value of the asset exceeds its fair value. The Company uses Level 2 inputs to measure write-downs of equipment held for lease and equipment held for sale.
 
Total Losses
 
Three Months Ended March 31,
 
2020
 
2019
 
(in thousands)
Equipment held for lease
$
2,059

 
$
1,105

Equipment held for sale
70

 

Total
$
2,129

 
$
1,105



A write-down of $2.1 million was recorded during the three months ended March 31, 2020 due to a management decision to monetize three engines either by sale to a third party or for part-out, in which the net book values exceeded the estimated proceeds. As of March 31, 2020, included within equipment held for lease and equipment held for sale was $24.7 million in remaining book values of nine engines which were previously written down.

A write-down of $1.1 million was recorded during the three months ended March 31, 2019 for two engines due to a management decision to part-out the engines, in which the net book values exceeded the estimated proceeds.
8.  Earnings Per Share

Basic earnings per common share is computed by dividing net income, less preferred stock dividends and accretion of preferred

15


stock issuance costs, by the weighted average number of common shares outstanding for the period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings per share attributable to common stockholders is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted. The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the vesting of restricted stock using the treasury stock method. Common stock equivalents are not included in diluted earnings per share when their inclusion is antidilutive. Additionally, redeemable preferred stock is not convertible and does not affect dilutive shares.

There were no anti-dilutive shares included in the computations of diluted weighted average earnings per common share for the three months ended March 31, 2020 and 2019.

The following table presents the calculation of basic and diluted EPS (in thousands, except per share data):
 
Three Months Ended March 31,
 
2020
 
2019
Net income attributable to common shareholders
$
3,455

 
$
20,056

 
 
 
 
Basic weighted average common shares outstanding
5,860

 
5,779

Potentially dilutive common shares
264

 
199

Diluted weighted average common shares outstanding
6,124

 
5,978

 
 
 
 
Basic weighted average earnings per common share
$
0.59

 
$
3.47

Diluted weighted average earnings per common share
$
0.56

 
$
3.35


9. Equity

Common Stock Repurchase

Effective December 31, 2018, the Board of Directors approved the renewal of the existing common stock repurchase plan extending the plan through December 31, 2020 and amending the plan to allow for repurchases of up to $60.0 million of the Company's common stock until such date. Repurchased shares are immediately retired. No shares were repurchased during the three months ended March 31, 2020. During the three months ended March 31, 2019, the Company repurchased a total of 7,671 shares of common stock for approximately $0.3 million at a weighted average price of $41.34 per share. At March 31, 2020, approximately $56.4 million is available to purchase shares under the plan.

Redeemable Preferred Stock

Dividends: The Company’s Series A-1 Preferred Stock and Series A-2 Preferred Stock accrue quarterly dividends at the rate per annum of 6.5% per share. During the three months ended March 31, 2020 and 2019, the Company paid total dividends of $0.8 million and $0.8 million, respectively, on the Series A-1 and Series A-2 Preferred Stock. For additional disclosures on the Company’s Redeemable Preferred Stock, refer to Note 12 in the 2019 Form 10-K.
10.  Stock-Based Compensation Plans

The components of stock-based compensation expense were as follows:
 
Three months ended March 31,
 
2020
 
2019
 
(in thousands)
2007 Stock Incentive Plan
$
1,025

 
$
1,259

2018 Stock Incentive Plan
1,060

 

Employee Stock Purchase Plan
32

 
6

Total Stock Compensation Expense
$
2,117

 
$
1,265



The significant stock compensation plans are described below.


16


The 2007 Stock Incentive Plan (the “2007 Plan”) was adopted in May 2007. Under the 2007 Plan, a total of 2,800,000 shares were authorized for stock-based compensation available in the form of either restricted stock awards (“RSAs”) or stock options. The RSAs are subject to service-based vesting, typically between one and three years, where a specific period of continued employment must pass before an award vests. The expense associated with these awards is recognized on a straight-line basis over the respective vesting period, with forfeitures accounted for as they occur. For any vesting tranche of an award, the cumulative amount of compensation cost recognized is equal to the portion of the grant‑date fair value of the award tranche that is actually vested at that date. As of March 31, 2020, there were no stock options outstanding under the 2007 Plan.

The 2018 Stock Incentive Plan (the “2018 Plan”) was adopted in May 2018. Under the 2018 Plan, a total of 800,000 shares are authorized for stock-based compensation, plus the number of shares remaining under the 2007 Plan and any future forfeited awards under the 2007 Plan, in the form of RSAs. The RSAs are subject to service-based vesting, typically between one and three years, where a specific period of continued employment or service must pass before an award vests. The expense associated with these awards is recognized on a straight-line basis over the respective vesting period, with forfeitures accounted for as they occur. For any vesting tranche of an award, the cumulative amount of compensation cost recognized is equal to the portion of the grant‑date fair value of the award tranche that is actually vested at that date.

As of March 31, 2020, the Company had granted 279,400 RSAs under the 2018 Plan and had 615,196 shares available for future issuance. The fair value of the restricted stock awards equaled the stock price at the grant date.

The following table summarizes restricted stock activity under the 2007 and 2018 Plans during the three months ended March 31, 2020:
 
Shares
Balance as of December 31, 2019
505,467

Shares granted

Shares forfeited

Shares vested
(60,811
)
Balance as of March 31, 2020
444,656



Under the Employee Stock Purchase Plan (“ESPP”), as amended and restated effective April 1, 2018, 325,000 shares of common stock have been reserved for issuance. Eligible employees may designate not more than 10% of their cash compensation to be deducted each pay period for the purchase of common stock under the ESPP. Participants may purchase not more than 1,000 shares or $25,000 of common stock in any one calendar year. Each January 31 and July 31 shares of common stock are purchased with the employees’ payroll deductions from the immediately preceding six months at a price per share of 85% of the lesser of the market price of the common stock on the purchase date or the market price of the common stock on the date of entry into an offering period. In the three months ended March 31, 2020 and 2019, 3,892 and 6,732 shares of common stock, respectively, were issued under the ESPP. The Company issues new shares through its transfer agent upon employee stock purchase.
11. Reportable Segments

The Company has two reportable segments: (i) Leasing and Related Operations which involves acquiring and leasing, primarily pursuant to operating leases, commercial aircraft, aircraft engines and other aircraft equipment and the selective purchase and resale of commercial aircraft engines and other aircraft equipment and other related businesses and (ii) Spare Parts Sales which involves the purchase and resale of after-market engine parts, whole engines, engine modules and portable aircraft components.

The Company evaluates the performance of each of the segments based on profit or loss after general and administrative expenses. While the Company believes there are synergies between the two business segments, the segments are managed separately because each requires different business strategies.


17


The following tables present a summary of the reportable segments (in thousands):
Three Months Ended March 31, 2020
 
Leasing and 
Related Operations
 
Spare Parts Sales
 
Eliminations (1)
 
Total
Revenue:
 
 
 
 
 
 
 
 
Lease rent revenue
 
$
46,395

 
$

 
$

 
$
46,395

Maintenance reserve revenue
 
20,528

 

 

 
20,528

Spare parts and equipment sales
 
1,225

 
7,880

 

 
9,105

Gain on sale of leased equipment
 
2,067

 

 

 
2,067

Other revenue
 
3,509

 
239

 
(234
)
 
3,514

Total revenue
 
73,724

 
8,119

 
(234
)
 
81,609

 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
Depreciation and amortization expense
 
23,375

 
15

 

 
23,390

Cost of spare parts and equipment sales
 
148

 
6,540

 

 
6,688

Write-down of equipment
 
2,129

 

 

 
2,129

General and administrative
 
18,542

 
1,025

 

 
19,567

Technical expense
 
1,127

 

 

 
1,127

Net finance costs:
 
 
 
 
 
 
 
 
Interest expense
 
15,696

 

 

 
15,696

Loss on debt extinguishment
 
4,688

 

 

 
4,688

Total finance costs
 
20,384

 

 

 
20,384

Total expenses
 
65,705

 
7,580

 

 
73,285

Earnings from operations
 
$
8,019

 
$
539

 
$
(234
)
 
$
8,324

 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2019
 
Leasing and 
Related Operations
 
Spare Parts Sales
 
Eliminations (1)
 
Total
Revenue:
 
 
 
 
 
 
 
 
Lease rent revenue
 
$
48,369

 
$

 
$

 
$
48,369

Maintenance reserve revenue
 
25,350

 

 

 
25,350

Spare parts and equipment sales
 
2,485

 
15,017

 

 
17,502

Gain on sale of leased equipment
 
9,570

 

 

 
9,570

Other revenue
 
2,978

 
94

 
(94
)
 
2,978

Total revenue
 
88,752

 
15,111

 
(94
)
 
103,769

 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
Depreciation and amortization expense
 
20,236

 
22

 

 
20,258

Cost of spare parts and equipment sales
 
1,836

 
12,576

 

 
14,412

Write-down of equipment
 
1,105

 

 

 
1,105

General and administrative
 
19,974

 
1,466

 

 
21,440

Technical expense
 
1,787

 
1

 

 
1,788

Interest expense
 
17,879

 

 

 
17,879

Total expenses
 
62,817

 
14,065

 

 
76,882

Earnings from operations
 
$
25,935

 
$
1,046

 
$
(94
)
 
$
26,887

______________________________
(1) Represents revenue generated between our operating segments.
 
 
Leasing and 
Related Operations
 
Spare Parts Sales
 
Eliminations
 
Total
Total assets as of March 31, 2020
 
$
2,280,355

 
$
46,300

 
$

 
$
2,326,655

Total assets as of December 31, 2019
 
$
1,898,313

 
$
42,295

 
$

 
$
1,940,608



18


12. Related Party Transactions
Joint Ventures

“Other revenue” on the Condensed Consolidated Statements of Income includes management fees earned of $0.5 million and $0.6 million during the three months ended March 31, 2020 and 2019, respectively, related to the servicing of engines for the WMES lease portfolio.

There were no aircraft or engine sales to WMES during the three months ended March 31, 2020. During the three months ended March 31, 2019, the Company sold five aircraft to WMES for $75.5 million.

There were no aircraft or engine sales to CASC Willis during the three months ended March 31, 2020 or 2019.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and notes thereto included under Part I, Item 1 of this Quarterly Report on Form 10-Q. In addition, reference should be made to our audited Consolidated Financial Statements and notes thereto and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2019 Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs, including potential impacts of the COVID-19 pandemic on our business, results of operations and financial condition. Our actual results may differ materially from those contained in or implied by any forward-looking statements. The financial information included in this discussion and in our consolidated financial statements may not be indicative of our consolidated financial position, operating results, changes in equity and cash flows in the future. See “Special Note Regarding Forward-Looking Statements” included earlier in this report.
Overview

Our core business is acquiring and leasing commercial aircraft and aircraft engines and related aircraft equipment pursuant to operating leases, all of which we sometimes collectively refer to as “equipment.” As of March 31, 2020, all of our leases were operating leases with the exception of three leases entered into during the first quarter of 2020 and two leases entered into during the first quarter of 2019 which are classified as notes receivable under Accounting Standards Codification (“ASC”) 842. As of March 31, 2020, we had 77 lessees in 41 countries. Our portfolio is continually changing due to equipment acquisitions and sales. As of March 31, 2020, our $1,697.7 million equipment held for operating lease portfolio consisted of 260 engines, 10 aircraft, 10 other leased parts and equipment and one marine vessel. As of March 31, 2020, we also managed 451 engines, aircraft and related equipment on behalf of other parties.

Our wholly owned subsidiary Willis Asset Management Limited (“Willis Asset Management”) is focused on the engine management and consulting business. Willis Aeronautical Services, Inc. (“Willis Aero”) is a wholly-owned subsidiary whose primary focus is the sale of aircraft engine parts and materials through the acquisition or consignment of aircraft and engines.

We actively manage our portfolio and structure our leases to maximize the residual values of our leased assets. Our leasing business focuses on popular Stage IV commercial jet engines manufactured by CFMI, General Electric, Pratt & Whitney, Rolls Royce and International Aero Engines. These engines are the most widely used engines in the world, powering Airbus, Boeing, Bombardier and Embraer aircraft.

COVID-19 Impact

As a result of the COVID-19 pandemic, we have temporarily closed our headquarters and other offices, required our employees and contractors to predominately work remotely, and implemented travel restrictions, all of which represent a significant disruption in how we operate our business. The operations of our partners and customers have likewise been disrupted. The worldwide spread of the COVID-19 virus is expected to result in a global slowdown of economic activity. While the duration and extent of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment actions, it has already had an adverse effect on the global economy and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. In particular, the ongoing COVID-19 pandemic has caused significant disruptions to the airline industry that could persist and result in reduced demand for air travel for the foreseeable future. Dramatically lower demand for air travel in turn presents significant risks to our Company, not all of which we are able to fully evaluate or even to foresee at the current time, and could negatively impact collections of accounts receivable, cause our lessee customers to not enter into new leases, reduce spending from new and existing customers for leases or spare parts or equipment, lower usage fees, cause some of our customers to go out of business, and limit the ability of our personnel to travel to customers and potential customers, all of which could adversely affect our business, results of operations, and financial condition. The COVID-19 pandemic is affecting our operations in the second quarter, and may continue to

19


do so indefinitely thereafter, and to a lesser extent had an impact on our first quarter results as noted below. The scope and nature of the impact of COVID-19 on the airline industry, and in turn our business, continue to evolve and the outcomes are uncertain. Given the uncertainty in the rapidly changing market and economic conditions related to COVID-19, we will continue to evaluate the nature and extent of the impact to our business and financial position.

The ultimate extent of the effects of the COVID-19 pandemic on our Company will depend on future developments, and such effects could exist for an extended period of time.
Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2019 Form 10-K.
Results of Operations
Three months ended March 31, 2020 compared to the three months ended March 31, 2019
Revenue is summarized as follows:
 
Three Months Ended March 31,
 
2020
 
2019
 
% Change
 
(dollars in thousands)
Lease rent revenue
$
46,395

 
$
48,369

 
(4.1
)%
Maintenance reserve revenue
20,528

 
25,350

 
(19.0
)%
Spare parts and equipment sales
9,105

 
17,502

 
(48.0
)%
Gain on sale of leased equipment
2,067

 
9,570

 
(78.4
)%
Other revenue
3,514

 
2,978

 
18.0
 %
Total revenue
$
81,609

 
$
103,769

 
(21.4
)%
Lease Rent Revenue. Lease rent revenue consists of rental income from long-term and short-term engine leases, aircraft leases, and other leased parts and equipment. Lease rent revenue decreased by $2.0 million, or 4.1%, to $46.4 million in the three months ended March 31, 2020 from $48.4 million for the three months ended March 31, 2019. The decrease is primarily due to fewer engines on lease when compared to the prior year period. During the three months ended March 31, 2020, we purchased equipment (including capitalized costs) totaling $75.7 million, which primarily consisted of four engines purchased for our lease portfolio. During the three months ended March 31, 2019, we purchased equipment (including capitalized costs) totaling $92.2 million, which primarily consisted of five engines, four aircraft and one marine vessel purchased for our lease portfolio.
One customer accounted for more than 10% of total lease rent revenue during the three months ended March 31, 2020 and 2019.
The aggregate net book value of equipment held for lease at March 31, 2020 and 2019, was $1,697.7 million and $1,605.1 million, respectively, an increase of 5.8% due to purchases of new engines during the first quarter of 2020. Average utilization (based on net book value) was approximately 86% and 89% for the three months ended March 31, 2020 and 2019, respectively.
Maintenance Reserve Revenue. Maintenance reserve revenue decreased $4.8 million, or 19.0%, to $20.5 million for the three months ended March 31, 2020 from $25.4 million for the three months ended March 31, 2019. Maintenance reserve revenue is directly influenced by on lease engine flight hours and cycles. Engines out on long-term lease with "reimbursable" usage fees generated maintenance reserve revenue of $8.6 million for the three months ended March 31, 2020 compared to $7.8 million in the comparable prior period. Engines out on lease with “non-reimbursable” usage fees generated $11.9 million of short-term maintenance revenues compared to $17.6 million in the comparable prior period, resulting from the decline in global flight traffic.

Spare Parts and Equipment Sales.  Spare parts and equipment sales decreased by $8.4 million, to $9.1 million for the three months ended March 31, 2020 compared to $17.5 million for the three months ended March 31, 2019. Spare parts sales for the three months ended March 31, 2020 were $8.2 million compared to $15.1 million in the same period of 2019. The decline in spare parts sales paralleled the slowdown in global flight traffic, which was influenced by the COVID-19 pandemic. Equipment sales for the three months ended March 31, 2020 were $0.9 million for the sale of one engine compared to $2.5 million for the sale of an airframe in the comparable period of 2019.

20


Gain on Sale of Leased Equipment. During the three months ended March 31, 2020, we sold seven engines from the lease portfolio for a net gain of $2.1 million. During the three months ended March 31, 2019, we sold six engines, six aircraft, and two airframes from the lease portfolio for a net gain of $9.6 million.
Other Revenue.  Other revenue increased by $0.5 million, to $3.5 million in the three months ended March 31, 2020 from $3.0 million in the three months ended March 31, 2019. The increase in the first quarter of 2020 compared to the prior year period primarily reflects the increase of interest revenue from our notes receivable.
Depreciation and Amortization Expense. Depreciation and amortization expense increased by $3.1 million, or 15.5%, to $23.4 million for the three months ended March 31, 2020 compared to $20.3 million for the three months ended March 31, 2019. The increase reflects the larger net book value of the lease portfolio, and the change in mix of portfolio to new generation engines, as compared to the prior year period.
Cost of Spare Parts and Equipment Sales.  Cost of spare parts and equipment sales decreased by $7.7 million, or 53.6%, to $6.7 million for the three months ended March 31, 2020 compared to $14.4 million for the three months ended March 31, 2019. Cost of spare parts sales for the three months ended March 31, 2020 was $6.5 million compared to $12.6 million in the comparable prior year period due to lower spare parts sales driven by lower industry wide demand driven by the COVID-19 pandemic. Cost of equipment sales was $0.1 million and $1.8 million for the three months ended March 31, 2020 and 2019, respectively.
Write-down of Equipment. Write-down of equipment was $2.1 million for the three months ended March 31, 2020, primarily reflecting the write-down of three engines. Write-down of equipment was $1.1 million for the three months ended March 31, 2019, reflecting the write-down of two engines.
General and Administrative Expenses. General and administrative expenses decreased by $1.9 million, or 8.7%, to $19.6 million for the three months ended March 31, 2020 compared to $21.4 million for the three months ended March 31, 2019. The decrease primarily reflects a decrease of $3.7 million in bonus accrual due to operating performance, partly offset by an increase of $0.9 million in stock-based compensation expense and $1.0 million in professional services expense, when compared to the prior year period.
Technical Expense. Technical expense consists of the non-capitalized cost of engine repairs, engine thrust rental fees, outsourced technical support services, sublease engine rental expense, engine storage and freight costs. Technical expense decreased by $0.7 million, or 37.0%, to $1.1 million for the three months ended March 31, 2020 compared to $1.8 million for the three months ended March 31, 2019. The decrease primarily reflects a decrease of $0.5 million in technical support services and a decrease of $0.2 million in engine freight and thrust rental fees.
Net Finance Costs. Net finance costs increased to $20.4 million for the three months ended March 31, 2020 compared to $17.9 million for the three months ended March 31, 2019. The increase was primarily due to a loss on debt extinguishment of $4.7 million, partly offset by lower interest expense as a result of lower interest rates in 2020 as compared to the prior year period. Debt obligations outstanding, net of unamortized debt issuance costs, as of March 31, 2020 and 2019, were $1,626.2 million and $1,297.8 million, respectively. After adjustment for interest rate derivative instruments, $438.0 million and $292.0 million as of March 31, 2020 and 2019, respectively, was tied to one-month LIBOR. As of March 31, 2020 and 2019, the Company held $200 million and $100 million of interest rate derivative instruments on this debt. As of March 31, 2020 and 2019, one-month LIBOR was 0.99% and 2.49% respectively.
Income Tax Expense.  Income tax expense was $4.2 million for the three months ended March 31, 2020 compared to $7.0 million for the three months ended March 31, 2019. The effective tax rate for the first quarter of 2020 was 49.8% compared to 25.0% in the prior year period. The increase in the effective tax rate was predominantly due to the 162(m) limitation.
Financial Position, Liquidity and Capital Resources
Liquidity
At March 31, 2020, the Company had $317.2 million of cash, cash equivalents and restricted cash, of which $81.4 million was unrestricted. We fund our operations primarily from cash provided by our leasing activities. We finance our growth through borrowings secured by our equipment lease portfolio. Cash of approximately $643.2 million and $102.1 million for the three months ended March 31, 2020 and 2019, respectively, was derived from our borrowing activities. In these same time periods, $265.6 million and $142.9 million, respectively, was used to pay down related debt.

While significant uncertainty exists as to the full impact of the COVID-19 pandemic on our liquidity and capital resources, as of the date of this report, we believe our cash liquidity, equity base, internally generated funds and existing debt facilities are sufficient to maintain our level of operations through the next twelve months. We believe that should the COVID-19 pandemic continue to disrupt the airline industry for a prolonged period, the cash flow pressures felt by our lessee customers due to such disruption could cause

21


reductions to our cash flows from operations. A decline in the level of such internally generated funds could result if the amount of equipment off-lease increases, if customers defer or default on lease or other payments due to financial hardship, there is a decrease in availability under our existing debt facilities, or there is a significant step-up in borrowing costs. Such decline would impair our ability to sustain our level of operations. We continue to discuss additions to our capital base with our commercial and investment banks. If we are not able to access additional capital, our ability to continue to grow our asset base consistent with historical trends will be impaired and our future growth limited to that which can be funded from internally generated capital.

For any interest rate swaps that we enter into, we will be exposed to risk in the event of non-performance of the interest rate hedge counter-parties. We anticipate that we may hedge additional amounts of our floating rate debt in the future.
Cash Flows Discussion
Cash flows provided by operating activities was $28.3 million and $35.6 million for the three months ended March 31, 2020 and 2019, respectively.

Cash flows from operations are driven significantly by payments made under our lease agreements, which comprise lease revenue, security deposits and maintenance reserves, and are offset by interest expense and general and administrative costs. Cash received as maintenance reserve payments for some of our engines on lease are partially restricted by our debt arrangements. The lease revenue stream, in the short-term, is at fixed rates while a portion of our debt is at variable rates. If interest rates increase, it is unlikely we could increase lease rates in the short term and this would cause a reduction in our earnings and operating cash flows. Revenue and maintenance reserves are also affected by the amount of equipment off lease. Approximately 85% and 86%, by book value, of our assets were on-lease as of March 31, 2020 and December 31, 2019, respectively. The average utilization rate (based on net book value) for the three months ended March 31, 2020 and 2019 was approximately 86% and 89%, respectively. If there is an increase in off-lease rates or deterioration in lease rates that are not offset by reductions in interest rates, there will be a negative impact on earnings and cash flows from operations.

Cash flows used in investing activities was $143.2 million for the three months ended March 31, 2020 and primarily reflected $80.1 million for three leases entered into during the first quarter of 2020 which are classified as notes receivable under ASU 2016-02, Leases (Topic 842) and $75.7 million for the purchase of equipment held for operating lease (including capitalized costs and prepaid deposits made in the period), partly offset by $11.7 million in proceeds from sales of equipment (net of selling expenses). Cash flows provided by investing activities was $5.3 million in the three months ended March 31, 2019, and primarily reflected $133.8 million in proceeds from sales of equipment (net of selling expenses), partly offset by $92.2 million for the purchase of equipment held for operating lease (including capitalized costs and prepaid deposits made in the period) and $30.8 million related to two leases entered into during the first quarter of 2019 which are classified as notes receivables.
Cash flows provided by financing activities was $368.5 million for the three months ended March 31, 2020 and primarily reflected $643.2 million in proceeds from debt obligations, partially offset by $265.6 million in principal payments and $8.2 million in debt issuance and prepayment costs. Cash flows used in financing activities was $42.3 million for the three months ended March 31, 2019 and primarily reflected $142.9 million in principal payments and $0.3 million in share repurchases, partly offset by $102.1 million in proceeds from the issuance of debt obligations.
Preferred Stock Dividends
The Company’s Series A-1 Preferred Stock and Series A-2 Preferred Stock accrue quarterly dividends at the rate per annum of 6.5% per share. During the three months ended March 31, 2020 and 2019, the Company paid total dividends of $0.8 million and $0.8 million, respectively, on the Series A-1 and Series A-2 Preferred Stock.
Debt Obligations and Covenant Compliance

On March 3, 2020, WLFC and its direct, wholly-owned subsidiary Willis Engine Structured Trust V (“WEST V”) (formerly known as Willis Engine Securitization Trust II (“WEST II”)), closed its offering of $366.2 million aggregate principal amount of fixed rate notes (the “Notes”). The Notes were issued in three series, with the Series A Notes issued in an aggregate principal amount of $303.0 million, the Series B Notes issued in an aggregate principal amount of $42.1 million and the Series C Notes issued in an aggregate principal amount of $21.1 million. The Notes are secured by, among other things, WEST V’s direct and indirect ownership interests in a portfolio of 54 aircraft engines and three airframes, including 25 aircraft engines and three airframes which WEST V will acquire from WLFC pursuant to an asset purchase agreement.

The Series A Notes have a fixed coupon of 3.228%, an expected maturity of approximately eight years and a final maturity date of March 15, 2045, the Series B Notes have a fixed coupon of 4.212%, an expected maturity of approximately eight years and a final maturity

22


date of March 15, 2045 and the Series C Notes have a fixed coupon of 6.657%, an expected maturity of approximately eight years and a final maturity date of March 15, 2045. The Series A Notes were issued at a price of 99.99859% of par, the Series B Notes were issued at a price of 99.99493% of par and the Series C Notes were issued at a price of 99.99918% of par. Principal on the Notes is payable monthly to the extent of available cash in accordance with a priority of payments included in the indenture for the Notes. Proceeds from asset sales by WEST V will be used, at WEST V's election subject to certain conditions, to reduce WEST V's debt or to acquire other engines or airframes.

The assets of WEST V are not available to satisfy the Company’s obligations other than the obligations specific to WEST V. WEST V is consolidated for financial statement presentation purposes. WEST V’s ability to make distributions and pay dividends to the Company is subject to the prior payments of its debt and other obligations and WEST V’s maintenance of adequate reserves and capital. Under WEST V, cash is collected in a restricted account, which is used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to the Company. Additionally, a portion of maintenance reserve payments and lease security deposits are formulaically accumulated in restricted accounts and are available to fund future maintenance events and to secure lease payments, respectively. The WEST V indenture requires that a minimum threshold of maintenance reserve and security deposit balances be held in restricted cash accounts.

We recognized a $4.7 million loss on debt extinguishment upon the repayment of the WEST II Series A 2012 term notes in March 2020.
At March 31, 2020, Debt obligations consisted of loans totaling $1,626.2 million, net of unamortized issuance costs, payable with interest rates varying between approximately 3.2% and 6.4%. Substantially all of our assets are pledged to secure our obligations to creditors. For further information on our debt instruments, see Note 4 “Debt Obligations” in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Virtually all of our debt requires our ongoing compliance with certain financial covenants including debt/equity ratios, minimum tangible net worth and minimum interest coverage ratios, and other eligibility criteria including customer and geographic concentration restrictions. Under our revolving credit facility, we can borrow no more than 85% of an engine’s net book value and 65% of an airframe’s, spare parts inventory’s or other assets net book value. Therefore, we must have other available funds for the balance of the purchase price of any new equipment to be purchased. Our revolving credit facility, certain indentures and other debt related agreements also contain cross-default provisions. If we do not comply with the covenants or eligibility requirements, we may not be permitted to borrow additional funds and accelerated payments may become necessary. Additionally, much of the debt is secured by engines and aircraft, and to the extent that engines or aircraft are sold, repayment of that portion of the debt could be required.

At March 31, 2020, we were in compliance with the covenants specified in our revolving credit facility, including the Interest Coverage Ratio requirement of at least 2.25 to 1.00, and the Total Leverage Ratio requirement to remain below 4.50 to 1.00. The Interest Coverage Ratio, as defined in the credit facility, is the ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) and other one-time charges to consolidated interest expense. The Total Leverage Ratio, as defined in the credit facility, is the ratio of total indebtedness to tangible net worth. At March 31, 2020, we were in compliance with the covenants specified in the WEST III, WEST IV and WEST V indentures, servicing and other debt related agreements.

Off-Balance Sheet Arrangements

As of March 31, 2020, we had no material off-balance sheet arrangements or obligations that have or are reasonably likely to have a current or future effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.


23


Contractual Obligations and Commitments

Repayments of our gross debt obligations primarily consist of scheduled installments due under term loans and are funded by the use of unrestricted cash reserves and from cash flows from ongoing operations. The table below summarizes our contractual commitments at March 31, 2020:
 
 
 
Payment due by period (in thousands)
 
Total
 
Less than
1 Year
 
1-3 Years
 
3-5 Years
 
More than
5 Years
Debt obligations
$
1,648,095

 
$
52,308

 
$
113,540

 
$
745,888

 
$
736,359

Interest payments under debt obligations
321,808

 
58,986

 
109,648

 
88,294

 
64,880

Operating lease obligations
4,182

 
981

 
1,620

 
775

 
806

Purchase obligations (1)
459,274

 

 
459,274

 

 

Total
$
2,433,359

 
$
112,275

 
$
684,082

 
$
834,957

 
$
802,045

_____________________________
(1)
Subsequent to March 31, 2020, $104.4 million of purchase obligations were deferred twelve months and are therefore reflected in the 1-3 Years period.

From time to time we enter into contractual commitments to purchase engines directly from original equipment manufacturers. As of the date of this report we have purchased three new LEAP-1B engines and are currently committed to purchasing 17 additional new LEAP-1B engines. Our purchase agreements generally contain terms that allow the Company to defer or cancel purchase commitments in certain situations. These engines are solely compatible with the Boeing 737 Max aircraft, the entire fleet of which is currently grounded worldwide. Our expectation is that we will be able to place these engines on lease upon the re-entry of the Boeing 737 Max aircraft into service.

We have estimated the interest payments due under debt obligations by applying the interest rates applicable at March 31, 2020 to the remaining debt, adjusted for the estimated debt repayments identified in the table above. Actual interest payments made will vary due to changes in the rates for one-month and three-month LIBOR.

Recent Accounting Pronouncements

The most recent adopted accounting pronouncements and accounting pronouncements to be adopted by the Company are described in Note 1 to our Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our primary market risk exposure is that of interest rate risk. A change in LIBOR rates would affect our cost of borrowing. Increases in interest rates, which may cause us to raise the implicit rates charged to our customers, could result in a reduction in demand for our leases. Alternatively, we may price our leases based on market rates so as to keep the fleet on-lease and suffer a decrease in our operating margin due to interest costs that we are unable to pass on to our customers. As of March 31, 2020, $645.0 million of our outstanding debt is variable rate debt. We estimate that for every one percent increase or decrease in interest rates on our variable rate debt, our annual interest expense would increase or decrease by $4.5 million.
We hedge a portion of our borrowings from time to time, effectively fixing the rate of these borrowings. This hedging activity helps protect us against reduced margins on longer term fixed rate leases. Such hedging activities may limit our ability to participate in the benefits of any decrease in interest rates but may also protect us from increases in interest rates. Furthermore, since lease rates tend to vary with interest rate levels, it is possible that we can adjust lease rates for the effect of change in interest rates at the termination of leases. Other financial assets and liabilities are at fixed rates.
We are also exposed to currency devaluation risk. Substantially all of our leases require payment in U.S. dollars. During the three months ended March 31, 2020 and 2019, respectively, 81% and 79% of our lease rent revenues came from non-United States domiciled lessees.  If these lessees’ currency devalues against the U.S. dollar, the lessees could potentially encounter difficulty in making their lease payments.

24


Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. In accordance with Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness and design of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of the end of the period covered by this report.  Based on such evaluation, our CEO and CFO have concluded that as of March 31, 2020 our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
(b) Inherent Limitations on Controls. Management, including the CEO and CFO, does not expect that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
(c) Changes in internal controls over financial reporting. There has been no change in our internal control over financial reporting during our fiscal quarter ended March 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II — OTHER INFORMATION
Item 1A. Risk Factors
Investors should carefully consider the risks in the “Risk Factors” in Part 1: Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 12, 2020. These risks are not the only ones facing the Company. Additional risks not currently known to us or that we currently believe are immaterial may also impair our business operations. Any of these risks could adversely affect our business, cash flows, financial condition and results of operations. The trading price of our common stock could fluctuate due to any of these risks, and investors may lose all or part of their investment. In assessing these risks, investors should also refer to the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and the risk factor below.

Our business has been and will continue to be negatively impacted by the recent COVID-19 outbreak, and COVID-19 related impacts could have a material adverse effect on the Company's business, operating results and financial condition.

As a result of the COVID-19 pandemic, we have temporarily closed our headquarters and other offices, required our employees and contractors to predominately work remotely, and implemented travel restrictions, all of which represent a significant disruption in how we operate our business. The operations of our partners and customers have likewise been disrupted. The worldwide spread of the COVID-19 virus is expected to result in a global slowdown of economic activity. While the duration and extent of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment actions, it has already had an adverse effect on the global economy and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. In particular, the ongoing COVID-19 pandemic has caused significant disruptions to the airline industry that could persist and result in reduced demand for air travel for the foreseeable future. We have experienced, and expect to continue to experience, diminished demand for leases of our engine and aircraft as a result of the COVID-19 pandemic, which has significantly disrupted domestic and international passenger airline travel. While these COVID-19 pandemic-related impacts have not to date, in the aggregate, had a material adverse impact on our business, results of operations and financial condition, we are unable to predict the extent or duration of these impacts as they will depend on future developments, which are highly uncertain and cannot be predicted at this time, such as the duration of the coronavirus pandemic and the timing and extent that passenger airline travel will increase and recover to levels before the pandemic. Potential challenges for our Company include declines in the values of aircraft, engines and related aircraft equipment in our portfolio, lower market rents for engines and aircraft offered for lease by us, and reduced demand by potential and existing customers for additional or replacement engines offered by us. In addition, the significant cash flow issues faced by airlines, including some of our customers, may cause some of our customers to be unable to timely meet their lease obligations to us or go out of business. Any nonpayment or late payment of lease payments by a significant lessee or combination of lessees could in turn impose limits on our ability to fund our ongoing operations as well as cause defaults under our debt obligations. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets which has and may continue to adversely impact the market value of our common stock and may adversely affect our ability to access capital markets. In addition, COVID-19 related impacts may also have the effect of heightening other risks described in our Annual Report on Form 10-K for the year ended December 31, 2019.

25


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None.
(b) None.
(c) Issuer Purchases of Equity Securities. Effective December 31, 2018, the Board of Directors approved the renewal of the existing common stock repurchase plan extending the plan through December 31, 2020 and amending the plan to allow for repurchases of up to $60.0 million of the Company's common stock until such date. In June 2019, the Company suspended repurchases under its 10b5-01 plan and no repurchases have been made between that date and March 31, 2020.
Item 5. Other Information
None.

26


Item 6.
EXHIBITS
Exhibit  Number
 
Description
10.45*
 
10.46*
 
10.47*
 
10.48*
 
10.49*
 
10.50*
 
10.51*
 
10.52*
 
10.53*
 
31.1
 
31.2
 
32
 
101.INS
 
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101
 
The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Redeemable Preferred Stock and Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104
 
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
_____________________________
*
Certain portions of this exhibit that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).

27


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 6, 2020
 
Willis Lease Finance Corporation
 
 
 
 
By:
/s/ Scott B. Flaherty
 
 
Scott B. Flaherty
 
 
Chief Financial Officer
 
 
(Principal Finance and Accounting Officer)

28
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.

EXECUTION VERSION



AMENDED AND RESTATED ADMINISTRATIVE AGENCY AGREEMENT
dated as of March 3, 2020
among
WILLIS ENGINE STRUCTURED TRUST V,
WILLIS LEASE FINANCE CORPORATION,
as the Administrative Agent
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Indenture Trustee and the Security Trustee
and
EACH MANAGED GROUP MEMBER




[**] = 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.

Table of Contents
 
 
 
Page

ARTICLE 1 DEFINITIONS
1

 
 
 
 
SECTION 1.01
 
Definitions
1

 
 
 
 
ARTICLE 2 APPOINTMENT; ADMINISTRATIVE SERVICES
1

 
 
 
 
SECTION 2.01
 
Appointment
1

SECTION 2.02
 
Limitations
2

SECTION 2.03
 
General Services
3

SECTION 2.04
 
Bank Account Management and Calculation Services
9

SECTION 2.05
 
Accounting Services
12

SECTION 2.06
 
Additional Administrative Services
14

SECTION 2.07
 
Replacement Asset
15

SECTION 2.08
 
New Subsidiaries
15

SECTION 2.09
 
Responsibility of WEST and each other Managed Group Member
15

 
 
 
 
ARTICLE 3 STANDARD OF PERFORMANCE; LIABILITY AND INDEMNITY
16

 
 
 
 
SECTION 3.01
 
Standard of Performance
16

SECTION 3.02
 
Conflicts of Interest
16

SECTION 3.03
 
Liability and Indemnity
17

 
 
 
 
ARTICLE 4 REPRESENTATIONS AND WARRANTIES
18

 
 
 
 
SECTION 4.01
 
Representations and Warranties by Administrative Agent
18

 
 
 
 
ARTICLE 5 ADMINSTRATIVE AGENT UNDERTAKINGS
19

 
 
 
 
SECTION 5.01
 
Administrative Agent Undertakings
19

 
 
 
 
ARTICLE 6 UNDERTAKINGS OF ISSUER GROUP
21

 
 
 
 
SECTION 6.01
 
Cooperation
21

SECTION 6.02
 
Information
21

SECTION 6.03
 
Scope of Services
22

SECTION 6.04
 
Ratification
22

SECTION 6.05
 
Covenants
22

SECTION 6.06
 
Ratification by Subsidiaries
23

 
 
 
 
ARTICLE 7 ADMINSTRATION FEES AND EXPENSES
24

 
 
 
 
SECTION 7.01
 
Administration Fees
24

SECTION 7.02
 
Expenses
24

SECTION 7.03
 
Payment of Expenses
24

 
 
 
 


i

[**] = 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.

ARTICLE 8 TERM; REMOVAL OF OR TERMINATION BY THE ADMINISTRATIVE AGENT
24

 
 
 
 
SECTION 8.01
 
Term
24

SECTION 8.02
 
Right to Terminate
25

SECTION 8.03
 
Consequences of Termination
27

SECTION 8.04
 
Survival
27

 
 
 
 
ARTICLE 9 ASSIGNMENT AND DELEGATION
27

 
 
 
 
SECTION 9.01
 
Assignment and Delegation
27

 
 
 
 
ARTICLE 10 MISCELLANEOUS
28

 
 
 
 
SECTION 10.01
 
Notices
28

SECTION 10.02
 
Governing Law
29

SECTION 10.03
 
Jurisdiction
29

SECTION 10.04
 
Waiver of Jury Trial
30

SECTION 10.05
 
Counterparts; Third Party Beneficiaries
30

SECTION 10.06
 
Entire Agreement
30

SECTION 10.07
 
Power of Attorney
30

SECTION 10.08
 
Table of Contents; Headings
30

SECTION 10.09
 
Restrictions on Disclosure
31

SECTION 10.10
 
No Partnership
32

SECTION 10.11
 
Nonpetition
32

SECTION 10.12
 
Concerning the Indenture Trustee and Security Trustee
32

SECTION 10.13
 
Amendments
32

SECTION 10.14
 
Asset Trustee Liability
33

Appendices
Appendix A        Definitions

Schedules
Schedule I        Account Information
Schedule II        Process Agent

Exhibits

Exhibit A        Form of Managed Group Member Supplement





ii

[**] = 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.

AMENDED AND RESTATED ADMINISTRATIVE AGENCY AGREEMENT (as amended, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement”) dated as of March 3, 2020, among WILLIS ENGINE STRUCTURED TRUST V (formerly known as Willis Engine Securitization Trust II) (“WEST”), a Delaware statutory trust, WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (together with its successors and permitted assigns, the “Administrative Agent” or “Willis”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as trustee under the Indenture (the “Indenture Trustee”) and as security trustee (the “Security Trustee”), and each Issuer Subsidiary signatory to this Agreement or that becomes a party under Section 6.06 (collectively with WEST, the “Managed Group Members”).
WHEREAS, WEST, the Administrative Agent, the Indenture Trustee and other Managed Group Members set forth on the signature pages hereto entered into an administrative agency agreement, dated as of September 17, 2012, pursuant to which the Managed Group Members appointed the Administrative Agent, and the Administrative Agent accepted such appointment (as amended, supplemented and otherwise modified from time to time prior to the date hereof, the “Original Administrative Agency Agreement”);

WHEREAS, in connection with the issuance of the Notes on the date hereof under the Indenture, by this Agreement, the parties hereto desire to amend and restate the Original Administrative Agency Agreement in its entirety as set forth herein;
NOW, THEREFORE, for the consideration set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Administrative Agent, the Indenture Trustee, the Security Trustee, WEST and each other Managed Group Member agree as follows:

ARTICLE 1

DEFINITIONS
SECTION 1.01    Definitions. Capitalized terms used herein have the meanings assigned thereto in Appendix A hereto. Unless otherwise defined herein, all capitalized terms used but not defined herein have the meanings assigned to such terms in the Indenture.
ARTICLE 2
APPOINTMENT; ADMINISTRATIVE SERVICES
SECTION 2.01    Appointment.   WEST and each other Managed Group Member hereby appoints the Administrative Agent as the provider of the general services set forth in Section 2.03, the accounting services set forth in Section 2.05 and the additional administrative services set forth in Section 2.06 (together with the Bank Account Management Services referred to in subsection (b) below, the “Administrative Services”) to WEST and each other Managed Group Member on the terms and subject to the conditions set forth in this Agreement.

[**] = 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.

(a)    WEST hereby directs the Indenture Trustee and the Security Trustee to appoint, and the Indenture Trustee and the Security Trustee, on behalf of the Secured Parties, hereby appoint, the Administrative Agent as the provider of the bank account management and calculation services set forth in Section 2.04 and in the Indenture (the “Bank Account Management Services”) and delegates to the Administrative Agent its authority to administer the Accounts and to otherwise perform the Bank Account Management Services on behalf of WEST and each other Managed Group Member on the terms and subject to the conditions set forth in this Agreement.
(b)    The Administrative Agent hereby accepts such appointments and agrees to perform the Administrative Services on the terms and subject to the conditions set forth in this Agreement.
(c)    The Administrative Services do not include any service or matter which is the responsibility of the Servicer under the Servicing Agreement or the company secretaries of WEST or any other Managed Group Member.
SECTION 2.02    Limitations.   The Administrative Agent agrees (with respect to the Administrative Services agreed by it to be carried out hereunder) to perform the Administrative Services in a manner that does not violate the terms of the articles of incorporation, by-laws, trust agreements or similar constitutional documents of WEST and each other Managed Group Member and all agreements to which WEST or any other Managed Group Member is a party (including all Related Documents), provided that copies of such documents and agreements have been delivered or are otherwise available to the Administrative Agent and, without prejudice to the foregoing, not to enter into, on behalf of WEST or any other Managed Group Member, any commitments, loans or obligations or charge, mortgage, pledge, encumber or otherwise restrict or dispose of the property or assets or expend any funds of WEST or any other Managed Group Member save (i) as expressly permitted by the terms of this Agreement or (ii) upon the express direction of the Controlling Trustees, subject to the limitations in Section 2.02(b) hereof.
(a)    In connection with the performance of the Administrative Services and its other obligations hereunder, the Administrative Agent shall (i) have no responsibility for the failure of any other Person (other than any Person acting as a delegate of the Administrative Agent under this Agreement pursuant to Section 9.01 hereof) providing services directly to WEST and each other Managed Group Member to perform its obligations to WEST and each other Managed Group Member, (ii) in all cases be entitled to rely upon the instructions of WEST and each other Managed Group Member with respect to any Administrative Services other than the Bank Account Management Services or upon the instructions of the Indenture Trustee or Security Trustee on behalf of WEST and each other Managed Group Member with respect to any Bank Account Management Services, and upon notices, reports or other communications made by any Person providing services to WEST and each other Managed Group Member (other than any Affiliate of the Administrative Agent) and shall not be responsible for the accuracy or completeness of any such notices, reports or other communications except to the extent that the Administrative Agent has actual notice of any matter to the contrary and (iii) not be obligated to act in any manner which is reasonably likely to (A) violate any Applicable Law, (B) lead to an investigation by any Governmental Authority or


2

[**] = 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.

(C) expose the Administrative Agent to any liabilities for which, in the Administrative Agent’s good faith opinion, adequate bond or indemnity has not been provided.
(b)    Subject to the limitations set forth in Section 2.02(a), in connection with the performance of the Administrative Services, the Administrative Agent is expressly authorized by WEST and each other Managed Group Member, (i) to engage in and conclude commercial negotiations with the Persons providing services to WEST and each other Managed Group Member, including, without limitation, where the context admits, the Servicer (unless the Servicer is Willis) and other Persons performing similar services or advising WEST and each other Managed Group Member (the “Service Providers”) and with their Representatives, and (ii) after such consultation, if any, as the Administrative Agent deems necessary under the circumstances, to act on behalf of WEST or such Managed Group Member with regard to any and all matters requiring any action on the part of the Administrative Agent under the Servicing Agreement. WEST and each other Managed Group Member agrees that it will give the Administrative Agent, the Servicer and the Indenture Trustee 60 days’ prior written notice of any limitation or modification of the authority set forth in this Section 2.02(c).
(c)    The Administrative Agent may rely on the advice of any law firm, accounting firm, risk management adviser, tax adviser, insurance adviser, technical adviser, aircraft or aircraft engine appraiser or other professional adviser appointed by WEST and any Person appointed in good faith by the Administrative Agent and shall not be liable for any claim by WEST or any other Managed Group Member to the extent that it was acting in good faith upon the advice of any such Persons.
(d)    Notwithstanding the appointment of, and the delegation of authority and responsibility to, the Administrative Agent hereunder, WEST and each other Managed Group Member shall continue to have and exercise through its respective Controlling Trustees real and effective control and management of all matters related to its ongoing business operations, assets and liabilities, subject to matters that are expressly the responsibility of the Administrative Agent in accordance with the terms of this Agreement, and WEST and each other Managed Group Member shall at all times conduct its separate ongoing business in such a manner as the same shall at all times be readily identifiable from the separate business of the Administrative Agent, and neither WEST nor any other Managed Group Member is merely lending its name to decisions taken by others.
SECTION 2.03    General Services. The Administrative Agent hereby agrees to perform and provide the following general services for WEST and each other Managed Group Member and their respective governing body:
(a)    General Services. The Administrative Agent shall provide the following general services:
(i)    Board papers; except in such instances in which such preparation and distribution is required to be done by another party by Applicable Law, preparation and distribution, at such time as shall be agreed with the Administrative Agent, of draft trustees or board meeting agendas and any other papers required in connection with such meetings;


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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.

(ii)    Books, records and filings; maintaining, or monitoring the maintenance of, the books, records, registers and associated filings of WEST and each other Managed Group Member, other than those required to be maintained by the Delaware Trustee;
(iii)    General administrative assistance; providing any administrative assistance reasonably necessary to assist WEST or any other Managed Group Member in carrying out its obligations, including providing timely notice of decisions to be made, or actions to be taken, under any of the Related Documents; provided that if the obligations of WEST or any other Managed Group Member under any of the Related Documents are only required upon receipt of notice to the Administrative Agent, then the Administrative Agent shall provide such administrative assistance only to the extent it has received such notice or is otherwise aware of such obligations;
(iv)    Lease, sale and capital investment decisions; assisting WEST and each other Managed Group Member in making its aircraft and aircraft engine lease, sale and capital investment decisions in relation to aircraft and aircraft engine leases and sales including to the extent (A) such assistance is not contemplated to be provided by the Servicer pursuant to the Servicing Agreement and (B) such decisions are not required by any Related Document or Applicable Law to be made by the Controlling Trustees;
(v)    Professional advisors; procuring, when the Administrative Agent considers in good faith that it is appropriate or necessary to do so, and coordinating the advice of, legal counsel, accounting, tax and other professional advisers at the expense of WEST or such other relevant Managed Group Member, to assist WEST or such Managed Group Member in carrying out its obligations, and supervising, in accordance with instructions from WEST or such Managed Group Member, such legal counsel and other advisers;
(vi)    Appraisal services; as frequently as is necessary for WEST and each other Managed Group Member to comply with its obligations under the Related Documents, arranging for the appraisals to be made and providing the appraisals to the relevant Service Providers;
(vii)    Servicer; providing assistance to the Servicer with respect to matters for which such assistance is contemplated by the Servicing Agreement or is reasonably necessary in order for the Servicer to perform its duties in accordance with the Servicing Agreement; and
(viii)    Supervisory services; supervising outside counsel and other professional advisers and coordinating legal and other professional advice received by WEST and each other Managed Group Member other than with respect to any service or matter which is the responsibility of the Servicer under the Servicing Agreement; and
(ix)    International Registry: registrations and consents on behalf of the WEST and the Managed Group Members with the International Registry contemplated by


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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.

Section 2.02 of Schedule 2.02(a) to the Servicing Agreement and/or Section 3.06 and/or Section 3.12 of the Security Trust Agreement, and in connection therewith, acting as the International Registry administrator of WEST and, except to the extent such function is performed by the Asset Trustee for the relevant Asset Trust, each other Managed Group Member.
(x)    Website: to the extent WEST or any other Managed Group Member is required to do so pursuant to Section 5.03(j) of an Indenture, maintaining or causing to be maintained a password protected Internet website containing the information described in Section 5.03(j) of the Indenture.
(b)    Monitoring Services. The Administrative Agent shall monitor the performance of the other Service Providers and report on such performance to the Controlling Trustees on a quarterly basis, including:
(i)    to the extent not provided for in the relevant agreement, assisting in establishing standards for performance evaluation and compliance with the terms of such agreement;
(ii)    assisting in evaluating the performance and compliance of each Service Provider against its obligations under the relevant agreement or such standards as are established pursuant to subsection Section 2.03(b)(i) above; and
(iii)    implementing any other request by WEST and each other Managed Group Member to evaluate the performance of the Service Providers under the relevant agreements with WEST and each other Managed Group Member, which shall be at the expense of WEST and each other Managed Group Member, to the extent services are required that are materially greater in scope than those being provided pursuant to the express terms of this Agreement.
(c)    Rating Agency Services. To the extent that (x) the following services are not provided by the other Service Providers, and (y) the relevant information is provided to the Administrative Agent by WEST and each other Managed Group Member or the Service Providers or is otherwise available to the Administrative Agent, acting as liaison with the Rating Agencies with respect to the rating impact of any decisions on behalf of WEST and each other Managed Group Member, the Administrative Agent shall perform the following supplemental services:
(i)    Portfolio information; advising the Rating Agencies from time to time of any material changes in the Portfolio, coordinating with WEST and each other Managed Group Member and the Service Providers and providing the Rating Agencies with such statistical and other information as they may from time to time request (such information to be provided at the expense of WEST and each other Managed Group Member to the extent that providing such information requires services that are materially greater in scope than those being provided pursuant to the express terms of this Agreement); and


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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.

(ii)    Notes information; providing the Rating Agencies with the Outstanding Principal Balance of the Notes and loan-to-value ratios.
(d)    Documentation and Letters of Credit. To the extent that the following services are not provided by the Servicer, providing assistance to WEST and each other Managed Group Member in procuring Lessee consents, novations and other documentation and in taking all other actions necessary in connection with the reissue or amendment of letters of credit.
(e)    Closing Services. To the extent that the following services are not provided by the Servicer, providing assistance to WEST and each other Managed Group Member in (1) the re-lease and/or sale of the Assets, (2) the acquisition of Replacement Assets and (3) financing transactions relating to WEST and each other Managed Group Member after the Initial Closing Date, including:
(i)    Coordination; coordinating with the Service Providers, legal and other professional advisers to monitor the protection of the interests and rights of WEST and each other Managed Group Member, coordinating the execution of documentation required at closings, and assisting in the management of the closing process so that closings will occur on a timely basis;
(ii)    Closing support; providing qualified personnel to attend and provide administrative support (including the preparation of any certificates required pursuant to the Servicing Agreement) at the closings in connection with sales or re-leases of the Assets and the acquisition of any Remaining Initial Assets (including any Substitute Assets therefor) and any Replacement Assets, if required (it being understood that the Administrative Agent will not be obligated to provide legal counsel or legal or technical services to WEST and each other Managed Group Member);
(iii)    Documentation support; providing all necessary administrative support to complete any documentation and other related matters; and
(iv)    Appointments; appointing counsel and other appropriate professional advisers to represent WEST and each other Managed Group Member in connection with any such closings.
(f)    Filings and Reports. Based on information produced or provided to it, the Administrative Agent shall cause all reports to be prepared, filed and/or distributed by WEST or any other Managed Group Member or its governing bodies with the assistance of outside counsel and auditors, if appropriate, including:
(i)    Investor reports; reports required or recommended to be distributed to investors (including reports substantially in the form of Exhibit E-1 to the Indenture, which shall be provided to the Indenture Trustee by the fifth Business Day before any Payment Date or any other date for distribution of any payments with respect to any Notes then Outstanding), and in connection therewith, managing investor relations on behalf of WEST and each other Managed Group Member with the assistance of outside counsel and


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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.

auditors, if appropriate, and preparing or arranging for the preparation and distribution of such reports at the expense of WEST and each other Managed Group Member; and
(ii)    Governmental reports; reports required to be filed with any Governmental Authorities, and in connection therewith, preparing on behalf of WEST or any other Managed Group Member or arranging for the preparation of and arranging for the filing of any reports required to be filed with any other entity in order for WEST or such Managed Group Member not to be in violation of Applicable Law or any applicable covenants.
(g)    Amendments. The Administrative Agent shall provide the following services with respect to amendments of the Related Documents and the Leases:
(i)    Related Documents; reporting on the substance of any proposed amendments to any Related Documents;
(ii)    Execution and delivery of amendments; to the extent requested by WEST and each other Managed Group Member or by the parties to Related Documents and subject to approval by the appropriate Controlling Trustees, coordinating with the legal counsel of WEST and each other Managed Group Member, the other parties thereto and their counsel the preparation and execution of any amendments to the Related Documents (other than amendments relating to the Assets or the Leases), and providing assistance in the implementation of such amendments; and
(iii)    Lease amendments; to the extent reasonably requested by the Servicer, coordinating and providing assistance on behalf of WEST and each other Managed Group Member with such party and seeking to obtain appropriate approvals to take any action which may be required to amend the terms of the Leases.
(h)    Lease Defaults. To the extent reasonably requested by the Servicer, the Administrative Agent shall coordinate and provide assistance on behalf of WEST and each other Managed Group Member with such party and outside counsel in a Lessee default or repossession situation.
(i)    Payment of Bills. The Administrative Agent shall authorize payment of bills and expenses (i) payable to legal and professional advisers authorized to be engaged or consulted pursuant to this Agreement or (ii) approved by the Controlling Trustees.
(j)    Servicing Agreement. The Administrative Agent shall provide assistance to WEST with respect to matters for which action by WEST is required under the Servicing Agreement or the Indenture, including such assistance that may be necessary for WEST to:
(i)    comply with Sections 6.07, 7.05(a) and 7.06 of the Servicing Agreement;


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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.

(ii)    provide such instructions to the Servicer as the Servicer may require in interpreting the Indenture and the Concentration Limits;
(iii)    direct the Servicer to amend the minimum hull and liability insurance coverage amounts set forth in Section 5.03(f) of the Indenture;
(iv)    direct the Servicer as to whether settlement offers received by such party with respect to claims for damage or loss in excess of $500,000 with respect to an Asset are acceptable;
(v)    request periodic reports from the Servicer regarding insurance matters;
(vi)    provide the Servicer with such information as such party may reasonably request in connection with the Concentration Limits and certify to such party that proposed Asset-related transactions will not result in the violation of such Concentration Limits;
(vii)    advise the Servicer as required by Schedule 2.02(a) to the Servicing Agreement (“Schedule 2.02(a)”);
(viii)    direct the Servicer to arrange for the sale of an Asset and certify to such party that such sale complies with the terms of the Indenture;
(ix)    make any discretionary decisions, judgments or assumptions necessary in connection with the preparation of any projections, and provide the Servicer with any written policies and guidelines that such party shall require in connection with such preparation; and
(x)    request information and assistance from the Servicer in regard to appraisals of Assets in accordance with Section 5.01 of Schedule 2.02(a).
(k)    Events of Default. The Administrative Agent shall inform the Controlling Trustees as soon as is reasonably practicable if the Administrative Agent believes that (i) net revenues generated by the Leases will be insufficient to satisfy the payment obligations of WEST and each other Managed Group Member and (ii) an Event of Default will result from such insufficiency, and advise the Controlling Trustees as to any appropriate action to be taken (subject to the provisions of the Related Documents) with respect to such insufficiency and cause the actions directed by the Controlling Trustees to be implemented so as to avoid an Event of Default, if it is possible to do so.
(l)    Letters of Credit. The Administrative Agent shall determine whether it is necessary at any time that WEST make a drawing under any back-up letter of credit of which WEST is the beneficiary in accordance with the applicable letter of credit agreement and the terms of the Related Documents and, if so, administer such drawing on WEST’s behalf.


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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.

SECTION 2.04    Bank Account Management and Calculation Services. The Administrative Agent hereby agrees to perform and provide the following bank account management and calculation services:
(a)    (1)    Operating Banks. The Operating Bank shall be the Indenture Trustee, initially (as of the Initial Closing Date) Deutsche Bank Trust Company Americas, and such other Eligible Institutions as WEST shall designate in accordance with the requirements of the Indenture.
(i)    Maintenance of Accounts. The Administrative Agent shall maintain each of the Accounts set forth on Schedule I hereto, in each case in the manner described herein and in Section 3.01 of the Indenture. The Administrative Agent shall take all actions necessary to establish, and shall establish, additional or replacement Accounts from time to time as required by and in accordance with the terms of Section 3.01 of the Indenture. In addition, the Administrative Agent shall take all actions necessary to cause the Security Trustee to be granted, to the extent possible and required under the terms of the Security Trust Agreement and the Indenture, a security interest pursuant to Section 2.01 of the Security Trust Agreement in the interest of WEST and each other Managed Group Member in the cash balances from time to time deposited in the Accounts.
(ii)    Successor Operating Bank. If any Operating Bank should change as a result of (A) the resignation of the Indenture Trustee or replacement of the Indenture Trustee by an Eligible Institution pursuant to the terms of the Indenture or (B) such Operating Bank’s failure to meet the criteria necessary to qualify as an Eligible Institution, the Administrative Agent, acting on behalf of the Indenture Trustee, shall thereupon promptly establish replacement Accounts as necessary at a successor Operating Bank and transfer the balance of funds in each Account then maintained at the former Operating Bank to such successor Operating Bank.
(b)    Description of Accounts. (1) Accounts. The Administrative Agent shall maintain at an Operating Bank in the name of WEST or the applicable Managed Group Member and pledged to the Security Trustee pursuant to the Security Trust Agreement the following Accounts:
(A)    the Collections Account in accordance with Section 3.01(c) of the Indenture;
(B)    the Lessee Funded Account in accordance with Section 3.01(d) of the Indenture;
(C)    the Security Deposit Account in accordance with Section 3.01(e) of the Indenture;
(D)    the Expense Account in accordance with Section 3.01(f) of the Indenture;


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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.

(E)    a Series Account for each of the Series A Notes, the Series B Notes and the Series C Notes, each in accordance with Section 3.01(g) of the Indenture;
(F)    the Asset Purchase Account in accordance with Section 3.01(h) of the Indenture;
(G)    the Asset Replacement Account in accordance with Section 3.01(i) of the Indenture;
(H)    the Liquidity Facility Reserve Account in accordance with Section 3.01(j) of the Indenture;
(I)    the Initial Liquidity Payment Account in accordance with Section 3.01(k) of the Indenture;
(J)    the Asset Disposition Contribution Account in accordance with Section 3.01(r) of the Indenture;
(K)    the Hedge Termination Payment Account in accordance with Section 3.01(t) of the Indenture;
(L)    the Maintenance Reserve Account in accordance with Section 3.01(p) of the Indenture;
(M)    the DSCR Cash Trap Account in accordance with Section 3.01(s) of the Indenture;
(N)    the Lessor Accounts in accordance with Section 3.01(l) of the Indenture;
(O)    the Defeasance/Redemption Account in accordance with Section 3.01(m) of the Indenture; and
(P)    the Refinancing Account in accordance with Section 3.01(n) of the Indenture.
(ii)    Bank Account Statements. The Administrative Agent shall take all necessary steps to ensure that the Indenture Trustee, as an Operating Bank, and each Operating Bank at which an Account is located shall furnish as of the close of business on each Calculation Date a statement providing the then current Balance of each applicable Account to the Indenture Trustee, WEST or the Servicer.
(iii)    Maintaining the Accounts. So long as any Secured Obligations (as defined in the Security Trust Agreement) remain Outstanding:


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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)    To the extent required by the Security Trust Agreement and the Indenture, the Administrative Agent shall maintain, or cause to be maintained, each Account in the name of the related Grantor (as defined in the Security Trust Agreement) only with a bank (an “Account Bank”) that has entered into a letter agreement in substantially the form of Exhibit C to the Security Trust Agreement (or made such other arrangements as are acceptable to the Administrative Agent and the Security Trustee as contemplated by Section 3.03(b)(ii) of the Security Trust Agreement) with such Grantor and the Security Trustee (an “Account Letter”).
(B)    The Administrative Agent shall promptly instruct each Person obligated at any time to make any payment to any Grantor for any reason (an “Obligor”) to make such payment to an Account meeting the requirements of clause 2.04(b)(iii)(A) above.
(C)    Upon the termination of any Account Letter or other arrangement with respect to the maintenance of an Account by any Grantor or any Account Bank, the Administrative Agent shall immediately notify all Obligors (as defined in the Security Trust Agreement) that were making payments to such Account to make all future payments to another Account meeting the requirements of clause (A) above.
(c)    Calculations. Pursuant to Section 3.07 of the Indenture, the Administrative Agent shall, at the times and in the manner set forth therein, determine or calculate each of the amounts required to be determined or calculated by it pursuant to Section 3.07 of the Indenture.
(d)    Withdrawals and Transfers. The Administrative Agent shall direct the Operating Bank in writing to make the following withdrawals and transfers in accordance with the terms of the Indenture:
(i)    Closing Date Deposits, Withdrawals and Transfers. On the Initial Closing Date and each other Closing Date, as applicable, the Administrative Agent shall make each of the transfers described in Sections 3.03 and 3.08 of the Indenture, as applicable, in accordance therewith and the relevant clauses in Section 3.01 of the Indenture, as applicable.
(ii)    Interim Deposits and Withdrawals. From time to time, the Administrative Agent shall make the withdrawals, deposits and transfers provided for in Sections 3.04, 3.05 and 3.06 of the Indenture, as applicable, in accordance with such respective Section and the relevant clauses in Section 3.01 of the Indenture, as applicable.
(iii)    Payment Date Withdrawals and Transfers. On each Payment Date and each Delivery Date, as applicable, the Administrative Agent shall instruct the Indenture Trustee to make the withdrawals and transfers provided for in Sections 3.08 and 3.09 of the Indenture in accordance with such respective Section and the relevant clauses in Section 3.01 of the Indenture, as applicable.


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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.

(iv)    Defeasance/Redemption Transfers. The Administrative Agent shall transfer from time to time amounts on deposit in the Redemption Account or Refinancing Account, as applicable, to the Series Account in connection with either the redemption or refinancing of Notes in accordance with the relevant clauses in Sections 3.01 and 3.11 of the Indenture or the exercise of the defeasance provisions set forth in Article XI of the Indenture.
(v)    Currency Conversions. If and to the extent that WEST incurs any payment obligation or other cost in a currency other than U.S. dollars, the Administrative Agent shall, to the extent practicable, convert U.S. dollars into such other currency at the then prevailing market rate as necessary to discharge such payment obligations or costs, at the expense of WEST in accordance with Section 12.07 of the Indenture.
(e)    Ratings and the Accounts. Each Account shall at all times be maintained at an Operating Bank or another Eligible Institution selected by the Administrative Agent to the extent required by and in accordance with the Security Trust Agreement and the Indenture.
(f)    Records. The Administrative Agent shall provide such information relating to the Accounts to the Indenture Trustee or the Rating Agencies as any of them may reasonably request from time to time.
(g)    Reports. The Administrative Agent shall provide the reports and other information required to be provided by it pursuant to Section 2.14 of the Indenture, together with copies of such additional reports or other information as the Indenture Trustee may reasonably request, all in accordance with the terms of the Indenture.
(h)    Investment Directions. In relation only to subsidiaries which are incorporated outside of Ireland, upon written instructions from WEST, the Administrative Agent shall provide the directions to the Operating Bank to invest the funds on deposit in the Accounts in Permitted Account Investments as contemplated by Section 3.02 of the Indenture.
SECTION 2.05    Accounting Services. The Administrative Agent hereby agrees to perform and provide the following accounting services:
(a)    Budgeting Process. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers and WEST and each other Managed Group Member:
(i)    by the November 30 immediately preceding each One Year Period, prepare and deliver to the Servicer and WEST a proposed Operating Budget and a proposed Asset Expenses Budget for such One Year Period, together with reasonably detailed supporting information and the assumptions underlying such proposed Operating Budget and Asset Expenses Budget, to be based, in part, on the information provided by the Servicer pursuant to Section 7.05(b) of the Servicing Agreement (with the first such delivery being due by November 30, 2020 in respect of the One Year Period ending December 31, 2021);


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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.

(ii)    on behalf of WEST and each other Managed Group Member, consult with the Servicer to agree on a final Operating Budget and a final Asset Expenses Budget for such One Year Period; and
(iii)    submit to WEST for approval and delivery to the Servicer by the December 20 immediately preceding such One Year Period, a final Operating Budget and a final Asset Expenses Budget for such One Year Period (with the first such delivery being due by December 20, 2020 in respect of the One Year Period ending December 31, 2021).
(b)    Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers, WEST and each other Managed Group Member:
(i)    establish an accounting system and maintain the accounting ledgers of and for WEST and each other Managed Group Member in accordance with GAAP, unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the “Ledgers”);
(ii)    prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 days after the end of such Year), with respect to WEST and each other Managed Group Member, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each such Quarter and Year, as applicable (the “Consolidated Quarterly Draft Accounts”);
(iii)    to the extent required by Applicable Law, prepare and deliver (within 60 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 120 days after the end of such Year), with respect to WEST and each other Managed Group Member on a combined basis and such of WEST and each other Managed Group Member as are specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to WEST or such Managed Group Member and draft statements of income and cash flows for such Quarter and Year, as applicable (together with the Consolidated Quarterly Draft Accounts, the “Draft Accounts”);
(iv)    arrange and manage the quarterly review of the Draft Accounts by the auditors of WEST and each other Managed Group Member;
(v)    arrange for, coordinate with and assist the auditors of WEST and each other Managed Group Member in preparing annual audits;


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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.

(vi)    prepare or arrange for the preparation of and arrange for the filing of the tax returns of WEST and each other Managed Group Member in conjunction with tax advisers of WEST and each other Managed Group Member after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law;
(vii)    liaise with the Servicer for the purpose of preparing the monthly reports in accordance with Sections 8.01 and 8.02 of Schedule 2.02(a) of the Servicing Agreement; and
(viii)    compare the expected cash flows of WEST and each other Managed Group Member and the Budgets to actual results;
provided, however, that WEST and each other Managed Group Member shall retain responsibility for the Ledgers and Draft Accounts, including all discretionary decisions and judgments relating to the preparation and maintenance thereof, and WEST and each other Managed Group Member shall retain responsibility for its financial statements.
(c)    Accounting Standards. The Administrative Agent shall prepare the Draft Accounts in accordance with GAAP unless otherwise required by Applicable Law and specified by the Controlling Trustees. In connection with the preparation of the Consolidated Quarterly Draft Accounts, the Controlling Trustees will provide to the Administrative Agent, at such times as the Administrative Agent may require, a review report (as defined by the Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants) of the independent public accountants of WEST and each other Managed Group Member with respect to the financial statements of WEST and each other Managed Group Member for, or as of the end of, such Quarter, including in such report such accountants’ statement that, based on its review of such financial statements, it is not aware of any material modifications that should be made to such financial statements in order for them to be in conformity with GAAP or other applicable accounting principles; provided, however, that, with respect to such financial statements for, or as of the end of, any Quarter (other than the last Quarter of any Year), in the event that WEST and each other Managed Group Member do not include (or cause to be included) any material disclosure required by GAAP or other applicable accounting principles to be included within footnotes to such financial statements, such review report may be qualified solely by stating that the only modification that should be made to such financial statements in order for them to be in conformity with GAAP or other applicable accounting principles is the inclusion of such disclosure; provided further, however, that such qualification may not relate to any footnote to such financial statements.
(d)    Guidelines for Draft Accounts. The Administrative Agent shall be entitled to request instructions from the Controlling Trustees as to general guidelines or principles to be followed in preparing Draft Accounts and as to amending or supplementing any such guidelines or principles.
SECTION 2.06    Additional Administrative Services. The Administrative Agent will provide additional Administrative Services, including (a) providing assistance in the issuance of any Additional Notes, (b) undertaking efforts to procure that WEST and each other Managed Group


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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.

Member that is a “foreign entity” within the meaning of Treasury regulation section 1.1473-1(e) shall (1) be a deemed-compliant foreign financial institution or a passive non-financial foreign entity (as such terms are defined under FATCA) and have identified, and obtained any required documentation and information from, its substantial U.S. owners (as such term is defined under FATCA) to the extent required under FATCA and (2) to the extent required by FATCA, taking into account the provisions of any applicable intergovernmental agreement, shall have appointed a FATCA Responsible Officer to supervise its compliance with FATCA, and (c) undertaking efforts to avoid any adverse change in the tax status of WEST or any other Managed Group Member. In addition, upon a request by WEST or any other Managed Group Member, the Administrative Agent will take such other actions as may be appropriate to facilitate the business operations of WEST or such Managed Group Member and assist the Controlling Trustees in carrying out their obligations; provided, however, that the Administrative Agent will not be obligated or permitted to take any action that might reasonably be expected to result in the business of WEST or such Managed Group Member ceasing to be separate and readily identifiable from, and independent of, the Administrative Agent and any of its Affiliates.
SECTION 2.07    Replacement Asset. In the event that WEST and each other Managed Group Member shall acquire any Replacement Assets and notwithstanding that WEST and each other Managed Group Member may retain different Service Providers for such Replacement Assets, the Administrative Agent hereby agrees to provide the Administrative Services specified herein with respect to all such Replacement Assets.
SECTION 2.08    New Subsidiaries. The Administrative Agent shall be responsible for coordinating with outside legal counsel, auditors, tax advisers and other professional advisers with respect to all corporate and administrative matters relating to the formation, operation, corporate affairs and related matters with respect to all Subsidiaries which are or may become a Managed Group Member, including identifying such outside advisers, a potential company secretary and candidates for trustee to the extent necessary, and shall be permitted to incur expenses in respect of such Subsidiaries without the consent of WEST and each other Managed Group Member up to such aggregate amount as shall be authorized from time to time by the Controlling Trustees. To the extent that the Administrative Agent shall deem it necessary or desirable in order for WEST and each other Managed Group Member to carry on its business, the Administrative Agent shall have the authority to assist in the formation of new Subsidiaries of WEST and to select any director for appointment to any such Subsidiary without the consent of WEST or another Managed Group Member; provided that if so appointed by the Administrative Agent without consent, then such directors shall be the Controlling Trustees, including the Independent Controlling Trustee, of WEST then in office unless otherwise required by applicable local law mandating a particular citizenship or residency for directors. The Administrative Agent and its personnel may act as company secretary for any such Subsidiary. The Administrative Agent shall not be required to perform any services under this Section 2.08 (a) which would cause it to be in breach of The Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 of Ireland, or (b) until it has obtained the requisite authorization from the Irish Minister for Justice and Law Reform.
SECTION 2.09    Responsibility of WEST and each other Managed Group Member.  The obligations of the Administrative Agent hereunder are limited to those matters that are expressly


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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.

the responsibility of the Administrative Agent in accordance with the terms of this Agreement. Notwithstanding the appointment of the Administrative Agent to perform the Administrative Services, WEST and each other Managed Group Member shall remain responsible for all matters and decisions related to its business, operations, assets and liabilities.
(a)    Without derogating from the authority and responsibility of the Administrative Agent with respect to the performance of certain of the Administrative Services as set forth in this Agreement, it is hereby expressly agreed and acknowledged that the Administrative Agent is not authorized or empowered to make or enter into any agreement, contract or other legally binding arrangement, in respect of or relating to the business or affairs of WEST or any other Managed Group Member, or pledge the credit of, incur any indebtedness on behalf of or expend any funds of WEST or any other Managed Group Member other than as expressly permitted in accordance with the terms of this Agreement, all such authority and power being reserved to WEST, the appropriate Managed Group Member or the Indenture Trustee, as the case may be.
ARTICLE 3
STANDARD OF PERFORMANCE; LIABILITY AND INDEMNITY
SECTION 3.01    Standard of Performance. The Administrative Agent will devote the same amount of time, attention and resources to and will be required to exercise the same level of skill, care and diligence in the performance of its services as it would if it were administering such services on its own behalf (the “Standard of Performance”).
SECTION 3.02    Conflicts of Interest. WEST and each other Managed Group Member acknowledge and agree that (i) in addition to the Administrative Services under this Agreement, the Administrative Agent may provide, and shall be entitled to provide, from time to time, the administrative services for itself or its Affiliates (other than WEST and each other Managed Group Member) (“Other Administrative Services”); (ii) in addition to the Administrative Services and Other Administrative Services, the Administrative Agent shall, and shall be entitled to, carry on its commercial businesses, including the financing, purchase or other acquisition, leasing and sale of Assets; (iii) notwithstanding Section 3.02(b) below, in the course of conducting such activities, the Administrative Agent may from time to time have conflicts of interest in performing its duties on behalf of the various entities to whom it provides the administrative or management services; and (iv) the Controlling Trustees of WEST have approved the transactions contemplated by this Agreement and desire that such transactions be consummated and, in giving such approval, the Controlling Trustees of WEST have expressly recognized that such conflicts of interest may arise and that when such conflicts of interest arise the Administrative Agent shall perform the Administrative Services in accordance with the Standard of Performance and the Administrative Agent Conflicts Standard set forth in Section 3.02(b).
(a)    If conflicts of interest arise regarding any Administrative Service, on the one hand, and any Other Administrative Service, on the other hand, the Administrative Agent shall promptly notify WEST. The Administrative Agent shall perform the Administrative Services in good faith and the Administrative Agent shall not discriminate between such Administrative Service and such Other Administrative Service on an unreasonable basis (the standard set forth in this


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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.

Section 3.02(b) shall be referred to collectively as the “Administrative Agent Conflicts Standard”).
SECTION 3.03    Liability and Indemnity. The Administrative Agent shall not be liable for any losses or Taxes to or of, or payable by, WEST or any other Managed Group Member (excluding any Asset Trustee) at any time from any cause whatsoever or any losses or Taxes directly or indirectly arising out of or in connection with or related to the performance by the Administrative Agent of this Agreement unless such losses or Taxes are the result of the Administrative Agent’s own willful misconduct, negligence, deceit or fraud or that of any of its directors, officers, agents or employees, as the case may be.
(a)    Notwithstanding anything to the contrary set forth in any other agreement to which WEST or any other Managed Group Member is a party, WEST and each other Managed Group Member (excluding any Asset Trustee) do hereby assume liability for and do hereby agree to indemnify, reimburse and hold harmless on an After-Tax Basis the Administrative Agent, its directors, officers, employees and agents and each of them from any and all losses, to the extent that the losses exceed recoveries under insurance policies maintained by WEST or the Servicer, or Taxes that may be imposed on, incurred by or asserted against any of them arising out of, in connection with or related to the Administrative Agent’s performance under this Agreement (including any losses or Taxes incurred by the Administrative Agent as a result of indemnifying any Person to whom it shall have delegated its obligations hereunder in accordance with Section 9.01, but only to the extent the Administrative Agent would have been indemnified had it performed such obligations), except as a result of the willful misconduct, deceit, gross negligence or fraud of the Administrative Agent or any of its directors, officers, employees or agents. This indemnity shall not apply to:
(i)    Taxes imposed on net income by the revenue authorities of the United States or the State of California in respect of any payment by WEST or any other Managed Group Member to the Administrative Agent due to the performance of the Administrative Services; or
(ii)    Taxes imposed on net income of the Administrative Agent by any Government Authority other than the revenue authorities of the United States or the State of California to the extent such Taxes would not have been imposed in the absence of any connection of the Administrative Agent with such jurisdiction imposing such Taxes other than any connection that results from the performance by the Administrative Agent of its obligations under this Agreement.
This indemnity shall expressly inure to the benefit of any director, officer, agent or employee of the Administrative Agent now existing or in the future and to the benefit of any successor of the Administrative Agent and shall survive the expiration of this Agreement.
(b)    The Administrative Agent agrees to indemnify, reimburse and hold harmless on an After-Tax Basis WEST and each other Managed Group Member and its respective trustees, directors and agents for any losses whatsoever which they or any of them may incur or be subject to in consequence of the performance of the Administrative Services or any breach of the terms of


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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.

this Agreement by the Administrative Agent, but only to the extent such losses arise due to the willful misconduct, negligence, deceit or fraud of the Administrative Agent or any of its directors, officers or employees, as the case may be; provided, however, that this indemnity shall not apply and the Administrative Agent shall have no liability in respect of losses to the extent that they arise from (i) the willful misconduct, negligence, deceit or fraud of WEST or any other Managed Group Member or their respective directors, trustees or agents, (ii) any breach by the Administrative Agent of its obligations under this Agreement to the extent such breach is a result of a Service Provider’s failure to perform its obligations to WEST and each other Managed Group Member or a failure by WEST and each other Managed Group Member to comply with their obligations under this Agreement, (iii) any action that WEST and each other Managed Group Member require the Administrative Agent to take pursuant to a direction but only to the extent that the Administrative Agent takes such action in accordance with such direction and in accordance with the provisions hereof or (iv) a refusal by WEST and each other Managed Group Member to take action upon a recommendation made in good faith by the Administrative Agent in accordance with the terms hereof.
(c)    The Administrative Agent, WEST and each other Managed Group Member and the Indenture Trustee acknowledge and agree that the terms of this Agreement contemplate that the Administrative Agent shall receive the Relevant Information in order for the Administrative Agent to make required credit and debit entries and to make the calculations and supply the information and reports required herein, and that the Administrative Agent will do the foregoing to the extent such information is so provided by such relevant parties and on the basis of such information, without undertaking any independent verification or recalculation of such information.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
SECTION 4.01    Representations and Warranties by Administrative Agent. The Administrative Agent represents and warrants to WEST and each other Managed Group Member as follows:
(a)    The Administrative Agent has all requisite power and authority to execute this Agreement and to perform its obligations under this Agreement. All corporate acts and other proceedings required to be taken by the Administrative Agent to authorize the execution and delivery of this Agreement and the performance of its obligations contemplated under this Agreement have been duly and properly taken.
(b)    This Agreement has been duly executed and delivered by the Administrative Agent and is a legal, valid and binding obligation of the Administrative Agent enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws of general application affecting the enforcement of creditors’ rights or by general principles of equity.
(c)    Neither the execution and delivery of this Agreement by the Administrative Agent nor the performance by the Administrative Agent of any of its obligations under this


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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.

Agreement will (i) violate any provision of the constituent documents of the Administrative Agent, (ii) violate any order, writ, injunction, judgment or decree applicable to the Administrative Agent or any of its property or assets, (iii) violate in any material respect any Applicable Law, or (iv) result in any conflict with, breach of or default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, warrant or other similar instrument or any material license, permit, agreement or other obligation to which the Administrative Agent is a party or by which the Administrative Agent or any of its properties or assets may be bound.
ARTICLE 5
ADMINISTRATIVE AGENT UNDERTAKINGS
SECTION 5.01    Administrative Agent Undertakings. The Administrative Agent hereby covenants with WEST and each other Managed Group Member that, during the term of this Agreement, it will conduct its business such that it is a separate and readily identifiable business from, and independent of, WEST and each other Managed Group Member and further covenants as follows (it being understood that these covenants shall not prevent the Administrative Agent or any of its Affiliates from publishing financial statements that are consolidated with those of WEST or any other Managed Group Member, if to do so is required by Applicable Law or GAAP, and that the Administrative Agent and any of its Affiliates and WEST or any other Managed Group Member may file a consolidated, combined or unitary tax return for United States federal, state and local and foreign income tax purposes:
(a)    if the Administrative Agent receives any money whatsoever, which money belongs to WEST or any other Managed Group Member or the Indenture Trustee or is to be paid to WEST or any other Managed Group Member or the Indenture Trustee or into any account pursuant to any Related Document or otherwise, it will hold such money in trust for WEST or such Managed Group Member or the Indenture Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms of the Indenture without exercising any right of setoff;
(b)    it will perform all of its obligations set forth in the Indenture and the other Related Documents and it will comply with any proper directions, orders and instructions which WEST or any other Managed Group Member or the Indenture Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided that to the extent any conflicts arise between instructions received from WEST or a Managed Group Member and the Indenture Trustee or the Security Trustee, the Administrative Agent shall comply with the instructions of WEST or such Managed Group Member, unless such instructions relate to the Bank Account Management Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Indenture Trustee or the Security Trustee, as applicable;
(c)    it will not knowingly fail to comply with any legal requirements in the performance of the Administrative Services;


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(d)    it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Indenture Trustee, WEST or any other Managed Group Member or the Indenture Trustee without set-off or counterclaim;
(e)    it will not take any steps for the purpose of procuring the appointment of any administrative receiver, examiner or the making of an administrative or examinership order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of WEST or any other Managed Group Member or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;
(f)    it will cooperate with WEST and each other Managed Group Member and its respective trustees, directors and agents and the Indenture Trustee, including by providing such information as may reasonably be requested, to permit WEST and each other Managed Group Member or their authorized agents to monitor the Administrative Agent’s compliance with its obligations under this Agreement;
(g)    it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, WEST and each other Managed Group Member;
(h)    it will maintain its assets and liabilities separate and distinct from WEST and each other Managed Group Member;
(i)    it will maintain records, books, accounts and minutes separate from those of WEST and each other Managed Group Member;
(j)    it will pay its obligations in the ordinary course of its business as a legal entity separate from WEST and each other Managed Group Member;
(k)    it will keep its funds separate and distinct from the funds of WEST and each other Managed Group Member, and it will receive, deposit, withdraw and disburse such funds separately from the funds of WEST and each other Managed Group Member;
(l)    it will conduct its business in its own name, and not in the name of WEST or any other Managed Group Member;
(m)    it will not pay or become liable for any debt of WEST or any other Managed Group Member, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(n)    it will not hold out that it is a division of WEST or any other Managed Group Member or that WEST or any other Managed Group Member is a division of it;
(o)    it will not induce any third party to rely on the creditworthiness of WEST or any other Managed Group Member in order that such third party will be induced to contract with it;


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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.

(p)    it will not enter into any agreements between it and WEST or any other Managed Group Member that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and
(q)    it will (i) forward promptly to the Servicer a copy of any material communication received from any Person in relation to any Lease or Asset; (ii) grant such access to the Servicer to its books of account, documents and other records and to U.S. employees to the extent that the same relate to the obligations of the Administrative Agent hereunder; provided, however, that the Servicer shall not have access to the minutes of the Administrative Agent’s board meetings or to any privileged, confidential or proprietary information or materials (except to the extent that such information or materials are generated by the Administrative Agent in the course of the performance of its obligations hereunder); and (iii) execute and deliver such documents and do such acts and things as the Servicer may reasonably request in order to effect the purposes of the Servicing Agreement.
ARTICLE 6
UNDERTAKINGS OF ISSUER GROUP
SECTION 6.01    Cooperation. WEST and each other Managed Group Member shall use commercially reasonable efforts to cause any Service Provider to, at all times cooperate with the Administrative Agent to enable the Administrative Agent to provide the Administrative Services, including providing the Administrative Agent with all powers of attorney as may be reasonably necessary or appropriate for the Administrative Agent to perform the Administrative Services in accordance with this Agreement.
SECTION 6.02    Information. WEST will provide the Administrative Agent with the following information in respect of itself and each Managed Group Member:
(a)    copies of all Related Documents, including the articles of incorporation, by-laws, trust agreements (or equivalent documents) of WEST and each other Managed Group Member, and copies of all books and records maintained on behalf of WEST and each such Managed Group Member;
(b)    details of all bank accounts and bank mandates maintained by WEST or any other Managed Group Member;
(c)    names of and contact information with respect to the controlling trustees or board members for WEST and each other Managed Group Member;
(d)    such other information as is necessary to the Administrative Agent’s performance of the Administrative Services; and


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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.

(e)    a copy of any information provided to WEST and each other Managed Group Member pursuant to the Servicing Agreement;
provided that such information as is referred to in this Section 6.02 (with the exception of paragraphs (d) and (e)) shall be provided to the Administrative Agent upon execution of this Agreement and, in respect of any amendment or changes to the information provided to the Administrative Agent upon execution of this Agreement, promptly following the effectiveness of such amendments or changes.
SECTION 6.03    Scope of Services. WEST or any other Managed Group Member shall consult with the Administrative Agent and obtain its express written consent prior to entering into any agreement, amendment or other modification of any Lease or taking any other action that has the effect of increasing in any material respect the scope, nature or level of the Administrative Services to be provided under this Agreement. The Administrative Agent shall not be obligated to perform the affected Administrative Services to the extent of such increase unless and until the Administrative Agent and WEST and each other Managed Group Member shall agree on the terms of such increased Administrative Services (it being understood that (i) the Administrative Agent shall have no liability to WEST or any other Managed Group Member directly or indirectly arising out of, in connection with or related to the Administrative Agent’s failure to perform such increased Administrative Services prior to any such agreement and (ii) WEST and each other Managed Group Member shall not be permitted to engage another Person to perform the affected Administrative Services without the prior written consent of the Administrative Agent unless the Administrative Agent has indicated it is unable or unwilling to act in respect of the affected Administrative Service or the Administrative Agent requires payment of more than reasonable additional compensation for such additional Administrative Services).
(a)    In the event that WEST and each other Managed Group Member shall acquire Replacement Assets, WEST and each other Managed Group Member shall so notify the Administrative Agent and the Administrative Agent shall be obligated to provide the Administrative Services with respect to such Replacement Assets in accordance with Section 2.06 hereof.
SECTION 6.04    Ratification. WEST and each other Managed Group Member hereby ratifies and confirms and agrees to ratify and confirm (and shall furnish written evidence thereof upon request of the Administrative Agent) any act or omission by the Administrative Agent in accordance with this Agreement in the exercise of any of the powers or authorities conferred upon the Administrative Agent under the terms of this Agreement, it being expressly understood and agreed that none of the foregoing shall have any obligation to ratify and confirm, and expressly does not ratify and confirm, any act or omission of the Administrative Agent in violation of this Agreement, the Standard of Performance or for which the Administrative Agent is obligated to indemnify WEST or any other Managed Group Member under Article III hereof.
SECTION 6.05    Covenants. WEST and each other Managed Group Member covenants with the Administrative Agent that it, during the term of this Agreement, will conduct its business such that it is a separate and readily identifiable business from, and independent of, the Administrative Agent and any of its Affiliates and further covenants as follows:


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(a)    it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, the Administrative Agent and any of its subsidiaries;
(b)    it will maintain its assets and liabilities separate and distinct from those of the Administrative Agent;
(c)    it will maintain records, books, accounts, and minutes separate from those of the Administrative Agent;
(d)    it will pay its obligations in the ordinary course of business as a legal entity separate from the Administrative Agent;
(e)    it will keep its funds separate and distinct from any funds of the Administrative Agent, and will receive, deposit, withdraw and disburse such funds separately from any funds of the Administrative Agent;
(f)    it will conduct its business in its own name, and not in the name of the Administrative Agent;
(g)    it will not agree to pay or become liable for any debt of the Administrative Agent, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(h)    it will not hold out that it is a division of the Administrative Agent, or that the Administrative Agent is a division of it;
(i)    it will not induce any third party to rely on the creditworthiness of the Administrative Agent in order that such third party will be induced to contract with it;
(j)    it will not enter into any transactions between it and the Administrative Agent that are more favorable to either party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions);
(k)    it will observe all corporate or other procedures required under Applicable Law and under its organizational documents; and
(l)    it will observe all corporate formalities necessary to keep its business separate and readily identifiable from, and independent of, each other Managed Group Member, including keeping the funds, assets and liabilities of WEST and each other Managed Group Member separate and distinct from those of each other Managed Group Member and by maintaining separate records, books, accounts and minutes for WEST and each other Managed Group Member.
SECTION 6.06    Ratification by Subsidiaries. WEST hereby undertakes to procure that any Subsidiary of WEST formed or acquired after the date hereof shall execute a Managed Group Member Supplement in the form of Exhibit A confirming, as regards such Subsidiary, the terms


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and provisions of this Agreement, and agreeing to ratify anything done by the Administrative Agent in connection herewith on the terms of Section 6.04. Such joinder agreement shall specify the notice information for such Subsidiary and an executed version thereof shall be promptly delivered to each of the parties hereto.
ARTICLE 7
ADMINISTRATION FEES AND EXPENSES
SECTION 7.01    Administration Fees. In consideration of the Administrative Agent’s performance of the Administrative Services, WEST shall pay to the Administrative Agent a monthly fee (the “Administrative Fee”) equal to 2.0% of aggregate rents actually received during such month (or portion of a month) in which the each Asset is owned by WEST and each other Managed Group Member.
SECTION 7.02    Expenses. WEST and each other Managed Group Member shall be responsible for the following expenses incurred by the Administrative Agent in the performance of its obligations (“Reimbursable Expenses”):
(a)    reasonable out of pocket expenses, including travel, accommodation and subsistence and approved expenditures in respect of insurance coverage for the Administrative Agent;
(b)    expenses expressly authorized by (i) the Controlling Trustees or (ii) any Person to whom such authority has been delegated, other than the Administrative Agent or its Affiliates; and
(c)    expenses expressly authorized pursuant to other provisions of this Agreement.
SECTION 7.03    Payment of Expenses. No later than each Calculation Date, the Administrative Agent shall deliver a notice to WEST and each other Managed Group Member, setting forth the amounts of expenses paid by the Administrative Agent in connection with the performance of its obligations under this Agreement through and including such Calculation Date (it being understood that if there are no such expenses the Administrative Agent will be under no obligation to provide such notice). On the next Payment Date following such Calculation Date, WEST and each other Managed Group Member agrees to pay to the Administrative Agent all such amounts.
ARTICLE 8
TERM; REMOVAL OF OR TERMINATION BY THE ADMINISTRATIVE AGENT
SECTION 8.01    Term. This Agreement shall have a term commencing on the Initial Closing Date and expiring on the date of payment in full of all amounts outstanding to be paid on the Notes (and any other obligations secured by the Security Trust Agreement) and all amounts outstanding to be paid to the holders of the Beneficial Interest Certificates.


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SECTION 8.02    Right to Terminate.   At any time during the term of this Agreement, WEST shall be entitled to terminate this Agreement on 120 days’ written notice, with or without cause.
(a)    Upon the occurrence of an Insolvency Event with respect to the Administrative Agent, the Indenture Trustee and the Security Trustee, on behalf of the Secured Parties, shall be entitled to terminate on five (5) days’ written notice the authority granted to the Administrative Agent to perform the Bank Account Management Services set forth in Section 2.04 hereof and in the Indenture.
(b)    At any time during the term of this Agreement, the Administrative Agent shall be entitled to terminate this Agreement on 120 days’ written notice if:
(i)    WEST or any other Managed Group Member shall fail to pay in full when due (A) any Administrative Fee or any Reimbursable Expenses in an aggregate amount in excess of $50,000 and such failure continues for a period of 30 days, in either case, after the effectiveness of written notice from the Administrative Agent of such failure or (B) any other amount payable to the Administrative Agent hereunder, and such failure continues for a period of 30 days after written notice from the Administrative Agent of such failure;
(ii)    WEST or any other Managed Group Member shall fail to perform or observe or shall violate in any material respect any material term, covenant, condition or agreement to be performed or observed by it in respect of this Agreement and such failure continues for a period of 30 days after WEST and each other Managed Group Member shall have received notice of such failure (other than with respect to payment obligations referred to in clause (c)(i) of this Section 8.02);
(iii)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking relief in respect of WEST or any other Managed Group Member, or of a substantial part of the property or assets of WEST or any other Managed Group Member, under Title 11 of the United States Code, as now constituted or hereafter amended (the “U.S. Bankruptcy Code”), or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership or similar law, and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered or WEST or any other Managed Group Member shall go into liquidation, suffer a receiver or mortgagee to take possession of all or substantially all of its assets or have an examiner appointed over it or if a petition or proceeding is presented for any of the foregoing and not discharged within sixty (60) days; or
(iv)    WEST or any other Managed Group Member shall (A) voluntarily commence any proceeding or file any petition seeking relief under the U.S. Bankruptcy Code, or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership or similar law, (B) consent to the institution of, or fail within sixty (60) days to contest the filing of, any petition described in clause (c)(iii) above, (C) file an answer admitting the


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material allegations of a petition filed against it in any such proceeding or (D) make a general assignment for the benefit of its creditors.
(c)    The Controlling Party may at any time (i) direct the Indenture Trustee to remove the Administrative Agent, and (ii) terminate this Agreement by delivering written notice of such removal to WEST, the Administrative Agent, the Servicer and the Indenture Trustee if:
(i)    the Administrative Agent fails to perform or observe, or cause to be performed or observed, in any material respect any covenant or agreement which failure materially and adversely affects the rights of WEST, Noteholders or the Indenture Trustee, and provided that such failure shall continue unremedied for a period of thirty (30) days or more (or, if such failure or breach is capable of remedy and the Administrative Agent has promptly provided WEST and the Indenture Trustee with a certificate stating that the Administrative Agent has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such failure or breach, so long as the Administrative Agent is diligently pursuing such remedy but in any event for a total period no longer than ninety (90) days) after written notice thereof has been given to the Administrative Agent or the Administrative Agent has actual knowledge of such event; or
(ii)    any representation or warranty made by the Administrative Agent in this Agreement or in any Related Document, or in any certificate, report or financial statement delivered by it pursuant hereto, proves to have been untrue or incorrect in any material and adverse respect when made and continues unremedied for a period of thirty (30) days or more (or, if such untruth or incorrectness is capable of remedy and the Administrative Agent has promptly provided WEST and the Indenture Trustee with a certificate stating that the Administrative Agent has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such untruth or incorrectness so long as the Administrative Agent is diligently pursuing such remedy but in any event for a total period no longer than ninety (90) days) after written notice thereof has been given to the Administrative Agent or the Administrative Agent has actual knowledge of such untruth or incorrectness.
(iii)    the Administrative Agent shall cease to be engaged in the engine and, for so long as there are any Assets that are Airframes, the aircraft leasing business; or
(iv)    Willis shall have been terminated and removed as the Servicer.
(d)    No termination of this Agreement by WEST pursuant to Section 8.02(a), the Administrative Agent pursuant to Section 8.02(c) or the Controlling Party pursuant to Section 8.02(d) shall become effective prior to the date of appointment of, and acceptance of such appointment by, a successor Administrative Agent, provided that the Controlling Party shall have the right to appoint a successor Administrative Agent in the case of a termination pursuant to Section 8.02(d). In the event a successor Administrative Agent shall not have been appointed within 90 days after any termination of this Agreement pursuant to Section 8.02(a), (c) or (d), the Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. Upon action by either party pursuant to the provisions of this Section 8.02(e), the Administrative Agent shall be entitled to the payment of any compensation owed to it hereunder


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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.

and to the reimbursement of all Reimbursable Expenses incurred in connection with all services rendered by it hereunder, as provided in Article 7 hereof, and for so long as the Administrative Agent is continuing to perform any of the Administrative Services for WEST or any other Managed Group Member, the Administrative Agent shall be entitled to continue to be paid all amounts due to it hereunder, net of any amounts that shall have been finally adjudicated by a court of competent jurisdiction to be owed by the Administrative Agent to WEST and each other Managed Group Member or not to be due to the Administrative Agent, until a successor Administrative Agent shall have been appointed and shall have accepted such appointment in accordance with the provisions of Section 8.03(c).
SECTION 8.03    Consequences of Termination.   Notices.   Following the termination of this Agreement by the Noteholders, by WEST or by the Administrative Agent pursuant to Section 8.02, the Administrative Agent will promptly forward to the successor Administrative Agent any notices received by it during the year immediately after termination.
(i)    WEST and each other Managed Group Member will notify promptly any relevant third party, including each Rating Agency, the Indenture Trustee and the Servicer, of the termination of this Agreement by the holders of Notes, by WEST or by the Administrative Agent and will request that any such notices and accounting reports and communications thereafter be made or given directly to the entity engaged to serve as Administrative Agent, and to WEST and each other Managed Group Member.
(b)    Accrued Rights. A termination of this Agreement by WEST, the Administrative Agent or the Controlling Party hereunder shall not affect the respective rights and liabilities of any party accrued prior to such termination in respect of any prior breaches hereof or otherwise.
(c)    Replacement. If this Agreement is terminated by WEST, the Administrative Agent or the Controlling Party under Section 8.02, the Administrative Agent will cooperate with any person appointed to perform the Administrative Services, including providing such person with all information and documents reasonably requested.
SECTION 8.04    Survival. Notwithstanding any termination or the expiration of this Agreement, the obligations of WEST and each other Managed Group Member and the Administrative Agent under Section 3.03 and this Section 8.04 and of the Administrative Agent under Sections 8.03(c) and 10.09 shall survive such termination or expiration, as the case may be.
ARTICLE 9
ASSIGNMENT AND DELEGATION
SECTION 9.01    Assignment and Delegation.   Except as provided in subsection (b) below, no party to this Agreement shall assign or delegate or otherwise subcontract this Agreement or all or any part of its rights or obligations hereunder to any Person without the prior written consent of the other parties, such consent not to be unreasonably withheld.


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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)    The Administrative Agent may assign its right to perform and receive compensation for the performance of all or any part of the services set forth in Article 2, including without limitation, the establishment and maintenance of the Ledgers and the preparation of the Draft Accounts.
(b)    Without limiting the foregoing, any Person who shall become a successor by assignment or otherwise of any party hereto shall be required as a condition to the effectiveness of any such assignment or other arrangement to become a party to this Agreement.
ARTICLE 10
MISCELLANEOUS
SECTION 10.01    Notices. All notices, demands, certificates, requests, directions, instructions and communications hereunder shall be in writing and shall be effective (a) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business Day after delivery to an overnight courier, or (c) on the date personally delivered to an authorized officer of the party to which sent, (d) on the date transmitted by legible telecopier transmission with a confirmation of receipt, or (e) on the date transmitted by e‑mail, in all cases addressed to the applicable recipient as follows:
(a)    If to WEST and each other Managed Group Member, to:
Willis Engine Structured Trust V
c/o Wilmington Trust Company
1100 North Market Street

Rodney Square North
Wilmington, Delaware 19890
Attention: Corporate Trust Administrator
Fax: (301) 651-8882
with a copy to:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
Attention: General Counsel
Fax: +1 (415) 408-4701
(b)    If to the Administrative Agent, to it at:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073


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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.

Attention: General Counsel
Fax: +1 (415) 408-4701
(c)    If to the Indenture Trustee or the Security Trustee, to it at:
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention: ABS Client Service – WES20A
Facsimile: (714) 247-6478
E-mail: ronaldo.r.reyes@db.com
From time to time, any party to such agreement may designate a new address or number for purposes of notice thereunder by notice to each of the other parties thereto.
In connection with the performance of their respective duties hereunder, each party may give notices, consents, directions, approvals, instructions and requests to, and otherwise communicate with, each other using electronic means, including email transmission to such email addresses as each such party shall designate to the other parties, and, if by electronic means to the Indenture Trustee or Security Trustee, unless otherwise agreed by the applicable parties, delivered as a .PDF (Portable Document Format) or other attachment to email including a manual authorized signature on such attached notice, consent, direction, approval, instruction, request or other communication.
SECTION 10.02    Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
SECTION 10.03    Jurisdiction. Each of the parties hereto agrees that the Supreme Court of the State of New York sitting in the Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to such New York State or, to the extent permitted by law, such U.S. federal court being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. Each of WEST, the other Managed Group Members and the Administrative Agent agrees that the process by which any suit, action or proceeding is begun in such New York State or U.S. federal court may be served on it by being delivered in connection with any such suit, action or proceeding directly to its address determined for such party pursuant to Section 10.01 or in the applicable Managed Group Member Supplement or, in the case of any Managed Group Member who does not have a place of business


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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.

in the United States, (a) in the case of each such Managed Group Member party to this Agreement on the date hereof, to Corporation Service Company, 1180 Avenue of the Americas, Suite 210, New York, NY 10036 as process agent thereof and (b) in the case of each such Managed Group Member executing a Managed Group Member Supplement to the Person named as the process agent of such party (each such process agent, a “Process Agent”) herein or in such Managed Group Member Supplement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Agreement to the giving of any relief or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.

SECTION 10.04    Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 10.05    Counterparts; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The Indenture Trustee, in its own capacity and acting on behalf of the Noteholders, is an express third party beneficiary of this Agreement, and, as such, shall have full power and authority to enforce the provisions of this Agreement against the parties hereto. No provision of this Agreement is intended to confer any rights or remedies hereunder upon any Person other than the Indenture Trustee and any holders of the Notes (to the extent described in the preceding sentence) and the parties hereto.
SECTION 10.06    Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Agreement.
SECTION 10.07    Power of Attorney. WEST and each other Managed Group Member shall appoint the Administrative Agent and its successors, and its permitted designees, as their true and lawful attorney-in-fact. All services to be performed and actions to be taken by the Administrative Agent pursuant to this Agreement shall be performed on behalf of WEST and each other Managed Group Member. The Administrative Agent shall be entitled to seek and obtain from WEST and each other Managed Group Member a power of attorney in respect of the execution of any specific action as the Administrative Agent deems appropriate.
SECTION 10.08    Table of Contents; Headings. The table of contents and headings of the various articles, sections and other subdivisions of such agreement are for convenience of reference only and shall not modify, define or limit any of the terms or provisions of such agreement.


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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.

SECTION 10.09    Restrictions on Disclosure. The Administrative Agent agrees that it shall not, prior to the termination or expiration of this Agreement or within three year after such termination or expiration, disclose to any Person any confidential or proprietary information, whether of a technical, financial, commercial or other nature, received directly or indirectly from WEST and each other Managed Group Member regarding WEST and each other Managed Group Member or their business or the Assets, except as authorized in writing by WEST and each other Managed Group Member or otherwise permitted by this Agreement, and except:
(a)    to representatives of the Administrative Agent and any of its Affiliates in furtherance of the purposes of this Agreement; provided that any such representatives shall have agreed to be bound by the restrictions on disclosure set forth in this Section 10.09;
(b)    to the extent required by Applicable Law or by judicial or administrative process, but in the event of proposed disclosure, the Administrative Agent shall use reasonable efforts to protect information in which WEST and each other Managed Group Member have an interest to the maximum extent achievable; and
(c)    to the extent that the information:
(i)    was generally available in the public domain;
(ii)    was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to WEST and each other Managed Group Member;
(iii)    was disclosed to the general public with the approval of WEST and each other Managed Group Member;
(iv)    was in the files, records or knowledge of the Administrative Agent or any Affiliates of the Administrative Agent prior to initial disclosure thereof to the Administrative Agent or any Affiliates of the Administrative Agent by WEST and each other Managed Group Member;
(v)    was provided by a member of a governing body of WEST or any other Managed Group Member to the Administrative Agent or any Affiliates of the Administrative Agent without any express written (or, to the extent such information was provided in an oral communication, oral) restriction on use of or access to such information, and such information would not reasonably be expected to be confidential, proprietary or otherwise privileged; or
(vi)    was developed independently by the Administrative Agent or any Affiliates of the Administrative Agent; and
(vii)    is reasonably deemed necessary by the Administrative Agent to protect and enforce its rights and remedies under this Agreement; provided, however, that in such an event the Administrative Agent shall act in a manner reasonably designed to prevent disclosure of such confidential information; and provided further, that prior to


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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.

disclosure of such information the Administrative Agent shall inform WEST and each other Managed Group Member of such disclosure.
SECTION 10.10    No Partnership.   It is expressly recognized and acknowledged that this Agreement is not intended to create a partnership, joint venture or other similar arrangement between WEST or any other Managed Group Member on the one part and the Administrative Agent on the other part. It is also expressly understood that any actions taken on behalf of WEST or any other Managed Group Member by the Administrative Agent shall be taken as agent for WEST or such Managed Group Member, either naming WEST or such other relevant Managed Group Member, or naming the Administrative Agent as agent for an undisclosed principal. Neither WEST nor any other Managed Group Member shall hold itself out as a partner of the Administrative Agent, and the Administrative Agent will not hold itself out as a partner of WEST or any other Managed Group Member.
(a)    The Administrative Agent shall not have any fiduciary duty or other implied obligations or duties to WEST or any other Managed Group Member, any Lessee or any other Person arising out of this Agreement.
SECTION 10.11    Nonpetition. During the term of this Agreement and for one year and one day after payment in full of the Notes, none of the parties hereto or any Affiliate thereof will file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency, examinership or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against WEST or any other Managed Group Member thereof; provided, however, that nothing shall prevent the Administrative Agent from otherwise participating in such bankruptcy or other proceeding instituted by any other Secured Party or other Person.
SECTION 10.12    Concerning the Indenture Trustee and Security Trustee. In respect of the Indenture Trustee’s and Security Trustee’s performance of appointing the Administrative Agent to provide the Bank Account Management Services set forth in Section 2.04 and in the Indenture, the Indenture Trustee and the Security Trustee shall be afforded all of the rights, protections, immunities and indemnities contained in the Indenture and Security Trust Agreement, respectively, as if such rights, protections, immunities and indemnities were specifically set forth herein.
SECTION 10.13    Amendments. This Agreement may not be terminated, amended, supplemented, waived or modified, except by an instrument in writing signed by WEST and the Administrative Agent with notice to the Indenture Trustee and the Security Trustee; provided that WEST may only terminate, amend, supplement, waive or modify this Agreement in accordance with Section 5.02(a) of the Indenture; provided further that no amendment, supplement, waiver or modification which affects the Indenture Trustee’s or Security Trustee’s rights, duties, indemnities or immunities hereunder may be made without the express written consent of the Indenture Trustee or Security Trustee, respectively. No failure or delay of any party in exercising any power or right thereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.


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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.

SECTION 10.14    Asset Trustee Liability. It is understood and agreed that each Asset Trustee is entering into this Agreement as a Managed Group Member solely in their capacity as owner trustee under the relevant Asset Trust Agreement and that the Asset Trustee thereunder shall not be liable or accountable in its individual capacity in any circumstances whatsoever except for its own gross negligence or willful misconduct and as otherwise expressly provided in the such Asset Trust Agreement, all such individual liability being hereby waived, but otherwise shall be liable or accountable solely to the extent of the assets of the Trust Estate (as defined in each Asset Trust Agreement).
[Signature Pages Follow]


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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.

IN WITNESS WHEREOF, this Agreement has been duly executed on the date first written above.
WILLIS ENGINE STRUCTURED TRUST V

By: /s/ Scott B. Flaherty            
Name: Scott B. Flaherty
Title: Controlling Trustee

- Signature Page -
Administrative Agency Agreement
WEST V
[**] = 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.


WILLIS LEASE FINANCE CORPORATION,
as Administrative Agent
By:
/s/ Dean M. Poulakidas            
Name: Dean M. Poulakidas
Title: Senior Vice President

- Signature Page -
Administrative Agency Agreement
WEST V
[**] = 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.

WEST ENGINE ACQUISITION LLC

By:
/s/ Scott B. Flaherty                
Name: Scott B. Flaherty
Title: Controlling Trustee

- Signature Page -
Administrative Agency Agreement
WEST V
[**] = 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.

WEST V ENGINES (IRELAND) LIMITED
By:
/s/ Dan J. Coulcher                
Name: Dan J. Coulcher
Title:     Director


- Signature Page -
Administrative Agency Agreement
WEST V
[**] = 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.

WEST II FRANCE (TO BE RENAMED WEST V FRANCE)

By:
/s/ Dean M. Poulakidas            
Name: Dean M. Poulakidas
Title: Manager

- Signature Page -
Administrative Agency Agreement
WEST V
[**] = 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.


DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as Indenture Trustee
By:
/s/ Katherine M. Wannenmacher        
Name: Katherine M. Wannenmacher
Title: Vice President
By:
/s/ Marion Hogan                
Name: Marion Hogan
Title:    Assistant Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as Security Trustee
By:
/s/ Katherine M. Wannenmacher        
Name: Katherine M. Wannenmacher
Title: Vice President
By:
/s/ Marion Hogan                
Name: Marion Hogan
Title:    Assistant Vice President




- Signature Page -
Administrative Agency Agreement
WEST V
[**] = 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.


U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as owner trustee of each trust named below
By: /s/ Brian W. Kozack                
Name: Brian W. Kozack
Title: Vice President

Trusts:

Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]


- Signature Page -
Administrative Agency Agreement
WEST V
[**] = 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.

APPENDIX A
DEFINITIONS
Account Bank” has the meaning assigned to such term in Section 2.04(b)(iii)(A) hereof.
Account Letter” has the meaning assigned to such term in Section 2.04(b)(iii)(A) hereof.
Administrative Agent” has the meaning assigned to such term in the preamble to this Agreement.
Administrative Agent Conflicts Standard” has the meaning assigned to such term in Section 3.02(b) hereof.
Administrative Fee” has the meaning assigned to such term in Section 7.01 hereof.
Administrative Services” has the meaning assigned to such term in Section 2.01(a) hereof.
After-Tax Basis” means on a basis such that any payment received, deemed to have been received or receivable by any Person shall, if necessary, be supplemented by a further payment to that Person so that the sum of the two payments shall, after deduction of all U.S. federal, state, local and foreign Taxes and other charges resulting from the receipt (actual or constructive) or accrual of such payments imposed by or under any U.S. federal, state, local or foreign law or Governmental Authority (after taking into account any current deduction to which such Person shall be entitled with respect to the amount that gave rise to the underlying payment) be equal to the payment received, deemed to have been received or receivable.
Agreement” has the meaning assigned to such term in the preamble hereof.
Asset Expenses Budget” has the meaning assigned to such term in Section 7.05(a)(B) of the Servicing Agreement.
Bank Account Management Services” has the meaning assigned to such term in Section 2.01(b) hereof.
Budgets” has the meaning assigned to such term in Section 7.05(a) of the Servicing Agreement.
Consolidated Quarterly Draft Accounts” has the meaning assigned to such term in Section 2.05(b)(ii) hereof.
Delaware Trustee” means the Wilmington Trust Company, as trustee of WEST.
Draft Accounts” has the meaning assigned to such term in Section 2.05(b)(iii) hereof.


Appendix A-1

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.

Indenture” means the Amended and Restated Trust Indenture dated as of the Initial Closing Date, among, inter alios, WEST and the Indenture Trustee, and each successor indenture, if any, thereto (as such indenture may be amended, restated, supplemented or otherwise modified from time to time).
Indenture Trustee” has the meaning assigned to such term in the preamble to this Agreement.
Initial Period” has the meaning assigned to such term in Section 7.05(a) of the Servicing Agreement.
Insolvency Event” means: (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking relief in respect of the Administrative Agent or in respect of a substantial part of the property or assets of the Administrative Agent, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership, examinership or similar law, and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered or the Administrative Agent shall go into liquidation, suffer a receiver or mortgagee to take possession of all or substantially all of its assets or have an examiner appointed over it or if a petition or proceeding is presented for any of the foregoing and not discharged within sixty (60) days; or (ii) the Administrative Agent shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership, examinership or similar law, (B) consent to the institution of, or fail within sixty (60) days to contest the filing of, any petition described in clause (i) above, (C) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (D) make a general assignment for the benefit of its creditors.
Ledgers” has the meaning assigned to such term in Section 2.05(b)(i) hereof.
Managed Group Members” has the meaning assigned to such term in the preamble to this Agreement.
Obligor” has the meaning assigned to such term in Section 2.04(b)(iii)(B) hereof.
One Year Period” has the meaning assigned to such term in Section 7.05(a) of the Servicing Agreement.
Operating Budget” has the meaning assigned to such term in Section 7.05(a)(A) of the Servicing Agreement.
Other Administrative Services” has the meaning assigned to such term in Section 3.02(a) hereof.


Appendix A-2

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.

Quarter” means the fiscal quarter of WEST and each other Managed Group Member, as applicable.
Ratings” means the ratings assigned to the Notes by the Rating Agencies.
Reimbursable Expenses” has the meaning assigned to such term in Section 7.02 hereof.
Representatives” with respect to any Person means the officers, directors, employees, advisors and agents of such Person.
Schedule 2.02(a)” has the meaning assigned to such term in Section 2.03(j)(vii) hereof.
Service Providers” has the meaning assigned to such term in Section 2.02(c) hereof.
Standard of Performance” has the meaning assigned to such term in Section 3.01 hereof.
U.S. Bankruptcy Code” has the meaning assigned to such term in Section 8.02(c)(iii).
WEST” has the meaning assigned to such term in the preamble to this Agreement.
Willis” means Willis Lease Finance Corporation, a Delaware corporation.
Year” has the meaning assigned to such term in the Servicing Agreement.




Appendix A-3

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.

SCHEDULE I
ACCOUNTS
The following are the wire instructions for any payments other than Lease payments:
Bank Name:  Deutsche Bank Trust Co. Americas
ABA:  [**]
ACCT#: [**]
Account Name:  Trust and Securities Ac
Ref:  PORT [space] [Portfolio # - as listed below] (e.g. PORT [**])*
Attn:  Timothy Johnson [**]*
*Update as relevant
Portfolio Number
Account
[**]
Collections Account
[**]
Lessee Funded Account
[**]
Security Deposit Account
[**]
Expense Account
[**]
Series Account for Series A Notes
[**]
Series Account for Series B Notes
[**]
Series Account for Series C Notes
[**]
Asset Purchase Account
[**]
Asset Replacement Account
[**]
Liquidity Facility Reserve Account
[**]
Initial Liquidity Payment Account
[**]
Maintenance Reserve Account
[**]
Asset Disposition Contribution Account
[**]
DSCR Cash Trap Account
[**]
Hedge Termination Payment Account
[**]
Defeasance/Redemption Account
[**]
Refinancing Account
[**]
Series C Reserve Account








Exhibit I-1

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The following are the wire instructions for Lease payments:
Bank Name:  Deutsche Bank Trust Co. Americas
ABA:  [**]
ACCT#: [**]**
Account Name: DBTCA as Trustee for WEST V Lessor Acct
Ref:  MSN ____* rental WEST V
Attn: Timothy Johnson [**]*
*Update as relevant
** Lease payments made to this account number in accordance with wire instructions that were provided to a payor of lease payments prior to the date hereof may continue to be paid in accordance with such wire instructions as previously provided.









Exhibit I-2

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SCHEDULE II
PROCESS AGENT
Name of Grantor
Process Agent
WEST V Engines (Ireland) Limited
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036
WEST II France (to be renamed WEST V France)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036



Exhibit II-1

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EXHIBIT A
FORM OF MANAGED GROUP MEMBER SUPPLEMENT
WILLIS LEASE FINANCE CORPORATION,
as Managing Agent

DEUTSCHE BANK TRUST COMPANY AMERICAS
as Trustee

[Date]
Re: Amended and Restated Administrative Agency Agreement, dated as of March 3, 2020
Ladies and Gentlemen:
Reference is made to the Amended and Restated Administrative Agency Agreement dated as of March 3, 2020 (the “Administrative Agency Agreement”), by and among WILLIS ENGINE STRUCTURED TRUST V (“WEST”), a Delaware statutory trust, WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (together with its successors and permitted assigns, the “Administrative Agent” or “Willis”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as trustee under the Indenture (as defined in the Administrative Agency Agreement) and as Security Trustee under the Security Trust Agreement (as defined in the Indenture), and each Issuer Subsidiary signatory to this Agreement or that becomes a party under Section 6.06 (collectively with WEST, the “Managed Group Members”)
Capitalized terms used but not defined herein shall have the meanings set forth in the Administrative Agency Agreement.
The undersigned is an Issuer Subsidiary formed or acquired by [WEST][_________] after the Initial Closing Date and hereby agrees, as of the date first above written, to become a Managed Group Member under the Administrative Agency Agreement as if it were an original party thereto and agrees that each reference in the Administrative Agency Agreement to “Managed Group Member” shall also mean and be a reference to the undersigned.
[insert notice information for Issuer Subsidiary]
[The undersigned confirms for the benefit of each other party to the Administrative Agency Agreement that, pursuant to and as required by Section 10.03 of the Administrative Agency Agreement, it has appointed [insert name and address of process agent] as its Process Agent.]  
[continued on next page]


Exhibit A-1

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This Managed Group Member Supplement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Laws.
Very truly yours,
[NAME OF MANAGED GROUP MEMBER]


By:        

Name:

Title:
Acknowledged and agreed to
as of the date first above written:
WILLIS LEASE FINANCE CORPORATION,
as Administrative Agent


By: _________________________________
Name:
Title:


Exhibit A-2
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.

EXECUTION VERSION



ASSET PURCHASE AGREEMENT
dated as of March 3, 2020
between
WILLIS LEASE FINANCE CORPORATION
and
WILLIS ENGINE STRUCTURED TRUST V




[**] = 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.

Table of Contents
 
 
 
Page

ARTICLE 1 DEFINITIONS
1

 
 
 
 
SECTION 1.01
 
Definitions
1

 
 
 
 
ARTICLE II TRANSFER OF ASSETS
1

 
 
 
 
SECTION 2.01
 
Transfer of Beneficial Interests
1

SECTION 2.02
 
Damage to Initial Assets
4

SECTION 2.03
 
Rental Payments (other than Usage Fees)
5

SECTION 2.04
 
Usage Fees; Lessee Reimbursements
6

SECTION 2.05
 
[Intentionally Omitted]
7

SECTION 2.06
 
True Sale; Security Agreement
7

SECTION 2.07
 
DISCLAIMER
7

 
 
 
 
ARTICLE III REPRESENTATIONS AND WARRANTIES
8

 
 
 
 
SECTION 3.01
 
Representations and Warranties of Willis (Corporate and Initial Asset Interests
8

SECTION 3.02
 
Representations and Warranties of Willis (Initial Assets)
9

SECTION 3.03
 
Representations and Warranties of Willis (Initial Asset Trusts)
13

SECTION 3.04
 
Representations and Warranties of WEST
14

SECTION 3.05
 
Independent Representations
15

SECTION 3.06
 
Benefit of Representations
15

SECTION 3.07
 
Reliance on Representations
15

 
 
 
 
ARTICLE IV ADDITIONAL AGREEMENTS
16

 
 
 
 
SECTION 4.01
 
Regulatory and Other Authorizations; Notices and Consents
16

SECTION 4.02
 
Willis Covenants
16

SECTION 4.03
 
Further Action
16

 
 
 
 
ARTICLE V CONDITIONS PRECENDENT
16

 
 
 
 
SECTION 5.01
 
Conditions to Willis's Obligations
16

SECTION 5.02
 
Conditions to WEST's Obligations
16

 
 
 
 
ARTICLE VI SURVIVAL; LIABILITY LIMITATIONS; INDEMNIFICATION
16

 
 
 
 
SECTION 6.01
 
Survival and Liability Limitations
16

SECTION 6.02
 
Indemnification by Willis
17

SECTION 6.03
 
Indemnification by WEST
18

SECTION 6.04
 
Notice, Etc
18

SECTION 6.05
 
Indemnification by WEST
19

 
 
 
 
ARTICLE VII WAIVER
20

 
 
 
 
SECTION 7.01
 
Waiver by WEST
20

SECTION 7.02
 
Waiver by Willis
20



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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.

 
 
 
 
ARTICLE VIII MISCELLANEOUS PROVISIONS
20

 
 
 
 
SECTION 8.01
 
Expenses
20

SECTION 8.02
 
Notices
20

SECTION 8.03
 
Headings
21

SECTION 8.04
 
Severability
21

SECTION 8.05
 
Entire Agreement
21

SECTION 8.06
 
Assignment
22

SECTION 8.07
 
No Third Party Beneficiaries
22

SECTION 8.08
 
Amendment
22

SECTION 8.09
 
Governing Law
22

SECTION 8.10
 
Waiver of Jury Trial
22

SECTION 8.11
 
Counterparts
23

SECTION 8.12
 
Specific Performance
23

APPENDIX A        Definitions
EXHIBIT A    Form of Beneficial Interest Assignment
SCHEDULE 1    List of Initial Assets
SCHEDULE 2    Lease Documents
SCHEDULE 3    Conditions Precedent



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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.

ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT, dated as of March 3, 2020 (this “Agreement”), is entered into by and between WILLIS LEASE FINANCE CORPORATION (“Willis”), a Delaware corporation, and WILLIS ENGINE STRUCTURED TRUST V (“WEST”), a Delaware statutory trust.
W I T N E S S E T H:
WHEREAS, Willis wishes to transfer to WEST all of its right, title and interest in and to the Asset Interests in each of the Asset Trusts (each, an “Initial Asset Trust”, and the Asset Interest therein, the “Initial Asset Interest”) which, as of the date hereof, have acquired and own the Aircraft Engines and Airframes described in Schedule 1 or, in lieu of any such Aircraft Engine or Airframes, any Substitute Asset therefor, (the “Initial Assets”), in consideration for the issuance by WEST of the Beneficial Interest Certificates in WEST pursuant to the Trust Agreement and the payment and distribution by WEST to Willis of the Cash Portion of the Purchase Price pursuant to this Agreement for each Initial Asset Interest, which will be financed through the issue of the Initial Notes;
WHEREAS, WEST will collaterally assign its interests in the Initial Asset Interests and its other assets to the Security Trustee pursuant to the Security Trust Agreement, as collateral for payment of the Initial Notes pursuant to the terms of the Indenture and as collateral for payment and performance of the other obligations of WEST and the Issuer Group Members to the Secured Parties; and
WHEREAS, Willis and WEST agree that all representations, warranties, covenants and agreements made by Willis and WEST herein shall be for the benefit of the Secured Parties;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01.    Definitions. The terms used herein have the meanings assigned to them in Appendix A. Unless otherwise defined herein, all capitalized terms used but not defined herein have the meanings assigned to such terms in the Indenture.
ARTICLE II
TRANSFER OF ASSETS
Section 2.01.    Transfer of Beneficial Interests. (a) Upon the terms and subject to the conditions of this Agreement and the Trust Agreement, during the Transfer Period, Willis shall sell, transfer and contribute to WEST, and WEST shall acquire from Willis, in the manner set


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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.

forth in clause (c), all of Willis’s right, title and interest in, to and under the Initial Asset Interests in each Initial Asset Trust, the related Initial Asset and each Related Asset, in each case free from any Encumbrance other than Permitted Encumbrances (all of the foregoing, collectively, the “Transferred Property”) but reserving, however, to Willis, in respect of each Initial Asset Interest, all claims for indemnities payable to Willis (or the applicable Asset Trust) under the related Lease in respect of any act or omission or events occurring prior to the Delivery Date for such Asset Interest (the “Retained Rights”), in exchange for the Cash Portion of the Purchase Price in respect of each such Initial Asset Interest to be remitted to Willis on the Delivery Date for the relevant Transferred Property, and Willis shall be deemed to have made a capital contribution to WEST in an amount equal to the excess of the Purchase Price of such Transferred Property over the Cash Portion of such Purchase Price, reduced by the aggregate amount of the Rental Payments and Usage Fees reported by Willis to WEST in respect of the relevant Initial Asset pursuant to Sections 2.03(b) and 2.04(b) and transferred from the Asset Purchase Account, and increased by any investment earnings of WEST on the Cash Portion of such Purchase Price.
(b)    Effective on and as of the relevant Delivery Date as agreed by Willis and WEST during the Transfer Period (which, for the avoidance of doubt, may be a separate Delivery Date for the sale, transfer and assignment of each of the Initial Asset Interests) and subject to the terms and conditions contained in this Agreement, the sale, transfer and assignment of the Transferred Property will take place on such Delivery Date and WEST agrees to accept all ownership interests in, and Willis shall cease to have any direct ownership interest in, the Transferred Property; provided that Willis and WEST may agree to postpone the Delivery Date for any Initial Asset Interest after it is established pursuant to the preceding sentence but not to a date after the end of the Transfer Period; provided further that Willis shall have no liability to WEST in respect of any Initial Asset Interest that has not been transferred to WEST by the end of the Transfer Period.
(c)    On the Delivery Date for each Initial Asset Interest, subject to satisfaction of the conditions set forth in Section 5.01 and 5.02 to the obligations of Willis and WEST related thereto, respectively, the following actions will be taken by Willis or WEST, as indicated, and will be deemed to have taken place in the order set forth below; provided that the obligation of WEST or Willis to take each such action will be subject to Willis or WEST, respectively, having performed each of the actions that is to be taken prior to such action:
(i)    on the Initial Closing Date, WEST shall have deposited, in the Asset Purchase Account, the aggregate Cash Portion of the Purchase Price for all Initial Asset Interests (other than any Initial Asset Interests transferred to WEST on the Initial Closing Date, the aggregate Cash Portion for which shall have been deposited in the Collections Account);
(ii)    Willis shall deliver to WEST a duly executed Beneficial Interest Assignment in respect of the Initial Asset Interest to be transferred on such Delivery Date;


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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.

(iii)    WEST shall cause the Cash Portion of the Purchase Price in respect of such Initial Asset Interest to be remitted to Willis or to such other Person as Willis shall specify in writing to WEST;
(iv)    Willis shall deliver a receipt to WEST for the Purchase Price in respect of such Initial Asset Interest; and
(v)    Willis shall cause the release and termination of all of the Prior Mortgages in the relevant Transferred Property to be effective on such Delivery Date and shall cause the transfer to the Security Trustee of all Related Assets relating to such Transferred Property.
(d)    Willis shall be responsible for the payment of any transfer taxes due in respect of the transfers of the Transferred Property.
(e)    Willis agrees to record, file or register, and provide evidence of the recordation, filing or registration of, at its own expense no later than such Delivery Date, the following UCC financing statements, releases and discharges, in each case in the indicated location:
(i)    in the appropriate UCC filing offices, UCC financing statement amendments terminating the UCC financing statements in respect of the Prior Mortgages relating to the Transferred Property;
(ii)    with the FAA, releases of the Prior Mortgages relating to the Assets included in the Transferred Property;
(iii)    on the International Registry, the discharges of the international interests in respect of the Prior Mortgages on the Transferred Property that have been registered on the International Registry; and
(iv)    such other documents in such other locations as may be required by the Security Trust Agreement or as WEST may reasonably direct.
(f)    All such UCC financing statement amendments, releases, discharges and documents described in clause (e) shall meet the requirements of Applicable Law with respect to their form and the manner of their filing, recordation or registration. Willis shall, promptly following the relevant Delivery Date, deliver to WEST (with copies to the Indenture Trustee), (i) with respect to such UCC financing statement amendments, file-stamped copies of such UCC financing statement amendments or, in the event that a file-stamped copy of such UCC financing statement amendments cannot be obtained in any given jurisdiction, a certificate signed by the relevant filing agent indicating that he/she filed such UCC financing statement amendments with the relevant governmental authority in such jurisdiction, (ii) with respect to the releases filed with the FAA, evidence of submission of the applicable documents for recordation and (iii) with respect to the discharges registered on the International Registry, a copy of a priority search certificate reflecting such discharges.


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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.

Section 2.02.    Damage to Initial Assets.
(a)    If during the Transfer Period, any Initial Asset suffers damage that does not constitute a Total Loss, Willis shall:
(i)    promptly notify WEST of such damage;
(ii)    notify WEST as soon as reasonably practicable of its opinion as to whether such damage is repairable by the end of the Transfer Period; and
(iii)    if repairs of such damage can reasonably be expected to be completed by the end of the Transfer Period, use reasonable efforts to procure the repair of such damage as soon as reasonably practicable, provided that Willis shall have no liability to WEST or the applicable Initial Asset Trust if such repairs are not completed by the end of the Transfer Period.
(b)    If Willis determines that it is unable to effect the transfer of any Initial Asset Interest, the related Initial Asset and the Related Assets to WEST within the Transfer Period for any reason (each such Initial Asset Interest, a “Removed Asset Interest” and the Initial Asset and the Initial Asset Trust corresponding thereto, respectively, a “Removed Asset” and, a “Removed Asset Trust”), (i) the Removed Asset Interest, the Removed Asset and the Related Assets shall not be transferred hereunder, (ii) the Removed Asset Interest, the Removed Asset and the Removed Asset Trust shall cease to be, respectively, an “Initial Asset Interest”, “Initial Asset” and “Initial Asset Trust” for the purposes of this Agreement, and (iii) the Schedules to this Agreement shall be amended to reflect the removal of the Removed Asset and related Lease Documents. Willis may, at its option, elect to provide a Substitute Asset and Related Assets in place of such Removed Asset together with the Related Assets at any time thereafter but no later than five (5) Business Days prior to the Delivery Expiry Date; provided that the following conditions shall be required to be met:
(i)    no Concentration Violation will result from the acquisition by WEST of the Substitute Asset;
(ii)    the Substitute Asset is an Aircraft Engine or Airframe model that is one of the models of the Initial Assets as of the Initial Closing Date or a newer model;
(iii)    if the Substitute Asset is subject to a lease, such lease includes the Core Lease Provisions, and if the Substitute Asset is an airframe, it is subject to a lease with substantially similar economic terms;
(iv)    the acquisition of the Substitute Asset has been approved by a unanimous resolution of the Controlling Trustees including the Independent Controlling Trustee; and
(v)     prior written notice of the substitution with such Substitute Asset has been provided to the Rating Agencies.


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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.

(c)    If, in respect of any Removed Asset, Willis does designate a Substitute Asset pursuant to clause (b) above, the Schedules to this Agreement shall be amended to reflect the addition of such Substitute Asset, including, the addition of the Lease Documents and Asset Trust relating thereto. On the effective date stated in a prior written notice to WEST of the election pursuant to clause (b) above, such Substitute Asset and the Related Assets shall become and thereafter be subject to the terms and conditions of this Agreement, such Substitute Asset and the corresponding Asset Interest and Asset Trust shall be treated, respectively, as an Initial Asset, an Initial Asset Interest and an Initial Asset Trust for purposes of this Agreement.
Section 2.03.    Rental Payments (other than Usage Fees). Willis and WEST agree that (i) all Rental Payments (other than Usage Fees) due and payable under the Lease of an Initial Asset for any period ending prior to the Initial Closing Date shall belong to and promptly be distributed by the applicable Initial Asset Trust to Willis, (ii) all Rental Payments (other than Usage Fees) due and payable under a Lease of an Initial Asset for any period beginning on and after the Initial Closing Date shall belong to and promptly be distributed by the applicable Initial Asset Trust to WEST, and (iii) all Rental Payments (other than Usage Fees) due and payable under a Lease of an Initial Asset for any period beginning before and ending after the Initial Closing Date shall be allocated, between Willis, on the one hand, and the WEST, on the other hand, in proportion to the number of days in such period before the Initial Closing Date and the number of days in such period on and after the Initial Closing Date, respectively, and shall promptly be distributed accordingly. WEST agrees that, if it receives a Rental Payment (other than a Usage Fee) for an Initial Asset that is allocable in whole or in part to a period prior to the Initial Closing Date, it will promptly remit such Rental Payment or part thereof to Willis, and Willis agrees that, if it receives a Rental Payment (other than a Usage Fee) for an Initial Asset that is allocable in whole or in part to a period on and/or after the Initial Closing Date, it will remit such Rental Payment or part thereof to WEST.
(b)    Willis agrees to provide notice to WEST, within two (2) Business Days after the receipt of all Rental Payments (other than Usage Fees) under a Lease of an Initial Asset during the period beginning on the Initial Closing Date and ending on the last day preceding the Delivery Date for such Initial Asset, setting forth the amount of each such Rental Payment and the portion, if less than all of such Rental Payment, that is allocable to the period on and after the Initial Closing Date, determined in accordance with the principles in clause (a) of this Section 2.03. From time to time, the amounts so reported shall be transferred from the Asset Purchase Account to the Collections Account in accordance with the Indenture.
(c)    In the event that an Initial Asset becomes a Removed Initial Asset in accordance with Section 2.02(b), then, no later than three (3) Business Days after the date such Initial Asset became a Removed Initial Asset, WEST agrees to refund to Willis (or such other person at the direction of Willis) all Rental Payments (other than Usage Fees) relating to the Removed Initial Asset paid to WEST; provided that, if such Removed Initial Asset is replaced by a Substitute Asset in accordance with Section 2.02(b), then, promptly upon the effective date of such substitution, (i) WEST agrees to refund to Willis (or such other person at the direction of Willis) all Rental Payments (other than Usage Fees) relating to such Removed Initial Asset paid to WEST for the period commencing on the Initial Closing Date and ending on the date of such


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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.

substitution in excess of the Rental Payments (other than Usage Fees) relating to such Substitute Asset attributable to the same period, if any, and (ii) Willis agrees to pay to WEST all Rental Payments (other than Usage Fees) relating to such Substitute Asset paid for the period commencing on the Initial Closing Date and ending on the date of such substitution in excess of the Rental Payments (other than Usage Fees) relating to such Removed Initial Asset attributable to the same period, if any. Amounts received by WEST in respect of Rental Payments by transfer of such amount from the Asset Purchase Account shall not require a refund from WEST described hereunder.
Section 2.04.    Usage Fees; Lessee Reimbursements. Willis and WEST agree that all Usage Fees received prior to the Initial Closing Date under a Lease of an Initial Asset shall belong to Willis, and that Usage Fees received on and after the Initial Closing Date under a Lease of an Initial Asset shall belong to the related Initial Asset Trust for distribution to WEST, in each case without regard to when the usage of the Initial Asset or other measure of such Usage Fees, on the basis of which such Usage Fees were calculated, occurred.
(b)    Willis and WEST agree that Willis will be obligated to fund claims for Lessee Reimbursements under a Lease of an Initial Asset received prior to the Initial Closing Date and that WEST will be obligated to fund all claims for Lessee Reimbursements under a Lease of an Initial Asset received on and after the Initial Closing Date, in each case without regard to whether the maintenance in respect of such Lessee Reimbursement or other relevant event occurred prior to, on or after the Initial Closing Date. Willis agrees to provide notice to WEST after the receipt of all Usage Fees and claims for Lessee Reimbursements under a Lease of an Initial Asset during the period beginning on the Initial Closing Date and ending on the last day preceding the Delivery Date for such Initial Asset, setting forth each such amount. From time to time, the amounts of Usage Fees so reported shall be transferred from the Asset Purchase Account to the Collections Account in accordance with the Indenture.
(c)    In the event that an Initial Asset becomes a Removed Initial Asset in accordance with Section 2.02(b), then, no later than three (3) Business Days after the date such Initial Asset became a Removed Initial Asset, WEST agrees to refund to Willis (or such other person at the direction of Willis) all Usage Fees relating to the Removed Initial Asset paid to WEST, less any Lessee Reimbursements for such Removed Initial Asset paid by WEST; provided that, if such Removed Initial Asset is replaced by a Substitute Asset in accordance with Section 2.02(b), then, promptly upon the effective date of such substitution, (i) WEST agrees to refund to Willis (or such other person at the direction of Willis) all Usage Fees relating to such Removed Initial Asset paid to WEST for the period commencing on the Initial Closing Date and ending on the date of such substitution (less any Lessee Reimbursements for such Removed Initial Asset paid by WEST during such period) in excess of the Usage Fees relating to such Substitute Asset paid during the same period (less any Lessee Reimbursements for such Substitute Asset paid by Willis during such period), if any, and (ii) Willis agrees to pay to WEST all Usage Fees relating to such Substitute Asset paid for the period commencing on the Initial Closing Date and ending on the date of such substitution (less any Lessee Reimbursements for such Substitute Asset paid by Willis during such period) in excess of the Usage Fees relating to such Removed Initial Asset paid during the same period (less any Lessee Reimbursements for


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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.

such Removed Initial Asset paid by WEST during such period), if any. Amounts received by WEST in respect of Usage Fees by transfer of such amount from the Asset Purchase Account shall not require a refund from WEST described hereunder.
Section 2.05.    [Intentionally Omitted].
Section 2.06.    True Sale; Security Agreement.
(a)    Willis and WEST intend that the transfer by Willis of the Transferred Property pursuant to Section 2.01 hereof shall constitute a valid sale, transfer and conveyance by Willis of the assets so transferred, that after the relevant Delivery Date, Willis shall retain no right, title or interest in the Transferred Property and Related Assets, other than through its ownership of Beneficial Interest Certificates in WEST, and that such assets shall not be part of Willis’s estate in the event of the insolvency or bankruptcy of Willis.
(b)    Willis and WEST intend that their operations and business would not be substantively consolidated in the event of the bankruptcy or insolvency of Willis and that the separate existence of Willis and WEST would not be disregarded in the event of the insolvency or the bankruptcy of Willis. In the event that (i) any of the Transferred Property is held to be property of Willis’s bankruptcy estate or (ii) this Agreement is held or deemed to create a security interest in any such asset, then (x) this Agreement shall constitute a security agreement within the meaning of Article 8 and Article 9 of the UCC as in effect in the State of New York and (y) the conveyances provided for in Section 2.01 hereof shall constitute a grant by Willis to WEST of a valid perfected security interest in all of Willis’s right, title and interest in and to any such asset, which security interest has been assigned to the Security Trustee pursuant to the Security Trust Agreement and which security interest will be deemed to have been granted directly to the Security Trustee from Willis in the event of the consolidation of Willis and WEST in any insolvency proceeding. In furtherance of the foregoing, (A) WEST shall have all of the rights of a secured party with respect to the Transferred Property pursuant to Applicable Law and (B) Willis shall execute and deliver all documents, including but not limited to UCC financing statements, as WEST may reasonably require to effectively perfect and evidence WEST’s security interest in the Transferred Property.
Section 2.07.    DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND THE SCHEDULES HERETO AND IN EACH BENEFICIAL INTEREST ASSIGNMENT, WILLIS HEREBY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER REGARDING THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY, FUTURE PERFORMANCE, USAGE, FITNESS FOR A PARTICULAR PURPOSE OR WORKMANSHIP WITH RESPECT TO ANY OF THE INITIAL ASSETS (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY SUBSTITUTE ASSET THEREFOR), ANY PART THEREOF, THE RELATED ASSETS AND THE OTHER TRANSFERRED PROPERTY. WEST ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS (AND SOLELY TO THE EXTENT) SET FORTH IN THIS AGREEMENT AND THE SCHEDULES HERETO AND IN EACH BENEFICIAL INTEREST ASSIGNMENT, THE INITIAL ASSETS (INCLUDING, FOR


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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.

THE AVOIDANCE OF DOUBT, ANY SUBSTITUTE ASSET THEREFOR), ANY PART THEREOF, THE RELATED ASSETS AND THE OTHER TRANSFERRED PROPERTY THAT WEST IS ACQUIRING DIRECTLY OR INDIRECTLY AS A RESULT OF ITS ACQUISITION OF THE INITIAL ASSET INTERESTS WILL BE DEEMED “AS IS, WHERE IS” ON THE RELEVANT DELIVERY DATE IN THEIR THEN PRESENT CONDITION.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01.    Representations and Warranties of Willis (Corporate and Initial Asset Interests). As an inducement to WEST and the other parties to enter into this Agreement, Willis hereby makes the following representations and warranties as of the Initial Closing Date and as of each Delivery Date:
(a)    Organization, Authority and Qualification of Willis. Willis is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to own its properties as such properties are currently owned and to conduct its business as such business is currently conducted, and to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Willis is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified would not adversely affect the ability of Willis to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement by Willis, the performance by Willis of its obligations hereunder and the consummation by Willis of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Willis. This Agreement has been, and the Beneficial Interest Assignments will have been on the applicable Delivery Date, duly executed and delivered by Willis, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes, and each of the Beneficial Interest Assignments will constitute, a legal, valid and binding obligation of Willis enforceable against Willis in accordance with its terms.
(b)    Consent. Except for the filing with the SEC of a report on Form 8-K by Willis, the execution, delivery and performance of this Agreement by Willis and the consummation of the transactions contemplated hereby do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any Governmental Authority, except as provided in Section 2.01(e). All other authorizations, consents, registrations and notifications required in connection with the entry into, performance, validity and enforceability of, this Agreement, the transactions contemplated by this Agreement have been (or will on or before the applicable Delivery Date) obtained or effected (as appropriate) and are (or will on their being obtained or effected be) in full force and effect.
(c)    No Conflict. The execution, delivery and performance of this Agreement by Willis do not and will not (i) violate, conflict with or result in the breach of any provision of the organizational documents of Willis, (ii) conflict with or violate (or cause an event which


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could have a material adverse effect on the business or financial condition of Willis as a result of) any Applicable Law or Governmental Order applicable to Willis or any of its assets, properties or businesses, including, without limitation, the Business, or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any asset or property of Willis pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Willis is a party or by which any of such assets or properties is bound or affected.
(d)    Compliance with Laws. Willis has conducted and continues to conduct the Business in accordance with Applicable Law and Governmental Orders applicable to it or any of its assets and is not in violation of any such Applicable Law or Governmental Order, which violation has had or could reasonably be expected to have a material adverse effect on the business or financial condition of Willis. There is no pending or threatened action, suit, proceeding, arbitration or claim against Willis before any court, arbitrator or other Governmental Authority in any way adversely affecting the transactions contemplated by this Agreement.
(e)    Full Disclosure. No representation or warranty of Willis in this Agreement, nor any statement, disclosure exhibit or schedule, or certificate furnished or to be furnished to WEST pursuant to this Agreement, or in connection with the transactions contemplated by this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.
(f)    Governing Law; Jurisdiction. The provisions of Section 8.09 concerning governing law and jurisdiction are valid and binding on Willis under the laws of its jurisdiction of organization, and no provision purporting to be binding on Willis of this Agreement or any of the other agreement contemplated hereby is prohibited, unlawful or unenforceable under the laws of its jurisdiction of organization.
(g)    No Liquidator. No liquidator, provisional liquidator, examiner or analogous or similar officer has been appointed in respect of all or any material part of the assets of Willis (or, to its knowledge, any non-material part of the assets of Willis which would, if it were subject to a liquidator, provisional liquidator, examiner or analogous or similar officer, have a material adverse effect on Willis’s financial condition or its ability to perform its obligations hereunder) nor has any application been made to a court which is still pending for an order for, or any act, matter or thing been done which with the giving of notice, lapse of time or satisfaction of some other condition (or any combination thereof) will lead to, the appointment of any such officers or equivalent in any jurisdiction; and it is not entering into this Agreement with the intent to hinder, defraud or delay any creditor.
Section 3.02.    Representations and Warranties of Willis (Initial Assets). Willis hereby makes the following representations and warranties with respect to the transfer of any Initial


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Asset, on and as of the Initial Closing Date and the applicable Delivery Date relating to such Initial Asset (in each case, pertaining to the facts and circumstances then existing on such date):
(a)    Initial Assets. Schedule 1 lists the Initial Assets and related Initial Asset Trusts, all of which are owned by Willis as of the date hereof.
(b)    Appraisals. The appraisals of the Appraisers of the Initial Assets (other than any Substitute Assets) delivered to WEST on the Initial Closing Date are true and complete copies thereof.
(c)    Lease Documents. Except if and as set forth in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, the Lease Documents listed in Schedule 2 (as Schedule 2 may be amended and supplemented to reflect the addition of a Substitute Asset and the removal of any Initial Asset substituted therefor) constitute the whole agreement between the relevant lessor and the relevant Lessee pertaining to the period on and after the Initial Closing Date and includes a complete list of all amendments, supplements, novations, and written consents, approvals and waivers relevant to the Lease and pertaining to the period on and after the Initial Closing Date, and there are no oral waivers in effect that would modify or amend the terms thereof in any material respect pertaining to the period on and after the Initial Closing Date.
(d)    No Lease Defaults. Except if and as set forth in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, to Willis’s knowledge no Material Default has occurred and is continuing under the Lease in respect of any Initial Asset.
(e)    No Outstanding Lessee Claims. Except as set forth in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, there are no outstanding claims which have been asserted by any Lessee against Willis, any Initial Asset Trust or any Asset Trustee arising out of the relevant Lease (other than claims constituting Permitted Encumbrances and other than claims for Lessee Reimbursements that will be the responsibility of Willis or for other payments that will be the responsibility of Willis).
(f)    Ownership of Initial Asset Trusts. The Asset Interest in each Initial Asset Trust has been duly authorized, validly issued and fully paid for and non-assessable, and there is no other agreement outstanding that provides for the issuance of additional beneficial interests in such Initial Asset Trust, or that entitles any Person to exercise preemptive rights or to manage or direct any such Initial Asset Trust other than in accordance with the Asset Trust Agreements. In respect of each Initial Asset Interest, immediately prior to the relevant Delivery Date, Willis has, and will continue to have full legal and beneficial title to such Initial Asset Interest purported to be owned by it, in each case, free and clear of all Encumbrances except Permitted Encumbrances.
(g)    Initial Assets; Legal and Beneficial Title to Initial Assets. (i) Schedule 1 lists the Initial Assets, all of which, immediately prior to the applicable Delivery Date, are owned


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by Willis and the Initial Asset Trusts; (ii) each Initial Asset Trust that purports to own an Initial Asset has, on the applicable Delivery Date, full legal title to such Initial Asset, free from Encumbrances other than Permitted Encumbrances; (iii) the Beneficial Interest Assignment delivered by Willis to WEST in respect of the Initial Asset Interest relating to such Initial Asset was effective to irrevocably transfer such Initial Asset Interest; and (iv) the transfer of such Initial Asset Interest is not avoidable or otherwise subject to rescission by reason of any lawful claim of any other Person by or through the Initial Asset Trust or such Initial Asset Interest (including any prior transferor thereof or any Person acting on behalf of or claiming through any such transferor).
(h)    No Lessee Encumbrances. To Willis’s knowledge, and except if and as disclosed in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, there are no Lessee Encumbrances as of the applicable Delivery Date that are not permitted pursuant to the terms of the relevant Lease document.
(i)    No Unrepaired Damage to Initial Assets. To Willis’s knowledge, and except if and as disclosed in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, (i) no Initial Asset has been involved in any incident that caused damage in excess of the amount required to be disclosed to the relevant lessor under the relevant Lease, and (ii) information provided by Willis and its representatives to the Appraisers with respect to the Initial Assets and on which the Appraisers relied in making their appraisals is true and correct in all material respects and there are no facts or circumstances known to Willis that would render any of the assumptions contained in the Appraisals for the Initial Assets materially inaccurate.
(j)    No Outstanding Compulsory Airworthiness Directives. To Willis’s knowledge, and except if and as disclosed in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, no compulsory airworthiness directives are outstanding against any Initial Asset which would require the lessor of such Initial Asset to make contributions to the cost of compliance therewith as required under the provisions of the relevant Lease, unless the timeframe allowed therefor by the relevant airworthiness directive has not expired.
(k)    No Exercise of Purchase, Extension or Termination Options. To Willis’s knowledge, and except if and as disclosed in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, no options to purchase any Initial Asset, extend or terminate the relevant Lease have been exercised by the relevant Lessee under the relevant Lease Documents.
(l)    Disclosure Schedule True and Accurate. The information set forth in the First Disclosure Letter and each Supplemental Disclosure Letter with respect to each Initial Asset is or will be when issued true and accurate in all material respects.
(m)    Grant of Security Deposits Remain Effective. Except if and as set forth in the First Disclosure Letter and each Supplemental Disclosure Letter, to Willis’s knowledge the


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provisions of each Lease relating to any Security Deposit thereunder remain in full force and effect.
(n)    No Grounds for Termination of Leases by Lessees. To Willis’s knowledge, and except if and as disclosed in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, no event has occurred or act or thing done or omitted to be done by the lessor of any Initial Asset pursuant to which or as a result of which the relevant Lease can be terminated by the applicable Lessee in accordance with the terms of the relevant Lease or the obligations of any such party thereunder would be rendered invalid or unenforceable.
(o)    No Sub-Leases. To Willis’s knowledge, and except if and as disclosed in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, no Initial Asset is subject to any sub-lease between the relevant Lessee and any other Person;
(p)    No Forward Sale Agreement, Purchase Option or Conditional Sale Agreement. To Willis’s knowledge, and except if and as disclosed in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, no Initial Asset is, subject to any forward sale agreement, purchase option, or conditional sale agreement or other similar agreements or options.
(q)    Acceptance of Initial Assets under Leases by Lessees. To Willis’s knowledge, and except if and as disclosed in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, each Initial Asset has been accepted by the relevant Lessee under the Lease thereof without qualification or exception or to the extent that any such acceptance was given subject to any qualification or exception or subject to any liability on the part of the lessor of such Initial Asset to pay or reimburse any costs or expenses or to undertake any repairs or modifications at the expense of such lessor, such qualifications and exceptions have been discharged or waived by the Lessee and have ceased to apply and no such costs or expenses remain to be reimbursed and all defects referred to therein have been duly rectified or waived by such Lessee.
(r)    Lease Document Information True and Complete. Except if and as disclosed in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, the information and statements with respect to each Initial Asset as to and relating to the relevant Lease and the Lease Documents set forth in Schedule 2 are, true and complete.
(s)    Sale of Initial Assets. The sale of each Initial Asset and Initial Asset Interest contemplated by this Agreement and the relevant Beneficial Interest Assignment constitutes a valid and irrevocable transfer of all of the Willis’s right, title and interest in and to such Initial Asset to WEST and thereafter Willis shall retain no right, title or interest in such Initial Asset or such Initial Asset Interest;


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(t)    Payment of Lessee Reimbursements. The lessor under each Lease pertaining to an Initial Asset has paid to the relevant Lessee all amounts due and payable by such lessor to such Lessee in respect of Lessee Reimbursements as required by the relevant Lease Documents.
(u)    Transfer of Initial Assets. Willis intends for the sale of each Initial Asset Interest to constitute a valid transfer of such asset and the related Transferred Property to WEST and intends that after the relevant Delivery Date, Willis shall retain no right, title or interest in such asset (other than through its ownership of Beneficial Interest Certificates in WEST).
(v)    Permits of Initial Asset Trusts. Except to the extent that same is the responsibility of the Lessee under a Lease, each of Willis and each Initial Asset Trust has obtained and is maintaining all permits, licenses, authorizations, certifications, exemptions and approvals necessary to enable it to carry on its business as presently conducted (collectively, “Permits”), and all such Permits are in full force and effect.
Section 3.03.    Representations and Warranties of Willis (Initial Asset Trusts). Willis hereby makes the following representations and warranties as of the Initial Closing Date and the relevant Delivery Date with respect to each of the Initial Asset Trusts (in each case, pertaining to the facts and circumstances then existing on such date):
(a)    Initial Assets. Except for the Initial Assets and Related Assets, and any rights arising under the Related Documents and the Lease Documents, the Initial Asset Trusts have no other assets.
(b)    Liabilities. Except for the Related Documents and the Lease Documents, the Initial Asset Trusts have no other liabilities.
(c)    Contracts. Except (i) for the Related Documents and Lease Documents, all of which are legal, valid and binding on the Initial Asset Trusts that are parties thereto, and are in full force and effect in accordance with their respective terms with respect to each such entity and upon completion of the transactions contemplated by this Agreement, shall continue in full force and effect with respect to each such entity, without penalty or adverse consequence and (ii) if and as disclosed in the First Disclosure Letter and, with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, none of the Initial Asset Trusts is, as of the relevant Delivery Date, a party to any other contract or agreement. Neither Willis, nor any Initial Asset Trust is in breach of, or default under, any contract or agreement to which it is a party.
(d)    Encumbrances. Except for the Lease Documents or as set forth in First Disclosure Letter and with respect to each Initial Asset, any Supplemental Disclosure Letter relating to such Initial Asset, there are, as of the relevant Delivery Date, no Encumbrances (other than Permitted Encumbrances) on any of the assets or properties of any Initial Asset Trust.
(e)    No Employees. No Initial Asset Trust has any employees.


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(f)    No Governmental Orders. To Willis’s knowledge, there are no Governmental Orders outstanding against any Initial Asset Trust.
(g)    No Violation of Applicable Law or Governmental Order. Each Initial Asset Trust is not and has not at any time since its organization as an entity been, or has received any notice that it is or has at any time since its organization as an entity been, in violation of or in default under, in any material respect, Applicable Law or Governmental Order applicable to such entity or any of its assets or properties;
(h)    No Liquidator. No liquidator, provisional liquidator, examiner or analogous or similar officer has been appointed in respect of all or any part of the assets of any Initial Asset Trust nor has any application been made to a court which is still pending for an Order for, or any act, matter or thing been done which with the giving of notice, lapse of time or satisfaction of some other condition (or any combination thereof) will lead to, the appointment of any such officers or equivalent in any jurisdiction;
(i)    Insurance Coverage. At all times that any Initial Asset Trust has been the owner of an Initial Asset, such Initial Asset Trust has been covered by aviation liability insurance policies in such types and amounts and covering such risks and with such insurers as are substantially consistent with Willis’s customary practices and such Initial Asset Trust will continue to be so covered on and after the applicable Delivery Date for such Initial Asset.
(j)    Disregarded Entity Status. Each Initial Asset Trust is and has been at all time from its organization an entity taxable either as a grantor trust or as a disregarded entity for Federal income tax purposes and Willis has made an election, where it is required, to treat each Initial Asset Trust at all times from its organization as an entity taxable as a disregarded entity for Federal, state and local income tax purposes.
(k)    No Unpaid Taxes. Each Initial Asset Trust has paid all material Taxes that are due or claimed or asserted by any taxing authority to be due from such entity on or prior to the applicable Delivery Date and there are no Tax liens upon the assets of such entity except liens for Taxes not yet due;
(l)    Compliance with Tax Laws, Rules and Regulations. Each Initial Asset Trust has materially complied with all applicable laws, rules, and regulations relating to the payment and withholding of Taxes (including withholding and reporting requirements under Code Sections 1441 through 1464, 1471 through 1474, 3401 through 3406, 6041 and 6049 and similar provisions under any other Applicable Laws) and has, to the extent material, within the time and in the manner prescribed by law, withheld from employee wages and paid over to the proper governmental authorities all required amounts.
Section 3.04.    Representations and Warranties of WEST. As an inducement to the other parties to enter into this Agreement, WEST hereby makes the following representations and warranties as of the Initial Closing Date and as of each Delivery Date:


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(a)    Organization and Authority of WEST. WEST is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by WEST, the performance by WEST of its obligations hereunder and the consummation by WEST of the transactions contemplated hereby have been duly authorized by all requisite action on the part of WEST. This Agreement has been duly executed and delivered by WEST, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes, a legal, valid and binding obligation of WEST enforceable against WEST in accordance with its terms.
(b)    Governmental Consents and Approvals. The execution, delivery and performance of this Agreement by WEST do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any Governmental Authority.
(c)    No Conflict. Except as may result from any facts or circumstances relating solely to Willis, the execution, delivery and performance of this Agreement by WEST do not and will not (i) violate, conflict with or result in the breach of any provision of the Trust Agreement of WEST, (ii) conflict with or violate any Applicable Law or Governmental Order applicable to WEST or (iii) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of WEST pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which WEST is a party or by which any of such assets or properties are bound or affected which would have a material adverse effect on the ability of WEST to consummate the transactions contemplated by this Agreement.
(d)    Investment Purpose. WEST is acquiring the Transferred Property solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof.
Section 3.05.    Independent Representations. Each of the representations and warranties shall be construed as a separate and independent representation and warranty and shall not be limited or restricted by reference to the terms of any other provision of this Agreement, any other Related Document or any other representation or warranty.
Section 3.06.    Benefit of Representations. Subject to Section 6.01, the benefit of the representations and warranties set forth in this Agreement shall run to the Security Trustee.
Section 3.07.    Reliance on Representations. Willis acknowledges that WEST is entering into this Agreement and the other Related Documents in reliance upon the accuracy of each of the representations and warranties of Willis set forth in this Agreement.


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ARTICLE IV
ADDITIONAL AGREEMENTS
Section 4.01.    Regulatory and Other Authorizations; Notices and Consents. Willis shall use its reasonable efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may become necessary in the future for the performance of its obligations pursuant to this Agreement and will cooperate fully with WEST in promptly seeking to obtain all such authorizations, consents, orders and approvals.
Section 4.02.    Willis Covenants. Willis covenants and agrees that it will not, prior to the date that is one year and one day after the payment in full of all amounts owing pursuant to the Indenture, institute against any Issuer Group Member, or join any other Person in instituting against any Issuer Group Member, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of any applicable jurisdiction. This Section 4.02 shall survive the termination of this Agreement.
Section 4.03.    Further Action. Each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under Applicable Law, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement.
ARTICLE V
CONDITIONS PRECEDENT
Section 5.01.    Conditions to Willis’s Obligations. The obligations of Willis to transfer any Transferred Property on the applicable Delivery Date shall be subject to the satisfaction of, or waiver by Willis of, the conditions set forth in Schedule 3, Part 1 hereto.
Section 5.02.    Conditions to WEST’s Obligations . The obligations of WEST to acquire any Transferred Property on the applicable Delivery Date shall be subject to the satisfaction of, or waiver by WEST of, the conditions set forth in Schedule 3, Part 2 hereto.
ARTICLE VI
SURVIVAL; LIABILITY LIMITATIONS; INDEMNIFICATION
Section 6.01.    Survival and Liability Limitations.
(a)    The representations and warranties set forth in Article III, each Beneficial Interest Assignment, and any certificate, or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall continue and survive in full force and effect after the Initial Closing Date or the relevant Delivery Date, as applicable, for a period ending on the date of the payment in full of the Notes.


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(b)    Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate liability of Willis arising out of or resulting from or by reason of any claims under or pursuant to: (i) a breach of the representations and warranties set forth in this Agreement, (ii) the indemnity given by Willis set forth in Section 6.02 and/or (iii) otherwise under this Agreement, shall not exceed $250,000,000; provided that such limit shall not apply in respect of any breach of the representations and warranties set forth in representations and warranties set forth in Section 3.02(c) and Section 3.02(g).
(c)    Willis shall only be liable in respect of any claim brought by WEST for (i) a breach of the representations and warranties set forth in Article III, each Beneficial Interest Assignment, and any certificate, or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement and (ii) the indemnity given by Willis set forth in Section 6.02, in each case if the aggregate liability of Willis for any individual claim would exceed in aggregate $100,000. In the event that such claim exceeds $100,000, Willis shall be liable (subject to clause (b) above) for the full amount of such claim.
Section 6.02.    Indemnification by Willis. Willis hereby agrees to indemnify and hold harmless WEST, its Affiliates and their successors and assigns, and the trustees and agents of WEST, its Affiliates and their successors and assigns (each, a “WEST Indemnified Party”) for any and all Losses, arising out of or resulting from or relating to:
(a)    the breach or inaccuracy of any representation or warranty made by Willis contained in the Transfer Documents;
(b)    the breach of any covenant or agreement by Willis contained in the Transfer Documents;
(c)    Liabilities of Initial Asset Trusts arising from or relating to the ownership of the Initial Assets or the Initial Asset Interests or actions or inactions of Willis or the Initial Asset Trusts or the conduct of their respective businesses prior to the relevant Delivery Date; or
(d)    any and all Losses suffered or incurred by WEST and Initial Asset Trusts by reason of or in connection with any claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of Willis or the Initial Asset Trusts occurring or existing prior to the relevant Delivery Date,
except to the extent such Losses are due to the gross negligence, fraud or willful misconduct of any WEST Indemnified Party. Neither the foregoing indemnity nor any other term or provision of this Agreement shall impose (or be construed to impose) any liability on Willis arising out of the failure of any Lessee to perform its obligations under a Lease or to provide WEST or any WEST Indemnified Party with protection against credit losses or other economic risks of owning any Aircraft, Lease or related assets following any transfer. Without limiting the foregoing, no WEST Indemnified Party has recourse to Willis for the bankruptcy or insolvency of any Lessee or the financial inability of a Lessee to make payments pursuant to any Lease.


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Section 6.03.    Indemnification by WEST. WEST hereby agrees to indemnify and hold harmless Willis, its Affiliates and their successors and assigns, and the trustees and agents of Willis, its Affiliates and their successors and assigns (each an “Willis Indemnified Party”) for any and all Losses, arising out of or resulting from or relating to:
(a)    the breach or inaccuracy of any representation or warranty made by WEST contained in the Transfer Documents;
(b)    the breach of any covenant or agreement by WEST contained in the Transfer Documents;
(c)    Liabilities of WEST and the Initial Asset Trusts arising from or relating to the ownership of the Initial Assets or the Initial Asset Interests or actions or inactions of WEST, the Initial Asset Trusts or the conduct of their respective businesses after the relevant Delivery Date; or
(d)    any and all Losses suffered or incurred by Willis or the Initial Asset Trusts by reason of or in connection with any claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of WEST or the Initial Asset Trusts occurring or existing after the relevant Delivery Date,
except to the extent such Losses are due to the gross negligence, fraud or willful misconduct of any Willis Indemnified Party.
Section 6.04.    Notice, Etc.
(a)    To the extent that undertakings of any Indemnifying Party set forth in this Article VI may be unenforceable, such Indemnifying Party shall contribute the maximum amount that it is permitted to contribute under Applicable Law to the payment and satisfaction of all Losses incurred by the Indemnified Party.
(b)    An Indemnified Party shall give Willis or WEST, as the applicable indemnifying party (the “Indemnifying Party”) notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. The obligations and Liabilities of the Indemnifying Party under this Article VI with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VI (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within


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30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, in its sole and absolute discretion, for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by such Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at such Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.
Section 6.05.    Indemnification by WEST. Except as specifically set forth in this Agreement (and any rights or claims arising as a breach of an obligation contained in this Agreement), effective as of the Delivery Date in respect of an Initial Asset Interest, WEST waives any rights and claims WEST or any of its Affiliates may have against any Willis or any of its Affiliates, whether in law, in equity or otherwise, relating to such Initial Asset Interest, the corresponding Initial Asset Trust, Initial Asset and Related Assets and the transactions contemplated by this Agreement. The rights and claims waived by WEST include claims for contribution or other rights of recovery arising out of or relating to claims for breach of contract, breach of representation or warranty, negligent misrepresentation other claims for breach of duty and all other claims under any other theory of law or equity. After the relevant Delivery Date, this Article VI and Section 8.12 will provide the sole and exclusive remedy for WEST relating to such Initial Asset Interest, the corresponding Initial Asset Trust, Initial Asset and Related Assets and the transactions contemplated by this Agreement.


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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.

ARTICLE VII
WAIVER
Section 7.01.    Waiver by WEST. WEST may (a) extend the time for the performance of any of the obligations or other acts of Willis, (b) waive any inaccuracies in the representations and warranties of any such party contained herein or in any document delivered by any such party or (c) waive compliance with any of the agreements or conditions of any such party contained herein. Written notice shall be provided to each Rating Agency of the waiver of a condition precedent set forth on Schedule 3, Part 2 hereto. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.
Section 7.02.    Waiver by Willis. Willis may (a) extend the time for the performance of any of the obligations or other acts of WEST, (b) waive any inaccuracies in the representations and warranties of WEST contained herein or in any document delivered by WEST or (c) waive compliance with any of the agreements or conditions of WEST contained herein. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01.    Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by Willis, whether or not the Initial Closing Date shall have occurred.
Section 8.02.    Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by recognized courier service or by facsimile (with a copy by recognized courier service) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.02):
(a)
if to Willis at any time or any Initial Asset Trust prior to the relevant Delivery Date:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073


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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.

Attention: General Counsel
Fax: +1 (415) 408-4701
(b)
if to WEST at any time or to any Initial Asset Trust on and after the relevant Delivery Date:
Willis Engine Structured Trust V
c/o Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
Attention: Corporate Trust Administrator

Fax: +1 (302) 651-8882
With a copy to:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
Attention: General Counsel
Fax: +1 (415) 408-4701
In connection with the performance of their respective duties hereunder, each party may give notices, consents, directions, approvals, instructions and requests to, and otherwise communicate with, each other using electronic means, including email transmission to such email addresses as each such party shall designate to the other parties.
Section 8.03.    Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
Section 8.04.    Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Applicable Law or public policy in a jurisdiction, then such term or provision shall only be invalid in such jurisdiction and all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 8.05.    Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings, both written and oral, among Willis and WEST with respect to the subject matter hereof and thereof.


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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.

Section 8.06.    Assignment. Except as described in the recitals hereto, this Agreement may not be assigned by operation of law or otherwise without the express written consent of Willis and WEST (which consent may be granted or withheld in the sole discretion of Willis and WEST). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that WEST has assigned this Agreement (including all of it rights hereunder) as security to the Security Trustee.
Section 8.07.    No Third Party Beneficiaries. Except as described in the recitals hereto, and except for the provisions of Article VI relating to Indemnified Parties, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns (including the Security Trustee) and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Section 8.08.    Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by or on behalf of Willis and WEST or (b) by a waiver in accordance with Section 7.01.
Section 8.09.    Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. Each of the parties hereto agrees that the Supreme Court of the State of New York sitting in the Borough of Manhattan, and the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to such New York State or, to the extent permitted by law, such U.S. federal court being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. Each of the parties hereto agrees that the process by which any suit, action or proceeding is begun in such New York State or U.S. federal court may be served on it by being delivered in connection with any such suit, action or proceeding directly to its address determined for such party pursuant to Section 8.02. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Agreement and the transactions contemplated hereby to the giving of any relief or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding
Section 8.10.    Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY


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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.

WAIVES THE RIGHT TO DEMAND A TRIAL BY JURY, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, THE OTHER RELATED DOCUMENTS, OR THE SUBJECT MATTER HEREOF OR THEREOF OR THE OVERALL TRANSACTION BROUGHT BY ANY OF THE PARTIES HERETO OR THEIR SUCCESSORS OR ASSIGNS.
Section 8.11.    Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
Section 8.12.    Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
[Signature Page Follows]


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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.

IN WITNESS WHEREOF, Willis and WEST have caused this Purchase Agreement to be duly executed by their respective officers or authorized representatives as of the day and year first above written.
WILLIS LEASE FINANCE CORPORATION
By:
/s/ Scott B. Flaherty                
Name: Scott B. Flaherty
Title: Senior Vice President and Chief Financial Officer

 
- Signature Page -
Asset Purchase Agreement
WEST V
 
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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.


WILLIS ENGINE STRUCTURED TRUST V

By:
/s/ Scott B. Flaherty                
Name: Scott B. Flaherty
Title: Controlling Trustee





 
- Signature Page -
Asset Purchase Agreement
WEST V
 
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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.

APPENDIX A
ASSET PURCHASE AGREEMENT
DEFINITIONS
Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.
Asset Interest” means, with respect to any Airframe or Aircraft Engine that is owned by an Asset Trust, the beneficial ownership interest in such Asset Trust. The acquisition or disposition of all of the Asset Interest with respect to an Asset Trust that holds an Airframe or Aircraft Engine constitutes, respectively, the acquisition or disposition of that Airframe or Aircraft Engine.
Asset Trust” means the common law trust estate created pursuant to an Asset Trust Agreement.
Asset Trust Agreement” means each trust agreement with an Asset Trustee under which a common law trust estate is created with respect to an Initial Asset or the right to acquire an Asset and Willis holds the Asset Interest.
Asset Trustee” means Wells Fargo Trust Company, National Association.
Beneficial Interest Assignment” means, in respect of transfer of the each Initial Asset Interest hereunder, an assignment thereof, substantially in the form of Exhibit A to this Agreement.
Beneficial Interest Certificates” means the certificates evidencing a beneficial interest in WEST issued by WEST pursuant to the Trust Agreement.
Business” means, in respect of WEST, the business of owning the Assets and leasing Assets to third-party lessees and, in respect of Willis, the business of owning, inter alia, the Initial Assets and leasing, inter alia, the Initial Assets to third-party lessees.
Cape Town Convention” means the Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, signed in Cape Town, South Africa on November 16, 2001, together with all regulations and procedures issued in connection therewith, and all other rules, amendments, supplements, modifications, and revisions thereto, all as in effect under the laws of the United States of America, as a contracting state. Except to the extent otherwise defined in this Agreement, terms used in this Agreement that are defined in the Cape Town Convention shall, when used in relation to the Cape Town Convention, have the meanings ascribed to them in the Cape Town Convention.
Cash Portion” means, for each Initial Asset Interest (and the Initial Asset and Related Assets relating thereto), an amount equal to the product of (x) the sum of (i) the Net Cash Proceeds of the Series A Notes received on the Initial Closing Date, (ii) the Net Cash Proceeds of

 
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the Series B Notes received on the Initial Closing Date and (iii) the Net Cash Proceeds of the Series C Notes received on the Initial Closing Date and (y) a fraction, the numerator of which is the Initial Appraised Value of that Initial Asset or, in the case of an Initial Asset that is a Substitute Asset, for any Removed Asset replaced by such Substitute Asset, and the denominator of which is the Aggregate Initial Appraised Value; provided that the Cash Portion in respect of any such Substitute Asset shall not be greater than the amount available in the Asset Purchase Account allocable to the originally replaced Initial Asset (provided that such calculation may be made on an aggregate basis with respect to each Substitute Asset and replaced Initial Asset).
Delivery Date” means the date on which the sale, transfer and assignment of a Initial Asset Interest occurs pursuant to the terms of this Agreement.
Delivery Expiry Date” means the date that is two hundred seventy (270) days after the Initial Closing Date.
FAA” means the United States Federal Aviation Administration and any successor agency or agencies thereto.
First Disclosure Letter” means a letter from Willis to WEST dated the Initial Closing Date setting out certain information as at the date hereof.
Governmental Authority” means any transnational, domestic or foreign, federal, state or local, governmental authority, department, court, agency or official, including any political subdivision of any of the foregoing.
Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.
Indemnified Party” means a WEST Indemnified Party or a Willis Indemnified Party, as the context may require.
Indemnifying Party” has the meaning specified in Section 6.04 hereof.
Indenture” means the Amended and Restated Trust Indenture, dated as of March 3, 2020, among WEST, the Indenture Trustee, the Administrative Agent and the Initial Liquidity Facility Provider, as amended, restated, supplemented or otherwise modified from time to time.
Initial Asset Interests” has the meaning specified in the recitals of this Agreement.
Initial Asset Trusts” has the meaning specified in the recitals of this Agreement.
Initial Assets” has the meaning specified in the recitals of this Agreement.
International Registry” has the meaning set forth in the Cape Town Convention.

 
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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.

Lease Documents” means, for any Initial Asset, all agreements identified as such in Schedule 2 concerning such Initial Asset, as such may be amended by any First Disclosure Letter or Supplemental Disclosure Letter the contents of which have been agreed to by WEST.
Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Applicable Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.
Loss” means all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (including, without limitation, any of the foregoing arising from any Action brought or otherwise initiated by any of them).
Material Adverse Effect” means any circumstance, change in, or effect on the Business of WEST and the Issuer Subsidiaries that, individually or in the aggregate with any other circumstances, changes in, or effects on, the Business of WEST and the Issuer Subsidiaries: (a) is, or would be, materially adverse to the business, operations, assets or liabilities, employee relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of WEST and the Issuer Subsidiaries or (b) would materially adversely affect the ability of WEST and the Issuer Subsidiaries to operate or conduct the Business in the manner in which it is currently operated or conducted by WEST and the Issuer Subsidiaries.
Material Default” means, for any Lease:
(a)    any Event of Default as defined in such Lease that is a failure of a Lessee to pay Rental Payments under such Lease (but excluding any Rental Payments that are less than 30 days past due); or
(b)    any other Event of Default under such Lease which, if not cured, will have a material adverse effect on the applicable Asset or the rights of the relevant Asset Trust in such Asset or under such Lease.
Prior Mortgages” means, with respect to an Initial Asset, the security interests granted by the applicable Initial Asset Trust in respect of such Initial Asset and the Related Assets prior to the Delivery Date for such Initial Asset, in relation to a prior financing or refinancing thereof.
Purchase Price” means, with respect to each Initial Asset Interest, an amount equal to the sum of (i) the Initial Appraised Value of the Initial Assets corresponding to such Initial Asset Interest, and (ii) the net book value of the Related Assets on such Delivery Date.
Related Assets” means, with respect to any Initial Asset, all of the following: (a)  any Lease of such Initial Asset together with all related Lease Documents, (b) security deposits, letters of credit, advance payments and any other property provided by the Lessee of such Initial Asset as security for the payment and performance of the obligations of such Lessee under the Lease of such Initial Asset, (c) any agreement or warranty relating to such Initial Asset with or

 
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from (i) the manufacturer of such Initial Asset or any part thereto, (ii) each predecessor owner (other than the manufacturer) of such Initial Asset and each immediately succeeding owner up to and including the Initial Asset Trust owning such Initial Asset as of the applicable Delivery Date, and (iii) each predecessor lessor of the Lease of such Initial Asset and each immediately succeeding lessor up to and including the Initial Asset Trust owning such Initial Asset as of the applicable Delivery Date, as amended and supplemented through the applicable Delivery Date, (d) all Technical Records, (e) all income payments and proceeds of the foregoing in connection with any substitution, release or disposition, (f) any goodwill associated with such Initial Asset, and (g) any management services agreement relating to such Initial Asset or any right to receive management services in respect of such Initial Asset.
Retained Rights” has the meaning specified in Section 2.01(a).
Supplemental Disclosure Letter” means a letter from Willis to WEST dated as of a Delivery Date setting out certain information as at such date.
Technical Records” means, with respect to any Initial Asset, all logs, technical data, manuals and maintenance and historical records and inspection reports relating to such Initial Asset (including engine records and, if the Initial Asset is an Airframe, aircraft records and documents as referred to in the relevant Lease).
Third Party Claims” has the meaning specified in Section 6.03 hereof.
Transfer Documents” means this Agreement and each Beneficial Interest Assignment.
Transfer Period” means the period beginning on the date hereof and ending on the Delivery Expiry Date.
Transferred Property” has the meaning specified in Section 2.01(a).
Trust Agreement” means the Second Amended and Restated Trust Agreement of WEST, dated as of March 3, 2020, between, inter alios, Willis, as depositor, and Wilmington Trust Company, as Owner Trustee.
UCC” means the Uniform Commercial Code as in effect in the State of New York.
WEST” has the meaning specified in the preamble of this Agreement.
WEST Indemnified Party” has the meaning specified in Section 6.02 hereof.
Willis” has the meaning specified in the preamble of this Agreement.
Willis Indemnified Party” has the meaning specified in Section 6.03 hereof.


 
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EXHIBIT A
ASSET PURCHASE AGREEMENT
FORM OF BENEFICIAL INTEREST ASSIGNMENT
This Beneficial Interest Assignment, dated as of [_________], 20[__], is given by the undersigned, Willis Lease Finance Corporation (the “Seller”), in favor of Willis Engine Structured Trust V, a Delaware statutory trust (the “Purchaser”). We refer to that certain [description of Trust Agreement] dated as of [_________] (the “Trust Agreement”), between the Seller, as Owner Participant, and [Wells Fargo Trust Company, National Association], not in its individual capacity but solely as owner trustee (in such capacity, the “Owner Trustee”).
The Seller, as the sole Owner Participant under the Trust Agreement and the sole legal and beneficial owner of the beneficial interest (the “Beneficial Interest”) in the Trust Estate (as defined in the Trust Agreement), hereby sells, assigns, conveys, transfers and sets over to the Purchaser, all of the Seller's right, title and interest in and to the Beneficial Interest, including, without limitation, the Trust Estate other than the Retained Rights (as such term is defined in that certain Asset Purchase Agreement dated as of March 3, 2020 (the “Purchase Agreement”) among the parties hereto and others).
The Seller hereby warrants to the Purchaser, its successors and assigns, that (i) there is hereby irrevocably conveyed to the Purchaser full legal and beneficial title to the Beneficial Interest, free and clear of all Encumbrances (other than Permitted Encumbrances) and (ii) the Owner Trustee holds full legal title to the [aircraft][aircraft engine] listed in Schedule I hereto (the “Asset”) for the benefit of the Seller as sole holder of the Beneficial Interest free and clear of all Encumbrances (other than Permitted Encumbrances).
The Seller agrees with the Purchaser, and its successors and assigns, that the Seller will warrant and defend such title to the Beneficial Interest and such title of the Owner Trustee in the Asset forever against all claims and demands whatsoever (other than Permitted Encumbrances). The Asset was located at the location specified on Schedule 1 hereto at the time of delivery of this Beneficial Interest Assignment.
This Beneficial Interest Assignment is being made and entered into pursuant to the Purchase Agreement among the parties hereto and others) and shall be governed by and construed in accordance with the laws of the State of New York. Except as otherwise provided in the Purchase Agreement, the Beneficial Interest (and the Owner Trustee's interest in the Asset) is sold "AS IS" and "WHERE IS".
This Beneficial Interest Assignment may be executed in any number of separate counterparts by the parties, and each counterpart shall when executed and delivered be an original document, but all counterparts shall together constitute one and the same instrument.
Capitalized terms used herein and not otherwise defined shall have the meanings attributed thereto in the Purchase Agreement.
[Signature pages follow]



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IN WITNESS WHEREOF, Seller has caused this Beneficial Interest Assignment to be duly executed by its officers or authorized representatives as of the day and year first above written.
WILLIS LEASE FINANCE CORPORATION

By:
_________________________________
Name:
Title:
The above and foregoing Beneficial Interest Assignment is hereby accepted and agreed to as of the day and year first above written
WILLIS ENGINE STRUCTURED TRUST V
By:
_________________________________
Name:
Title: Controlling Trustee

The above and foregoing Beneficial Interest Assignment is hereby acknowledged and consented to by the undersigned, as Owner Trustee under the Trust Agreement, as of the day and year first above written
[WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION], not in its individual capacity but solely as Owner Trustee

By:
_________________________________
Name:
Title:



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SCHEDULE 1
BENEFICIAL INTEREST ASSIGNMENT
ASSET
Manufacturer
Model
[ESN][MSN]
 
 
 





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SCHEDULE 1
ASSET PURCHASE AGREEMENT
INITIAL ASSETS


 
Manufacturer
Model
ESN/MSN
1.    
CFM International

[**]
[**]
2.    
CFM International

[**]
[**]
3.    
CFM International

[**]
[**]
4.    
International Aero Engines

[**]
[**]
5.    
International Aero Engines

[**]
[**]
6.    
General Electric

[**]
[**]
7.    
International Aero Engines

[**]
[**]
8.    
Airbus

[**]
[**]
9.    
CFM International

[**]
[**]
10.    
CFM International

[**]
[**]
11.    
Airbus

[**]
[**]
12.    
CFM International

[**]
[**]
13.    
CFM International

[**]
[**]
14.    
Airbus

[**]
[**]
15.    
CFM International

[**]
[**]
16.    
CFM International

[**]
[**]
17.    
General Electric

[**]
[**]
18.    
CFM International

[**]
[**]
19.    
International Aero Engines

[**]
[**]



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Manufacturer
Model
ESN/MSN
20.    
CFM International

[**]
[**]
21.    
CFM International

[**]
[**]
22.    
CFM International

[**]
[**]
23.    
General Electric

[**]
[**]
24.    
CFM International

[**]
[**]
25.    
CFM International

[**]
[**]
26.    
CFM International

[**]
[**]
27.    
CFM International

[**]
[**]
28.    
International Aero Engines

[**]
[**]




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SCHEDULE 2
ASSET PURCHASE AGREEMENT

LEASE DOCUMENTS

Ref No.
Manufacturer, Model and Serial No.
Lessee
Lease Documents
1.    
[**]
[**]
[**]
2.    
[**]
[**]
[**]
3.    
[**]
[**]
[**]
4.    
[**]
[**]
[**]
5.    
[**]
[**]
[**]
6.    
[**]
[**]
[**]
7.    
[**]
[**]
[**]
8.    
[**]
[**]
[**]
9.    
[**]
[**]
[**]
10.    
[**]
[**]
[**]
11.    
[**]
[**]
[**]
12.    
[**]
[**]
[**]
13.    
[**]
[**]
[**]
14.    
[**]
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Ref No.
Manufacturer, Model and Serial No.
Lessee
Lease Documents
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SCHEDULE 3
ASSET PURCHASE AGREEMENT
CONDITIONS PRECEDENT
Part 1
Conditions in favor of Willis
(a)    All representations and warranties of WEST contained in this Agreement shall be true and correct in all material respects as of the relevant Delivery Date, and the covenants and agreements contained in this Agreement to be complied with by WEST on or before such Delivery Date shall have been complied with in all material respects, and Willis shall have received a certificate from WEST to such effect signed by a Controlling Trustee of WEST.
(b)    No proceeding shall have been commenced by or before any Governmental Authority against Willis or WEST seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of Willis, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this paragraph (b) shall not apply if Willis has directly or indirectly solicited or encouraged any such proceeding.
(c)    Willis shall have received a true and complete copy, certified by a Controlling Trustee of WEST, of the organizational documents of WEST and Trustee Resolutions duly and validly adopted by the Controlling Trustees of WEST evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(d)    Willis shall have received a certificate of a Controlling Trustee of WEST certifying the names, signatures and offices of the persons authorized to sign this Agreement and the other documents to be delivered hereunder.
(e)    WEST shall have deposited in the Asset Purchase Account the Cash Portion of the Purchase Price in respect of each Initial Asset Interest that is the subject of the transfer on such Delivery Date.
(f)    No event or events shall have occurred, or be reasonably likely to occur, which, individually or in the aggregate, have, or could have, a Material Adverse Effect.
(g)    Each of the items listed in Section 2.01(c) shall be in form and substance satisfactory to Willis in its sole and absolute discretion.
(h)    With respect to each Initial Asset that is subject of the transfer on such Delivery Date (each, a “Relevant Asset”), no Total Loss shall have occurred as of such Delivery Date for such Relevant Asset.

 
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Part 2
Conditions in favor of WEST
(a)    All representations and warranties of Willis contained in this Agreement shall be true and correct in all material respects as of the relevant Delivery Date, and the covenants and agreements contained in this Agreement to be complied with by Willis on or before such Delivery Date shall have been complied with in all material respects, and WEST shall have received a certificate from Willis to such effect signed by the president or a vice-president of Willis.
(b)    No proceeding shall have been commenced by or before any Governmental Authority against Willis or WEST seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of WEST, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this paragraph (b) shall not apply if WEST has directly or indirectly solicited or encouraged any such proceeding.
(c)    WEST shall have received a true and complete copy, certified by the secretary or an assistant secretary of Willis, of (i) the organizational documents of Willis and (ii) the resolutions duly and validly adopted by the board of directors of Willis evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(d)    WEST shall have received a certificate of the secretary or an assistant secretary of Willis certifying the names and signatures of the officers of Willis authorized to sign this Agreement and the other documents to be delivered hereunder;
(e)    The Notes shall have been issued and WEST shall have received the net proceeds thereof.
(f)    Each of the items listed in Section 2.01(c) shall be in form and substance satisfactory to WEST in its sole and absolute discretion.
(g)    WEST shall have received, on or before the Initial Closing Date, the First Disclosure Letter duly executed by Willis.
(h)    For each Relevant Asset, WEST shall have received, on or before the Initial Closing Date, a Supplemental Disclosure Letter relating to each such Relevant Asset duly executed by Willis.
(i)    For each Relevant Asset, the Lessee of such Initial Asset shall have provided to WEST: (i) a revised insurance certificate and reinsurance certificate, if applicable, required to be maintained pursuant to the Lease for such Initial Asset together, if applicable, with a letter or report from an independent firm of insurance brokers (which in each case may be in an electronic format) naming the applicable persons as additional insureds and loss payees/contract parties as

 
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required by the Indenture; (ii) an acknowledgment (in form and substance reasonably acceptable to the Security Trustee) to include confirmation that on the enforcement of the lease assignment, the lessee shall deal with the Security Trustee (or its nominee) to the exclusion of the lessor under such Lease or Servicer, and (iii) any other documents required to be provided and the satisfaction (or waiver) of all conditions precedent (if any), in each case, pursuant to the terms of such acknowledgment.
(j)    For each Relevant Asset, WEST shall have received: (i) any UCC searches, lien memos prepared by IR counsel, International Registry priority search certificates relating to such Relevant Asset or comparable evidence from the jurisdiction of the principal place of business of the Lessee of such Relevant Asset (“Habitual Base”), in each case as reasonably requested by WEST; and (ii) evidence that any mortgage, charge, pledge or other security over such Relevant Asset or related Lease has been irrevocably released, in each case in form and substance satisfactory to WEST.
(k)    For each Relevant Asset, WEST shall have received, for the Relevant Asset that is an Airframe, an opinion issued by independent counsel in the jurisdiction of registration of such Relevant Asset, and for each other Relevant Asset, other than for a Relevant Asset leased to any Lessee for which the Habitual Base in the United States, an opinion issued by independent counsel in the jurisdiction of the Habitual Base, in each case in form and substance reasonably satisfactory to WEST (or assurances that such opinion shall be delivered promptly after completion of any relevant registrations and filings referred to therein).
(l)    For each Relevant Asset, WEST shall have received an opinion (reasonably acceptable to WEST) as to the registration of the international interests created pursuant to the Security Trust Agreement promptly after the effective time of the transfer of such Relevant Asset (including the filing of any aircraft mortgage and lease assignments or trust documents, if applicable, with the FAA) (or assurances that such opinion shall be delivered promptly after completion of the relevant registrations and filings referred to therein).
(m)    For each Relevant Asset, WEST shall have received an opinion (reasonably acceptable to WEST) dated as of such Delivery Date as to the laws of the jurisdiction of the relevant Asset Trust as to its formation, execution, delivery and performance, and the enforceability, of the documents to which it is a party contemplated by this Agreement and related matters.
(n)    For each Relevant Asset, WEST shall have received an opinion (reasonably acceptable to WEST) of Norton Rose Fulbright US LLP dated as of such Delivery Date as to the enforceability of the documents governed by New York law entered into in connection with the transfer of the relevant Asset Interest and related matters.
(o)    For each Relevant Asset, WEST shall have received an opinion (reasonably acceptable to WEST) dated as of such Delivery Date as to the laws of the State of Delaware in respect of the execution, delivery and performance, and the enforceability, of the documents to which Willis is a party contemplated by this Agreement and related matters.

 
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(p)    For each Relevant Asset, WEST shall have received one or more legal opinions (reasonably acceptable to WEST) in relation to the true sale and valid contribution and valid transfer of title from Willis to the Asset Interests to be sold on that Delivery Date and other matters relation to consolidation under applicable laws.
(q)    For each Relevant Asset, no Total Loss shall have occurred as of such Delivery Date for such Relevant Asset.
(r)    The Delivery Expiry Date shall not have occurred.
(s)    WEST shall have received fully executed copies of each Transfer Document for such Relevant Asset and each document required to be delivered thereunder.
(t)    Insofar as not already provided to WEST, a copy of the applicable Lease (which shall be in compliance with the requirements of the Indenture), together with, if required by the terms of the Security Trust Agreement, a chattel paper original of such Lease (to the extent available or if not available, a certification that no such chattel paper original exists or that it has been lost) and the other Lease Documents relating to the Relevant Asset.
(u)    For each Relevant Asset identified on Schedule 2 as being leased to a Willis subsidiary (the “Prior Leasing Subsidiary”) by the applicable Asset Trust, which such Prior Leasing Subsidiary leases to a Lessee, a novation or lease assignment of the Lease from such Prior Leasing Subsidiary to a Subsidiary of WEST (a “New Leasing Subsidiary”) and a head lease between the Asset Trust and the New Leasing Subsidiary (or a novation or lease assignment of the prior head lease from the Prior Leasing Subsidiary to the New Leasing Subsidiary), in each case in form and substance reasonably satisfactory to WEST, shall each have been executed and delivered by the parties thereto and the effective date thereunder shall occur as of the Delivery Date.


 
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EXECUTION VERSION


    
AMENDED AND RESTATED TRUST INDENTURE
dated as of March 3, 2020
among
WILLIS ENGINE STRUCTURED TRUST V,
as the Issuer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Operating Bank and Trustee
WILLIS LEASE FINANCE CORPORATION,
as the Administrative Agent
and
BANK OF AMERICA, N.A.,
as the Initial Liquidity Facility Provider




[**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request.
43292.00001

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.

TABLE OF CONTENTS
 
 
 
Page

ARTICLE I DEFINITIONS
1

 
 
 
 
SECTION 1.01
 
Definitions
1

SECTION 1.02
 
Rules of Construction
51

SECTION 1.03
 
Compliance Certificates and Opinions
53

SECTION 1.04
 
Acts of Holders
53

 
 
 
 
ARTICLE II THE NOTES
55

 
 
 
 
SECTION 2.01
 
Authorized Amount; Terms; Form; Execution and Delivery
55

SECTION 2.02
 
Restrictive Legends
58

SECTION 2.03
 
Registrar and Paying Agent
66

SECTION 2.04
 
Paying Agents to Hold Money in Trust
67

SECTION 2.05
 
Method of Payment
68

SECTION 2.06
 
Minimum Denomination
70

SECTION 2.07
 
Transfer and Exchange; Cancellation
70

SECTION 2.08
 
Mutilated, Destroyed, Lost or Stolen Notes
72

SECTION 2.09
 
Payments or Transfer Taxes
72

SECTION 2.10
 
Refinancing
72

SECTION 2.11
 
[Reserved]
74

SECTION 2.12
 
Special Transfer Provisions
74

SECTION 2.13
 
[Reserved]
78

SECTION 2.14
 
Statements to Holders
78

SECTION 2.15
 
CUSIP and ISIN Numbers
80

SECTION 2.16
 
Holder Covenants
80

 
 
 
 
ARTICLE III ACCOUNTS; PRIORITY OF PAYMENTS
82

 
 
 
 
SECTION 3.01
 
Accounts
82

SECTION 3.02
 
Investments of Cash
92

SECTION 3.03
 
Initial Closing Date Deposits, Withdrawals and Transfers
94

SECTION 3.04
 
Interim Deposits, Transfers and Withdrawals
95

SECTION 3.05
 
Withdrawals and Transfers Relating to the Acquisition of Assets
97

SECTION 3.06
 
Interim Deposits and Withdrawals for Asset Disposition
99

SECTION 3.07
 
Calculation Date Calculations
99

SECTION 3.08
 
Payment Date First Step Withdrawals and Transfers
104

SECTION 3.09
 
Payment Date Second Step Withdrawals
106

SECTION 3.10
 
Reserved
110

SECTION 3.11
 
Certain Redemptions
111

SECTION 3.12
 
Cure Advances
114



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SECTION 3.13
 
Eligible Credit Facilities
115

SECTION 3.14
 
Initial Liquidity Facility
115

SECTION 3.15
 
Excluded Property
120

 
 
 
 
ARTICLE IV DEFAULT AND REMEDIES
121

 
 
 
 
SECTION 4.01
 
Events of Default
121

SECTION 4.02
 
Acceleration, Rescission and Annulment
123

SECTION 4.03
 
Other Remedies
124

SECTION 4.04
 
Limitation of Suits
124

SECTION 4.05
 
Waiver of Existing Defaults
125

SECTION 4.06
 
Restoration of Rights and Remedies
125

SECTION 4.07
 
Remedies Cumulative
126

SECTION 4.08
 
Authority of Courts Not Required
126

SECTION 4.09
 
Rights of Holders to Receive Payment
126

SECTION 4.10
 
Trustee May File Proofs of Claim
126

SECTION 4.11
 
Undertaking for Costs
127

SECTION 4.12
 
Remedies; Rights of Controlling Party
127

SECTION 4.13
 
Purchase Rights of Holders of Series B Notes
127

SECTION 4.14
 
Purchase Rights of Holders of Series C Notes
128

SECTION 4.15
 
Purchase Rights of Certificate Holders
129

 
 
 
 
ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS
130

 
 
 
 
SECTION 5.01
 
Representations and Warranties
130

SECTION 5.02
 
General Covenants
134

SECTION 5.03
 
Operating Covenants
151

SECTION 5.04
 
Compliance Through Agents
155

 
 
 
 
ARTICLE VI THE TRUSTEE
155

 
 
 
 
SECTION 6.01
 
Acceptance of Trusts and Duties
155

SECTION 6.02
 
Absence of Duties
155

SECTION 6.03
 
Representations or Warranties
156

SECTION 6.04
 
Reliance; Agents; Advice of Counsel
156

SECTION 6.05
 
Not Acting in Individual Capacity
159

SECTION 6.06
 
No Compensation from Holders
159

SECTION 6.07
 
Notice of Defaults
159

SECTION 6.08
 
Trustee May Hold Securities
159

SECTION 6.09
 
Corporate Trustee Required; Eligibility
160

SECTION 6.10
 
Reports by the Issuer
160

SECTION 6.11
 
Compensation
160

SECTION 6.12
 
Holder Lists
160

SECTION 6.13
 
Preservation of Information; Communications to Holders
160

 
 
 
 


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ARTICLE VII SUCCESSOR TRUSTEES
161

 
 
 
 
SECTION 7.01
 
Resignation and Removal of Trustee
161

SECTION 7.02
 
Appointment of Successor
162

 
 
 
 
ARTICLE VIII INDEMNITY
163

 
 
 
 
SECTION 8.01
 
Indemnity
163

SECTION 8.02
 
Holders' Indemnity
163

SECTION 8.03
 
Survival
164

 
 
 
 
ARTICLE IX MODIFICATION
164

 
 
 
 
SECTION 9.01
 
Modification with Consent of Holders and the Initial Liquidity Facility Provider
164

SECTION 9.02
 
Modification Without Consent of Holders
165

SECTION 9.03
 
Subordination and Priority of Payments
166

SECTION 9.04
 
Execution of Amendments by Trustee
166

 
 
 
 
ARTICLE X SUBORDINATION
166

 
 
 
 
SECTION 10.01
 
Subordination of the Notes and Other Subordinated Obligations
166

SECTION 10.02
 
Rights of Subrogation
167

SECTION 10.03
 
Further Assurances of Junior Representatives
167

SECTION 10.04
 
Enforcement
168

SECTION 10.05
 
Continued Effectiveness
168

SECTION 10.06
 
Senior Claims and Junior Claims Unimpaired
168

 
 
 
 
ARTICLE XI DISCHARGE OF INDENTURE; DEFEASANCE
168

 
 
 
 
SECTION 11.01
 
Discharge of Liability on the Notes; Defeasance
168

SECTION 11.02
 
Conditions to Defeasance
169

SECTION 11.03
 
Application of Trust Money
170

SECTION 11.04
 
Repayment to Issuer
170

SECTION 11.05
 
Indemnity for Government Obligations
170

SECTION 11.06
 
Reinstatement
171

 
 
 
 
ARTICLE XII MISCELLANEOUS
171

 
 
 
 
SECTION 12.01
 
Right of Trustee to Perform
171

SECTION 12.02
 
Waiver
171

SECTION 12.03
 
Severability
171

SECTION 12.04
 
Restrictions on Exercise of Certain Rights
172

SECTION 12.05
 
Notices
172

SECTION 12.06
 
Assignments; Third Party Beneficiary
174



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SECTION 12.07
 
Currency Conversion
174

SECTION 12.08
 
Application to Court
175

SECTION 12.09
 
Governing Law
175

SECTION 12.10
 
Jurisdiction
175

SECTION 12.11
 
Counterparts
176

SECTION 12.12
 
Table of Contents, Headings, Etc
176

SECTION 12.13
 
Compliance with Applicable Regulations
176

SECTION 12.14
 
Limited Recourse
177

SECTION 12.15
 
Contractual Recognition of Bail-In
177



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Schedules
Schedule 1    –    Initial Assets
Schedule 2    –    Issuer Subsidiaries
Schedule 3    –    Asset Subsidiaries
Schedule 4    –    Asset Trust Agreements
Schedule 5    –    Scheduled Series Percentage
Schedule 6    –    Maintenance Reduction Amount

Exhibits
Exhibit A-1    –    Form of Series A Note
Exhibit A-2    –    Form of Series B Note
Exhibit A-3    –    Form of Series C Note
Exhibit B    –    Concentration Limits
Exhibit C    –    Insurance Provisions
Exhibit D-1    –    Form of Series B Purchase Option Notice
Exhibit D-2    –    Form of Series C Purchase Option Notice
Exhibit D-3    –    Form of Certificate Holder Purchase Option Notice
Exhibit E-1    –    Form of Monthly Report to Each Holder
Exhibit E-2    –    Annual Report to Each Holder
Exhibit F    –    Form of Certificate of Transfer
Exhibit G    –    Core Lease Provisions
Exhibit H    –    Form of Compliance Certificate


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This AMENDED AND RESTATED TRUST INDENTURE, dated as of March 3, 2020 (this “Indenture”), is made among WILLIS ENGINE STRUCTURED TRUST V (formerly known as Willis Engine Securitization Trust II), a Delaware statutory trust (the “Issuer”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as the Trustee and Operating Bank, WILLIS LEASE FINANCE CORPORATION, in its capacity as Administrative Agent, and BANK OF AMERICA, N.A., a national banking association (“BOA”), as the Initial Liquidity Facility Provider.
WHEREAS, the Issuer, the Trustee, the Operating Bank, the Administrative Agent and Crédit Agricole Corporate and Investment Bank, as initial liquidity facility provider, entered into the Trust Indenture, dated as of September 14, 2012 (as amended, supplemented and otherwise modified from time to time prior to the date hereof, the “Original Indenture”);

WHEREAS, on the Initial Closing Date, the Issuer shall issue the Initial Notes in connection with the refinancing of the notes issued September 17, 2012 pursuant to the Original Indenture and the acquisition of certain Assets pursuant to the Asset Purchase Agreement;
WHEREAS, on the Initial Closing Date, pursuant to the Trust Agreement, the Asset Purchase Agreement and the Excluded Property Purchase Agreement, the Issuer shall issue a Beneficial Interest Certificate to Willis Lease, in exchange and replacement for the Beneficial Interest Certificate issued to Willis Lease on the date of the Original Indenture;

WHEREAS, the parties hereto desire to amend and restate the Original Indenture on the terms and conditions set forth herein;
NOW, THEREFORE, for the consideration set forth herein and other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged, each of the parties hereto hereby agree that the Original Indenture is hereby amended and restated in its entirety to read as follows:
ARTICLE I
DEFINITIONS
Section 1.01    Definitions. For purposes of this Indenture, the following terms have the meanings indicated below:
Accelerated” has a meaning correlative to the meaning of Acceleration.
Acceleration” means, with respect to the principal, interest and other amounts payable in respect of the Notes, such amounts becoming immediately due and payable by declaration or otherwise.
Acceleration Default” means any Event of Default of the type described in Section 4.01(e) or 4.01(f).


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Account” means any or, in its plural form, all of the accounts established pursuant to Section 3.01 and any ledger accounts and ledger subaccounts maintained therein in accordance with this Indenture.
Acquisition Agreement” means the Asset Purchase Agreement and any acquisition agreement pursuant to which one or more Replacement Assets (or related Asset Interests) are acquired.
Acquisition Balance Redemption” has the meaning given to such term in Section 3.11(a).
Act” has, with respect to any Holder, the meaning given to such term in Section 1.04(a).
Additional Advances” means the proceeds of the issuance of Additional Certificates.
Additional Certificates” means any Beneficial Interest Certificates issued pursuant to the Trust Agreement, the proceeds of which are used, in substantial part, to fund (a) the cost of Discretionary Asset Modifications, other Asset modifications (including cargo conversions in respect of an Asset that is an Airframe) and maintenance on an Asset; (b) an increase in the amount on deposit in the Asset Disposition Contribution Account, (c) the Redemption of a Series of Notes in accordance with Section 3.11, or (d) additional amounts to be included in the Net Sale Proceeds in respect of any Asset Disposition.
Additional Lease” means, with respect to each Asset other than an Initial Asset, each lease agreement, conditional sale agreement, hire purchase agreement or other similar arrangement with respect to such Asset on the Delivery Date therefor, provided that if, under any sub-leasing arrangement with respect to an Asset (other than an Initial Asset), the lessor agrees to receive payments or collateral directly from, or is to make payments directly to, the sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant sub-lease shall constitute the “Additional Lease”, and the sub-lessee shall constitute the related “Lessee” with respect to such Asset, but only to the extent of the provisions of such sub-lease agreement relevant to such payments and collateral and to the extent agreed by the relevant lessor.
Additional Maintenance Reserve Amount” has the meaning given to such term in Section 5.03(g).
Additional Prepayment Amount” means, with respect to any Series of Notes as of any Payment Date, the sum of:
(a)     the Additional Prepayment Amount on the immediately preceding Payment Date (or, on the first Payment Date, zero) plus
(b)     all Rapid Amortization Amounts applied to such Series on the immediately preceding Payment Date plus
(c)     if the Disposition Date for an Asset (other than a Part-Out Asset) occurred during the related Collection Period or the Part-Out Sale Completion Date for a Part-Out Asset occurred during the related Collection Period (excluding an Exempted Disposition of an Asset or a Part-Out


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Asset), the greater of (i) zero and (ii) (A) the Disposition Paydown Amount for such Asset and such Series (minus, for any Part-Out Asset, any amounts previously applied to the Additional Prepayment Amount for such Part-Out Asset pursuant to clause (d)), minus (B) (1) the Allocable Notional Series Amount for such Asset and such Series on such Payment Date multiplied by (2) the Scheduled Series Percentage for such Asset and such Series on the immediately preceding Payment Date plus
(d)     if Net Sale Proceeds are received from a Part-Out Asset (excluding an Exempted Disposition) during the related Collection Period but the Part-Out Sale Completion Date has not yet occurred for such Part-Out Asset, (i) the lesser of (A) the amount of Net Sale Proceeds received during the related Collection Period for such Part-Out Asset and (B) the Disposition Paydown Amount for such Asset (minus the aggregate amount of Net Sale Proceeds received during any prior Collection Period for such Part-Out Asset) minus (ii) the Allocable Notional Series Amount for such Part-Out Asset and such Series as of the Designated Payment Date multiplied by the difference between (A) the Scheduled Series Percentage for such Series and such Asset on the Designated Payment Date and (B) the Scheduled Series Percentage for such Series and such Asset on such Payment Date plus
(e)     all Cash Trap Principal Payments applied to such Series on the immediately preceding Payment Date.
Additional Security Deposit Reserve Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the Target Security Deposit Amount as of such Payment Date over (b) the Balance of the Security Deposit Account (less any Segregated Funds on deposit therein) as of such Payment Date (determined after giving effect to all other deposits to, and withdrawals from, the Security Deposit Account to be made on such Payment Date).
Additional Series C Reserve Amount” has the meaning given to such term in Section 3.01(q).

Adjusted Base Value” means, with respect to any Asset on any Calculation Date or any other date (such date of determination, for the purposes only of this definition, the “Appraisal Date”), the average of the Maintenance Adjusted Base Values of such Asset as determined by the most recent appraisals of such Asset provided pursuant to Section 5.02(u); provided that, unless the Adjusted Base Value of such Asset is being calculated in order to determine the Allocable Debt Balance or an Allocable Series Amount in connection with the Asset Disposition of such Asset, the “Adjusted Base Value” of any Asset which has been sold, transferred or otherwise disposed of on or prior to such Appraisal Date for which the Net Sale Proceeds thereof are retained in the Asset Replacement Account or a Qualified Escrow Account as of such Appraisal Date shall be deemed to equal the amount of such Net Sale Proceeds so retained (including, without duplication, any Asset Disposition Accrual Amounts on deposit in the Asset Disposition Contribution Account relating to such Asset and any Additional Advances applied or to be applied to such Net Sale Proceeds); provided further that the Adjusted Base Value of an Asset that is an Airframe will be calculated as (a) the average of the Maintenance Adjusted Base Values of the aircraft constituted by such Airframe and its associated Aircraft Engines minus (b) the average of the aggregate Maintenance Adjusted Base Values of such Aircraft Engines referred to in clause (a).


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[**] = 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.

Adjusted Portfolio Value” means, in respect of any date, the sum of the Adjusted Base Value of each Asset on such date. For purposes of calculating the Adjusted Portfolio Value, an Asset to be delivered during the period prior to the Delivery Expiry Date pursuant to the Asset Purchase Agreement shall be deemed to be an Asset from the Initial Closing Date, adjusted from time to time in respect of any Substitute Assets therefor.
Administrative Agency Agreement” means the Amended and Restated Administrative Agency Agreement dated as of the Initial Closing Date among the Administrative Agent, the Issuer, the Issuer Subsidiaries party thereto, the Security Trustee and the Trustee.
Administrative Agent” means the Person acting, at the time of determination, in the capacity as the administrative agent of the Issuer Group Members under the Administrative Agency Agreement or any replacement agreement therefor. The initial Administrative Agent is Willis Lease.
Affected Notes” has the meaning given to such term in Section 3.11(b)(i).
Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such Person or is a director or officer of such Person; “control” of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting Stock, by contract or otherwise.
Aggregate Half-Life Base Value” means, in respect of any date, the sum of the Base Values of each Asset on such date.
Aggregate Initial Appraised Value” means the sum of the Initial Appraised Values of the Initial Assets.
Aggregate Maintenance Adjusted Base Value” means, in respect of any date, the sum of the Adjusted Base Value of each Asset on such date; provided, that if the Lease for any Asset contains return conditions that specify a weighted average remaining life threshold for such Asset that is higher than the then current weighted average maintenance status used in determining the Adjusted Base Value of such Asset, then solely for purposes of calculating the Aggregate Maintenance Adjusted Base Value, the Adjusted Base Value of such Asset will be adjusted upward to reflect the condition in which the Asset must be returned at the end of such Lease.
Aggregate Maintenance Ratio Amount” means, on any date where the ratio of the Aggregate Maintenance Adjusted Base Value to the Aggregate Half-Life Base Value is less than 0.9, an amount equal to (a) the product of (x) the Aggregate Half-Life Base Value multiplied by (y) 0.9 minus (b) the Aggregate Maintenance Adjusted Base Value.
Agreed Currency” has the meaning given to such term in Section 12.07(a).
Agreed Value Payment” means a payment to be made by or on behalf of a Lessee under a Lease upon or following a Total Loss of an Asset with respect to such Total Loss.


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[**] = 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.

Aircraft Engine” means a basic power jet propulsion or turboprop engine assembly for an aircraft that is Stage 3 or later compliant (without reliance on a noise reduction or “hush” kit), including its essential accessories as supplied by the manufacturer of such Aircraft Engine, but excluding the nacelle, and including any QEC Kit and any and all modules and Parts incorporated in, installed on or attached to each such engine from time to time and any substitutions therefor.
Airframe Interest” means (a) the Stock in any Person that owns an Airframe, including, without limitation, a trust or (b) the Person that holds, directly or indirectly, the interest referred to in clause (a) above. The acquisition or disposition of all of the Airframe Interests with respect to an Airframe constitutes, respectively, the acquisition or disposition of that Airframe.
Airframes” means each Initial Asset (or, if the context requires, related Asset Interests) and any Replacement Asset (or, if the context requires, related Asset Interests) that is an airframe (including any and all modules and Parts incorporated in, installed on or attached to such airframe from time to time and any substitutions therefor, except in each case, any Aircraft Engine), in each case that are owned by any Issuer Group Member from time to time.
Allocable Debt Balance” means, for any Asset on any date, the sum of each Allocable Series Amount for each Series of Notes for such Asset on such date.
Allocable Notional Series Amount” means, for any Asset and any Series (applying the Reinvestment Rules of Construction, if applicable), (i) on the first Payment Date, the product of (a) the Designated Percentage of such Asset and (b) the Outstanding Principal Balance of such Series, in each case as of the Initial Closing Date and (ii) on any subsequent Payment Date, the greater of (a) zero and (b)(x) the Allocable Notional Series Amount of such Asset and such Series on the immediately preceding Payment Date minus (y) (1) any Excess Proceeds Applied Amount for such Asset and such Series on the immediately preceding Payment Date divided by (2) the Scheduled Series Percentage of such Series and such Asset on the immediately preceding Payment Date minus (z) if such Asset was subjected to an Asset Disposition during the period commencing on the second preceding Calculation Date to the Calculation Date immediately preceding such Payment Date, the amount of clause (ii)(b)(x).
Allocable Series Amount” means, for any Asset and any Series of Notes on any Calculation Date, the product of (a) (x) the Outstanding Principal Balance of such Series as of such Calculation Date plus (y) the sum of all Excess Proceeds Applied Amounts for such Series from the Initial Closing Date to and including the immediately preceding Payment Date for all Assets which were Assets on such Calculation Date multiplied by (b) the Designated Percentage for such Asset on such Calculation Date.
Allowed Restructuring” has the meaning given to such term in Section 5.02(f)(i).
Annual Budget” means an operating budget and an Asset expenses budget that has been adopted by the Issuer for the period beginning on the Initial Closing Date and ending December 31, 2020 and for each calendar year thereafter through December 31, 2028, and that will be adopted for each succeeding calendar year.


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[**] = 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.

Annual Report” has the meaning given to such term in Section 2.14(a).
Anti-Money Laundering Laws” has the meaning given to such term in Section 5.01(r).
Applicable Aviation Authority” means the FAA, the EASA and/or any other governmental authority which, from time to time, has control or responsibility for supervision of civil aviation or has jurisdiction over the airworthiness, operation and/or maintenance of an Asset.
Applicable Law” means, with respect to any Person, all laws, rules, regulations and orders of governmental or regulatory authorities applicable to such Person, including, without limitation, the regulations of each Applicable Aviation Authority applicable to such Person or the Asset owned or operated by it or as to which it has a contractual responsibility.
Applicable Procedures” means, with respect to any transfer or exchange of Beneficial Interests, the rules and procedures of the Depositary, Euroclear or Clearstream and any of their Participants and Indirect Participants that apply to such transfer or exchange.
Applicable Regulations” has the meaning given to such term in Section 12.13.
Appraisers” means, initially, Avitas, Inc., IBA Group Limited and Morten Beyer & Agnew, Inc. and, thereafter, any independent appraiser that is approved by a Special Majority of the Controlling Trustees and that is a member of the International Society of Transport Aircraft Trading (“ISTAT”) or, if ISTAT ceases to exist, any similar professional aircraft appraiser organization in which at least one of the such Appraisers is a member, and the Issuer shall notify the Rating Agencies of any change in Appraiser.
Asset” means each Airframe and each Engine (including, in each case, each Asset for which Excess Proceeds have been received and applied in accordance with Section 3.09), in each case that has not been subjected to an Asset Disposition; provided that a Part-Out Asset shall continue to be an Asset until the applicable Part-Out Sale Completion Date. In addition, when used to refer to an Asset Disposition, the term “Asset” shall include the Asset that is (or is contemplated to be pursuant to a binding, written agreement) subjected to such Asset Disposition, but otherwise “Asset” does not include a disposed Asset.
Asset Agreement” means any lease, sublease, conditional sale agreement, finance lease, hire purchase agreement or other agreement (other than an agreement relating to maintenance, modification or repairs) between an Issuer Group Member and any Person (other than an Issuer Group Member) or any Purchase Option granted to a Person (other than an Issuer Group Member) to purchase an Asset, in each case, pursuant to which such Person acquires or is entitled to acquire legal title to, or the economic benefits of ownership of, such Asset.
Asset Disposition” means any sale, transfer or other disposition of any Asset (or the related Asset Interest), including by reason of (a) the occurrence of a Part-Out Sale Completion Date with respect to a Part-Out Asset or (b) such Asset suffering a Total Loss.


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[**] = 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.

Asset Disposition Accrual Amount” means, in respect of an Asset Disposition, the positive amount, if any, of an amount equal to (i) the Disposition Paydown Amount less (ii) the Net Sale Proceeds received in respect of such Asset Disposition; provided that any Asset disposed of by way of consignment or similar agreement shall be considered disposed of at any time the relevant Issuer Group Member received substantially all of the Net Sale Proceeds that the Servicer expects in good faith to receive from such consignment (or similar arrangement) for all purposes.
Asset Disposition Accrual Deposit” means, on any Payment Date, the amount, if any, to be deposited in the Asset Disposition Contribution Account pursuant to Section 3.09(a)(xxii) on such Payment Date, as directed by the Certificate Holders.
Asset Disposition Contribution Account” has the meaning given to such term in Section 3.01.
Asset Disposition Shortfall” means, with respect to any proposed Asset Disposition, the failure of the Net Sale Proceeds to equal or exceed an amount equal to the Disposition Paydown Amount.
Asset Interest” means an Airframe Interest or an Engine Interest (all Airframe Interests and Engine Interests, collectively, the “Asset Interests”).
Asset Mortgage” has the meaning given to such term in the Security Trust Agreement.
Asset Mortgage and Lease Security Assignment” has the meaning given to such term in the Security Trust Agreement.
Asset Purchase Account” has the meaning given to such term in Section 3.01.
Asset Purchase Agreement” means the Asset Purchase Agreement dated as of March 3, 2020, between Willis Lease and the Issuer.
Asset Related Documents” means all Issuer Group Leases and related documents and other contracts and agreements including any side letters, assignments of warranties or option agreements of Issuer Group Members the terms of which affect the rights or obligations of any Issuer Group Member in respect of any of the Assets.
Asset Replacement Account” has the meaning given to such term in Section 3.01.
Asset Subsidiaries” means, as of the Initial Closing Date, those Persons set forth on Schedule 3 to this Indenture as Asset Subsidiaries and their successors, together with any other Issuer Subsidiary (other than any Asset Trust) holding title to Assets or holding Asset Interests.
Asset Trust Agreement” means, as of the Initial Closing Date, each owner trust agreement with an Asset Trustee in effect on the Initial Closing Date, as set forth on Schedule 4 hereto, together with any other trust agreement with an Asset Trustee under which an owner trust or statutory trust estate is created with respect to an Asset and an Asset Subsidiary holds the Asset Interest, whether


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[**] = 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.

or not such Asset Subsidiary was the original grantor of such owner trust estate or holder of such Asset Interest.
Asset Trustee” means, as of the Initial Closing Date, U.S. Bank National Association, and its successors as owner trustee or statutory trustee under the Asset Trust Agreements set forth on Schedule 4 hereto, together with each other financial institution that acts as an owner trustee or statutory trustee under any other Asset Trust Agreement.
Asset Trusts” means the owner trust or statutory trust estates created pursuant to the Asset Trust Agreements.
Assumed Disposition Premium” means (i) with respect to any Purchase Option having a Purchase Option Date prior to the fourth anniversary of the Initial Closing Date, an amount equal to the Disposition Premium that would be payable for the relevant purchase option price and (ii) with respect to any Purchase Option having a Purchase Option Date on or after the fourth anniversary of the Initial Closing Date, zero.
Assumed Note Target Price” means, in respect of any Asset for purposes of any Asset Disposition by way of a Purchase Option, an amount equal to the sum of (i) 105% of the aggregate Allocable Series Amounts for the Notes as of the Purchase Option Date for such Asset (calculated by assuming that, from the date of the applicable agreement granting the Purchase Option to the Purchase Option Date, no other Asset Dispositions occur and no principal payments are made on the Notes other than Scheduled Principal Payment Amounts), (ii) any Disposition Fee and (iii) the Assumed Disposition Premium, in each case relating to or resulting from such Asset Disposition.
Authorized Agent” means, with respect to a Series of Notes, the authorized Paying Agent or Registrar for such Series of Notes.
Available Amount” means, subject to the proviso contained in Section 3.14(g), at any date of determination, (a) the Maximum Facility Commitment at such time less (b) the aggregate amount of all Facility Drawings under the Initial Liquidity Facility outstanding at such time; provided that following a Downgrade Drawing, a Final Drawing or a Non-Extension Drawing, the Available Amount shall be zero; provided further that, in the case of a Downgrade Drawing, if the Initial Liquidity Facility ceases to be a Downgraded Facility, the Available Amount shall initially be reinstated to an amount equal to the amount of any Unapplied Provider Advance (as defined in the Initial Liquidity Facility) that is reimbursed to the Initial Liquidity Facility Provider pursuant to Section 2.06(c) of the Initial Liquidity Facility and thereafter the Available Amount shall be determined as if no Downgrade Drawing had occurred.
Available Collections” means, as of the close of business on any Calculation Date, amounts on deposit in the Collections Account for distribution on the relevant Payment Date, taking into account certain transfers between the Collections Account and certain other Accounts during the period between such Calculation Date and such Payment Date. The Available Collections with respect to any payment to be made therefrom shall be determined after giving effect to all payments, if any, having priority to such payment under Section 3.09.


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[**] = 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.

Available Scheduled Principal Amount” has the meaning given to such term in Section 3.07(h).
Available Security Deposit Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the aggregate Remaining Security Deposits on such Payment Date over (b) the Target Security Deposit Amount for such Payment Date; provided that, for the avoidance of doubt, if such amount is less than zero, the “Available Security Deposit Amount” shall be zero.
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
Balance” means, with respect to any Account as of any date, the sum of the cash deposits in such account and the value of any Permitted Account Investments held in such Account as of such date, as determined in accordance with Section 1.02(m).
Base Value” means, with respect to any Asset on any Calculation Date or any other date, the average of the Half-Life Base Values of such Asset as determined by the most recent appraisals of such Asset provided pursuant to Section 5.02(u); provided further that the Base Value of an Asset that is an Airframe will be calculated as (a) the average of the Half-Life Base Values of the aircraft constituted by such Airframe and its associated Aircraft Engines minus (b) the average of the aggregate Half-Life Base Values of such Aircraft Engines referred to in clause (a).
Below Value Disposition” means (a) an Asset Disposition in respect of which (i) the sum of (A) the Net Sale Proceeds on the Disposition Date (or, with respect to a Part-Out Asset, the Part-Out Sale Completion Date) and (B) the aggregate amount of the Excess Proceeds Applied Amounts from each Payment Date relating to such Asset are less than the sum of (ii) (A) an amount equal to the Disposition Paydown Amount for such Asset with respect to the Series A Notes, (B) an amount equal to the Disposition Paydown Amount for such Asset with respect to the Series B Notes, (C) an amount equal to the Disposition Paydown Amount for such Asset with respect to the Series C Notes, (D) the amount of any Hedge Termination Payment payable in connection with such Asset Disposition, (E) the Disposition Fee relating to such Asset Disposition, (F) the Disposition Premium for such Asset with respect to the Series A Notes, (G) the Disposition Premium for such Asset with respect to the Series B Notes and (H) the Disposition Premium for such Asset with respect to the Series C Notes or (b) an Asset Disposition of an Asset pursuant to a Below Value Purchase Option.
Below Value Purchase Option” means, with respect to an Asset, a Purchase Option held by a lessee under a Lease of such Asset if (a) the purchase option price will be less than fair market value as of the Purchase Option Date and (b) the projected Allocable Debt Balance of such Asset (calculated as of the Purchase Option Date) is greater than the sum of all contracted Rental Payments and projected net Usage Fees due from the date such Purchase Option is granted to the Purchase Option Date plus the purchase option price referred to in clause (a) of this definition.


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[**] = 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.

Beneficial Interest” means a beneficial interest in a Global Note held in book-entry form by the Depositary.
Beneficial Interest Certificate” has the meaning set forth in the Trust Agreement.
BOA” has the meaning set forth in the preamble.
Business Day” means any date except a Saturday, Sunday or other day on which commercial banks in New York, New York, San Francisco, California, and Santa Ana, California are authorized by law to close.
Calculation Date” means, with respect to each Payment Date, the last day of the calendar month immediately preceding the month in which such Payment Date occurs, provided that if any Calculation Date would otherwise fall on a day that is not a Business Day, such Calculation Date will be the first preceding day that is a Business Day.
Cash Collateral Account” means each other Eligible Credit Facility established as an Account pursuant to Section 3.01(o).
Cash Payment Amount” means, with respect to each Initial Asset, an amount equal to the product of (a) the Net Cash Proceeds of the Notes on the Initial Closing Date, and (b) a fraction, the numerator of which is the Initial Appraised Value for such Initial Asset or, in the case of an Initial Asset that is a Substitute Asset, for the Initial Asset replaced by such Substitute Asset, and the denominator of which is the Aggregate Initial Appraised Value, reduced by amounts transferred from the Asset Purchase Account to other Accounts in respect of Rental Payments and Usage Fees as provided herein and in the Asset Purchase Agreement; provided that the Cash Payment Amount for a Substitute Asset will not be greater than the amount available in the Asset Purchase Account allocable to the applicable Initial Asset.
Cash Trap Principal Payments” has the meaning given to such term in Section 3.08(m).
Certificate Holder” means, as of any date of determination, any Person in whose name a Beneficial Interest Certificate is issued.
Certificate Holder Purchase Date” has the meaning given to such term in Section 4.15.
Certificate Holder Purchase Option Notice” has the meaning given to such term in Section 4.15.
Certificate Holder Purchaser” has the meaning given to such term in Section 4.15.
Certificate of Trust” means that certain Certificate of Trust, dated July 9, 2012, by the Owner Trustee.
Certified Holder” has the meaning given to such term in Section 2.14(a).
Clearstream” means Clearstream Banking, société anonyme, Luxembourg.


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[**] = 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.

Code” means the Internal Revenue Code of 1986, as amended.
Collateral” has the meaning given to such term in the Security Trust Agreement.
Collection Period” means (a) with respect to each Payment Date other than the first Payment Date in respect of a Series, the period commencing on the first day following the Calculation Date related to the prior Payment Date and ending on the Calculation Date related to such Payment Date, (b) in the case of the first Payment Date in respect of the Initial Notes, the period commencing on the Initial Closing Date and ending on the Calculation Date related to such Payment Date and (c) in the case of the first Payment Date in respect of each Series of Refinancing Notes, the period commencing on the date such Series is issued and ending on the Calculation Date related to such Payment Date.
Collections” means without duplication (a) Rental Payments, Usage Fees and all other amounts received by any Issuer Group Member pursuant to any Lease or Related Collateral Document, (b) amounts transferred from any Cash Collateral Account to the Collections Account in accordance with the Trustee Resolution providing for the establishment of such Cash Collateral Account as contemplated by Section 3.01(o), (c) amounts received in respect of claims for damages or in respect of any breach of contract for nonpayment of any of the foregoing, (d) if a Rapid Amortization Event or an Event of Default has occurred and is continuing, amounts received by an Issuer Group Member in connection with any Asset Disposition or otherwise received under any Asset Agreement, including Net Sale Proceeds, Agreed Value Payments, Requisition Compensation and all Partial Loss Proceeds, less, in each case, any expenses payable by such Issuer Group Member to any Person that is not an Issuer Group Member in connection therewith, (e) amounts received by any Issuer Group Member from insurance with respect to any Asset, (f) any proceeds or other payments received under the Related Documents, including amounts transferred from a Lessee Funded Account, the Maintenance Reserve Account, the Asset Replacement Account and/or a Qualified Escrow Account into the Collections Account in accordance with Section 3.08, (g) amounts applied from or drawn under any Security Deposit or other assurance in respect of a Lessee’s obligations under a Lease (other than amounts withdrawn at the direction of the Certificate Holders pursuant to Section 3.01(e)(iii) and 3.08(d)), (h) net payments to the Issuer under any Currency Hedge Agreement maintained in accordance with the terms of this Indenture, (i) the proceeds of any Investments of the funds in the Accounts (except (i) to the extent that any such proceeds are required to be paid over to any Lessee under a Lease or (ii) the proceeds of any Investments of the funds in the Liquidity Facility Reserve Account, the Asset Replacement Account and a Qualified Escrow Account), (j) any amounts transferred from the Asset Purchase Account into the Collections Account in accordance with Section 3.04 or 3.05 hereof, (k) any amounts received by an Issuer Group Member under an Acquisition Agreement and (l) any other amounts received by any Issuer Group Member (including any amounts received from any other Issuer Group Member, whether by way of distribution, dividend, repayment of a loan or otherwise, and any proceeds received in connection with any Allowed Restructuring); provided that Collections shall not include (i) Segregated Funds transferred to a Lessee Funded Account, (ii) any amounts required pursuant to the terms hereof to be (only for so long as such amounts are so required to be) deposited and held in the Security Deposit Account, the Maintenance Reserve Account, the Asset Replacement Account, a Qualified Escrow Account and the Asset Disposition Contribution Account, (iii) amounts


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[**] = 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.

deposited in the Defeasance/Redemption Account or the Refinancing Account in connection with a Redemption (except any amounts transferred thereto from another Account which were not deposited in such Account solely in anticipation of transferring such amount to the Defeasance/Redemption Account or the Refinancing Account), (iv) amounts received in connection with a Refinancing, (v) except as provided above with respect to any amounts transferred therefrom to the Collections Account, amounts in any Cash Collateral Account and the Asset Purchase Account, (vi) amounts not payable to an Issuer Group Member or amounts otherwise not to be included as Collections pursuant to any Related Document, (vii) so long as no Rapid Amortization Event or Event of Default has occurred and is continuing, Net Sale Proceeds, (viii) the proceeds of any Cure Advances for the payment of Cure Amounts, (ix) payments under the Initial Liquidity Facility and (x) any amounts constituting Excluded Property, which the applicable Issuer Group Member shall promptly pay over to Willis Lease pursuant to the Excluded Property Purchase Agreement, in each case subject to the restrictions set forth in this Indenture.
Collections Account” has the meaning given to such term in Section 3.01.
Commission” means the U.S. Securities and Exchange Commission.
Concentration Limits” means the limits set forth in Exhibit B hereto, as such limits may be adjusted from time to time as provided in Section 5.02(t).
Concentration Violation” means a breach of the covenant set forth in Section 5.02(t) hereof if effect were given to any sale, transfer, lease or other disposition or any purchase or other acquisition pursuant to an Asset Agreement regardless of whether such sale, transfer, lease or other disposition or purchase or other acquisition is scheduled or expected to occur after the date on which such Asset Agreement becomes binding on the Issuer or any Issuer Subsidiary.
Consent Fee” means any fee paid to the Holders of any Series of Notes in connection with their review and/or approval of proposed amendments of this Indenture or any other matter requiring their consent, whether by a Required Majority of such Series or by all Holders of such Series, as such fee may be approved in accordance with Section 5.02(d), provided that the aggregate amount of such fee paid in connection with any such review and/or approval shall not exceed an amount equal to the product of (a) the Outstanding Principal Balance of such Series of Notes as of the date such fee is to be paid and (b) 0.001.
Controlling Party” means, at any time of determination, the Senior Trustee; provided, however, that at any time from and including the date that is no earlier than 30 months from the earlier to occur of (a) the date on which the entire amount available under the Initial Liquidity Facility shall have been drawn (except as a result of (i) a Downgrade Drawing or (ii) a Non-Extension Drawing, in each case not applied to pay any Required Expenses Shortfalls, Senior Hedge Payment Shortfalls, Series A Interest Shortfalls or Series B Interest Shortfalls) and remain unreimbursed and (b) the date on which the Notes shall have been Accelerated, the Initial Liquidity Facility Provider shall have the right to elect, by at least 15 Business Days’ prior Written Notice to the Trustee, to become the Controlling Party (in place of the Senior Trustee) thereafter but only for so long as any Credit Facility Obligations due to the Initial Liquidity Facility Provider remain unpaid. At any time after such 30-month period, if the Initial Liquidity Facility Provider does not elect to be the


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[**] = 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.

Controlling Party or if no Credit Facility Obligations remain outstanding (and the Senior Trustee receives a written notice from the Administrative Agent stating that no Credit Facility Obligations remain outstanding), then the Senior Trustee shall continue to be the Controlling Party.
Controlling Trustee” means each of the trustees of the Issuer designated as such in accordance with the terms of the Trust Agreement.
Core Lease Provisions” means the requirements for Leases set forth in Exhibit G.
Corporate Trust Office” means, with respect to the Trustee for a Series of Notes, the office of such Trustee at which at any particular time its corporate trust business shall be administered. The initial Corporate Trust Office is (a) for Note transfer purposes and for purposes of presentment and surrender of any Notes for final payment thereon, DB Services Americas, Inc., MS JCK01-0218, 5022 Gate Parkway, Suite 200, Jacksonville, Florida 32256, Attention: Shareholder Services, and (b) for all other purposes, the address of the Trustee set forth in Section 12.05.
Costs” means liabilities, obligations, damages, judgments, settlements, penalties, claims, actions, suits, costs, expenses and disbursements (including, without limitation, reasonable fees and disbursements of legal counsel and costs of investigation).
Covenant Defeasance” has the meaning given to such term in Section 11.01(b).
Credit Facility Advance Obligations” means all Credit Facility Obligations other than (a) Credit Facility Expenses and (b) Indemnification Amounts.
Credit Facility Expenses” means all Credit Facility Obligations other than (a) the principal amounts under, or the principal amount of any drawings under, any Eligible Credit Facility, (b) interest accrued on Credit Facility Obligations and (c) Indemnification Amounts.
Credit Facility Obligations” means all principal, interest, fees, expenses, indemnities, costs and other amounts owing to or incurred by the providers of Eligible Credit Facilities.
Cure Advances” means advances by any Certificate Holder, other than Additional Advances, the proceeds of which are to be used to fund the payment of Cure Amounts.
Cure Amounts” has the meaning given to such term in Section 3.12.
Cure Period” has the meaning given to such term in Section 4.02(a).
Currency Hedge Agreements” means an ISDA currency swap, option, and any other similar hedging arrangement (including the current or forward purchase and sale of non-Dollar currency) between the Issuer and the Eligible Hedge Counterparty named therein, including any schedules and confirmations prepared and delivered in connection therewith, approved by the Controlling Trustees and in form and substance meeting such requirements as the Rating Agencies may publish from time to time that are applicable to the Issuer, and with respect to which prior notice has been given to the Rating Agencies, pursuant to which (i) the Issuer will receive payments


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[**] = 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.

from, or make payments to, the Eligible Hedge Counterparty as provided therein and (ii) recourse by the Eligible Hedge Counterparty to the Issuer is limited to distributions in accordance with the priority of payments set forth in Section 3.09.
Custodian Agreement” has the meaning given to such term in the Security Trust Agreement.
Default” means a condition, event or act that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.
Default Notice” means a notice given pursuant to Section 4.02, declaring all outstanding principal of and accrued and unpaid interest on the Notes to be immediately due and payable.
Defeasance/Redemption Account” has the meaning given to such term in Section 3.01.
Definitive Notes” has the meaning given to such term in Section 2.07(a).
Delivery Date” means, with respect to an Initial Asset or Replacement Asset, the date on which the Issuer acquires direct or indirect ownership of such Initial Asset or Replacement Asset or an Asset Trust owning such Initial Asset or Replacement Asset.
Delivery Expiry Date” means, with respect to the Remaining Initial Assets, the 270th day after the Initial Closing Date.
Depositary” means DTC, in its capacity as depositary, including its successors in interest and permitted assigns.
Designated Payment Date” means, for any Part-Out Asset, the Payment Date related to the Collection Period in which such Part-Out Asset was first subjected to a Part-Out Agreement.
Designated Percentage” means, for any Asset on any date, (a) the Adjusted Base Value of such Asset divided by (b) the Adjusted Portfolio Value, in each case as of such date.
Designated Shortfall” means, with respect to any Payment Date, any Required Expenses Shortfall, Senior Hedge Payment Shortfall, Series A Interest Shortfall, Series B Interest Shortfall or any shortfall, after giving effect to the application of Available Collections (taking into account all transfers to the Collections Account to be made pursuant to Section 3.08) in accordance with the payment priorities set forth in Section 3.09(a), in amounts available under Section 3.09(a) to make payments in respect of the Scheduled Principal Payment Amount for the Series A Notes or Series B Notes as of such Payment Date.
Direction” has the meaning given to such term in Section 1.04(c).
Discretionary Asset Modification” means a modification or improvement of an Asset made after the Delivery Date for such Asset, the cost of which is capitalized in accordance with GAAP and which is not a Mandatory Asset Modification.


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[**] = 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.

Disposition Date” means (a) with respect to any Part-Out Asset, the Part-Out Sale Completion Date and (b) with respect to any Asset Disposition, the date on which the Asset Disposition occurs; provided that if the Net Sale Proceeds of such Asset Disposition shall have been deposited in the Asset Replacement Account or a Qualified Escrow Account as permitted hereunder, no Disposition Date shall occur for such Asset (i) for so long as such proceeds remain on deposit in the Asset Replacement Account or Qualified Escrow Account in accordance with the terms hereof or (ii) if a Replacement Asset is acquired using all or a portion of such Net Sale Proceeds.
Disposition Fee” has the meaning given to such term in the Servicing Agreement.
Disposition Paydown Amount” means, for any Series and with respect to any Subject Disposition, the greater of (a) zero and (b) (i) 105% of the Allocable Series Amount for the Subject Asset and such Series on the related Calculation Date minus (ii) the sum of all Excess Proceeds Applied Amounts for such Asset and such Series from the Initial Closing Date to and including the immediately preceding Payment Date.
Disposition Premium” means (a) zero (i) with respect to any Asset Disposition that results from a Total Loss at any time, (ii) with respect to any Asset Disposition that occurs during the continuation of an Event of Default, (iii) in connection with an Acquisition Balance Redemption, (iv) with respect to any Asset Disposition that occurs on or after the fourth anniversary of the Initial Closing Date and (v) with respect to any Asset Disposition if the Premium Threshold Amount has not been exceeded after giving effect to the distribution of the Net Sale Proceeds relating to such Asset Disposition and (b) for any Asset Dispositions (other than an Asset Disposition described in clause (a)) occurring prior to the fourth anniversary of the Initial Closing Date after the applicable Premium Threshold Amount has been exceeded after giving effect to the distribution of the Net Sale Proceeds relating to such Asset Disposition, an amount equal to the Redemption Premium that would be payable with respect to the amount of principal being prepaid in connection with such Asset Disposition as if such prepayment were an Optional Redemption, in each case treating the Payment Date on which such Net Sale Proceeds are distributed as the Redemption Date and references to “Redemption Date” in the definitions of Redemption Premium and Redemption Price were references to such Payment Date; provided that in the case of clause (b), if only a portion of the amount of the Outstanding Principal Balance of the Initial Notes being repaid in connection with any such Asset Disposition exceeds the applicable Premium Threshold Amount, then the Disposition Premium will only apply to such portion that is in excess of such Premium Threshold Amount.
Disposition Test Date” means (a) for an Asset (other than a Part-Out Asset), the Disposition Date for such Asset and (b) for a Part-Out Asset, the date such Part-Out Asset is subjected to a Part-Out Agreement.
Dollars” or “$” means the lawful currency of the United States of America.
Downgrade Date” means the date on which a Downgrade Event occurs.
Downgrade Drawing” has the meaning given to such term in Section 3.14(c).


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[**] = 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.

Downgrade Event” has the meaning given to such term in the Initial Liquidity Facility.
Downgrade Period” has the meaning given to such term in the Initial Liquidity Facility.
Downgraded Facility” has the meaning given to such term in the Initial Liquidity Facility.
DSCR” means, as of any Calculation Date, the ratio of (a) the amount of DSCR Available Cash to (b) the sum of (i) the DSCR Aggregate Interest Amount and (ii) the DSCR Scheduled Principal Amount, in each case as of such Calculation Date.
DSCR Aggregate Interest Amount” means, as of any Calculation Date, the sum of (a) the Interest Amount on the Series A Notes and the Series B Notes for the related Payment Date plus (b) (without duplication) the aggregate Interest Amount on the Series A Notes and the Series B Notes for the previous five Payment Dates; provided that, if an Asset Disposition has occurred with respect to any Asset during such six-month period, the Interest Amount attributable to such Asset as of each such Payment Date shall be disregarded for the purposes of the calculation of Interest Amount for such period.
DSCR Amortization Event” means, on any Payment Date occurring on or after the sixth Payment Date after the Initial Closing Date, a DSCR of less than 1.10 for such Payment Date or either of the two immediately prior Payment Dates (to the extent such prior Payment Dates occurred on or after the sixth Payment Date after the Initial Closing Date).
DSCR Available Cash” means, as of any Calculation Date, an amount equal to the amount, if positive, equal to (a) the sum of, without duplication, (x) the aggregate Rental Payments, Usage Fees and End of Lease Payments actually received by an Issuer Group Member, (y) the aggregate amount of Rental Payments and Usage Fees transferred from the Asset Purchase Account to the Collections Account pursuant to the terms of this Indenture and (z) the sum of (i) the aggregate amounts transferred from the Available Security Deposit Amount in the Security Deposit Account to the Expense Account or to the applicable Series Account or to the Liquidity Facility Reserve Account or paid to the Initial Liquidity Facility Provider, as applicable, and (ii) the aggregate Excess Proceeds Applied Amount for the Initial Notes, in each case, on any of the previous five Payment Dates or on such related Payment Date, in the case of clauses (a)(x), (y) and (z) during the six-month period ending on such Calculation Date minus (b) the sum of (x) the sum of the aggregate Senior Rent Based Fees actually paid by each Issuer Group Member and (y) the aggregate Unfunded Maintenance Reimbursement Amount, in the case of clauses (b)(x) and (y), during the six-month period ending on such Calculation Date; provided that, if an Asset Disposition has occurred with respect to any Asset during such six-month period, the amounts described in clauses (a) and (b) of this definition attributable to such Asset as of each such Payment Date shall be disregarded for the purposes of the calculation of DSCR Available Cash for such period.
DSCR Cash Trap Account” has the meaning given to such term in Section 3.01.
DSCR Cash Trap Event” means, on any Calculation Date related to a Payment Date occurring on or after the sixth Payment Date after the Initial Closing Date, a DSCR of less than 1.15 for such Calculation Date or either of the two immediately prior Calculation Dates (to the


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[**] = 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.

extent such prior Calculation Dates occurred on or after the sixth Payment Date after the Initial Closing Date).
DSCR Scheduled Principal Amount” means, for any Calculation Date and the related Payment Date, the greater of (i) zero and (ii) the sum of (a) the Scheduled Principal Payment Amount on the Series A Notes and the Series B Notes for such Payment Date plus (b) (without duplication) the aggregate Scheduled Principal Payment Amount on the Series A Notes and the Series B Notes for the previous five Payment Dates (in each case calculated as if the definition of Additional Prepayment Amount did not include clauses (c) and (d) thereof) minus (c) all Rapid Amortization Amounts applied on any of the Payment Dates referred to in clause (a) or (b); provided that, if an Asset Disposition has occurred with respect to any Asset, or any Asset has become a Part-Out Asset, during such six-month period, the Scheduled Principal Payment Amount attributable to such Asset as of each such Payment Date shall be disregarded for the purposes of the calculation of DSCR Scheduled Principal Amount for such period.
DTC” means The Depository Trust Company, its nominee and its respective successors, as the registered holder of the Global Notes.
Early Collections Period Lease Payment” has the meaning given to such term in Section 3.01(b)(ii).
EASA” means the European Aviation Safety Agency.
EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.
EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Eligibility Requirements” has the meaning given to such term in Section 2.03(b).
Eligible Account” means (a) a segregated non-interest bearing trust account maintained on the books and records of an Eligible Institution for the benefit of the Security Trustee on behalf of the Secured Parties as a Securities Account under, and as defined in, the Security Trust Agreement; provided that no Cash Collateral Account may be maintained with an Eligible Provider at any time at which the Issuer holds any participation in the Eligible Credit Facility unless a Rating Agency Confirmation shall have been received prior to such time to the effect that such maintenance of the Cash Collateral Account with such Eligible Provider will not result in a withdrawal or downgrading


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[**] = 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.

of the ratings of the Notes, and (b) an account maintained on the books and records of an Eligible Institution in the name of an Issuer Group Member as a Lessor Account in compliance with the terms of the Security Trust Agreement; provided that, if the Servicer determines that a Lessor Account needs to be maintained with a bank or financial institution that is not an Eligible Institution, including a foreign bank not licensed under the laws applicable to Eligible Institutions, such Lessor Account may be established with such bank or financial institution and such account may be an Eligible Account, subject to such bank or financial institution entering into an appropriate “lock-box account” or similar agreement with the Security Trustee pursuant to which all amounts deposited in such Lessor Account are pledged to the Security Trustee and are remitted in accordance with Section 3.01(l).
Eligible Credit Facility” means (a) the Initial Liquidity Facility provided by the Initial Liquidity Facility Provider, (b) any credit agreement, letter of credit, guarantee, financial guarantee insurance policy, credit or liquidity enhancement facility, term loan facility or other credit facility provided by, or supported by, an Eligible Provider in favor of any Issuer Group Member and subjected to the lien of the Security Trust Agreement and designated by the Controlling Trustees as an Eligible Credit Facility and (c) any Eligible Account established for the purpose of providing like credit or liquidity support and designated by the Controlling Trustees as an Eligible Credit Facility.
Eligible Hedge Counterparty” means either of the following: (a) at the time of execution and delivery of the related Currency Hedge Agreement, any bank or other financial institution (or any party providing credit support on such Person’s behalf) that has a published long-term issuer credit or senior unsecured debt rating of A or better (or, if there are not then any Series A Notes Outstanding, of BBB or better) by Standard & Poor’s or Fitch, or is otherwise covered by a Rating Agency Confirmation or (b), at the time of any transfer of a Currency Hedge Agreement, any bank or other financial institution (or any party providing credit support on such Person’s behalf) that satisfies the criteria in clause (a).
Eligible Institution” means Deutsche Bank Trust Company Americas, in its capacity as the Operating Bank and as Trustee in respect of any Eligible Account, or any other bank organized under the laws of the United States of America or any state thereof or the District of Columbia (or any branch of a foreign bank licensed under any such laws), in each case so long as it (i) has either (A) a long-term unsecured debt rating of BBB or better by Fitch or Standard & Poor’s or (B) a short-term unsecured debt rating of A-2 or better by Standard & Poor’s or F-2 or better by Fitch and (ii) can act as a securities intermediary under the New York Uniform Commercial Code, including a Person providing an Eligible Credit Facility so long as such Person shall otherwise so qualify and shall have waived all rights of set-off and counterclaim with respect to the account to be maintained as an Eligible Account.
Eligible Provider” means a Person (other than any Issuer Group Member or any Affiliate thereof) having at least the Threshold Rating, or whose obligations under the Initial Liquidity Facility or any other Eligible Credit Facility are guaranteed by an Affiliate of such Person having at least the Threshold Rating, or is otherwise designated as an Eligible Provider by the Controlling Trustees subject to receipt of a Rating Agency Confirmation.


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[**] = 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.

Encumbrance” means any mortgage, pledge, lien, encumbrance, charge or security interest, including, without limitation, any conditional sale, any sale without recourse against the sellers, or any agreement to give any security interest over or with respect to any Issuer Group Member’s assets (excluding Lessee Funds that are Segregated Funds), including, without limitation, all Asset Interests and Stock and any Indebtedness of any Issuer Subsidiary held by the Issuer or any other Issuer Group Member.
End of Lease Payments” means all payments under a Lease that are paid by or on behalf of the Lessee to the Lessor (other than Rental Payments and Usage Fees) in connection with the return of the applicable Asset under the Lease or relating to the termination or expiration of such Lease, in each case, whether as expressly set forth in such Lease in connection with a return condition settlement or otherwise.
Engine” means each Initial Asset (or, if the context requires, related Asset Interests) and any Replacement Asset (or, if the context requires, related Asset Interests) that is an Aircraft Engine, in each case that are owned by any Issuer Group Member from time to time.
Engine Interest” means (a) the Stock in any Person that owns an Engine, including, without limitation, a trust that owns an Engine or (b) the Person that holds, directly or indirectly, the interest referred to in clause (a) above. The acquisition or disposition of all of the Engine Interest with respect to an Engine constitutes, respectively, the acquisition or disposition of that Engine.
EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear System.
Event of Default” has the meaning given to such term in Section 4.01.
Excess Indemnification Amounts” means any Indemnification Amounts that are excluded from payment as “Expenses” due to the limitation on the amount so payable set forth in the first proviso to the definition of “Expenses”.
Excess Proceeds” means any (a) End of Lease Payments, (b) proceeds or fees associated with the restructuring of a Lease or the termination of a Lease and the re-leasing of all or part of the same airframe or engine to the same Lessee, (c) to the extent that a Maintenance Ratio Trigger Event has occurred and is continuing, Maintenance Ratio Amounts and (d) other payments by a Lessee in lieu of maintenance, future Lease Payments or any other obligations under a Lease, other than amounts which are equal to amounts that are either used or reasonably expected to be used (as reasonably determined by the Servicer) to discharge the cost of performing any maintenance or repair of an Asset.
Excess Proceeds Applied Amounts” means, for any Asset and any Series on any Payment Date, the amount actually applied in respect of the Excess Proceeds Series Payment for such Asset and such Series on such Payment Date; provided that if for any Series on any Payment Date, the aggregate Excess Proceeds Applied Amounts are less than the aggregate Excess Proceeds Series


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[**] = 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.

Payments, then Excess Proceeds Series Payments will apply to the applicable Assets pro rata based on the Excess Proceeds Series Payments due for such Series for each such Asset.
Excess Proceeds Series Payment” means, for any Asset and any Series on any Payment Date, (a) any Excess Proceeds Series Payment for such Asset and such Series on the immediately preceding Payment Date (or, on the first Payment Date, zero) minus (b) any Excess Proceeds Applied Amount for such Asset and such Series on the immediately preceding Payment Date plus (c) (x) 105% multiplied by (y) the Pro Rata Percentage of such Series on the related Calculation Date multiplied by (z) any Excess Proceeds collected (or accrued in the case of Maintenance Ratio Amounts) for such Asset during the period commencing on the second Calculation Date preceding such Payment Date and ending on the first Calculation Date preceding such Payment Date.
Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
Excluded Agreements” means any lease, sale, consignment, escrow or other agreement in respect of (to the extent it relates to) an Excluded Asset or an Excluded Company (including, without limitation, each trust agreement establishing an Excluded Trust).
Excluded Asset” means each of the following engines (together with all associated parts and engine records):
ESN
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[**]
[**]
[**]
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[**]
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Excluded Company” means (a) Facility Engine Acquisition LLC and (b) each of the Excluded Trusts.


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[**] = 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.

Excluded Payment” means any amount (including any lease payment) received by any Issuer Group Member under or in respect of an Excluded Agreement or any other Excluded Property.
Excluded Property” means (a) any right, title, interest, credit or claim relating to any Excluded Asset, or of or relating to any Excluded Company, or arising under or otherwise relating to any Excluded Agreement, (b) any Excluded Payment or interest thereon (or right, title or interest therein) and (c) any proceeds relating to the foregoing (in each case other than any such amount, if any, that the Excluded Property Purchase Agreement expressly provides shall be paid to or retained by an Issuer Group Member).
Excluded Property Purchase Agreement” means the Excluded Property Purchase Agreement, dated as of the Initial Closing Date, among the Issuer and Willis Lease.
Excluded Trust” means each of the trusts under which the owner trustee holds title to an Excluded Asset.
Exempted Disposition” means any Asset Disposition (a) as part of a Replacement Exchange, (b) involving Assets replaced or to be replaced pursuant to a Lease or (c) where an Issuer Group Member retains the beneficial or economic ownership of the disposed Asset.
Expected Final Payment Date” means with respect to (a) the Initial Notes, March 15, 2028 and (b) any Refinancing Notes, the Expected Final Payment Date, if any, established by or pursuant to a Trustee Resolution or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes; provided that each reference herein to the Expected Final Payment Date without specifying the Notes to which it relates (unless the context otherwise requires) shall mean the Expected Final Payment Date for the Initial Notes so long as any Initial Notes are Outstanding.
Expense Account” has the meaning given to such term in Section 3.01.
Expenses” means, collectively, any fees, costs or expenses Incurred or other amounts payable by an Issuer Group Member in the course of the business activities permitted under Section 5.02(f), including, without limitation, (i) (x) Trustee Fees, any fees payable to the Controlling Trustees, and any other Service Provider Fees (including the Senior Rent Based Fees and Disposition Fees, but excluding the Subordinated Rent Based Fees) and (y) expenses and Indemnification Amounts (including, without limitation, any and all claims, expenses, obligations, liabilities, losses, damages and penalties) of, or owing to, the Trustee, the Controlling Trustees, any officer of any Issuer Group Member, the Security Trustee, any Authorized Agent, any Seller and any other Service Provider; provided that such Indemnification Amounts distributed as “Expenses” (excluding any Indemnification Amount payable by any Issuer Group Member pursuant to any Lease document (or any lessee consent with respect to such Lease); provided that the Issuer Group shall have notified the Rating Agencies of such Lease (or such lessee consent)) shall not exceed $6,000,000 in the aggregate (and if Indemnification Amounts which will cause the $6,000,000 threshold to be exceeded are due and payable to more than one Person, then Indemnification Amounts which may be distributed as “Expenses” without causing the $6,000,000 threshold to be exceeded will be allocated to such Persons pro rata based upon the amount of Indemnification Amounts due and


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[**] = 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.

payable to each such Person) (provided that any amounts paid by the Issuer that at a later date are reimbursed by an insurer or other third party indemnitor shall be deemed not claimed against or paid by the Issuer for the purposes of such threshold); provided further that the foregoing limitation shall not apply following the occurrence and during the continuance of an Event of Default, the delivery of a Default Notice or during the continuance of an Acceleration Default (even if the applicable Indemnification Amount accrued or was claimed prior to the delivery of a Default Notice and the occurrence of an Acceleration Default), (ii) any premiums on the liability insurance required to be maintained for the benefit of the Controlling Trustees, (iii) all Taxes payable by the Issuer Group Members by reason of the business activities permitted under Section 5.02(f) and the other activities described in and permitted under the Related Documents, (iv) any Credit Facility Expenses (other than Subordinated Expenses), (v) Maintenance and Modification Expenses (but only to the extent not funded out of the Maintenance Reserve Account), (vi) any amounts payable to Lessees in accordance with the Leases (to the extent not otherwise provided for by Segregated Funds in a Lessee Funded Account), including without limitation, payments relating to maintenance reserves, security deposits and guaranties of obligations of any Issuer Group Member (without any duplication of any funds on deposit in any Lessee Funded Account) and (vii) any up-front payments payable by the Issuer in connection with any future hedge arrangements permitted under Section 5.02(f)(iv); provided, however, that, except as expressly provided herein, Expenses shall not include (i) any amount payable on the Notes or under any Currency Hedge Agreement, any Special Indemnity Payment, any Special Litigation Expenses or any Credit Facility Advance Obligations or (ii) to the extent there would otherwise be a deduction for an Expense of an amount already deducted in the determination of “Collections”, any expense referred to in clause (d) of the definition of “Collections”.
Expiry Date” has the meaning given to such term in the Initial Liquidity Facility.
Extension Request” has the meaning given to such term in the Initial Liquidity Facility.
FAA” means the United States Federal Aviation Administration or any governmental authority succeeding to the functions thereof.
Facility Drawing” has the meaning given to such term in Section 3.14(a).
FATCA” means Sections 1471 through 1474 of the Code as of the date of this Indenture (or any amended or successor versions of Sections 1471 through 1474 of the Code that are substantively comparable), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (including any foreign legislation, rules, regulations, guidance notes or similar guidance adopted pursuant to or implementing such agreements) entered into in connection with such Sections.
FATCA Responsible Officer” means the “responsible officer” (as such term is defined in Treasury Regulation §1.1471-1(b)(116)) of the Issuer as appointed by the Controlling Trustees.
Final Drawing” has the meaning given to such term in Section 3.14(i).


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[**] = 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.

Final Maturity Date” means with respect to (a) the Initial Notes, March 15, 2045, and (b) any Refinancing Notes, the date specified in the form of such Notes.
Fitch” means Fitch Ratings, Inc.
Funds Flow” has the meaning given to such term in Section 3.03(a).
Future Lease” means, with respect to each Asset, any lease agreement, conditional sale agreement, hire purchase agreement or other similar arrangement as may be in effect at any time after the Delivery Date with respect to such Asset between an Issuer Group Member (as lessor) and a Person not an Issuer Group Member (as lessee), in each case other than any Initial Lease or Additional Lease; provided that if, under any sub-leasing arrangement with respect to an Asset, the lessor thereof agrees to receive payments or collateral directly from, or is to make payments directly to, the sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant sub-lease shall constitute the “Future Lease”, and the sub-lessee shall constitute the related “Lessee” with respect to such Asset, but only to the extent of the provisions of such sub-lease agreement relevant to such payments and collateral and to the extent agreed by the relevant lessor.
GAAP” means generally accepted accounting principles in the United States of America.
Global Notes” means any Rule 144A Global Notes and Regulation S Global Notes.
Group 1 Assets” means each Engine that is a variant that is currently in production and that is not a Group 2 Asset.
Group 2 Assets” means each Engine that is (a) a GEnx, LEAP, GTF, Trent XWB, GE9x model Aircraft Engine or (b) a model of Aircraft Engine that is a future variant of the model of any Engine (or prior Engine).
Group 3 Assets” means each Airframe.
Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person or (ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” when used as a verb has a corresponding meaning.
Half-Life Base Value” means an Appraiser’s opinion of the value of an Asset in an open, unrestricted, stable market environment with a reasonable balance of supply and demand, and with full consideration of the Asset’s “highest and best use”, presuming an arm’s-length, cash transaction between willing, able and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for marketing.


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[**] = 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.

Hedge Payment” means Periodic Hedge Payments and Hedge Termination Payments.
Hedge Provider” means, in the singular, any one of, and in the plural, all of, the Eligible Hedge Counterparties and their successors and permitted assigns which have entered into a Currency Hedge Agreement.
Hedge Termination Payment” means any payment due under a Currency Hedge Agreement as a result of the termination of such Currency Hedge Agreement for whatever reason.
Hedge Termination Payment Account” has the meaning given to such term in Section 3.01.
Holder” means any Person in whose name a Note is registered from time to time.
Incur” has the meaning given to such term in Section 5.02(c).
Indebtedness” means, with respect to any Person at any date of determination (without duplication), (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto), (d) all the obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of purchasing such property or service or taking delivery and title thereto or the completion of such services, and payment deferrals arranged primarily as a method of raising finance or financing the acquisition of such property or service, (e) all obligations of such Person under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed) that is required to be classified and accounted for as a capital lease obligation under GAAP, (f) all Indebtedness of other Persons secured by a lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, and (g) all Indebtedness of other Persons guaranteed by such Person.
Indemnification Amounts” means any amounts payable by an Issuer Group Member to any Person pursuant to an indemnification covenant (including those set forth in any Related Document), including, without limitation, any and all such amounts payable thereunder in respect of claims, expenses, obligations, liabilities, losses, damages and penalties, but excluding any and all Special Indemnity Payments, Special Litigation Expenses and Service Provider Fees.
Indenture” has the meaning given to such term in the preamble hereof.
Independent Controlling Trustee” means (a) in respect of the Issuer, the Controlling Trustee designated as such in the Trust Agreement and (b) in respect of any other Issuer Group Member, a trustee, director or manager thereof (as applicable) that satisfies the requirements set forth in the Trust Agreement for an Independent Controlling Trustee of the Issuer.
Indirect Participant” means a Person who holds an interest through a Participant.


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[**] = 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.

Initial Appraised Value” means (a) in the case of each Initial Asset (other than a Substitute Asset), the average of the Maintenance Adjusted Base Values in respect of such Initial Asset rendered by each of the initial Appraisers as of the fourth quarter of 2019, in the case of Avitas, Inc., and December 2019, in the case of IBA Group Limited and Morten Beyer & Agnew, Inc., (b) in the case of any Substitute Asset, the average of the Maintenance Adjusted Base Values in respect of such Substitute Asset rendered by each of the initial Appraisers as of a date occurring during the period from October 1, 2019 to the date such Substitute Asset is acquired by the Issuer and (c) in the case of any Replacement Asset, the average of the Maintenance Adjusted Base Values in respect of such Replacement Asset rendered by three of the Appraisers as of a date not more than six months prior to the date of the acquisition of such Asset, provided, in each case, that the second proviso in the definition of “Adjusted Base Value” shall apply with respect to determining the Initial Appraised Value of any Airframe.

Initial Asset” means each of the Aircraft Engines and Airframe identified on Schedule 1 (including any related Parts) and any Substitute Assets that are substituted therefor, excluding (a) any such Aircraft Engine or Airframe (or related Asset Interest) sold or disposed of (directly or indirectly) by way of a completed Asset Disposition and (b) any such Aircraft Engine or Airframe (or related Asset Interest) for which a Substitute Asset is substituted pursuant to the Asset Purchase Agreement or which will otherwise not be acquired pursuant to the Asset Purchase Agreement.
Initial Closing Date” means March 3, 2020.
Initial Expenses” means Expenses related to the issuance of the Initial Notes and the acquisition of the Initial Assets on the Initial Closing Date, except that the foregoing shall not include any Expenses related to the acquisition of any Remaining Initial Assets incurred after the Initial Closing Date.
Initial Lease” means, with respect to each Initial Asset or Substitute Asset, each lease agreement, conditional sale agreement, hire purchase agreement or other similar arrangement with respect to such Initial Asset specified in Schedule 2 to the Asset Purchase Agreement (as updated in the First Disclosure Letter or a Supplemental Disclosure Letter as defined in the Asset Purchase Agreement) or, with respect to the Initial Assets not subject to the Asset Purchase Agreement, lease agreement, conditional sale agreement, hire purchase agreement or other similar arrangement with respect to such Initial Asset as in effect on the Initial Closing Date, as such agreement may be amended, modified, extended, supplemented, assigned or novated from time to time, provided that if, under any sub-leasing arrangement with respect to an Initial Asset, the lessor thereof agrees to receive payments or collateral directly from, or is to make payments directly to, the sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant sub-lease shall constitute the “Initial Lease”, and the sub-lessee shall constitute the related “Lessee” with respect to such Initial Asset, but only to the extent of the provisions of such sub-lease agreement relevant to such payments and collateral and to the extent agreed by the relevant lessor.
Initial Liquidity Facility” means the Revolving Credit Agreement dated as of the Initial Closing Date among the Initial Liquidity Facility Provider, the Issuer and the Administrative Agent, as amended from time to time in accordance with its terms and as replaced and so designated


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[**] = 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.

pursuant to Section 3.14(e)(iii), provided that, if the Initial Liquidity Facility is replaced by any Replacement Liquidity Facility, the term “Initial Liquidity Facility” shall be deemed to refer to such Replacement Liquidity Facility and any subsequent Replacement Liquidity Facility that replaces any prior Replacement Liquidity Facility.
Initial Liquidity Facility Provider” means BOA, and its successors and permitted assigns; provided that, if the Initial Liquidity Facility Provider is replaced by any Replacement Liquidity Facility Provider, the term “Initial Liquidity Facility Provider” shall be deemed to refer to such Replacement Liquidity Facility Provider and any subsequent Replacement Liquidity Facility Provider that replaces any prior Replacement Liquidity Facility Provider.
Initial Liquidity Payment Account” has the meaning given to such term in Section 3.01.
Initial Maintenance Reserve Amount” means $5,000,000.
Initial Notes” means the Initial Series A Notes, the Initial Series B Notes and the Initial Series C Notes.
Initial Purchasers” means BofA Securities, Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC.
Initial Security Deposit Amount” means $1,000,000.
Initial Series A Notes” means the Series A 2020-A Fixed Rate Notes in the initial Outstanding Principal Balance of $303,000,000, issued on the Initial Closing Date and designated “Series A Notes”.
Initial Series B Notes” means the Series B 2020-A Fixed Rate Notes in the initial Outstanding Principal Balance of $42,100,000, issued on the Initial Closing Date and designated “Series B Notes”.
Initial Series C Notes” means the Series C 2020-A Fixed Rate Notes in the initial Outstanding Principal Balance of $21,100,000, issued on the Initial Closing Date and designated “Series C Notes”.
Insured Value” means, with respect to any Asset other than a Part-Out Asset in any year, 105% of the Allocable Debt Balance for such Asset as of January 1 of that year.
Intercompany Loan” has the meaning given to such term in Section 5.02(c).
Interest Accrual Period” means, as to each Series of Notes, each of the following periods: (a) the period beginning on (and including) the Initial Closing Date, in the case of the Initial Notes, and the relevant issuance date, in the case of any Refinancing Notes, and ending on (but excluding) the first Payment Date thereafter and (b) each successive period beginning on (and including) the Payment Date immediately following the last day of the previous Interest Accrual Period and ending on (but excluding) the next succeeding Payment Date; provided that the final Interest Accrual Period with respect to any Notes shall end on but exclude the date such Notes are repaid in full; provided


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[**] = 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.

further that Account balances with respect to each Interest Accrual Period shall be determined by reference to the balances of funds on deposit in the Accounts as of the close of business on the Calculation Date immediately preceding the Payment Date at the end of such Interest Accrual Period.
Interest Amount” means, with respect to any Series of Notes, on any Payment Date, (a) the amount of interest (other than Step-Up Interest) accrued and unpaid to such Payment Date at the Stated Rate with respect to such Series for the Interest Accrual Period ending on such Payment Date plus (b) interest at the Stated Rate on any Interest Amount due but not paid on any prior Payment Date.
Investment” means any loan or advance to a Person, any purchase or other acquisition of any Stock or Indebtedness of such Person, any capital contribution to such Person or any other investment in such Person.
Investment Company Act” means the Investment Company Act of 1940, as amended.
Investment Earnings” means investment earnings on funds on deposit in any Account net of losses and investment expenses of the Operating Bank in making such investments.
Issuer” has the meaning set forth in the preamble hereof.
Issuer Beneficial Interest” means, with respect to the Issuer, a beneficial interest in the Issuer consisting of a specified percentage interest in the residual value of the Issuer, the right to the allocations and distributions in respect of such beneficial interest and all other rights of a holder of a beneficial interest in the Issuer as a statutory trust.
Issuer Group” means the Issuer and each Issuer Subsidiary.
Issuer Group Member” means the Issuer or an Issuer Subsidiary.
Issuer Subsidiaries” means, as of the Initial Closing Date, those Persons set forth on Schedule 2 to this Indenture and the Asset Trusts referenced on Schedule 4, together with any other direct or indirect Subsidiary (including any Asset Subsidiary and any Asset Trust) of the Issuer.
Junior Claim” means (a) with respect to Expenses, all other Obligations and (b) with respect to any other Obligations, all Obligations, in each case, as to which the payment of such other Obligations constitute a Prior Ranking Amount.
Junior Claimant” means the holder of a Junior Claim.
Junior Representative” means, as applicable, the trustee with respect to any Junior Claim consisting of the applicable Series of Notes and any other Person acting as the representative of one or more Junior Claimants.
KBRA” means Kroll Bond Rating Agency, Inc.


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[**] = 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.

Lease Payments” means all lease payments and other amounts payable by or on behalf of a Lessee under a Lease or (without duplication) a lessee under a head lease of an Asset, and all rights of any Issuer Group Member to receive moneys due and to become due under or pursuant to such Lease or (without duplication) head lease, including Rental Payments, Usage Fees, End of Lease Payments and Security Deposits.
Lease Security Assignment” has the meaning given to such term in the Security Trust Agreement.
Leases” means the Initial Leases, the Future Leases and the Additional Leases.
Legal Defeasance” has the meaning given to such term in Section 11.01(b).
Lessee” means each Person who is the lessee of an Asset from time to time leased from an Issuer Group Member pursuant to a Lease.
Lessee Funded Account” has the meaning given to such term in Section 3.01.
Lessee Funds” means, either or both as the context may require, of (a) any Security Deposits provided by a Lessee under a Lease and (b) any Usage Fees that a Lessee is obligated to pay under a Lease and that are Segregated Funds.
Lessee Reimbursement” means any amounts that a Lessor is obligated to pay to or for the benefit of a Lessee pursuant to the terms of the applicable Lease, including, without limitation, reimbursement for maintenance performed by such Lessee or maintenance contributions measured by reference to Usage Fees, costs of compliance with airworthiness directives and payments with respect to the maintenance condition of an Asset upon the expiration of the applicable Lease.
Lessor” means, with respect to any Lease, the Issuer Group Member that is the lessor or vendor under such Lease.
Lessor Account” has the meaning given to such term in Section 3.01(l).
Liquidity Facility Event of Default” has the meaning assigned to such term in the Initial Liquidity Facility.
Liquidity Facility Non-Consent Event” means the occurrence of (i) the payment of the Series A Notes and Series B Notes in full (other than any Refinancing Notes that are Series A Notes or Series B Notes so long as such Refinancing Notes are not covered by the Initial Liquidity Facility and the Initial Liquidity Facility has been terminated in connection with the relevant Refinancing), (ii) the termination of the Initial Liquidity Facility and (iii) the payment of all Credit Facility Obligations owed to the Initial Liquidity Facility Provider in full.
Liquidity Facility Reserve Account” has the meaning given to such term in Section 3.01.
Maintenance Adjusted Base Value” means the Half-Life Base Value of an Asset, adjusted to account for the maintenance status of such Asset (with such assumptions as to use since the last


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[**] = 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.

reported status as may be reasonably stated in the appraisal setting forth such Maintenance Adjusted Base Value).
Maintenance and Modification Expenses” means (a) the cost of performing any maintenance or repair of an Asset and of performing a Mandatory Asset Modification (but excluding the cost of performing Discretionary Asset Modifications) and (b) the cost of Lessee Reimbursements.
Maintenance Annual Estimate” means an estimate prepared by the Servicer each year as to the projected maintenance costs of the Assets over the 21-month period beginning on each anniversary of the Initial Closing Date.
Maintenance Minimum Amount” means (a) the lesser of (i) $5,000,000 and (ii) the Outstanding Principal Balance of the Notes as of the applicable Payment Date prior to giving effect to the application of amounts pursuant to Section 3.09 multiplied by (b) the amount equal to (i) one minus (ii) the sum of the Maintenance Reduction Factors for (A) each Initial Asset that was not acquired or will not be acquired, and for which no Substitute Asset was or will be acquired, under the Asset Purchase Agreement, (B) each Initial Asset for which a Disposition Date shall have occurred that was not subject to a Replacement Exchange relating to such Asset Disposition (or otherwise replaced by a Replacement Asset) and (C) each Initial Asset that was replaced by a Substitute Asset or Replacement Asset, and a Disposition Date shall have occurred for such Substitute Asset (or Replacement Asset therefor) and such Substitute Asset or Replacement Asset was not subject to a Replacement Exchange relating to such Asset Disposition (or otherwise replaced by a Replacement Asset).
Maintenance Ratio Amount” means, for any Asset on any date, the product of (a) the Designated Percentage of such Asset and (b) the Aggregate Maintenance Ratio Amount.
Maintenance Ratio Trigger Event” means (a) as of any Payment Date, that (i) the aggregate Outstanding Principal Balance of the Series A Notes and the Series B Notes on such Payment Date after giving effect to all principal payments made on such Payment Date divided by (ii) (x) the Adjusted Portfolio Value as of the related Calculation Date plus (y) the balance in the Maintenance Reserve Account on such Payment Date after giving effect to the transfers and deposits on such Payment Date, expressed as a percentage, exceeds 85.0% and (b) as of any other date, that a Maintenance Ratio Trigger Event (determined as provided in clause (a)) occurred as of the most recent Payment Date.
Maintenance Reduction Factor” means, with respect to each Initial Asset, the number opposite such Initial Asset as set forth on Schedule 6.
Maintenance Required Amount” means, with respect to any Payment Date (such Payment Date, for purposes of this definition, the “Relevant Payment Date”), an amount equal to the greater of (a) the Maintenance Minimum Amount and (b) an aggregate amount equal to the sum of (1) 100% of the projected maintenance costs of each Asset (with respect to any Asset subject to a Lease, which are payable by the applicable Lessor rather than the Lessee) (“Projected Maintenance Costs”) from such Relevant Payment Date to but excluding the first Payment Date succeeding the


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[**] = 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 Payment Date, (2) 80% of the Projected Maintenance Costs from the first Payment Date succeeding the Relevant Payment Date to but excluding the second Payment Date succeeding the Relevant Payment Date, (3) 70% of the Projected Maintenance Costs from the second Payment Date succeeding the Relevant Payment Date to but excluding the third Payment Date succeeding the Relevant Payment Date, (4) 60% of the Projected Maintenance Costs from the third Payment Date succeeding the Relevant Payment Date to but excluding the fourth Payment Date succeeding the Relevant Payment Date, (5) 60% of the Projected Maintenance Costs from the fourth Payment Date succeeding the Relevant Payment Date to but excluding the fifth Payment Date succeeding the Relevant Payment Date, (6) 50% of the Projected Maintenance Costs from the fifth Payment Date succeeding the Relevant Payment Date to but excluding the sixth Payment Date succeeding the Relevant Payment Date, (7) 40% of the Projected Maintenance Costs from the sixth Payment Date succeeding the Relevant Payment Date to but excluding the seventh Payment Date succeeding the Relevant Payment Date, (8) 40% of the Projected Maintenance Costs from the seventh Payment Date succeeding the Relevant Payment Date to but excluding the eighth Payment Date succeeding the Relevant Payment Date, (9) 30% of the Projected Maintenance Costs from the eighth Payment Date succeeding the Relevant Payment Date to but excluding the ninth Payment Date succeeding the Relevant Payment Date, (10) 20% of the Projected Maintenance Costs from the ninth Payment Date succeeding the Relevant Payment Date to but excluding the tenth Payment Date succeeding the Relevant Payment Date, (11) 20% of the Projected Maintenance Costs from the tenth Payment Date succeeding the Relevant Payment Date to but excluding the eleventh Payment Date succeeding the Relevant Payment Date and (12) 10% of the Projected Maintenance Costs from the eleventh Payment Date succeeding the Relevant Payment Date to but excluding the twelfth Payment Date succeeding the Relevant Payment Date. The Projected Maintenance Costs shall be determined on the basis of the most recent Maintenance Annual Estimate delivered by the Issuer pursuant to Section 5.03(g), as well as information (including information provided by the Servicer) relating to any change in the actual timing of such Projected Maintenance Costs from the timing projected by such Maintenance Annual Estimate.
Maintenance Reserve Account” has the meaning given to such term in Section 3.01.
Mandatory Asset Modification” means a modification or improvement of an Asset made after the Delivery Date for such Asset, the cost of which is capitalized in accordance with GAAP, required pursuant to the terms of the related Lease or the terms of Applicable Law or which, in the reasonable determination of the Servicer, is commercially necessary in order to place such Asset in the minimum condition required to lease or re-lease such Asset.
Maximum Facility Commitment” has the meaning assigned to such term in the Initial Liquidity Facility.
Merger Transaction” has the meaning given to such term in Section 5.02(g).
Modification Payment” has the meaning given to such term in Section 5.02(r).
Monthly Report” has the meaning given to such term in Section 2.14(a).


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[**] = 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.

Net Cash Proceeds” means an amount equal to the gross proceeds of the sale of the Initial Notes reduced by (a) the amount of the Initial Expenses, (b) the initial Required Expense Amount, (c) the Initial Maintenance Reserve Amount and (d) the Initial Security Deposit Amount.
Net Sale Proceeds” means, with respect to any Asset Disposition, the aggregate amount of cash (including proceeds of casualty insurance) received or to be received from time to time (whether as initial or deferred consideration) by or on behalf of the seller in connection with such transaction, including Purchase Option payments, after deducting therefrom (without duplication) (a) (i) reasonable and customary brokerage commissions and other similar fees and commissions (including the Disposition Fee received by the Servicer under the Servicing Agreement), (ii) the amount of taxes payable in connection with or as a result of such transaction, (iii) the cost of any modifications to the Asset made in connection with its sale or other disposition, in each case to the extent, but only to the extent, that amounts described in this clause (a) and so deducted are, at the time of receipt of such cash, actually paid to a Person that is not an Affiliate of the seller and are properly attributable to such transaction or to the Asset that is the subject thereof, (b) the aggregate amount of Additional Advances (if any) made by a Certificate Holder for purposes of increasing the Net Sale Proceeds in respect of such Asset Disposition, (c) the aggregate amount (if any) transferred from the Asset Disposition Contribution Account to the Collections Account, the Asset Replacement Account and/or a Qualified Escrow Account, as applicable, in respect of the relevant Asset Disposition and (d) the amount (if any) of any Excess Proceeds received with respect to the Asset that is the subject of such Asset Disposition during the period in which other Net Sale Proceeds are received in respect of such Asset.
Non-Extension Drawing” has the meaning given to such term in Section 3.14(d).
Non-Extension Notice” has the meaning given to such term in Section 3.14(d).
Non-Significant Subsidiary” means an Issuer Subsidiary with respect to which an order or decree described in Section 4.01(e) has been entered or an event described in Section 4.01(f) has occurred if, as of the date of the entry of such order or decree or of such event, as the case may be, such Issuer Subsidiary, together with all of the Issuer Subsidiaries that have been and continue to be subject to such an order or decree or event, as the case may be, since the Initial Closing Date, own or lease Assets having an aggregate Adjusted Base Value of less than 10% of the then Adjusted Portfolio Value as of such applicable date of such order or decree or event.
Note Purchase Agreement” means the Purchase Agreement dated February 18, 2020 among the Issuer, Willis Lease and the Initial Purchasers.
Notes” means the Initial Notes, all Refinancing Notes, if any, and all notes, if any, issued in replacement or substitution of any such Notes.
Notices” has the meaning given to such term in Section 12.05.
Notional Outstanding Principal Balance” means, as of any date, with respect to any Series of Notes, as applicable, the Outstanding Principal Balance of such Series plus the Additional Prepayment Amount for such Series, in each case as of such date.


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[**] = 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.

Obligations” means the Secured Obligations and the payments made to the Issuer or any other party pursuant to Section 3.09.
Officer’s Certificate” means a certificate signed by, with respect to the Issuer, any Signatory Trustee and, with respect to any other Person, any authorized officer, director, trustee or equivalent representative of such Person.
Operating Bank” means the Person acting, at the time of determination, as the Operating Bank under this Indenture and the Security Trust Agreement. The initial Operating Bank is Deutsche Bank Trust Company Americas.
Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Issuer, that meets the requirements of Section 1.03.
Optional Redemption” has the meaning given to such term in Section 3.11(a).
Outstanding” means (a) with respect to any Series of Notes at any time, all Notes of such Series have been, at such time, authenticated and delivered by the Trustee except (i) any such Notes cancelled by, or delivered for cancellation to, the Trustee; (ii) any such Notes, or portions thereof, the payment of principal of and accrued and unpaid interest on which moneys have been deposited in the applicable Series Account or distributed to Holders by the Trustee and any such Notes, or portions thereof, the payment or redemption of which moneys in the necessary amount have been deposited in the Defeasance/Redemption Account; provided that if such Notes are to be redeemed prior to the maturity thereof in accordance with the requirements of Section 3.11(a) or 3.11(b), notice of such redemption shall have been given as provided in Section 3.11(c), or provision satisfactory to the Trustee shall have been made for giving such notice; and (iii) any such Notes in exchange or substitution for which other Notes have been authenticated and delivered, or which have been paid pursuant to the terms of this Indenture (unless proof satisfactory to the Trustee is presented that any of such Note is held by a Person in whose hands such Note is a legal, valid and binding obligation of the Issuer); and (b) when used with respect to any evidence of indebtedness other than any Notes means, at any time, any principal amount thereof then unpaid and outstanding (whether or not due or payable).
Outstanding Disposition Premium” means, in respect of any Payment Date and any Series of Notes, the excess (if any) of (i) the aggregate amount of Disposition Premium for such Series of Notes for each Asset Disposition that occurred prior to the Calculation Date related to such Payment Date over (ii) the aggregate amount of Disposition Premium actually paid pursuant to Section 3.09 prior to such Payment Date.
Outstanding Principal Balance” means, with respect to any Notes or Series of Notes that are Outstanding, the aggregate principal amount evidenced by such Notes or Series of Notes that is then unpaid and outstanding.
Owner Trustee” means Wilmington Trust Company, as Owner Trustee of the Issuer, and its successors in such capacity.


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[**] = 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.

Part” means any and all parts, avionics, attachments, accessions, appurtenances, furnishings, components, appliances, accessories, instruments and other equipment (other than any Aircraft Engine) installed in, or attached to (or constituting a spare for any such item installed in or attached to) any Asset.
Partial Loss” means, with respect to any Asset, any event or occurrence of loss, damage, destruction or the like which is not a Total Loss.
Partial Loss Proceeds” means, with respect to any Asset, the total proceeds of the insurance or reinsurance (other than in respect of liability insurance) paid in respect of any Partial Loss to any Issuer Group Member.
Participant” means, with respect to DTC, Euroclear or Clearstream, a Person who has an account with DTC, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).
Part-Out Agreement” means any agreement for part-out, consignment agreement or similar agreement for the part-out of an Asset (and related Parts).
Part-Out Asset” means an Asset subjected to a Part-Out Agreement.
Part-Out Sale” means, with respect to any Asset, the sale, transfer or other disposition of, as applicable, any Part on such Asset pursuant to a Part-Out Agreement.
Part-Out Sale Completion Date” means, with respect to any Part-Out Asset, the earlier of (i) the date (as determined in good faith by the Servicer) on which the relevant Issuer Group Member has received substantially all of the Net Sale Proceeds from all Part-Out Sales that the Servicer expects in good faith to receive from the part-out of such Part-Out Asset and (ii) the date falling 24 months from the date on which such Part-Out Asset is subjected to the relevant Part-Out Agreement.
Paying Agent” has the meaning given to such term in Section 2.03(a).
Payment Date” means the 15th day of each month, provided that if any Payment Date would otherwise fall on a day that is not a Business Day, such Payment Date will be the first following day that is a Business Day, commencing on April 15, 2020.
Periodic Hedge Payment” means any payment under a Currency Hedge Agreement other than a Hedge Termination Payment.
Permitted Account Investments” means
(a) in each case, book-entry securities, negotiable instruments or securities in registered form that evidence:


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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.

(i)
direct obligations of, and obligations fully Guaranteed as to timely payment by, the United States of America (having original maturities of no more than 365 days, or such lesser time as is required for the distribution of funds);
(ii)
demand deposits, time deposits or certificates of deposit of the Operating Bank or of depositary institutions or trust companies organized under the laws of the United States of America or any state thereof, or the District of Columbia (or any United States branch of a foreign bank) having original maturities of no more than 365 days, or such lesser time as is required for the distribution of funds; provided that at the time of Investment or contractual commitment to invest therein, the short-term debt rating of such depositary institution or trust company shall be at least A-1 by Standard & Poor’s and F-1 by Fitch;
(iii)
Investments in money market funds (including funds in respect of which the Trustee or any of its Affiliates is investment manager or advisor) having a rating of at least AAAm by Standard & Poor’s and Fitch; or
(iv)
notes or bankers’ acceptances (having original maturities of no more than 365 days, or such lesser time as is required for the distribution of funds) issued by any depositary institution or trust company referred to in (ii) above; or
289(b)    any other Investments (having original maturities of no more than 365 days, or such lesser time as is required for the distribution of funds pursuant to this Indenture) approved by the Controlling Party and in respect of which notice is given to the Rating Agencies;
provided, however, that no Investment shall be made in any obligations of any depositary institution or trust company which has a contractual right to set off and apply any deposits held, and other indebtedness owing, by any Issuer Group Member to or for the credit or the account of such depositary institution or trust company; provided further that if, at any time, the rating of any of the foregoing investments falls below “BBB” by Standard & Poor’s or Fitch, such downgraded investment will no longer constitute a “Permitted Account Investment”.
Permitted Asset Acquisition” has the meaning given to such term in Section 5.02(q).
Permitted Asset Disposition” has the meaning given to such term in Section 5.02(p).
Permitted Encumbrance” means (i) any Encumbrance for taxes, assessments and governmental charges or levies not yet due and payable or which are being contested in good faith by appropriate proceedings, provided that the proceedings relating to such Encumbrance or the continued existence of such Encumbrance do not give rise to any reasonable likelihood of the sale, forfeiture or other loss of the affected asset; (ii) in respect of any Asset, any Encumbrance of a repairer, carrier or hangar keeper arising in the ordinary course of business by operation of law or similar Encumbrance, provided that the proceedings relating to such Encumbrance or the continued existence of such Encumbrance do not give rise to any reasonable likelihood of the sale, forfeiture or other loss of the affected asset; (iii) any Encumbrances on any Assets permitted under any Lease thereof (other than Encumbrances created by the relevant lessor); (iv) any Encumbrances created


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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.

by or through or arising from debt or liabilities or any act or omission of any Lessee in each case either in contravention of the relevant Lease (whether or not such Lease has been terminated) or without the consent of the relevant lessor (provided that if such lessor becomes aware of any such Encumbrance, it shall use commercially reasonable efforts to have any such Encumbrance lifted, removed and otherwise discharged); (v) any Encumbrance created in favor of the Issuer or any Issuer Subsidiary or the Security Trustee, including any Encumbrance created or required to be created under the Security Trust Agreement or any other Security Document; (vi) any Encumbrance arising under any agreements the terms of which contemplate that custody of Lessee Funds held for Lessees with respect to Replacement Assets is held by a third-party; (vii) any Lease in respect of any Asset and the rights of the Lessee under such Lease; (viii) any Encumbrance in respect of the deposit of any Net Sale Proceeds in any Qualified Escrow Account with a Qualified Intermediary as part of a Replacement Exchange; and (ix) any Encumbrance arising under the Initial Liquidity Facility.
Permitted Holder” has the meaning given to such term in Section 5.02(i)(iii).
Permitted Person” means, with respect to any Beneficial Interest Certificate, the holder of such Beneficial Interest Certificate or holder of a direct or indirect interest in such Beneficial Interest Certificate (as applicable), each of which is either (1) a United States Person, or (2) treated for U.S. federal income tax purposes as a disregarded entity that is a branch of a United States Person, and each of which has covenanted to retain such status for so long as it continues to own such Beneficial Interest Certificate or direct or indirect interest (as applicable).
Person” means any natural person, firm, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any political subdivision thereof or any other legal entity, including public bodies.
Portfolio” means, at any time, all Assets owned by the Issuer Group.
Premium Threshold Amount” means, as of any Redemption Date, (i) prior to the first anniversary of the Initial Closing Date, an amount equal to 30% of the initial Outstanding Principal Balance of the Initial Notes has been repaid using Net Sale Proceeds from Asset Dispositions (other than any Asset Dispositions resulting from a Total Loss) and/or redeemed in connection with an Optional Redemption (other than an Acquisition Balance Redemption), in the aggregate on or prior to such Redemption Date, (ii) on and after the first anniversary of the Initial Closing Date but prior to the second anniversary of the Initial Closing Date, an amount equal to 40% of the initial Outstanding Principal Balance of the Initial Notes has been repaid using the Net Sale Proceeds from Asset Dispositions (other than any Asset Dispositions resulting from a Total Loss) and/or redeemed in connection with an Optional Redemption (other than an Acquisition Balance Redemption), in the aggregate on or prior to such Redemption Date, (iii) on and after the second anniversary of the Initial Closing Date but prior to the third anniversary of the Initial Closing Date, an amount equal to 50% of the initial Outstanding Principal Balance of the Initial Notes has been repaid using the Net Sale Proceeds from Asset Dispositions (other than any Asset Dispositions resulting from a Total Loss) and/or redeemed in connection with an Optional Redemption (other than an Acquisition Balance Redemption), in the aggregate on or prior to such Redemption Date or (iv) on and after the third anniversary of the Initial Closing Date but prior to the fourth anniversary of the Initial


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[**] = 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.

Closing Date, an amount equal to 60% of the initial Outstanding Principal Balance of the Initial Notes has been repaid using the Net Sale Proceeds from Asset Dispositions (other than any Asset Dispositions resulting from a Total Loss) and/or redeemed in connection with an Optional Redemption (other than an Acquisition Balance Redemption), in the aggregate on or prior to such Redemption Date.
Prior Ranking Amounts” means, with respect to any amount to be paid in accordance with Section 3.09(a) or 3.09(b) (as applicable), all amounts, if any, to be paid prior to the payment of such amount in accordance with Section 3.09(a) or 3.09(b) (as applicable).
Pro Forma Lease” has the meaning given to such term in Section 5.02(s)(ii).
Pro Rata Percentage” means, for any Series of Notes on any Calculation Date, (a) the Outstanding Principal Balance of such Series on such Calculation Date divided by (b) the Adjusted Portfolio Value on such Calculation Date.
Prohibited Country” has the meaning given to such term in Section 5.02(t).
Purchase Option” means a contractual option granted by the lessor or owner under an Asset Agreement (including pursuant to a conditional sale agreement) as to the purchase of the applicable Asset.
Purchase Option Date” means, with respect to a Purchase Option, the first date such Purchase Option is exercisable.
QEC Kit” means a quick engine change kit, consisting of components and accessories installed or capable of being installed on an engine to speed the removal and installation of the engine on an aircraft.
QIB” means a “qualified institutional buyer” as defined in Rule 144A.
Qualified Escrow Account” means an escrow account that is (i) established with a Qualified Intermediary pursuant to an agreement under which all or a portion of the Net Sale Proceeds from an Asset Disposition are deposited in such escrow account in connection with a Replacement Exchange and are to be applied to the acquisition of a Replacement Asset designated by the Issuer or another Issuer Group Member or, subject to Section 3.01(i)(iii), if and to the extent not so applied by the end of the applicable Replacement Period for such Asset Disposition, deposited by the Qualified Intermediary in the Collections Account and (ii) in respect of which the Issuer or the applicable Issuer Subsidiary has pledged its rights in such escrow account to the Security Trustee pursuant to the Security Trust Agreement.
Qualified Intermediary” means a Person (i) that has a short term debt rating of or (ii) where the obligations of such Person are guaranteed by a Person that has a short term debt rating of, in each case not lower than A-1 from Standard & Poor’s and F-1 from Fitch.


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[**] = 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.

Rapid Amortization Amounts” means, in respect of any Series on any Payment Date, the amounts actually applied to such Series on such Payment Date pursuant to Section 3.09(a)(xi)(b) and (xii)(b).
Rapid Amortization Event” means, with respect to any Payment Date, one or both of the following exist with respect to such Payment Date: (a) a DSCR Amortization Event or (b) the Expected Final Payment Date shall have occurred.
Rating Agency” means each of KBRA, Fitch and any other nationally recognized statistical rating organization designated by the Issuer; provided that such organizations shall only be deemed to be a Rating Agency for purposes of this Indenture with respect to the Notes they are then rating.
Rating Agency Confirmation” means a written confirmation from each Rating Agency then rating such Series received by the Issuer and the Trustee to the effect that a specified action or event shall not result in the downgrade, qualification or withdrawal of such Rating Agency’s then current credit rating, if any, of any such Notes then Outstanding; provided that in the event one of the following applies with respect to a Rating Agency, and the Issuer or Administrative Agent shall have delivered an Officer’s Certificate to the Trustee certifying that one of the following applies with respect to a Rating Agency, a Rating Agency Confirmation means a written notice to such Rating Agency of such specified action or event and: (a) such Rating Agency has made a public statement to the effect that it will no longer review events or circumstances of the type requiring receipt of Rating Agency Confirmation for purposes of evaluating whether to confirm the then-current ratings of obligations rated by such Rating Agency or (b) such Rating Agency has communicated to the Issuer, the Servicer, the Administrative Agent or the Trustee (or their legal counsel or agent) that it will not review such event or circumstance for purposes of evaluating whether to confirm the then-current rating of the Notes.
Received Currency” has the meaning given to such term in Section 12.07(a).
Receiver” means any Person or Persons appointed as (and any additional Person or Persons appointed or substituted as) administrative receiver, receiver, manager or receiver and manager.
Record Date” means, with respect to each Payment Date or Redemption Date, the close of business on the last Business Day prior to such Payment Date or Redemption Date, and, with respect to the date on which any Direction is to be given by the Holders, unless otherwise provided pursuant to Section 1.04(d), the close of business on the last Business Day prior to the solicitation of such Direction.
Redemption” means an Optional Redemption (including an Acquisition Balance Redemption and a Redemption after the occurrence and during the continuance of an Event of Default) or a Tax Redemption, as the context may require.
Redemption Date” means the date, which, in the case of a Redemption in part, shall be a Payment Date, and in the case of a Redemption in whole, shall be a Business Day, on which any Series of Notes are to be redeemed pursuant to a Redemption.


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[**] = 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.

Redemption Premium” means, with respect to a Redemption of any Series of Notes (a) for so long as no Event of Default has occurred and is continuing on the relevant Redemption Date, unless clause (b) applies, an amount equal to (1) with respect to a Redemption occurring prior to the first anniversary of the Initial Closing Date, so long as (and to the extent) the applicable Premium Threshold Amount has been exceeded, an amount equal to the Outstanding Principal Balance for such Series being redeemed on such Redemption Date, multiplied by the applicable Stated Rate, (2) with respect to a Redemption occurring on or after the first anniversary of the Initial Closing Date but prior to the second anniversary of the Initial Closing Date, so long as (and to the extent) the applicable Premium Threshold Amount has been exceeded, an amount equal to 75% of the Outstanding Principal Balance for such Series being redeemed on such Redemption Date, multiplied by the applicable Stated Rate, (3) with respect to a Redemption occurring on or after the second anniversary of the Initial Closing Date but prior to the third anniversary of the Initial Closing Date, so long as (and to the extent) the applicable Premium Threshold Amount has been exceeded, an amount equal to 50% of the Outstanding Principal Balance for such Series being redeemed on such Redemption Date, multiplied by the applicable Stated Rate and (4) with respect to a Redemption occurring on or after the third anniversary of the Initial Closing Date but prior to the fourth anniversary of the Initial Closing Date, so long as (and to the extent) the applicable Premium Threshold Amount has been exceeded, an amount equal to 25% of the Outstanding Principal Balance for such Series being redeemed on such Redemption Date, multiplied by the applicable Stated Rate and (b) (i) until the fourth anniversary of the Initial Closing Date for so long as the applicable Premium Threshold Amount has not been exceeded, (ii) on and after the fourth anniversary of the Initial Closing Date or (iii) during the continuance of an Event of Default, an amount equal to zero.
Redemption Price” means, (a) with respect to any Series of Notes that will be the subject of a Refinancing or an Optional Redemption (other than an Acquisition Balance Redemption), an amount equal to the Outstanding Principal Balance of the Series of Notes being repaid together with all accrued and unpaid interest thereon and the Redemption Premium (if any), (b) with respect to any Series of Notes that will be the subject of an Acquisition Balance Redemption, the amount allocated to such Series as described in Section 3.11(a), and without any Redemption Premium, (c) with respect to any Series of Notes that will be the subject of a Tax Redemption or Redemption pursuant to Section 3.11(a) after the occurrence and during the continuance of an Event of Default, the Outstanding Principal Balance of such Series of Notes together with accrued and unpaid interest thereon but without any Redemption Premium and (d) with respect to any Series of Notes redeemed with Excess Proceeds Applied Amounts, the amount allocated to such Series as described in Section 3.09(a) or (b) (to the extent of applicable available amounts), and without any Redemption Premium.
Refinancing” has the meaning given to such term in Section 2.10(a).
Refinancing Account” has the meaning given to such term in Section 3.01.
Refinancing Expenses” means all out-of-pocket costs and expenses Incurred in connection with a Refinancing, including all expenses in connection with an offering and issuance of Refinancing Notes or borrowing under a loan, credit agreement or other debt instrument, as applicable.


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[**] = 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.

Refinancing Notes” means notes issued by the Issuer under this Indenture at any time and from time to time after the date hereof, in a Refinancing in accordance with Section 2.10 (subject to Section 1.02(n)).
Register” has the meaning given to such term in Section 2.03(a).
Registrar” has the meaning given to such term in Section 2.03(a).
Regulation S” means Regulation S under the Securities Act.
Regulation S Global Note” means a Regulation S Temporary Global Note or a Regulation S Permanent Global Note, as the context may require.
Regulation S Permanent Global Note” means a permanent global Note bearing the restrictive legends specified in Section 2.02 deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of any Regulation S Temporary Global Note that may be issued from time to time upon expiration of the applicable Restricted Period.
Regulation S Temporary Global Note” means each temporary global Note containing the legend set forth in Section 2.02(c) deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the principal amount of any Initial Notes or Refinancing Notes initially sold or to be sold in reliance on Rule 903 of Regulation S.
Reinvestment Rules of Construction” means the following rules of construction, which shall be applicable only where expressly stated to apply:
329(a)    If an Asset was subjected to an Asset Disposition but the Net Sale Proceeds thereof were deposited into the Asset Replacement Account or a Qualified Escrow Account in accordance with the terms hereof, then such Asset shall be treated as not having been subjected to an Asset Disposition for the period in which such Net Sale Proceeds remain in the Asset Replacement Account or Qualified Escrow Account in accordance with the terms hereof.
329(b)    If a Replacement Asset was not a part of the Portfolio on the date referenced (or if applicable for such calculation, on the Calculation Date), each reference to an amount for such Asset on such date shall be calculated as the applicable amount for the Asset to which such Replacement Asset is Related.
329(c)    A Replacement Asset shall be “Related” to an Initial Asset and (if any) another Replacement Asset if such Replacement Asset shall have been acquired with Net Sale Proceeds in the Asset Replacement Account or a Qualified Escrow Account from the Asset Disposition of (x) such Initial Asset or (y) such other Replacement Asset that was Related to such Initial Asset.
Related Collateral Document” means any letter of credit, third party or bank guarantee or cash collateral provided by or on behalf of a Lessee to secure such Lessee’s obligations under a Lease.


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[**] = 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.

Related Documents” means the Administrative Agency Agreement, each Eligible Credit Facility, this Indenture, the Notes, the Security Documents, the Servicing Agreement, the Asset Purchase Agreement, the Excluded Property Purchase Agreement, any Currency Hedge Agreements, the Note Purchase Agreement and the constitutional documents (including trust documents) of the Issuer Group Members. References to “Related Documents” will also include, where the context requires, any Refinancing Notes and any Acquisition Agreements, guarantees, asset or stock purchase agreements, swap or other interest rate, currency or other hedging agreements or any other agreement entered into or security offered by any Issuer Group Member in connection with any acquisition of Replacement Assets.
Relevant Information” means any information provided to the Administrative Agent by the Trustee, the Security Trustee, the Operating Bank, any Authorized Agent, the Issuer, the Controlling Trustees or any Service Provider.
Remaining Initial Assets” means each of the Initial Assets in respect of which the corresponding Asset Interest was not sold, assigned and transferred to the Issuer (or otherwise directly or indirectly owned by the Issuer) on the Initial Closing Date.
Remaining Security Deposit” means, as of any date of determination, the aggregate amount of each Security Deposit for an Asset that (a) does not constitute Segregated Funds and (b) as of such date of determination may, under the applicable Lease, be required to be repaid to the applicable Lessee.
Rent Based Fees” means the Senior Rent Based Fees and the Subordinated Rent Based Fees.
Rental Payments” means all rental payments and other amounts equivalent to a rental payment payable by or on behalf of a Lessee under a Lease.
Replacement Asset” means (a) any Airframe or Aircraft Engine acquired in a Replacement Exchange by any Issuer Group Member from a Seller after the Initial Closing Date in accordance with Section 3.01(i) and 5.02(q), or (b) any Aircraft Engine replacing a prior Aircraft Engine pursuant to a Lease as provided in Sections 4.01 and 4.02 of Schedule 2.02(a) of the Servicing Agreement, but in each case, excluding any Airframe or Engine after it has been sold or disposed of by way of a completed Asset Disposition.
Replacement Exchange” means the acquisition by any Issuer Group Member of one or more Replacement Assets in a Permitted Asset Acquisition with all or a portion of the Net Sale Proceeds from one or more Permitted Asset Dispositions by any Asset Subsidiary or Asset Trust within the Replacement Period applicable to such Permitted Asset Disposition; provided that the Issuer shall have elected to use all or such portion of such Net Sale Proceeds in a Replacement Exchange in accordance with Section 3.01(i) hereof. A Replacement Exchange shall commence on the date of the first Permitted Asset Disposition that is a part of the Replacement Exchange and shall terminate on the date of the last Permitted Asset Acquisition that is a part of the Replacement Exchange.


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[**] = 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.

Replacement Liquidity Facility” means, for the Initial Liquidity Facility (including any Replacement Liquidity Facility that is referred to as the Initial Liquidity Facility as provided in the definition of that phrase), an irrevocable revolving credit agreement (or agreements), complying with all of the requirements of Section 3.14(e), in substantially the form of the Initial Liquidity Facility (or such Replacement Liquidity Facility), including reinstatement provisions, or in such other form or forms (which may include a letter of credit, surety bond, swap, financial insurance policy or guaranty) as shall permit the Rating Agencies to confirm in writing their respective ratings then in effect for the Notes (before downgrading of such ratings, if any, as a result of the downgrading of the ratings of the replaced Initial Liquidity Facility Provider (or the Replacement Liquidity Facility Provider referred to as the Initial Liquidity Facility Provider as provided in the definition of that phrase)), in a face amount (or in an aggregate face amount) equal to the then Maximum Facility Commitment under the replaced Initial Liquidity Facility (or such Replacement Liquidity Facility) and issued by an Eligible Provider or Eligible Providers. Without limitation of the form that a Replacement Liquidity Facility otherwise may have pursuant to the preceding sentence, a Replacement Liquidity Facility may have a stated expiration date earlier than 15 days after the Final Maturity Date of the Initial Notes so long as such Replacement Liquidity Facility provides for a Non-Extension Drawing as contemplated by Section 3.14(d).
Replacement Liquidity Facility Provider” means a Person (or Persons) who issues a Replacement Liquidity Facility.
Replacement Period” means, with respect to any portion of the Net Sale Proceeds realized from a Permitted Asset Disposition that the Issuer elects to use to acquire Replacement Assets in a Replacement Exchange pursuant to Section 3.01(i) hereof, the period beginning on the date of such Asset Disposition and ending on the earlier of (a) (i) in the case of Net Sale Proceeds realized from a Permitted Asset Disposition with respect to which the Net Sale Proceeds were equal to or greater than $[**] (such amount, the “Sale Proceeds Threshold Amount”), the [**] day after the date of such Asset Disposition or (ii) in the case of Net Sale Proceeds realized from Permitted Asset Dispositions with respect to which the Net Sale Proceeds were less than the Sale Proceeds Threshold Amount that are deposited in a Qualified Escrow Account, the [**] day after the date of such Asset Disposition or (iii) in the case of Net Sale Proceeds realized from Permitted Asset Dispositions with respect to which the Net Sale Proceeds were less than Sale Proceeds Threshold Amount that are not deposited in a Qualified Escrow Account, the earlier of (A) the final day of such longer period as the Issuer may elect and (B) the date on which such Net Sale Proceeds are required to be transferred to the Asset Purchase Account in accordance with Section 3.01(i)(iii) and (b) the occurrence of an Event of Default.
Required Amount” means, with respect to the Liquidity Facility Reserve Account, (a) initially zero; provided that, if a Downgrade Drawing or a Non-Extension Drawing shall have occurred, the Required Amount as of any Calculation Date shall be an amount equal to the Maximum Facility Commitment as of such Calculation Date, and (b) with respect to any other Eligible Credit Facility, such amount as the Controlling Trustees have unanimously determined (and for which a Rating Agency Confirmation and, if the Initial Liquidity Facility is then in effect, the prior written consent of the Initial Liquidity Facility Provider have been received), plus the increase, if any, in


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[**] = 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.

the Required Amount for the applicable Cash Collateral Account or Eligible Credit Facility provided for by the terms of any Refinancing Notes.
Required Expense Amount” means, with respect to each Payment Date, an amount equal to the Expenses (other than Service Provider Fees consisting of the Rent Based Fees) payable during the three succeeding Interest Accrual Periods beginning on such Payment Date or reasonably anticipated by the Administrative Agent to become due and payable during such period, the accrual of which would be prudent in light of the size and timing of such Expenses.
Required Expenses Shortfall” has the meaning given to such term in Section 3.07(g)(i).
Required Majority” means the Holders representing more than 50% of the then Outstanding Principal Balance of the Notes who shall approve or direct any proposed action to be taken pursuant to the terms of this Indenture, provided that, in making such a determination, each Holder shall be required to vote the entire Outstanding Principal Balance of the Notes held by such Holder in favor of, or in opposition to, such proposed action, as the case may be.
Requisition Compensation” means all monies or other compensation receivable by any Issuer Group Member from any government, whether civil, military or de facto, or public or local authority in relation to an Asset in the event of its requisition for title, confiscation, restraint, detention, forfeiture or compulsory acquisition or seizure or requisition for hire by or under the order of any government or public or local authority.
Responsible Officer” means (a) with respect to the Trustee, the Security Trustee or the Operating Bank, as the case may be, any officer within the Corporate Trust Office, including any Vice President, Managing Director, Director, Associate, Assistant Vice President, or any other officer of the Trustee, the Security Trustee or the Operating Bank, as applicable, customarily performing functions similar to those performed by any of the above designated officers and with direct responsibility for the administration of the Related Documents to which the Trustee, the Security Trustee or the Operating Bank is a party and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject, (b) with respect to the Issuer, any Signatory Trustee and (c) with respect to any Person providing an Eligible Credit Facility and the Administrative Agent, any authorized officer of such Person.
Restricted Period” has the meaning given to such term in Section 2.12(c)(ii).
Restrictive Legend” means the legend in the form set forth in Section 2.02(a).
Rule 144A” means Rule 144A under the Securities Act.
Rule 144A Global Notes” has the meaning given to such term in Section 2.01(b).
Sale Proceeds Threshold Amount” has the meaning given to such term in the definition of “Replacement Period”.
Sanctions Authority” has the meaning given to such term in Section 5.01(s).


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[**] = 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.

Scheduled Collections Period” has the meaning given to such term in Section 3.01(b)(ii).
Scheduled Principal Payment Amount” means, with respect to any Series on any Payment Date, the excess, if any, of the Notional Outstanding Principal Balance of such Series of Notes over the Scheduled Target Principal Balance of such Series of Notes on such Payment Date, in each case before giving effect to the application of funds pursuant to Section 3.09(a) on such Payment Date but after giving effect to any partial Redemption of such Series of Notes on such Payment Date; provided that in no event shall the Scheduled Principal Payment Amount of any Series exceed the Outstanding Principal Balance of such Series.
Scheduled Series Percentage” means, with respect to any Series of Notes and Asset on any Payment Date, the related percentage for such Series and Asset set forth in Schedule 5 for the Calculation Date relating to such Payment Date; provided that for any Group 3 Asset that is not an Airframe identified herein on the Initial Closing Date, the Scheduled Series Percentage for the Series A Notes and the Series B Notes shall be the related percentage for such Series and Asset set forth in a schedule to be prepared by the Administrative Agent and delivered to the Issuer (with a copy to the Trustee) in connection with the acquisition of such Airframe, which shall be prepared based on straight line amortization to zero over a period equal to the lower of (i) 12 years and (ii) 25 years minus the age of the Airframe at the time it is included in the Portfolio, until the 96th Payment Date, and Schedule 5 shall be amended by delivery thereof to the Issuer (with a copy to the Trustee) to include such schedule.
Scheduled Target Principal Balance” means, for each Series of Notes and Asset on any Payment Date, the sum of (a) the product of (i) the Scheduled Series Percentage of such Series on such Payment Date for Group 1 Assets and (ii) the sum of the Allocable Notional Series Amount of each Group 1 Asset that was an Asset on the related Calculation Date, (b) the product of (i) the Scheduled Series Percentage of such Series on such Payment Date for Group 2 Assets and (ii) the sum of the Allocable Notional Series Amount of each Group 2 Asset that was an Asset on the related Calculation Date and (c) the product of (i) the Scheduled Series Percentage of such Series on such Payment Date for Group 3 Assets and (ii) the sum of the Allocable Notional Series Amount of each Group 3 Asset that was an Asset on the related Calculation Date.
Secured Obligations” has the meaning given to such term in the Security Trust Agreement.
Secured Parties” has the meaning given to such term in the Security Trust Agreement.
Securities” means the Initial Notes and all Refinancing Notes, if any.
Securities Act” means the U.S. Securities Act of 1933, as amended.
Security Deposit” means any cash deposits and other collateral provided by, or on behalf of, a Lessee to secure the obligations of such Lessee under a Lease.
Security Deposit Account” has the meaning given to such term in Section 3.01.


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[**] = 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 Documents” means the Security Trust Agreement, the Custodian Agreement, the Asset Mortgages, the Asset Mortgage and Lease Security Assignments, the Lease Security Assignments and each guarantee, security assignment, consent, letter, acknowledgement, notice and power of attorney and any document or certificate executed pursuant to or in connection with the Security Trust Agreement or in the Security Trustee’s capacity as Security Trustee thereunder, or otherwise, for the purpose of granting a security interest in any Collateral to the Security Trustee for the benefit of the Secured Parties or for the purpose of perfecting such security interest (but not including any Lease document or Lessee consent).
Security Interests” means the security interests granted or expressed to be granted in the Collateral pursuant to the Security Trust Agreement or any other Security Document.
Security Trust Agreement” means the Amended and Restated Security Trust Agreement dated as of March 3, 2020, among the Issuer, the Security Trustee and each other party thereto.
Security Trustee” means the Person appointed, at the time of determination, as the trustee for the benefit of the Secured Parties pursuant to Section 7.01 of the Security Trust Agreement. The initial Security Trustee is Deutsche Bank Trust Company Americas.
Segregated Funds” means, with respect to each Lease, (a) all Security Deposits provided for under such Lease that have been received from the relevant Lessee or pursuant to the relevant Acquisition Agreement with respect to such Lease, (b) any security deposit pledged to the relevant Lessee by an Issuer Group Member and (c) all other funds, including any Usage Fee payments, received from the relevant Lessee or pursuant to the relevant Acquisition Agreement with respect to such Lease and in each case of clause (a), (b) and (c) not permitted, pursuant to the terms of such Lease, to be commingled with the funds of the Issuer Group.
Seller” means (i), with respect to the Asset Purchase Agreement, Willis Lease, and (ii) with respect to any other Acquisition Agreement, Willis Lease or any other seller of an Asset in a Permitted Asset Acquisition.
Senior Claim” means, with respect to any Obligations, all other Obligations the payment of which constitutes a Prior Ranking Amount with respect thereto.
Senior Claimant” means the holder of a Senior Claim.
Senior Hedge Payment Shortfall” has the meaning given to such term in Section 3.07(g)(ii).
Senior Hedge Payments” means Hedge Payments other than Subordinated Hedge Payments.
Senior Rent Based Fees” has the meaning given to such term in the Servicing Agreement.
Senior Series” means (a) so long as any Series A Notes are Outstanding or amounts are payable to the Holders of the Series A Notes, the Series A Notes, (b) after the Series A Notes have been repaid in full and all amounts due to the Holders of the Series A Notes have been paid in full


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[**] = 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.

and so long as any Series B Notes are Outstanding or amounts are payable to the Holders of the Series B Notes, the Series B Notes and (c) after the Series A Notes and the Series B Notes have been repaid in full and all amounts due to the Holders of the Series A Notes and the Series B Notes have been paid in full and so long as any Series C Notes are Outstanding or amounts are payable to the Holders of the Series C Notes, the Series C Notes.
Senior Trustee” means (a) so long as any Series A Notes are Outstanding or amounts are payable to the Holders of the Series A Notes, the Trustee of the Series A Notes (acting at the written direction of the Holders of a majority of the Outstanding Principal Balance of such Series), (b) after the Series A Notes have been repaid in full and all amounts due to the Holders of the Series A Notes have been paid in full (as certified in writing to the Trustee) and so long as any Series B Notes are Outstanding or amounts are payable to the Holders of the Series B Notes, the Trustee of the Series B Notes (acting at the written direction of the Holders of a majority of the Outstanding Principal Balance of such Series) and (c) after the Series A Notes and the Series B Notes have been repaid in full and all amounts due to the Holders of the Series A Notes and the Series B Notes have been paid in full (as certified in writing to the Trustee) and so long as any Series C Notes are Outstanding or amounts are payable to the Holders of the Series C Notes, the Trustee of the Series C Notes (acting at the written direction of the Holders of a majority of the Outstanding Principal Balance of such Series).
Series” means any series of Notes established pursuant to this Indenture.
Series A Interest Shortfall” has the meaning given to such term in Section 3.07(g)(ii).
Series A Note” means any Note, in substantially the form of Exhibit A-1 hereto, issued as part of a Series of Notes that is designated as “Series A”, which may be further differentiated by a numeric designation consisting of the year in which such Series is issued and consecutive numbers in chronological order of issuance to differentiate the Notes of each such Series of Series A Notes from the Notes of any other Series of Series A Notes, provided that two or more Series of Series A Notes issued at the same time may be given additional alphanumeric designations to differentiate such Series among themselves.
Series Account” has the meaning given to such term in Section 3.01.
Series B Interest Shortfall” has the meaning given to such term in Section 3.07(g)(iii).
Series B Note” means any Note, in substantially the form of Exhibit A-2 hereto, issued as part of a Series of Notes that is designated as “Series B”, which may be further differentiated by a numeric designation consisting of the year in which such Series is issued and consecutive numbers in chronological order of issuance to differentiate the Notes of each such Series of Series B Notes from the Notes of any other Series of Series B Notes, provided that two or more Series of Series B Notes issued at the same time may be given additional alphanumeric designations to differentiate such Series among themselves.
Series B Purchase Date” has the meaning given to such term in Section 4.13.


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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.

Series B Purchase Option Notice” has the meaning given to such term in Section 4.13.
Series B Purchaser” has the meaning given to such term in Section 4.13.
Series C Interest Shortfall” has the meaning given to such term in Section 3.07(g)(iv).
Series C Note” means any Note, in substantially the form of Exhibit A-3 hereto, issued as part of a Series of Notes that is designated as “Series C”, which may be further differentiated by a numeric designation consisting of the year in which such Series is issued and consecutive numbers in chronological order of issuance to differentiate the Notes of each such Series of Series C Notes from the Notes of any other Series of Series C Notes, provided that two or more Series of Series C Notes issued at the same time may be given additional alphanumeric designations to differentiate such Series among themselves.
Series C Purchase Date” has the meaning given to such term in Section 4.14.
Series C Purchase Option Notice” has the meaning given to such term in Section 4.14.
Series C Purchaser” has the meaning given to such term in Section 4.14.
Series C Reserve Account” has the meaning given to such term in Section 3.01.
Series C Reserve Amount” means $1,000,000.
Series C Scheduled Principal Shortfall” has the meaning given to such term in Section 3.07(g)(v).
Series C Shortfall” means a Series C Interest Shortfall or a Series C Scheduled Principal Shortfall.
Service Provider” means each of the Trustee, the Servicer, the Administrative Agent, the Operating Bank, the Security Trustee and any other service provider retained from time to time by an Issuer Group Member pursuant to the Related Documents.
Service Provider Fees” means any fees, expenses and other amounts (of whatever nature), except for Indemnification Amounts, Special Litigation Expenses and Special Indemnity Payments, due or reimbursable to Service Providers in accordance with the applicable agreements with such Service Providers (including the Related Documents).
Servicer” means the Person acting, at the time of determination, in the capacity of the Servicer under the Servicing Agreement. The initial Servicer is Willis Lease.
Servicing Agreement” means the Amended and Restated Servicing Agreement dated as of the Initial Closing Date among the Servicer, the Administrative Agent, the Issuer Subsidiaries party thereto and the Issuer.


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[**] = 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.

Shortfall” means a Required Expenses Shortfall, a Series A Interest Shortfall, a Series B Interest Shortfall or a Senior Hedge Payment Shortfall.
Signatory Trustee” means the Owner Trustee, any Controlling Trustee or such other trustee as the Controlling Trustees shall from time to time direct in accordance with the Trust Agreement.
Special Indemnity Payments” means (a) any indemnity amounts owing at any time and from time to time by the Issuer to any Holder and (b) any other indemnity amounts owing at any time and from time to time to any other Person party to a Related Document (other than the Servicer under the Servicing Agreement) which arise from violations of the Securities Act, the Exchange Act or any other securities law.
Special Litigation Expenses” means any amounts payable by an Issuer Group Member in order to satisfy any final, non-appealable judgment against such Issuer Group Member pursuant to a litigation proceeding to which such Issuer Group Member is a named party (excluding any amounts that an Issuer Group Member is contractually obligated to pay); provided that any such amounts payable by any Issuer Group Member to any Seller or Service Provider shall not be deemed to be a Special Litigation Expense.
Special Majority” has the meaning given to such term in the Trust Agreement.
Standard & Poor’s” means S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC.
Stated Expiration Date” has the meaning given to such term in Section 3.14(d).
Stated Rate” means, with respect to a Note, as of any date of determination thereof, the interest rate set forth as the Stated Rate in such Note.
Step-Up Interest” means, on each Payment Date following the Expected Final Payment Date, so long as there are Initial Notes outstanding, interest at the rate of 2.0% per annum, compounded monthly, on the Outstanding Principal Balance of the Initial Notes for the Interest Accrual Period ending on such Payment Date.
Step-Up Interest Amount” means, with respect to any Initial Notes, on each Payment Date following the Expected Final Payment Date, the accrued and unpaid Step-Up Interest as of such Payment Date, including any interest at the rate of 2.0% per annum accrued on unpaid Step-Up Interest.
Stock” means all shares of capital stock, all beneficial interests in trusts, all membership interests in limited liability companies, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or interests.
Subject Asset” means, in respect of any Subject Disposition, the Asset disposed in such Subject Disposition.


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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.

Subject Disposition” means, in respect of any Collection Period, an Asset Disposition occurring during such Collection Period.
Subordinated Expenses” means Special Indemnity Payments, Special Litigation Expenses and Excess Indemnification Amounts.
Subordinated Hedge Payments” means (a) any Hedge Termination Payment with respect to the termination of a Currency Hedge Agreement resulting from a voluntary termination by an Issuer Group Member of a Currency Hedge Agreement (unless such voluntary termination is related to an Asset Disposition) or a default of the Hedge Provider or in which the Hedge Provider is the sole “affected party” as a result of a termination of a Currency Hedge Agreement (other than for a termination due to an illegality or tax event as such events are defined in the Currency Hedge Agreement) and (b) any Hedge Termination Payment which by the terms of the applicable Currency Hedge Agreement is to be subordinated in accordance with Section 3.09.
Subordinated Rent Based Fees” has the meaning given to such term in the Servicing Agreement.
Subsidiary” means, as to any Person, a corporation, partnership, limited liability company, trust or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company, trust or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.
Substitute Asset” means any Aircraft Engine or Airframe that is to be substituted for any Removed Asset (as defined in the Asset Purchase Agreement).
Target Security Deposit Amount” means, with respect to any Payment Date (for the purposes of this definition only, the “Relevant Payment Date”), an amount equal to the greater of (i) $1,000,000 and (ii) the sum of (a) 100% of the Remaining Security Deposits relating to Leases expected to expire during the period from the Relevant Payment Date to but excluding the first Payment Date succeeding the Relevant Payment Date, plus (b) 75% of the Remaining Security Deposits relating to Leases expected to expire during the period from the first Payment Date succeeding the Relevant Payment Date to but excluding the second Payment Date succeeding the Relevant Payment Date, plus (c) 50% of the Remaining Security Deposits relating to Leases expected to expire during the period from the second Payment Date succeeding the Relevant Payment Date to but excluding the third Payment Date succeeding the Relevant Payment Date, plus (d) 25% of the Remaining Security Deposits relating to Leases expected to expire during the period from the third Payment Date succeeding the Relevant Payment Date to but excluding the fourth Payment Date succeeding the Relevant Payment Date.
Tax Redemption” has the meaning given to such term in Section 3.11(b).


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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.

Taxes” mean any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, loss, damage, liability, expense, additions to tax and additional amounts or costs Incurred or imposed with respect thereto) imposed or otherwise assessed by the United States of America or by any state, local or foreign government (or any subdivision or agency thereof) or other taxing authority, including, without limitation: taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, or net worth and similar charges; and taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, taxes on goods and services, gains taxes, license, registration and documentation fees, customs duties, tariffs, and similar charges.
Termination Notice” has the meaning assigned to such term in the Initial Liquidity Facility.
Third Party Event” has the meaning given to such term in Section 5.03.
Threshold Rating” means a published long-term issuer credit, long-term issuer default or senior unsecured debt rating of (a) if there are any Series A Notes Outstanding, BBB (or the equivalent) by Fitch or, only if Fitch does not then rate the Initial Liquidity Facility Provider, Standard & Poor’s, (b) if there are not then Series A Notes Outstanding, BBB- (or the equivalent) by Fitch or, only if Fitch does not then rate the Initial Liquidity Facility Provider, Standard & Poor’s and (c) if KBRA then rates the Initial Liquidity Facility Provider, at least BBB- (or the equivalent) by KBRA.
Total Loss” means, with respect to any Asset (a) if the same is subject to a Lease, an Event of Loss (as defined in such Lease) or the like (however so defined); or (b) if the same is not subject to a Lease, (i) its actual, constructive, compromised, arranged or agreed total loss, (ii) its destruction, damage beyond economic repair or being rendered permanently unfit for normal use for any reason whatsoever, (iii) its requisition for title, confiscation, restraint, detention, forfeiture or any compulsory acquisition or seizure or requisition for hire (other than a requisition for hire for a temporary period not exceeding 180 days) by or under the order of any government (whether civil, military or de facto) or public or local authority or (iv) its hijacking, theft or disappearance, resulting in loss of possession by the owner or operator thereof for a period of ninety (90) consecutive days or longer. A Total Loss with respect to any Asset shall be deemed to occur on the date on which such Total Loss is deemed pursuant to the relevant Lease to have occurred or, if such Lease does not so deem or the relevant Asset is not subject to a Lease, (A) in the case of an actual total loss or destruction, damage beyond economic repair or being rendered permanently unfit, the date on which such loss, destruction, damage or rendering occurs (or, if the date of loss or destruction is not known, the date on which the relevant Asset was last heard of); (B) in the case of a constructive, compromised, arranged or agreed total loss, the earlier of (1) the date 30 days after the date on which notice claiming such total loss is issued to the insurers or brokers and (2) the date on which such loss is agreed or compromised by the insurers; (C) in the case of requisition for title, confiscation, restraint, detention, forfeiture, compulsory acquisition or seizure, the date on which the same takes effect; (D) in the case of a requisition for hire, the expiration of a period of 180 days from the date on which such requisition commenced (or, if earlier, the date upon which insurers


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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.

make payment on the basis of a Total Loss); or (E) in the case of clause (iv) above, the final day of the period of 90 consecutive days referred to therein.
Trust Agreement” means that certain Second Amended and Restated Trust Agreement of Willis Engine Structured Trust V, dated as of the date hereof, among the Controlling Trustees identified therein, the Owner Trustee and Willis Lease, as Depositor.
Trustee” means, with respect to each Series of Notes, the Person appointed, at the time of determination, as the trustee of such Series of Notes in accordance with this Indenture, as applicable. The initial Trustee for each Series of Notes is Deutsche Bank Trust Company Americas.
Trustee Fees” means, the fees payable to the Trustee as set forth in a fee letter between the Issuer and the Trustee.
Trustee Resolution” means a resolution adopted by a majority of the Controlling Trustees, evidenced by a certified copy of such resolution signed by a Signatory Trustee.
Trustee’s Website” means the Trustee’s password protected internet website initially located at http://tss.sfs.db.com/investpublic.
Unfunded Maintenance Reimbursement Amount” means, in respect of any Calculation Date, (a) the aggregate amount of Maintenance and Modification Expenses during the six-month period ending on such Calculation Date, less (b) the sum of (i) the aggregate of the amounts available in the Maintenance Reserve Account during the six-month period ending on such Calculation Date and (ii) any Cure Advances made to fund such Maintenance and Modification Expenses during the six-month period ending on such Calculation Date.
United States Person” means a United States person (as defined in Section 7701(a)(30) of the Code) that is not treated for U.S. federal income tax purposes as a trust described in Subpart E of Subchapter J in Chapter 1 of the Code.
U.S. Government Obligations” has the meaning given to such term in Section 11.02(a).
Usage Fees” means rent (whether called usage fee, supplemental rent, utilization rent, maintenance reserve or any similar term) that is in addition to a base rent for the Asset (regardless of how such base rent is calculated) payable under a Lease, including such additional rent that is based on hours or cycles of operation of the life-limited parts of an Asset.
Website” has the meaning given to such term in Section 5.03(j).
Willis Lease” means Willis Lease Finance Corporation, a Delaware corporation.
Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.


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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.

Written Notice” means, with reference to the Issuer, the Trustee, the Operating Bank, the Security Trustee, the Administrative Agent or the provider of any Eligible Credit Facility, a written instrument executed by a Responsible Officer of such Person.
Section 1.02    Rules of Construction. Unless the context otherwise requires:
(a)    A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.
(b)    The terms “herein”, “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
(c)    Unless otherwise indicated in context, all references to Articles, Sections, Schedules or Exhibits refer to an Article or Section of, or a Schedule or Exhibit to, this Indenture.
(d)    Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa.
(e)    The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”.
(f)    References in this Indenture to an agreement or other document (including this Indenture) include references to such agreement or document as amended, replaced or otherwise modified (without, however, limiting the effect of the provisions of this Indenture with regard to any such amendment, replacement or modification), and the provisions of this Indenture apply to successive events and transactions. References to any Person shall include such Person’s successors in interest and permitted assigns.
(g)    References in this Indenture to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor, and references to any governmental Person shall include reference to any governmental Person succeeding to the relevant functions of such Person.
(h)    References in this Indenture to the Notes or to a Series of Notes include the conditions applicable to such Notes or such Series; and any reference to any amount of money due or payable by reference to such Notes or such Series shall include any sum covenanted to be paid by the Issuer under this Indenture.
(i)    References in this Indenture to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to include, in respect of any jurisdiction other than the State of New York, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as shall most nearly approximate


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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.

such action, remedy or method of judicial proceeding described or referred to in this Indenture.
(j)    Where any payment is to be made, any funds are to be applied or any calculation is to be made hereunder on a day which is not a Business Day, unless any Related Document otherwise provides, such payment shall be made, funds shall be applied and calculation shall be made on the next succeeding Business Day, and payments (unless otherwise provided for in respect of the Notes) shall be adjusted accordingly. Where any calculation is to be made hereunder on a Calculation Date or any amount hereunder is in respect of a Calculation Date, such calculation shall be made as of the close of business on such Calculation Date and such amount shall be in respect of the close of business on such Calculation Date.
(k)    Where the Servicer or any replacement servicer is performing or may perform lease management and/or remarketing services pursuant to a Related Document in relation to one or more Assets at the same time, a reference in this Indenture to the “Servicer” shall be construed as a reference to each of the Servicer or such replacement servicer and the rights and obligations of the parties hereto shall be construed accordingly.
(l)    Any provision in this Indenture providing for a transfer to, or a withdrawal from, an Account or any other bank account by the Administrative Agent shall be construed to be a transfer to, or a withdrawal from, as the case may be, such Account or other bank account by the Operating Bank or other Eligible Institution at which the applicable account or accounts are located at the written, electronic or other automated funds transfer direction of the Administrative Agent. Such direction may be made by the Administrative Agent unless the Administrative Agent shall have defaulted under the Administrative Agency Agreement, and any such direction (i) shall be in writing, (ii) shall give full details of the amount to be transferred or withdrawn, the Account or other bank account to be debited, the Account or other bank account to be credited and the date of the relevant payment and (iii) shall certify that such request is made pursuant to and in accordance with the terms of this Indenture. The Operating Bank and the Trustee shall be entitled to act in accordance with such a request, without further question or inquiry, and shall have no obligation to give any direction to any other Eligible Institution at which an account or accounts are located unless and until it receives such a request from the Administrative Agent; provided that the Administrative Agent shall at all times comply with the relevant provisions of the Administrative Agency Agreement with respect to any such direction.
(m)    For purposes of determining the balance of amounts credited to and/or deposited in an Account, the “value” of Permitted Account Investments deposited in and/or credited to an Account shall be the lower of the acquisition cost thereof and the then fair market value thereof and the “value” of Dollars and cash equivalents of Dollars (other than cash equivalents of Dollars included in the definition of Permitted Account Investments) shall be the face value thereof.
(n)    Each reference in a Related Document to Refinancing Notes may also include loans or other debt instruments borrowed or issued, as applicable, to refinance any Notes


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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.

whether or not an instrument is issued to represent such debt, and the provisions of the Related Document shall be construed accordingly. Without limiting the foregoing, each reference in a Related Document to Refinancing Notes or an indenture supplemental hereto providing for the issuance of Refinancing Notes may include, as the context may require, such refinancing loan or other debt instrument and any credit agreement under which a refinancing loan is borrowed as applicable, any references to Notes shall be construed to include such loan, other debt instrument or credit agreement as applicable, and any references to Holders shall be construed to include the lenders of any such loan as applicable; provided that any provisions of any Related Document as would only be applicable if an instrument is issued to represent such debt shall either be construed as referring to a borrowing rather than an issuance or, if the context so requires, shall not be applicable if no instrument or security is issued.
Section 1.03    Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee an Officer’s Certificate stating that, in the opinion of the signer thereof, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or any indenture supplemental hereto shall include:
(a)    a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions in this Indenture relating thereto;
(b)    a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c)    a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d)    a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Section 1.04    Acts of Holders. (a) Any direction, consent, waiver or other action provided by this Indenture in respect of the Notes to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, to each Rating Agency where it is hereby expressly required pursuant to this Indenture and to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced


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thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose under this Indenture and conclusive in favor of the Trustee or the Issuer, if made in the manner provided in this Section.
(a)    The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation, association, trust or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient.
(b)    In determining whether the Holders have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”), under this Indenture, Notes owned by the Issuer, the Servicer or any Certificate Holder or any Affiliate of such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person individually or collectively owns 100% of any Series of Notes Outstanding, such Series of Notes shall not be so disregarded as aforesaid, and (ii) if any amount of Notes so owned by any such Person have been pledged in good faith, such Notes shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, the Servicer or a Certificate Holder or any Affiliate of any such Person.
(c)    The Issuer may at its option, by delivery of Officer’s Certificates to the Trustee, set a record date other than the Record Date to determine the Holders in respect of the Notes entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s Certificate which shall be a date not more than 30 days prior to the first solicitation of Holders in connection therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such Direction by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than one year after the record date.


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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.

(d)    Any Direction or other action by the Holder of any Note shall bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Note.
(e)    Each Direction by the Holders with respect to any Series of Notes shall be given to the Trustee or the Senior Trustee, as applicable, in writing on behalf of such Holders, pursuant to Section 12.05. The Trustee or Senior Trustee shall vote or give consent if such Direction is received from the Holders of the applicable percentage of the aggregate Outstanding Principal Balance of the relevant Notes as provided for in this Indenture or in any other Related Document. Notwithstanding anything to the contrary in any Related Document, (i) the Trustee or the Senior Trustee shall make each determination as to whether a Holder has given, or is entitled under this Indenture or any other Related Document to give, a Direction and each determination as to whether any Notes shall be disregarded as set forth in this Section 1.04 and (ii) the Trustee or the Senior Trustee, as applicable, shall be entitled to conclusively rely (without any independent investigation, inquiry or verification) on any Direction from the Holders of any Series of Notes. In determining the identity and holdings of each Holder, the Trustee or Senior Trustee shall be permitted to conclusively rely on the Register.
ARTICLE II
THE NOTES
Section 2.01    Authorized Amount; Terms; Form; Execution and Delivery. (a) The Outstanding Principal Balance of any Series of Notes which may be authenticated and delivered from time to time under this Indenture shall not exceed the initial Outstanding Principal Balance set forth for such Series of Notes, in the case of the Initial Notes, in the definition of the Initial Series A Notes, the Initial Series B Notes or the Initial Series C Notes, as applicable, or, with respect to any Refinancing Notes, as authorized in a Trustee Resolution. All Initial Notes shall be issued at the same time and no additional Notes shall be issued under this Indenture; provided that Refinancing Notes may be issued in connection with a Refinancing of the Initial Notes or a refinancing of any previously issued Refinancing Notes and any Refinancing Notes may be reopened, without the consent of any Holder, for the issuance of additional Refinancing Notes, subject in all cases to Sections 2.10 and 5.02 and any other applicable provision of this Indenture; provided that at no time may the Outstanding Principal Balance of any Series of Refinancing Notes issued in connection with a Refinancing exceed the Redemption Price of the Series of Notes being refinanced thereby plus Refinancing Expenses relating thereto.
The Initial Notes shall be issued on the Initial Closing Date and shall consist of the Initial Series A Notes, the Initial Series B Notes and the Initial Series C Notes. The number of Series of Notes that may be issued in accordance with this Indenture is limited as set forth in this Section 2.01(a). Any Series of Refinancing Notes shall be designated as “Series A”, “Series B” or “Series C”, in the same Series as the Notes being refinanced by such Refinancing Notes.
Interest at the Stated Rate shall accrue on any Notes from the relevant issuance date of such Note and shall be computed for each Interest Accrual Period on the basis of (i) in the case of the


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first Interest Accrual Period and any incomplete Interest Accrual Period, a 360-day year consisting of twelve 30-day months and (ii) otherwise, a 360-day year and one-twelfth of an annual interest payment on the Outstanding Principal Balance of such Notes.
In addition, Step-Up Interest shall accrue on the Initial Notes from the Expected Final Payment Date and shall be computed for each applicable Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months.
Any amount of Redemption Premium on any Notes not paid when due shall, to the fullest extent permitted by Applicable Law, bear interest at an interest rate per annum equal to the Stated Rate for such Notes from the date when due until such amount is paid or duly provided for, payable on the next succeeding Payment Date, subject to the availability of the Available Collections therefor in accordance with the priority of payments under Section 3.09.
(b)    There shall be issued and delivered and authenticated on the Initial Closing Date (or, in the case of a Refinancing, on the date on which the Refinancing Notes relating to such Refinancing were issued), to each of the Holders, Notes in the principal amounts and maturities and bearing the interest rates, set forth therein, substantially in the form set forth in Exhibit A-1, A-2 or A-3 (as applicable) to this Indenture or in any indenture supplemental hereto, with such appropriate insertions, legends, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Notes may be listed, to comply with the rules of the Depositary, or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Signatory Trustee executing such Notes, such determination by the Signatory Trustee to be evidenced by his or her execution of the Notes.
Definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, or to comply with the rules of the Depositary, all as determined by the Signatory Trustee executing such Notes, as evidenced by his or her execution of such Notes.
Each Series of Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form (“Rule 144A Global Notes”) without interest coupons and with such applicable legends as are provided for in Section 2.02, substantially in the form set forth in Exhibit A-1, A-2 or A-3 (as applicable) to this Indenture or in any indenture supplemental hereto registered in the name of Cede & Co., as nominee of the Depositary, deposited with the Depositary or a custodian therefor in accordance with the Applicable Procedures and duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.
Each Series of Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Notes in registered form without interest coupons and with such applicable legends as are provided for in Section 2.02, substantially in the form set forth in Exhibit A-1, A-2 or A-3 (as applicable) to this Indenture or in


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any indenture supplemental hereto, registered in the name of Cede & Co., as nominee of the Depositary, deposited with the Depositary or a custodian therefor in accordance with the Applicable Procedures and duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Until the 40th day after the later of the commencement of the offering of any series of Notes (including any Refinancing Notes) initially issued in the form of a Regulation S Temporary Global Note or the Initial Closing Date (or, in the case of a Refinancing, on the date on which the Refinancing Notes relating to such Refinancing were issued), interests in such Regulation S Temporary Global Note may be held only through Participants acting for and on behalf of Euroclear and Clearstream. The Restricted Period will be terminated upon the receipt by the Trustee of any certifications required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, which certifications may be (but need not be) provided in accordance with the Applicable Procedures, which certifications or Applicable Procedures the Trustee shall have no duty to monitor or confirm compliance with; provided that, if no such certifications are required, then the Restricted Period shall terminate on the last day thereof. Following the termination of the applicable Restricted Period, Beneficial Interests in the Regulation S Temporary Global Note shall be exchanged for Beneficial Interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. If the Issuer shall be required to issue a Regulation S Permanent Global Note in place of a Regulation S Temporary Global Note, simultaneously with the authentication by the Trustee of the Regulation S Permanent Global Note pursuant to Issuer order, the Trustee shall cancel the Regulation S Temporary Global Note in accordance with its customary procedures and the Applicable Procedures in effect from time to time.
The Outstanding Principal Balance of each Rule 144A Global Note may from time to time be increased or decreased by adjustments made by the Trustee on the applicable Global Note or on the records of the Trustee as hereinafter provided in accordance with the instructions and the Applicable Procedures of the Depositary. The Outstanding Principal Balance of each Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Trustee on the applicable Global Note or on the records of the Trustee as hereinafter provided in accordance with the instructions and the Applicable Procedures of the Depositary.
(c)    On the date of any Refinancing, the Issuer shall issue and deliver as provided in Section 2.10 an aggregate principal amount of Refinancing Notes having the maturities and bearing the interest rates and such other terms authorized by one or more Trustee Resolutions or in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, in each case in accordance with Section 2.10.
(d)    The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of a Signatory Trustee.
(e)    Each Note bearing the manual or facsimile signature of any individual who was at the time such Note was executed a Signatory Trustee shall bind the Issuer, notwithstanding that any such individual has ceased to hold such office prior to the authentication and delivery of such Note or any payment thereon.
(f)    At any time and from time to time after the execution of any Notes, the Issuer may deliver such Notes to the Trustee for authentication and, subject to the provisions of


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clause (g) below, the Trustee shall authenticate such Notes by manual or facsimile signature upon receipt by it of an Officer’s Certificate of the Issuer certifying that all conditions precedent in connection with the issuance of such Notes have been satisfied and directing the Trustee to authenticate such Notes. The Notes shall be authenticated on behalf of the Trustee by any Responsible Officer of the Trustee.
(g)    No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in clause (d) above and authenticated by or on behalf of the Trustee as provided in clause (f) above. Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.
(h)    The Issuer shall execute and the Trustee shall, in accordance with this Section 2.01(h) and at the written direction of the Issuer, authenticate the Global Notes and retain the Global Notes as custodian for and on behalf of the Depositary. Upon deposit with the Trustee of each Global Note authenticated by the Trustee, the Depositary shall credit, on its internal system, the respective principal amounts of individual Beneficial Interests to the accounts of the beneficial owners thereof or their respective custodians or nominees who have accounts with the Depositary. Ownership of Beneficial Interests will be limited to Participants or Persons who hold Beneficial Interests through Participants. Ownership of Beneficial Interests will be shown on, and the transfer of that ownership will be effected only through, records maintained in book-entry form by the Depositary (with respect to interests of Participants) and the records of Participants (with respect to interests of Persons other than Participants).
Participants shall have no rights under this Indenture with respect to any Beneficial Interest in a Global Note held on their behalf by the Depositary. The Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever (except to the extent otherwise provided herein). Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a Beneficial Interest in any Global Note. The Depositary, as a Holder, may grant proxies and otherwise authorize any Person, including its Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.
Section 2.02    Restrictive Legends. (a) Each Global Note and, except as provided in Section 2.12(f), each Definitive Note (and all Notes issued in exchange therefor or upon registration of transfer or substitution thereof), except as provided in Section 2.12(f), shall bear the following legends (in addition to any other applicable legends or restrictions):
NEITHER THIS NOTE, NOR ANY INTEREST HEREIN HAS BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY IN ANY


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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.

JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER OR BENEFICIAL OWNER OF AN INTEREST HEREIN (i) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QUALIFIED INSTITUTIONAL BUYER”) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND HAS ACQUIRED THIS NOTE OR AN INTEREST HEREIN IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE OR AN INTEREST HEREIN IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”); (ii) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE OR AN INTEREST HEREIN EXCEPT (A) TO WILLIS ENGINE STRUCTURED TRUST V (THE “ISSUER”) OR ANY OF ITS AFFILIATES (AS DEFINED IN RULE 501(b) OF REGULATION D), (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (C) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH OF THE CASES (A) THROUGH (E) ABOVE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (iii) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFER IS PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSONS” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S. THE AMENDED AND RESTATED TRUST INDENTURE (THE “INDENTURE”) DATED AS OF MARCH 3, 2020, AMONG THE ISSUER, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE AND OPERATING BANK, WILLIS LEASE FINANCE CORPORATION, AS ADMINISTRATIVE AGENT AND BANK OF AMERICA, N.A., AS THE INITIAL LIQUIDITY FACILITY PROVIDER CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR AN INTEREST HEREIN IN VIOLATION OF THE FOREGOING RESTRICTIONS.


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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.

BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED (OR IN THE CASE OF A DEFINITIVE NOTE WILL BE REQUIRED TO REPRESENT, WARRANT AND AGREE) THAT EITHER: (A) NO ASSETS OF (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A PLAN SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR OTHER NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (IV) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT, HAVE BEEN USED TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN; OR (B) IT IS ACQUIRING A SERIES A NOTE OR SERIES B NOTE AND THE ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST HEREIN BY THE HOLDER DO NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW, AS APPLICABLE.
EACH HOLDER AND BENEFICIAL OWNER OF A NOTE, BY THE ACCEPTANCE OF SUCH NOTE OR ACQUISITION OF ANY BENEFICIAL INTEREST THEREIN, COVENANTS AND AGREES, FOR THE BENEFIT OF THE ISSUER, TO THE EXTENT IT IS LEGALLY ABLE TO DO SO, TO PROVIDE TO THE ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION, INFORMATION OR CERTIFICATION (INCLUDING, BUT NOT LIMITED TO, INTERNAL REVENUE SERVICE FORMS W-8BEN,W-8BEN-E, W-8IMY, W-8ECI, W-8EXP AND W-9 (OR ANY SUCCESSOR FORMS)) AS (1) WOULD REDUCE OR ELIMINATE (I) ANY TAXES PAYABLE BY, OR WITHHELD WITH RESPECT TO AMOUNTS PAYABLE TO, THE ISSUER OR ANY OTHER ISSUER GROUP MEMBER OR (II) WITHHOLDING TAXES IMPOSED ON ANY AMOUNT PAYABLE BY THE TRUSTEE OR ANY AMOUNT PAID OR PAYABLE BY THE ISSUER UNDER THIS INDENTURE AND/OR (2) MAY BE HELPFUL (AS REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE EACH IN ITS SOLE DISCRETION) FOR THE TRUSTEE OR THE ISSUER TO SATISFY ITS OBLIGATIONS RELATING TO FATCA, WITHHOLDING (INCLUDING BACKUP WITHHOLDING) AND INFORMATION REPORTING UNDER THE CODE AND ANY OTHER APPLICABLE LAW.
EACH HOLDER AND BENEFICIAL OWNER OF A NOTE, BY THE ACCEPTANCE OF SUCH NOTE OR ACQUISITION OF ANY BENEFICIAL INTEREST THEREIN, COVENANTS AND AGREES, FOR THE BENEFIT OF THE ISSUER, (I) AT THE TIME OR TIMES PRESCRIBED BY APPLICABLE LAW FOLLOWING A REASONABLE WRITTEN REQUEST BY THE ADMINISTRATIVE AGENT, THE ISSUER OR THE


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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.

TRUSTEE OR THEIR AGENTS, TO OBTAIN AND PROVIDE THE ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE, THE FATCA RESPONSIBLE OFFICER OR THEIR AGENTS WITH INFORMATION OR DOCUMENTATION RELATING TO SUCH PERSON, AND TO UPDATE OR CORRECT SUCH INFORMATION OR DOCUMENTATION, AS IS NECESSARY OR HELPFUL (IN THE GOOD FAITH SOLE DETERMINATION OF THE ISSUER, THE TRUSTEE OR THEIR AGENTS AS APPLICABLE) FOR THE ISSUER, ANY OTHER ISSUER GROUP MEMBER AND THE TRUSTEE, OR THEIR AGENTS, TO COMPLY WITH THEIR OBLIGATIONS UNDER FATCA, AND (II) THAT THE ISSUER, ANY OTHER ISSUER GROUP MEMBER, THE TRUSTEE AND/OR THE FATCA RESPONSIBLE OFFICER MAY (1) PROVIDE SUCH INFORMATION AND DOCUMENTATION AND ANY OTHER INFORMATION CONCERNING AN INVESTMENT IN THE NOTES TO THE UNITED STATES INTERNAL REVENUE SERVICE AND ANY OTHER RELEVANT TAXING AUTHORITY AND (2) TAKE SUCH OTHER STEPS AS THEY DEEM NECESSARY OR HELPFUL TO COMPLY WITH THEIR OBLIGATIONS (OR THE OBLIGATIONS OF ANY OTHER ISSUER GROUP MEMBER) UNDER FATCA.
(b)    Each Global Note shall also bear the following legend:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.
[Insert for each Note that is not subject to the rules for contingent payment debt, but in the case of a Series A Note, only if such Series A Note is issued with more than de minimis OID, as determined under U.S. federal income tax principles.] [THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE CODE. FOR INFORMATION REGARDING THE ISSUE DATE, ISSUE PRICE, YIELD TO MATURITY AND AMOUNT OF OID, PLEASE CONTACT WILLIS LEASE FINANCE CORPORATION, 4700 LYONS TECHNOLOGY PARKWAY, COCONUT CREEK, FLORIDA 33073, ATTENTION: GENERAL COUNSEL.]


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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.

[In lieu of the prior OID legend, insert for any Series of Notes treated as subject to the rules for contingent payment debt for U.S. federal income tax purposes] [THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE IS SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY REGULATION SECTION 1.1275-4. FOR INFORMATION REGARDING THE ISSUE PRICE, THE ISSUE DATE, THE COMPARABLE YIELD AND THE PROJECTED PAYMENT SCHEDULE FOR THIS NOTE, HOLDERS SHOULD SUBMIT A WRITTEN REQUEST TO THE ISSUER C/O WILLIS LEASE FINANCE CORPORATION, 4700 LYONS TECHNOLOGY PARKWAY, COCONUT CREEK, FLORIDA 33073, ATTENTION: GENERAL COUNSEL.]
THE HOLDER AND EACH BENEFICIAL OWNER OF THIS NOTE COVENANTS AND AGREES THAT IT WILL TREAT THIS NOTE AS DEBT FOR U.S. FEDERAL INCOME TAX PURPOSES AND WILL NOT TAKE ANY ACTION CONTRARY TO SUCH CHARACTERIZATION, INCLUDING, WITHOUT LIMITATION, FILING ANY TAX RETURNS OR FINANCIAL STATEMENTS INCONSISTENT THEREWITH.
(c)    Each Regulation S Temporary Global Note shall bear the following legend:
PRIOR TO THE EXPIRATION OF A RESTRICTED PERIOD ENDING ON THE EXPIRATION OF THE 40-DAY “DISTRIBUTION COMPLIANCE PERIOD” (AS DEFINED IN RULE 902(F) OF REGULATION S) OR SUCH LATER DATE AS THE ISSUER MAY NOTIFY TO THE TRUSTEE, THIS NOTE, OR ANY BENEFICIAL INTEREST HEREIN, MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED EXCEPT (A) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S OR (B) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
(d)    Each Definitive Note shall also bear the following legend:
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AND THE OTHER RESTRICTIONS CONTAINED IN THE INDENTURE.
[Insert for each Note that is not subject to the rules for contingent payment debt, but in the case of a Series A Note, only if such Series A Note is issued with more than de minimis OID, as determined under U.S. federal income tax principles.] [THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE CODE. FOR INFORMATION REGARDING THE ISSUE DATE, ISSUE PRICE, YIELD TO MATURITY AND AMOUNT OF OID, PLEASE CONTACT WILLIS LEASE


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FINANCE CORPORATION, 4700 LYONS TECHNOLOGY PARKWAY, COCONUT CREEK, FLORIDA 33073, ATTENTION: GENERAL COUNSEL.]
[In lieu of the prior OID legend, insert for any Series of Notes treated as subject to the rules for contingent payment debt for U.S. federal income tax purposes] [THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE IS SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY REGULATION SECTION 1.1275-4. FOR INFORMATION REGARDING THE ISSUE PRICE, THE ISSUE DATE, THE COMPARABLE YIELD AND THE PROJECTED PAYMENT SCHEDULE FOR THIS NOTE, HOLDERS SHOULD SUBMIT A WRITTEN REQUEST TO THE ISSUER C/O WILLIS LEASE FINANCE CORPORATION, 4700 LYONS TECHNOLOGY PARKWAY, COCONUT CREEK, FLORIDA 33073, ATTENTION: GENERAL COUNSEL.]
THE HOLDER AND EACH BENEFICIAL OWNER OF THIS NOTE COVENANTS AND AGREES THAT IT WILL TREAT THIS NOTE AS DEBT FOR U.S. FEDERAL INCOME TAX PURPOSES AND WILL NOT TAKE ANY ACTION CONTRARY TO SUCH CHARACTERIZATION, INCLUDING, WITHOUT LIMITATION, FILING ANY TAX RETURNS OR FINANCIAL STATEMENTS INCONSISTENT THEREWITH.
(e)    Each Series A Note shall also bear the following legend:
BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE AGREED AND ACKNOWLEDGED THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE HOLDERS OF THE SERIES B NOTES, THE HOLDERS OF THE SERIES C NOTES AND THE CERTIFICATE HOLDERS WILL HAVE THE RIGHT TO PURCHASE ALL SERIES A NOTES ISSUED UNDER THE INDENTURE TO WHICH THIS NOTE RELATES, INCLUDING THIS NOTE, IN ACCORDANCE WITH THE TERMS OF SECTION 4.13, 4.14 OR 4.15, AS APPLICABLE, OF THE INDENTURE TO WHICH THIS NOTE RELATES.
(f)    Each Series B Note shall also bear the following legend:
BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE AGREED AND ACKNOWLEDGED THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE HOLDERS OF THE SERIES C NOTES AND THE CERTIFICATE HOLDERS WILL HAVE THE RIGHT TO PURCHASE ALL SERIES B NOTES ISSUED UNDER THE INDENTURE TO WHICH THIS NOTE RELATES, INCLUDING THIS NOTE, IN ACCORDANCE WITH THE TERMS OF SECTION 4.14 OR 4.15, AS APPLICABLE, OF THE INDENTURE TO WHICH THIS NOTE RELATES.
(g)    Each Series C Note shall also bear the following legend:


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BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED (OR IN THE CASE OF A DEFINITIVE NOTE WILL BE REQUIRED TO REPRESENT, WARRANT AND AGREE) THAT, OTHER THAN A PURCHASER ON THE CLOSING DATE THAT HAS EXECUTED AN ERISA CERTIFICATE, NO ASSETS OF (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A PLAN SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR OTHER NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (IV) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT, HAVE BEEN USED TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE INDENTURE, THE ISSUER AND EACH HOLDER OF A SERIES C NOTE AGREES (AND EACH PERSON BY VIRTUE OF ACQUIRING A BENEFICIAL INTEREST IN A SERIES C NOTE (OR BY VIRTUE OF AGREEING TO ACT AS AN AGENT, REPRESENTATIVE OR INTERMEDIARY OF OR WITH RESPECT TO THE HOLDER OF SUCH A BENEFICIAL INTEREST) IS DEEMED TO AGREE) THAT HE, SHE OR IT SHALL NOT MAKE ANY ISSUANCE, DELIVERY, SALE, TRANSFER OR OTHER DISPOSITION OF ANY SERIES C NOTE (OR ANY BENEFICIAL INTEREST IN A SERIES C NOTE), AND ANY ISSUANCE, DELIVERY, SALE, TRANSFER OR OTHER DISPOSITION OF A SERIES C NOTE (OR ANY BENEFICIAL INTEREST IN A SERIES C NOTE) WILL NOT BE EFFECTIVE AND WILL BE VOID AB INITIO, IF IT WOULD RESULT IN THE ISSUER BEING CLASSIFIED AS AN ASSOCIATION (OR A PUBLICLY TRADED PARTNERSHIP) TAXABLE AS A CORPORATION FOR U.S. FEDERAL INCOME TAX PURPOSES. WITHOUT LIMITING THE FOREGOING, EACH HOLDER OF A SERIES C NOTE AGREES (AND EACH PERSON BY VIRTUE OF ACQUIRING A BENEFICIAL INTEREST IN A SERIES C NOTE (OR BY VIRTUE OF AGREEING TO ACT AS AN AGENT, REPRESENTATIVE OR INTERMEDIARY OF OR WITH RESPECT TO THE HOLDER OF SUCH A BENEFICIAL INTEREST) IS DEEMED TO AGREE) THAT HE, SHE OR IT SHALL NOT MAKE ANY TRANSFER, ASSIGNMENT, PARTICIPATION, PLEDGE OR OTHER DISPOSITION OF ANY SERIES C NOTE (OR BENEFICIAL INTEREST IN A SERIES C NOTE), INCLUDING DERIVATIVELY, AND ANY TRANSFER, ASSIGNMENT, PARTICIPATION, PLEDGE OR OTHER DISPOSITION OF A SERIES C NOTE (OR BENEFICIAL INTEREST IN A SERIES C NOTE), INCLUDING DERIVATIVELY, WILL NOT BE EFFECTIVE AND WILL BE VOID AB INITIO, IF SUCH DISPOSITION PURPORTS TO BE A TRADE ON OR THROUGH ANY “ESTABLISHED SECURITIES MARKET” WITHIN THE MEANING OF SECTION 7704(B)(1) OF THE CODE, INCLUDING AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL


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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.

QUOTATIONS. IN ADDITION, NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE IN THE INDENTURE TO THE CONTRARY, THE ISSUER AND EACH HOLDER OF A SERIES C NOTE AGREES (AND EACH PERSON BY VIRTUE OF ACQUIRING A BENEFICIAL INTEREST IN A SERIES C NOTE (OR BY VIRTUE OF AGREEING TO ACT AS AN AGENT, REPRESENTATIVE OR INTERMEDIARY OF OR WITH RESPECT TO THE HOLDER OF SUCH A BENEFICIAL INTEREST) IS DEEMED TO AGREE) THAT HE, SHE OR IT SHALL NOT MAKE ANY ISSUANCE OR TRANSFER OF A SERIES C NOTE (OR ANY BENEFICIAL INTEREST THEREIN), INCLUDING DERIVATIVELY, AND ANY ISSUANCE OR TRANSFER OF A SERIES C NOTE (OR ANY BENEFICIAL INTEREST THEREIN), WILL NOT BE EFFECTIVE AND WILL BE VOID AB INITIO, IF IMMEDIATELY FOLLOWING SUCH ISSUANCE OR TRANSFER, MORE THAN 85 PERSONS IN THE AGGREGATE WOULD HOLD THE SERIES C NOTES (OR BENEFICIAL INTERESTS THEREIN). BY ITS ACQUISITION OF A SERIES C NOTE, EACH HOLDER OF A SERIES C NOTE (EACH A “RELEVANT HOLDER”) REPRESENTS AND WARRANTS (AND BY ITS ACQUISITION OF ANY BENEFICIAL INTEREST IN A SERIES C NOTE, THE HOLDER OF SUCH BENEFICIAL INTEREST (AN “INTEREST HOLDER”) IS DEEMED TO REPRESENT AND WARRANT) TO THE ISSUER THAT, TO THE EXTENT SUCH RELEVANT HOLDER (OR INTEREST HOLDER) IS A PARTNERSHIP, A LIMITED LIABILITY COMPANY OR OTHER ENTITY OR ARRANGEMENT TREATED AS A PARTNERSHIP, A GRANTOR TRUST OR AN “S” CORPORATION, IN EACH CASE FOR U.S. FEDERAL INCOME TAX PURPOSES, (EACH, A “FLOW-THROUGH ENTITY”), (A) NO PERSON OWNS, DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE FLOW-THROUGH ENTITIES, AN INTEREST IN SUCH RELEVANT HOLDER (OR INTEREST HOLDER) SUCH THAT SUBSTANTIALLY ALL (WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.7704-1(H)(3)) OF THE VALUE OF SUCH PERSON’S INTEREST IN SUCH RELEVANT HOLDER (OR INTEREST HOLDER) IS ATTRIBUTABLE TO SUCH RELEVANT HOLDER’S (OR INTEREST HOLDER’S) INVESTMENT IN C NOTES OR OTHER INTERESTS IN THE ISSUER TREATED AS EQUITY FOR U.S. FEDERAL INCOME TAX PURPOSES (OR BENEFICIAL INTERESTS THEREIN) OR (B) IF SUCH A PERSON DOES OWN SUCH AN INTEREST, IT IS NOT A PRINCIPAL PURPOSE OF THE USE OF A TIERED ARRANGEMENT AMONG SUCH PERSON, SUCH RELEVANT HOLDER (OR INTEREST HOLDER), AND THE ISSUER TO PERMIT THE ISSUER TO SATISFY THE 100-PARTNER LIMITATION IN TREASURY REGULATION SECTION 1.7704(H)(1)(II).
EACH HOLDER OF A SERIES C NOTE AND ANY OWNER OF A BENEFICIAL INTEREST IN SUCH SERIES C NOTE (EXCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY INITIAL PURCHASER ACTING IN ITS CAPACITY AS SUCH) REPRESENTS AND AGREES (OR IS DEEMED TO REPRESENT AND AGREE) THAT NEITHER SUCH HOLDER (OR OWNER) NOR ANY OF ITS EXPANDED AFFILIATES (OR, IF IT IS A DISREGARDED ENTITY, THE EXPANDED AFFILIATES OF THE CORPORATION OF WHICH IT IS A BRANCH) OWNS OR WILL THEREAFTER (FOR SO LONG AS SUCH SERIES C NOTE IS OWNED BY THE HOLDER (OR A


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BENEFICIAL INTEREST THEREIN IS OWNED BY SUCH OWNER) OWN ANY NOTES OF A SERIES SENIOR TO SUCH SERIES C NOTE (“SENIOR NOTES”), UNLESS SUCH HOLDER (OR OWNER) HAS (1) RECEIVED A PRIOR EXPRESS WRITTEN WAIVER OF THIS REQUIREMENT FROM THE ISSUER OR ITS AGENTS OR (2) OBTAINED AND PROVIDED TO THE ISSUER AN OPINION OF U.S. TAX COUNSEL TO THE EFFECT THAT, UNDER THEN-EXISTING LAW, SUCH ACQUISITION AND OWNERSHIP OF SENIOR NOTES SHOULD NOT (ASSUMING SOLELY FOR THIS PURPOSE THAT THE SERIES C NOTES ARE TREATED FOR U.S. FEDERAL INCOME TAX PURPOSES AS EQUITY) CAUSE SECTION 385 OF THE CODE, AND ANY PROPOSED, TEMPORARY, OR FINAL REGULATIONS OF THE U.S. DEPARTMENT OF TREASURY PROMULGATED THEREUNDER, TO APPLY TO SUCH NOTES SO AS TO CAUSE ANY SUCH SENIOR NOTES TO BE RECLASSIFIED AS EQUITY FOR U.S. FEDERAL INCOME TAX PURPOSES.
BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE AGREED AND ACKNOWLEDGED THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE CERTIFICATE HOLDERS WILL HAVE THE RIGHT TO PURCHASE ALL SERIES C NOTES ISSUED UNDER THE INDENTURE TO WHICH THIS NOTE RELATES, INCLUDING THIS NOTE, IN ACCORDANCE WITH THE TERMS OF SECTION 4.15 OF THE INDENTURE TO WHICH THIS NOTE RELATES.
Section 2.03    Registrar and Paying Agent. (a) With respect to each Series of Notes, there shall at all times be maintained an office or agency in the location set forth in clause (a) of the definition of Corporate Trust Office, in the case of the Trustee, where such Notes may be presented or surrendered for registration of transfer or for exchange (each, a “Registrar”) and for payment thereof (each, a “Paying Agent”) and where notices and demands in respect of the payment of such Notes may be served. For so long as a Series of Notes are listed on any stock exchange, the Issuer shall appoint and maintain a Paying Agent in respect of such Series and a listing agent in the jurisdiction in which such stock exchange is located. The Issuer shall cause the Registrar of such Series (acting as agent of the Issuer, solely for U.S. federal income tax purposes) to keep a register of each registered holder of each Note in such Series, of the increase and decrease thereof, and of their transfer and exchange, as well as the Outstanding Principal Balance of, each Outstanding Note (which, absent manifest error, shall be conclusive evidence of the Outstanding Principal Balance of, each Outstanding Note) (the “Register”). Written notice of any change of location of such office or agency shall be given by the Trustee to the Issuer and the Holders of such Series. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee, who shall act as the Registrar.
(b)    Each Authorized Agent shall be a bank, corporation or trust company organized and doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, with a combined capital and surplus of at least $250,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and


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unconditionally Guaranteed by a corporation organized and doing business under the laws of the United States of America, any state or territory thereof or of the District of Columbia and having a combined capital and surplus of at least $250,000,000) and shall be authorized under the laws of the United States of America or any state or territory thereof to exercise corporate trust powers, subject to supervision by federal or state authorities, as applicable (such requirements, the “Eligibility Requirements”). The Trustee shall initially be the Paying Agent and Registrar hereunder with respect to each Series of Notes. Each Registrar, other than the Trustee shall furnish to the Trustee, at stated intervals of not more than six months, and at such other times as the Trustee may request in writing, a copy of the Register maintained by such Registrar.
(c)    Any Person into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any Person succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor Person is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor Person.
(d)    Any Authorized Agent may at any time resign by giving Written Notice of resignation to the Trustee and the Issuer. The Issuer may, and at the request of the Trustee shall, at any time terminate the agency of any Authorized Agent by giving Written Notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or if at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Trustee), the Issuer shall promptly appoint one or more qualified successor Authorized Agents, reasonably satisfactory to the Trustee, to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Issuer shall give Written Notice of any such appointment made by it to the Trustee; and in each case the Trustee shall provide notice of such appointment to all Holders of the related Series as their names and addresses appear on the Register.
(e)    The Issuer agrees to pay, or cause to be paid, from time to time to each Authorized Agent reasonable compensation for its services and to reimburse it for its reasonable expenses to be agreed to pursuant to separate agreements with each such Authorized Agent.
Section 2.04    Paying Agent to Hold Money in Trust. The Trustee shall require each Paying Agent other than the Trustee to agree in writing that all moneys deposited with any Paying Agent for the purpose of any payment on the Notes shall be deposited and held in trust for the benefit of the Holders (with regard to payments on the Notes), subject to the provisions of this Section. Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Holders with respect to which such money was deposited.


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The Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.
Section 2.05    Method of Payment. (a) On each Payment Date and each Redemption Date, the Trustee shall, or shall instruct a Paying Agent for each Series to, pay, to the extent of the Available Collections or other amounts therefor transferred to a Series Account of such Series, to the Holders all principal, Redemption Price or Outstanding Principal Balance of, and Interest Amount (and if applicable, Step-Up Interest Amount) on, the Notes of such Series (and such other interest as is payable hereunder in respect of the foregoing); provided that in the event and to the extent receipt of any payment is not confirmed by the Trustee or Paying Agent by 1:00 p.m. (New York City time) on such Payment Date or Redemption Date, distribution thereof shall be made on the Business Day following the Business Day such payment is received. Each payment with respect to any Series of Notes shall be made by the Trustee or Paying Agent to the Holders as of the Record Date for such payment.
(b)    Payments on a Payment Date with respect to (i) any Notes in the form of Global Notes shall be made by wire transfer to or as instructed by the Depositary (which such instructions shall be delivered at least five Business Days before the applicable Payment Date) so long as it is the Holder thereof and (ii) Notes in the form of Definitive Notes shall be made by check mailed to each Holder of a Definitive Note determined on the applicable Record Date, at its address appearing in the applicable Register; alternatively, Holders of Definitive Notes, upon application in writing to the Trustee, not later than the applicable Record Date, may have such payment made by wire transfer to an account designated by such Holder at a financial institution in the United States (or other location agreed by the Trustee); provided that Holders of Definitive Notes having an aggregate principal amount of not less than $1,000,000 shall have such payment made by wire transfer to an account designated by such Holder at a financial institution in the United States (or other location agreed by the Trustee). The final payment with respect to any Global Note or Definitive Note, however, shall be made only upon presentation and surrender of such Note by the Holder or its agent at the Corporate Trust Office or agency of the Trustee or Paying Agent specified in the notice given by the Trustee or Paying Agent with respect to such final payment or in the applicable redemption notice. The Trustee or Paying Agent shall provide such notice of the final payment of each Note to the Holder thereof, specifying the date and amount of such final payment, no later than five Business Days prior to such final payment, except that if the final payment is made in connection with a Redemption or Refinancing on a Redemption Date, notice of such final payment, including the date and amount of such final payment, will be included in the applicable redemption notice.
(c)    Any and all payments and deposits required to be made under this Indenture or the Notes by the Issuer to or for the benefit of a Holder shall, except as otherwise required by Applicable Law, be made free and clear of, and without deduction for any and all present or future Taxes and all liabilities with respect thereto, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority.


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(d)    Upon the request of the Trustee, the Issuer or the Issuer Subsidiaries, the Administrative Agent shall use commercially reasonable efforts to cause each Holder (by reference to the obligations of each Holder and beneficial owner of a Note set forth in Section 2.16) or any other Person to whom the Issuer, the Issuer Subsidiaries, the Trustee, the Security Trustee or the Operating Bank is to make a payment to provide, to the extent such Holder or such Person is legally able to do so, such properly completed and executed documentation, information or certification (including, but not limited to, Internal Revenue Service Forms W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, W-8EXP and W-9 (or any successor forms)) as (i) would reduce or eliminate withholding Taxes (including backup withholding Taxes) imposed on any amount paid or payable to the Issuer or an Issuer Subsidiary or by the Trustee and/or (ii) may be helpful (as reasonably determined by the Issuer, the Issuer Subsidiaries or the Trustee each in its sole discretion) for the Trustee, the Issuer and the Issuer Subsidiaries to satisfy its obligations relating to FATCA, withholding (including backup withholding) and information reporting under the Code and any other Applicable Law. Upon the request of the Trustee, the Issuer or the Issuer Subsidiaries, the Administrative Agent shall direct a tax advisor to provide a written statement to the Trustee, the Issuer or the Issuer Subsidiaries as to the source and character for U.S. federal income Tax purposes of any payment described in the preceding sentence.
(e)    The Trustee shall distribute all amounts deposited in the Series Account for a Series of Notes to the Holders of such Series in proportion to each Holder’s portion of the Outstanding Principal Balance of such Series, unless the Administrative Agent instructs the Trustee otherwise in accordance with the terms of this Indenture.
(f)    Neither the Trustee, the Administrative Agent nor the Paying Agent shall have any duties or obligations in connection with withholding taxes in respect of any non-U.S. jurisdiction, except to make payments in connection therewith in accordance with the written instructions of the Administrative Agent. Notwithstanding the foregoing, in the event that the Administrative Agent is explicitly made aware (based on information and notices provided to it by the Holders and instructions of the Issuer) that the Issuer is required pursuant to Applicable Laws to withhold amounts of payments of interest payable to any Holders, the Administrative Agent shall so notify the Trustee in writing and, for each Payment Date (or other date on which a payment is to be made hereunder) for which such withholding is required, (i) specify the principal, interest and distribution amounts to be distributed to each Holder (allocated by Holder in the case of distributions to the Holders) in the applicable Written Notice, (ii) specify how to apply the amount withheld in the applicable Written Notice, and (iii) provide the Written Notice for each such Payment Date (or other date on which a payment is to be made hereunder) no later than 10:00 a.m. (New York time) four (4) Business Days prior to the relevant Payment Date (or other date on which a payment is to be made hereunder).
(g)    If the Issuer, the Trustee, the Administrative Agent or the Paying Agent determines that any amounts are required under Applicable Law to be withheld from any payment to a Holder, the Issuer, the Trustee, the Administrative Agent or the Paying Agent may withhold such amounts, and any such amounts so withheld shall be treated as having


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been paid to the Person from whom such withholding was made (and for the avoidance of doubt, no additional amounts shall be paid to such Person with respect thereto). The consent of the Holders shall not be required for such withholding.
Section 2.06    Minimum Denomination. The Notes shall be issued and may be transferred or exchanged only in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof.
Section 2.07    Transfer and Exchange; Cancellation.
(a) Certain Transfers and Exchanges. A Global Note and the corresponding Beneficial Interests therein shall only be transferred in accordance with the Applicable Procedures of the Depositary and the circumstances described in this Indenture. All Global Notes will be exchanged by the Issuer for Notes in definitive registered form substantially as set forth in Exhibit A-1, A-2 or A-3 (as applicable) to this Indenture (each, a “Definitive Note”) if (i) the Depositary notifies the Issuer or the Trustee in writing that it is no longer willing or able to properly discharge its responsibilities as depositary with respect to the Global Notes and a successor depositary is not appointed by the Depositary at the request of the Issuer within 90 days of such notice or (ii) after the occurrence of an Event of Default with respect to any Series of Notes the Holders representing a majority of the aggregate Outstanding Principal Balance of such Notes advise the Issuer, the Trustee and the Depositary through the Participants in writing that the continuation of a book-entry system through the Depositary (or a successor thereto) is no longer in the best interests of such Holders; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (a) the expiration of the Restricted Period and (b) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon surrender to the Trustee of the Global Notes of any Series, accompanied by registration instructions from the Holder of such Global Note as provided in this Indenture (and any other documentation reasonably requested by the Trustee), the Issuer shall issue and, upon written instructions of the Issuer, the Trustee shall authenticate and deliver Definitive Notes to the owners of Beneficial Interests therein.
None of the Issuer, the Paying Agent or the Trustee shall be liable for any delay in delivery of such registration instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions as provided in accordance with the terms of this Indenture. Upon the issuance of Definitive Notes of any Series, the Trustee shall recognize the Persons in whose name such Definitive Notes of such Series are registered in the Register as Holders of such Series hereunder. Neither the Issuer nor the Trustee shall be liable if the Trustee or the Issuer is unable to appoint a successor Depositary.
The transfer and exchange of Beneficial Interests in Global Notes shall be effected through the Depositary, in accordance with this Indenture and the Applicable Procedures of the Depositary therefor. The transfer and exchange of Beneficial Interests shall be subject to restrictions on transfer comparable to those set forth in Section 2.12 and elsewhere herein. The Trustee shall have no obligation to ascertain the Depositary’s compliance with any such restrictions on transfer or exchange.


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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.

Any Beneficial Interest in one of the Global Notes of any Series that is transferred to a Person who will hold such Beneficial Interest in the form of an interest in another Global Note of such Series will, upon transfer, cease to be an interest in such first Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Beneficial Interests in such other Global Note for as long as it holds such an interest therein.
Global Notes may also be exchanged or replaced, in whole or in part, as provided in Section 2.08. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof pursuant to Section 2.08 shall be authenticated and delivered in the form of, and shall be, a Global Note in registered form. A Global Note may not be exchanged for another Note other than as provided in Sections 2.07(a) and 2.08.
(b)    Transfer and Exchange of Definitive Notes. A Holder may transfer a Definitive Note only by written application to the Registrar stating the name of the proposed transferee (and, if applicable, by providing any other documentation reasonably requested by the Trustee) and otherwise complying with the terms of this Indenture. No such transfer shall be effective until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register.
Prior to the due presentment for registration of a transfer of a Definitive Note, the Issuer and the Trustee may deem and treat the applicable registered Holder as the absolute owner and holder of such Definitive Note for the purpose of receiving payment of all amounts payable with respect to such Definitive Note and for all other purposes and shall not be affected by any Written Notice to the contrary. The Registrar (if different from the Trustee) shall promptly notify the Trustee and the Trustee shall promptly notify the Issuer of each request for a registration of transfer of a Definitive Note.
When Definitive Notes are presented to the Registrar with a request to register their transfer or to exchange them for Definitive Notes in authorized denominations that equal an aggregate equal principal amount of the exchanged Definitive Notes, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including, in the case of a transfer, that such Definitive Notes are accompanied by a completed transfer notice in the form attached to such Definitive Notes duly executed by the Holder thereof (or by an attorney who is authorized in writing to act on behalf of the Holder)). To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall, upon the written order of the Issuer, authenticate Definitive Notes. Except as set forth in Sections 2.08 and 2.09, no service charge shall be made for any registration of transfer or exchange of any Definitive Notes.
Neither the Registrar nor the Issuer shall be required to exchange or register the transfer of any Definitive Notes as above provided during the 15-day period preceding the Final Maturity Date of any such Notes or during the 15-day period after the first provision of any notice of Redemption of Notes to be redeemed. Neither the Registrar nor the Issuer shall be required to exchange or register the transfer of any Definitive Notes that have been selected, called or are being called for Redemption except, in the case of any Definitive Notes where notice has been given that such Definitive Notes are to be redeemed in part, the portion thereof not so to be redeemed.


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(c)    Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. Each Registrar and Paying Agent shall forward to the Trustee for cancellation any Notes surrendered to them for transfer, exchange, payment or purchase. The Trustee and no one else shall cancel and destroy in accordance with its customary practices in effect from time to time any such Notes, together with any other Notes surrendered to it for registration of transfer, exchange or payment. The Issuer may not issue new Notes (other than Refinancing Notes issued in connection with any Refinancing) to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation.
Section 2.08    Mutilated, Destroyed, Lost or Stolen Notes. If any Definitive Note or Global Note shall become mutilated, destroyed, lost or stolen, the Issuer shall, upon the written request of the Holder thereof and presentation of such Note or satisfactory evidence of destruction, loss or theft thereof to the Trustee or Registrar, issue, and the Trustee shall authenticate and the Trustee or Registrar shall deliver in exchange therefor or in replacement thereof, a new Definitive Note or Global Note of the same Series, payable to such Holder in the same principal amount, of the same maturity, with the same payment schedule, bearing the same interest rate and dated the date of its authentication. If the Definitive Note or Global Note being replaced has become mutilated, such Note shall be surrendered to the Trustee or the Registrar and forwarded to the Issuer by the Trustee or the Registrar. If the Definitive Note or Global Note being replaced has been destroyed, lost or stolen, the Holder thereof shall furnish to the Issuer, the Trustee or the Registrar (a) such security or indemnity as may be required by them to hold the Issuer, the Trustee and the Registrar harmless and (b) evidence satisfactory to the Issuer, the Trustee and the Registrar of the destruction, loss or theft of such Definitive Note or Global Note and of the ownership thereof, provided that the requirements of this sentence with respect to any Holder that is a QIB shall be satisfied by delivery of an indemnity of such Holder in form and substance satisfactory to the Trustee and an affidavit of such Holder as to the destruction, loss or theft. The Holder(s) will be required to pay any Tax or other governmental charge imposed in connection with such exchange or replacement and any other expenses (including the fees and expenses of the Trustee and the Registrar) connected therewith.
Section 2.09    Payments of Transfer Taxes. Upon the transfer of any Note or Notes pursuant to Section 2.07, the Issuer or the Trustee may require from the party requesting such new Note or Notes payment of a sum to reimburse the Issuer or the Trustee for, or to provide funds for the payment of, any transfer tax or similar governmental charge payable in connection therewith.
Section 2.10    Refinancing. (a) Subject to the next succeeding two sentences, paragraphs (b), (c) and (d) below and Section 5.02(c)(ii), the Issuer may issue Refinancing Notes pursuant to this Indenture, the proceeds of which shall be used to fund a refinancing of a previously issued Series of Notes. Each refinancing of any such Series of Notes with the proceeds of an offering of Refinancing Notes (a “Refinancing”) shall be authorized pursuant to one or more Trustee Resolutions and shall be effected only following a Rating Agency Confirmation (unless all of the Notes of each Series then rated by the Rating Agencies will be refinanced in such Refinancing) and upon obtaining the prior written consent of the Initial Liquidity Facility Provider (unless a Liquidity Facility Non-Consent Event has occurred or will occur at the time of, or immediately after giving effect to, such Refinancing), such consent not to be unreasonably withheld or delayed; provided,


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however, that no Event of Default has occurred and is then continuing or will occur as a result of such Refinancing and the issuance of any Refinancing Notes. Each Refinancing Note shall constitute a “Note” for all purposes under this Indenture, and shall have the class or subclass designation and such further designations added or incorporated in such title as specified in the related Trustee Resolutions, in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be.
(b)    A Refinancing of any Series of Notes in whole may occur on any Business Day after the Initial Closing Date and shall be effected as an Optional Redemption pursuant to Section 3.11(a). No partial Refinancing of any Series of Notes shall be permitted. On the date of any Refinancing, the Issuer shall issue and sell an aggregate principal amount of Refinancing Notes in an amount at least equal to the Redemption Price of the Notes being refinanced thereby (including any accrued and unpaid interest) plus the Refinancing Expenses relating thereto and any amount to be deposited in any Cash Collateral Account for such Refinancing Notes. The proceeds of each sale of Refinancing Notes shall be used to make the deposit required by Section 3.11(d), to pay such Refinancing Expenses, to fund any such Cash Collateral Account and for such other purposes as may be specified in the Trustee Resolution.
(c)    Each Refinancing Note shall contain such terms as may be established in or pursuant to the related Trustee Resolution (subject to Section 2.01), in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below, and shall have the same ranking pursuant to Section 3.09 hereof with respect to all other obligations hereunder as to such Series to which such Refinancing Notes belong. Prior to any Refinancing, any or all of the following, as applicable, with respect to the related issue of Refinancing Notes shall have been determined by the Issuer and set forth in one or more Trustee Resolutions, or in any indenture supplemental hereto or specified in the form of such Notes, as the case may be:
(i)    the Series of Notes to be refinanced by such Refinancing Notes; and
(ii)    with respect to each Series of Refinancing Notes to be issued:
(A)    the aggregate principal amount of such Refinancing Notes that may be issued;
(B)    the proposed date of such Refinancing;
(C)    the Expected Final Payment Date, if applicable, and the Final Maturity Date of such Refinancing Notes;
(D)    whether such Refinancing Notes are to have the benefit of any Eligible Credit Facility and, if so, the amount and other terms thereof and/or the existence of any Cash Collateral Account and/or any increase in the Required Amount for any Cash Collateral Account;


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(E)    the rate at which such Refinancing Notes shall bear interest or the method by which such rate shall be determined;
(F)    if other than denominations of $250,000 or higher integral multiples of $1,000 (with respect to Notes), the denomination or denominations in which such Refinancing Notes shall be issuable;
(G)    whether beneficial owners of interests in any such permanent global Refinancing Note may exchange such interests for Refinancing Notes under which any such exchanges may occur, if other than in the manner provided in Section 2.07, and the circumstances under which and the place or places where any such exchanges may be made and the identity of any initial depositary therefor if not the Depositary;
(H)    the Series of Notes to which such Refinancing Notes belong; and
(I)    any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to such Refinancing Notes (which terms shall comply with Applicable Law and not be inconsistent with the requirements or restrictions of this Indenture, including Section 5.02(c)(ii)).
If any of the terms of any issue of Refinancing Notes are established by action taken pursuant to one or more Trustee Resolutions, such Trustee Resolutions shall be delivered by the Issuer to the Trustee setting forth the terms of such Refinancing Notes.
(d)    In connection with any Refinancing of Notes, the Issuer shall pay to all parties to the Related Documents all reasonable costs and expenses related thereto.
Section 2.11    [Reserved].
Section 2.12    Special Transfer Provisions. (a) Certain Transfers and Exchanges of Beneficial Interests. In connection with all transfers and exchanges of a Beneficial Interest in a Global Note for a Definitive Note, the transferor of such Beneficial Interest must deliver to the Trustee either (i) (A) instructions given in accordance with the Applicable Procedures from a Participant directing the Depositary to credit or cause to be credited a Beneficial Interest corresponding to the specified Global Note in an amount equal to the Beneficial Interest to be transferred or exchanged, (B) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase in connection with such transfer or exchange and (C) instructions given by the Depositary to effect the transfer referred to in (i)(A) and (i) (B) above or (ii) (A) instructions given in accordance with Applicable Procedures from a Participant directing the Depositary to direct the Trustee to cause to be issued a Definitive Note by means of the process set forth in Section 2.07(a) (if permitted pursuant to Section 2.07) in an amount equal to the Beneficial Interest to be transferred or exchanged and


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(B) instructions given by the Holder of the Beneficial Interest in such Global Note to effect the transfer referred to in (ii)(A) above.
(b)    Transfer of Beneficial Interests in the Same Global Note. Beneficial Interests in a Global Note may be transferred to Persons who will hold such Beneficial Interest in the same Global Note in accordance with the transfer restrictions set forth in the Restrictive Legend and the Applicable Procedures.
(c)    Transfer of Beneficial Interests to Another Global Note. Beneficial Interests in one of the Global Notes may be transferred to Persons who will hold such Beneficial Interest in another Global Note subject to the following:
(i)    If a Holder of a Beneficial Interest in a Rule 144A Global Note deposited with the Depositary wishes at any time to exchange its Beneficial Interest in such Rule 144A Global Note for a Beneficial Interest in the Regulation S Global Note, or to transfer its Beneficial Interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a Beneficial Interest in the corresponding Regulation S Global Note, the transferor of such Beneficial Interest must deliver to the Trustee (A) written instructions given in accordance with the Applicable Procedures from a Participant directing the Trustee, as Registrar, to cause to be credited a Beneficial Interest in the corresponding Regulation S Global Note in an amount equal to the Beneficial Interest in the Rule 144A Global Note to be exchanged or transferred, but not less than the minimum denomination applicable to Notes held through such Regulation S Global Note, (B) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account of the Depositary and, in the case of a transfer or exchange pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase and (C) a certificate in the form of Exhibit F hereto, including the certifications in item (2) thereof. The Trustee, as Registrar, will instruct the Depositary to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the corresponding Regulation S Global Note by the aggregate principal amount of the Beneficial Interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a Beneficial Interest in such Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.
(ii)    If a Holder of a Beneficial Interest in a Regulation S Global Note deposited with the Depositary wishes at any time to exchange its Beneficial Interest in such Regulation S Global Note for a Beneficial Interest in the Rule 144 A Global Note or to transfer its Beneficial Interest in such Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a Beneficial Interest in the corresponding Rule 144A Global Note, the transferor of such Beneficial Interest must deliver to the Trustee (A) written instructions from Euroclear and Clearstream or the Depositary, as the case may be, directing the Trustee, as Registrar, to cause to


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be credited a Beneficial Interest in the corresponding Rule 144A Global Note in an amount equal to the Beneficial Interest in the Regulation S Global Note to be exchanged or transferred but not less than the minimum denomination applicable to Notes held through such Rule 144A Global Notes, such instructions to contain information regarding the Participant account with the Depositary to be credited with such increase and (B) prior to or on the 40th day after the later of the commencement of the offering of the Notes and the Initial Closing Date (or, in the case of a Refinancing, on the date on which the Refinancing Notes relating to such Refinancing were issued) (the “Restricted Period”), a certificate in the form of Exhibit F hereto, including the certifications in item (1) thereof. After the expiration of the Restricted Period the certification requirements of this clause (ii)(B) will no longer apply to such transfers. The Trustee, as Registrar, will instruct the Depositary to reduce the principal amount of the Regulation S Global Note and to increase the principal amount of the corresponding Rule 144A Global Note by the aggregate principal amount of the Beneficial Interest in the Regulation S Global Note to be transferred or exchanged and to credit or cause to be credited to the account of the Person specified in such instructions a Beneficial Interest in such Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note.
(d)    Notation by the Trustee of Transfer of Beneficial Interests Among Global Notes. Upon satisfaction of the requirements for transfer of Beneficial Interests pursuant to paragraphs (a) and (c) above, the Depositary shall present to the Trustee (x) the relevant Global Note from which the Beneficial Interests are being transferred to reduce the principal amount of such Global Note and (y) the relevant Global Note to which the Beneficial Interests are being transferred to increase the principal amount of such Global Note, in each case, by the principal amount of such Beneficial Interests being transferred (and an appropriate notation shall be made thereon by the Trustee). The Trustee shall then promptly deliver appropriate instructions to the Depositary to reduce or reflect on its records a reduction of the Beneficial Interests, if any, in the Global Note from which the Beneficial Interests are being transferred by the principal amount of such Beneficial Interests, if any, and the Trustee shall promptly deliver appropriate instructions to the Depositary concurrently with such reduction, to increase or reflect on its records an increase of the Beneficial Interests, if any, in the Global Note to which Beneficial Interests are being transferred by the principal amount of such Beneficial Interests, and to credit or cause to be credited to the account of the Participant specified in the instructions delivered by the transferor of such Beneficial Interests pursuant to paragraph (a) of this Section 2.12 the Beneficial Interests being transferred.
(e)    Exchange of Beneficial Interests for Definitive Notes. Any Definitive Note delivered in exchange for a Beneficial Interest corresponding to a Rule 144A Global Note or Regulation S Global Note, as the case may be, pursuant to this Indenture and Section 2.07(a) shall, except as otherwise provided by paragraph (f) of this Section 2.12, bear the Restrictive Legend set forth in Section 2.02.


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(f)    Restrictive Legend. Upon the transfer, exchange or replacement of Definitive Notes not bearing the Restrictive Legend, the Registrar shall deliver Definitive Notes that do not bear the Restrictive Legend. Upon the transfer, exchange or replacement of Definitive Notes bearing the Restrictive Legend, the Registrar shall deliver only Definitive Notes that bear the Restrictive Legend unless, in the case of Initial Notes, there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.
(g)    General. By its acceptance of any Note bearing the Restrictive Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Restrictive Legend and agrees that it will transfer such Note only as provided in this Indenture and in such Note. By its acceptance of a Beneficial Interest corresponding to any Global Note, each such owner acknowledges the restrictions on transfer of such Beneficial Interest set forth in this Indenture and agrees that it will transfer such Beneficial Interest only as set forth in this Indenture. The Registrar shall not register a transfer of any Definitive Note unless such transfer complies with the restrictions on transfer of such Definitive Note set forth in this Indenture. In connection with any transfer of Notes or Beneficial Interests corresponding thereto, each Holder or owner thereof agrees by its acceptance of such Notes or such Beneficial Interests to furnish the Trustee or the Depositary, as the case may be, the certifications and legal opinions described herein to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Trustee or Depositary, as the case may be, shall not be required to determine (but may rely on a determination made by the Issuer with respect to) the sufficiency of any such certifications or legal opinions.
(h)    Transfers of Global Notes. Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.
None of the Registrar, the Paying Agent or the Trustee shall be liable for any delivery of any instructions and each many conclusively rely on, and shall be fully protected in relying on, any registration instructions. Upon the issuance of Definitive Notes of any Series, the Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Holders hereunder. The Trustee shall not be liable if the Issuer is unable to locate a qualified successor Depositary.
The Trustee shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.12 in accordance with its customary procedures. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time during normal business hours upon the giving of reasonable Written Notice to the Trustee.
Notwithstanding anything to the contrary contained herein, neither the Trustee nor any Authorized Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect


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to any transfer of any interest in any Note (including any transfers between or among participants or indirect participants in any Global Note or any restrictions on transfer imposed under Section 2.16) other than, in the case of a transfer of a Note to a new Holder, to require delivery of such certificates and other documentation or evidence as are expressly required to be delivered to it by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Section 2.13    [Reserved].
Section 2.14    Statements to Holders. (a) On the last Business Day before each Payment Date, the Issuer shall cause the Administrative Agent to deliver to the Trustee and the Controlling Trustees, and the Trustee shall promptly thereafter (but not later than such Payment Date) make available on the Trustee’s Website to each Holder who has registered on the Trustee’s Website and provided proof of its ownership of the Notes to the Trustee (each such Holder a “Certified Holder”), the Initial Liquidity Facility Provider, each Rating Agency and the Eligible Hedge Counterparties (or shall instruct the Paying Agent to distribute to such Persons), a written report signed by a Responsible Officer of the Administrative Agent, substantially in the form attached as Exhibit E-1 hereto prepared by the Administrative Agent and setting forth the information described therein (each, a “Monthly Report”). In addition, the Issuer shall cause the Administrative Agent to deliver a copy of each Monthly Report to Intex Solutions, Inc. The Issuer shall cause the Administrative Agent to deliver a copy of the Annual Budget for each year with the Monthly Report for January in such year, and the Trustee shall include a copy of such Annual Budget with the Monthly Report for January made available on the Trustee’s Website to the Certified Holders. The Issuer shall cause the Administrative Agent to deliver to the Trustee, the Controlling Trustees, each Rating Agency, and the Initial Liquidity Facility Provider with the Monthly Report for each June (beginning in 2021), and the Trustee shall make available on the Trustee’s Website with the Monthly Report for each June (beginning in 2021) to the Certified Holders, a written report signed by a Responsible Officer of the Administrative Agent, substantially as described in Exhibit E-2 hereto prepared by the Administrative Agent and setting forth the information described therein (each, an “Annual Report”). The Trustee shall make available on the Trustee’s Website a copy of each Monthly Report and Annual Report to any Certified Holder. The Trustee shall be permitted to change the method by which the Monthly Report or the Annual Report is distributed to Holders in order to make such distribution more convenient and/or more accessible to the Holders. The Trustee shall provide timely and adequate notification to the Holders of any such change. If a Series of Notes is then listed on any stock exchange, the Trustee also shall provide a copy of each Monthly Report and each Annual Report to the applicable listing agent on behalf of such stock exchange if directed to do so by the Administrative Agent.
(b)    The Issuer shall cause the Administrative Agent to deliver, after the end of each calendar year, but not later than the latest date permitted by law, to the Trustee, the Initial Liquidity Facility Provider and the Controlling Trustees, and the Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Holder of Notes during such calendar year, a statement prepared by the Administrative Agent containing the sum of the amounts determined pursuant to Exhibit E-1 hereto with respect to each Series of Notes for such calendar year or, in the event such


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Person was a Holder of Notes during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Administrative Agent and which a Holder shall reasonably request as necessary for the purpose of such Holder’s preparation of its U.S. federal income or other tax returns. So long as any of the Notes are Global Notes held by the Depositary or its nominee, such report and such other items will be prepared on the basis of such information supplied to the Administrative Agent by the Depositary, and will be delivered by the Trustee, when received from the Administrative Agent, to the Depositary and the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information.
(c)    The Issuer shall cause a copy of each statement, report or document described in Section 2.14(a) and Section 6.10 to be concurrently delivered by the Administrative Agent to each Rating Agency and the Servicer.
(d)    Any report required to be delivered to any Person other than the Trustee under this Section 2.14 may be furnished by mail, posting to the Trustee’s Website or other electronic distribution. Any reports distributed by mail to any Holder shall be sent to the address of each such Holder as set forth in the Register. Access to the Trustee’s Website will be password protected. Each Person to whom a report or other information is required to be given pursuant to this Section 2.14 will be required to register at the website, to complete a certification of holdings of Notes, or of its role in this transaction (upon which the Trustee shall be fully protected in relying) and shall be subject to the terms and other restrictions contained on the Trustee’s Website. The Trustee may grant access to its website to the Persons referenced in Section 2.14(a) that appropriately complete such registration and certification process as described in the previous sentence.
(e)    At such time, if any, as the Notes are issued in the form of Definitive Notes, the Trustee shall deliver the information described in Section 2.14(b) to each Holder of a Definitive Note for the relevant period of ownership of such Definitive Note as appears on the records of the Registrar.
(f)    Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Notes and prior to a Refinancing or Redemption (unless the Administrative Agent is required to provide such notice pursuant hereto), the Trustee shall cause notice thereof to be given, so long as such Notes are registered with DTC, Euroclear and/or Clearstream, to DTC, Euroclear and/or Clearstream for communication by them to Holders. If a Series of Notes is listed on a stock exchange, the Trustee shall provide such notices regarding a Refinancing or Redemption of such Series, amendment relating to the terms of such Series or other matters as the Administrative Agent shall direct.
(g)    The Trustee shall be at liberty to sanction some other method of giving notice to the Holders if, in its opinion, such other method is reasonable, having regard to the number


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and identity of the Holders and/or to market practice then prevailing, is in the best interests of the Holders and will comply with the rules of any stock exchange on which any Notes are listed as confirmed by the listing agent for such stock exchange or such other stock exchange (if any) on which the Notes are then listed, and any such notice shall be deemed to have been given on such date as the Trustee may approve; provided that notice of such method is given to the Holders in such manner as the Trustee shall require.
(h)    Notwithstanding the above, any notice to the Holders of any Series of Global Notes shall be validly given by delivery of the relevant notice to the Depositary, Euroclear and/or Clearstream for communication by them to such Holders. Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been met.
Section 2.15    CUSIP and ISIN Numbers. The Issuer in issuing the Notes may use “CUSIP”, “ISIN” or other identification numbers (if then generally in use), and if so, the Trustee shall use CUSIP numbers, ISIN numbers or other identification numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders; provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Notes; provided further, that failure to use “CUSIP”, “ISIN” or other identification numbers in any notice of redemption or exchange shall not affect the validity or sufficiency of such notice.
Section 2.16    Holder Covenants.
(a)    Each Holder and beneficial owner of a Note, by the acceptance of such Note or acquisition of any beneficial interest therein, covenants and agrees, for the benefit of the Issuer, that it will treat such Note as indebtedness for all purposes and will not take any action contrary to such characterization, including filing any tax returns or financial statements inconsistent therewith.
(b)    Each Holder and beneficial owner of a Note, by the acceptance of such Note or acquisition of any beneficial interest therein, covenants and agrees, for the benefit of the Issuer, to the extent it is legally able to do so, to provide to the Administrative Agent, the Issuer or the Trustee such properly completed and executed documentation, information or certification (including, but not limited to, Internal Revenue Service Forms W-8BEN,W-8BEN-E, W-8IMY, W-8ECI, W-8EXP and W-9 (or any successor forms)) as (1) would reduce or eliminate (i) any Taxes payable by, or withheld with respect to amounts payable to, the Issuer or any other Issuer Group Member or (ii) withholding Taxes imposed on any amount payable by the Trustee or any amount paid or payable by the Issuer under this Indenture and/or (2) may be helpful (as reasonably determined by the Administrative Agent, the Issuer or the Trustee each in its sole discretion) for the Trustee or the Issuer to satisfy its obligations relating to FATCA, withholding (including backup withholding) and information reporting under the Code and any other Applicable Law.
(c)    Each Holder and beneficial owner of a Note, by the acceptance of such Note or acquisition of any beneficial interest therein, covenants and agrees, for the benefit of the Issuer, (i) at the time or times prescribed by Applicable Law following a reasonable written request by the


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Administrative Agent, the Issuer or the Trustee or their agents, to obtain and provide the Administrative Agent, the Issuer or the Trustee, the FATCA Responsible Officer or their agents with information or documentation relating to such Person, and to update or correct such information or documentation, as is necessary or helpful (in the good faith sole determination of the Issuer, the Trustee or their agents as applicable) for the Issuer, any other Issuer Group Member and the Trustee, or their agents, to comply with their obligations under FATCA, and (ii) that the Issuer, any other Issuer Group Member, the Trustee and/or the FATCA Responsible Officer may (1) provide such information and documentation and any other information concerning an investment in the Notes to the United States Internal Revenue Service and any other relevant taxing authority and (2) take such other steps as they deem necessary or helpful to comply with their obligations (or the obligations of any other Issuer Group Member) under FATCA.
(d)    Each Holder of a Series C Note covenants, warrants and agrees (and each person by virtue of acquiring a beneficial interest in a Series C Note (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to covenant and agree) that he, she or it:
(i)    shall not make any issuance, delivery, sale, transfer or other disposition of any Series C Note (or any beneficial interest in a Series C Note), and any issuance, delivery, sale, transfer or other disposition of a Series C Note (or any beneficial interest in a Series C Note) will not be effective and will be void ab initio, if it would result in the Issuer being classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes;
(ii)    shall not make any transfer, assignment, participation, pledge or other disposition of any Series C Note (or beneficial interest in a Series C Note), including derivatively, and any transfer, assignment, participation, pledge or other disposition of a Series C Note (or beneficial interest in a Series C Note), including derivatively, will not be effective and will be void ab initio, if such disposition purports to be a trade on or through any “Established Securities Market” within the meaning of section 7704(b)(1) of the Code, including an interdealer quotation system that regularly disseminates firm buy or sell quotations;
(iii)    shall not make any issuance or transfer of a Series C Note (or any beneficial interest therein), including derivatively, and any issuance or transfer of a Series C Note (or any beneficial interest therein), will not be effective and will be void ab initio, if immediately following such issuance or transfer, more than 85 persons in the aggregate would hold the Series C Notes (or beneficial interests therein); and
(iv)    to the extent such Holder (or beneficial interest holder) is a partnership, a limited liability company or other entity or arrangement treated as a partnership, a grantor trust or an “S” corporation, in each case for U.S. federal income tax purposes, (each, a “flow-through entity”), (a) no person owns, directly or indirectly through one or more flow-through entities, an interest in such relevant Holder (or interest holder) such that substantially all (within the meaning of treasury regulation section 1.7704-1(h)(3)) of the value of such person’s interest in such relevant Holder (or interest holder) is


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attributable to such relevant Holder’s (or interest holder’s) investment in Series C Notes or other interests in the Issuer treated as equity for U.S. federal income tax purposes (or beneficial interests therein) or (b) if such a Person does own such an interest, it is not a principal purpose of the use of a tiered arrangement among such person, such relevant Holder (or interest holder), and the Issuer to permit the Issuer to satisfy the 100-partner limitation in Treasury Regulation section 1.7704(h)(1)(ii).
(e)    Each Holder of a Series C Note and any owner of a beneficial interest in such Series C Note (excluding, for the avoidance of doubt, any Initial Purchaser acting in its capacity as such) covenants, warrants and agrees that neither such Holder (or owner) nor any of its expanded affiliates (or, if it is a disregarded entity, the expanded affiliates of the corporation of which it is a branch) owns or will thereafter (for so long as such Series C Note is owned by the Holder (or a beneficial interest therein is owned by such owner) own any Notes of a Series senior to such Series C Note (“Senior Notes”), unless such Holder (or owner) has (1) received a prior express written waiver of this requirement from the Issuer or its agents or (2) obtained and provided to the Issuer an opinion of U.S. tax counsel to the effect that, under then-existing law, such acquisition and ownership of Senior Notes should not (assuming solely for this purpose that the Series C Notes are treated for U.S. federal income tax purposes as equity) cause section 385 of the Code, and any proposed, temporary, or final regulations of the U.S. Department of Treasury promulgated thereunder, to apply to such notes so as to cause any such Senior Notes to be reclassified as equity for U.S. federal income tax purposes.

ARTICLE III
ACCOUNTS; PRIORITY OF PAYMENTS
Section 3.01    Accounts. The Administrative Agent, shall direct the Operating Bank (which may be the Trustee) in writing to establish and maintain on its books and records for the benefit of the Security Trustee on behalf of the Secured Parties all of the following accounts: (i) a collections account (the “Collections Account”), one or more lessee funded accounts as provided in the Administrative Agency Agreement (each, a “Lessee Funded Account”), a security deposit account (the “Security Deposit Account”), an expense account (the “Expense Account”), one account (each, a “Series Account”) for each Series of Notes, an Asset purchase account (the “Asset Purchase Account”), an Asset replacement account (the “Asset Replacement Account”), a liquidity facility reserve account for the Notes (the “Liquidity Facility Reserve Account”), a payment account for the Initial Liquidity Facility (the “Initial Liquidity Payment Account”), a maintenance reserve account (the “Maintenance Reserve Account”), an Asset disposition contribution account (the “Asset Disposition Contribution Account”), an account to accrue amounts during the continuance of a DSCR Cash Trap Event (the “DSCR Cash Trap Account”), a Series C reserve account (the “Series C Reserve Account”) and a hedge termination payment account (the “Hedge Termination Payment Account”), in each case on or before the Initial Closing Date and (ii) thereafter any additional Lessee Funded Accounts, a defeasance/redemption account (the “Defeasance/Redemption Account”), a refinancing account (the “Refinancing Account”), any additional Series Accounts for any Series of Refinancing Notes, and any other Account (including, any Cash Collateral


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Account) the establishment of which is set forth in a Trustee Resolution delivered to the Security Trustee and the Administrative Agent, in each case at such time as is set forth in this Section 3.01 or in such Trustee Resolution, it being understood that certain of the foregoing Accounts were established prior to the Initial Closing Date in connection with the Original Indenture. The Administrative Agent shall also establish and maintain any Lessor Account in accordance with Section 3.01(l). Each Account shall be established and maintained as an Eligible Account in accordance with the terms of, and be subject to, the Security Trust Agreement so as to create, perfect and establish the priority of the security interest of the Security Trustee in such Account and all cash, Investments and other property therein under the Security Trust Agreement and otherwise to effectuate the Security Trust Agreement (except as otherwise provided herein). Each new Account established pursuant to Section 2.04 of the Administrative Agency Agreement shall, when so established, be the Account of such name and purposes for all purposes of this Indenture.
(a)    Eligible Accounts. If, at any time, any Account ceases to be an Eligible Account, the Administrative Agent or an agent thereof shall, subject to the Operating Bank’s account opening procedures, within ten Business Days to the extent practicable, establish a new account meeting the conditions set forth in this Section 3.01 in respect of such Account and transfer any cash or Permitted Account Investments in the existing Account to such new account; and from the date such new account is established, it shall have the same designation as the existing Account. If the Operating Bank should change at any time (including, any replacement of the Operating Bank for failing to be an Eligible Institution), then the Administrative Agent, acting on behalf of the Security Trustee, shall thereupon promptly establish replacement accounts as necessary at the successor Operating Bank and transfer the balance of funds in each Account then maintained at the former Operating Bank pursuant to the terms of the Administrative Agency Agreement to such successor Operating Bank.
(b)    Withdrawals, Transfers and Scheduled Lease Payments.
(i)    Withdrawals and Transfers Generally. The Security Trustee shall have sole dominion and control over the Accounts (including, inter alia, the sole power to direct withdrawals or transfers from the Accounts); provided that, prior to the delivery of a Default Notice, any provision of this Indenture relating to any deposit, withdrawal or transfer to or from, any Account shall be effected by the Administrative Agent directing the Operating Bank by a Written Notice of the Administrative Agent (such Written Notice to be provided to the Operating Bank by 1:00 p.m. (New York City time) on the date of such deposit, withdrawal or transfer) given in accordance with the terms of this Indenture, the Administrative Agency Agreement and the Security Trust Agreement. Each such Written Notice to the Operating Bank shall be also communicated in computer file format or in such other form as the Administrative Agent, the Operating Bank, the Trustee and the Security Trustee agree; provided that, in the case of communication in computer file format or any other form other than a written tangible form, a written tangible form thereof shall promptly thereafter be sent to the Operating Bank. No deposit, withdrawal or transfer to or from any Account shall be made except in accordance with the terms of this Indenture, the Security Trust Agreement and the Administrative Agency


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Agreement or by any Person other than the Trustee or the Operating Bank (only upon the Written Notice of the Administrative Agent). Each of the parties to this Indenture acknowledges that the terms of this Indenture contemplate that the Administrative Agent will receive certain information from other parties to this Indenture and the other Related Documents in order for the Administrative Agent to be able to perform all or any part of its obligations hereunder, that the Administrative Agent will be able to perform its obligations hereunder only to the extent such information is provided to the Administrative Agent by the relevant parties and that the Administrative Agent may conclusively rely, absent manifest error, on such information as it receives without undertaking any independent verification of that information. The Administrative Agent agrees that if it is aware that another party has information required to be delivered by such party to the Administrative Agent to perform its obligations hereunder, but the Administrative Agent has not received such information, the Administrative Agent will promptly notify the party who was to provide such information of such failure.
(ii)    Scheduled Lease Payments. Notwithstanding anything to the contrary in this Indenture, if any Lease Payment is received (i) prior to its stated due date under the relevant Lease (without regard to any business day convention in such Lease that would automatically move the actual due date forward if the stated due date falls on a non-business day) and (ii) prior to the period commencing on a Calculation Date and ending on the next succeeding Calculation Date in which such payment would have been received had it been received on such stated due date (a “Scheduled Collections Period”, and such Lease Payment, an “Early Collections Period Lease Payment”), unless a Default Notice has been issued (other than a Default Notice that has been rescinded and annulled in accordance with Section 4.02) or an Acceleration Default has occurred and is continuing, such Early Collections Period Lease Payment shall be held in the Collections Account until the Payment Date immediately following the end of such Scheduled Collections Period; provided that, if there is a Designated Shortfall on the Payment Date immediately following the end of such Scheduled Collections Period, then such Early Collections Period Lease Payment shall be applied on such Payment Date immediately following the end of such Scheduled Collections Period (to the extent of such Designated Shortfall) as part of the Available Collections pursuant to Section 3.09.
(c)    Collections Account. All Collections (including all Rental Payments and Usage Fees transferred from the Lessor Accounts, Partial Loss Proceeds and any amounts transferred from the Security Deposit Account) shall be, when received, deposited in the Collections Account, and all cash, Investments and other property in the Collections Account shall be transferred from or retained in the Collections Account in accordance with the terms of this Indenture.
(d)    Lessee Funded Account. Any Segregated Funds received from time to time from any Lessee or pursuant to any Acquisition Agreement shall be transferred by the Operating Bank at the written direction of the Administrative Agent from the Collections


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Account into the related Lessee Funded Account. The Administrative Agent shall not make any withdrawal from, or transfer from, any Lessee Funded Account in respect of any Segregated Funds that is contrary to the requirements of the respective Leases as to Segregated Funds and the requirements of the Security Trust Agreement (including the agreement of the Security Trustee that it designate on its account records that it holds its interest in each Lessee Funded Account for the benefit of the respective Lessee in respect of whom such Segregated Funds are held). Without limiting the foregoing, no cash, Investment and other property in a Lessee Funded Account may be used to make payments, other than as permitted under Section 3.08, in respect of the Notes at any time, including after the delivery of a Default Notice. Any Segregated Funds relating to an expired or terminated Lease that remain in a Lessee Funded Account after expiration or termination of such Lease and that are not due and owing to the relevant Lessee under such expired or terminated Lease shall, if so required under the terms of a subsequent Lease, if any, relating to such Asset, be credited in a Lessee Funded Account for the benefit of the next Lessee of the relevant Asset to the extent required under the terms of such subsequent Lease and, to the extent not so required, transferred to the Collections Account. When and as provided in the Administrative Agency Agreement, the Administrative Agent shall cause to be established such additional Lessee Funded Accounts.
(e)    Security Deposit Account.
(i)    Subject to paragraph (iii) below, the Administrative Agent will maintain Lease sub‑accounts allocating the balance in the Security Deposit Account to each Lease in respect of which Security Deposits were deposited therein, provided that, if any Security Deposits are required, pursuant to the terms of the applicable Leases, to be maintained as Segregated Funds, such amounts shall be held in a Lessee Funded Account. A Lease sub-account refers to the record maintained by the Administrative Agent of the amounts on deposit in the Security Deposit Account with respect to a particular Lease. Neither the Trustee nor the Operating Bank shall have any obligation in connection with maintaining the Lease sub-accounts.
(ii)    On each Payment Date on which Available Collections are to be distributed pursuant to Section 3.09(a), if the Balance on deposit in the Security Deposit Account is less than the Target Security Deposit Amount, the Trustee shall, as directed by the Administrative Agent pursuant to Section 3.08(o) deposit funds into the Security Deposit Account up to, if applicable, the Additional Security Deposit Reserve Amount, to the extent of Available Collections as provided in Section 3.09(a).
(iii)    The Trustee shall, as directed by the Administrative Agent (acting upon the instructions of the Certificate Holders), from time to time withdraw an amount up to the Available Security Deposit Amount on deposit in the Security Deposit Account at such time and shall apply such withdrawn amount to pay any Designated Shortfalls (if any) for any Payment Date, in each case, as directed by the


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Certificate Holders to the Administrative Agent for application pursuant to Section 3.08(d).
(iv)    If a Lessee does not have any right to receive a refund or reimbursement of its Security Deposit, or a Lessee relinquishes its right to receive a refund or reimbursement of its Security Deposit upon the expiration or earlier termination of a Lease (including a termination as the result of the occurrence of an event of default under such Lease), or a Security Deposit is not transferred to the purchaser in an Asset Disposition of the Asset subject to such Lease or is not refundable to the Lessee, the Administrative Agent shall direct the Trustee, in writing, to transfer such Security Deposit to the Collections Account upon such expiration or earlier termination, except as otherwise provided in Section 3.01(d) above.
(f)    Expense Account. On each Payment Date, such amounts as are provided in Section 3.09 in respect of the Required Expense Amount shall be deposited into the Expense Account from the Collections Account. Expenses shall be paid from the Expense Account as provided in Section 3.04. If an Event of Default shall have occurred and be continuing and a Default Notice shall have been delivered by the Trustee (other than a Default Notice that has been rescinded and annulled in accordance with Section 4.02) or an Acceleration Default shall have occurred and be continuing, then the Controlling Party may direct the Trustee to transfer to the Collections Account all or a portion of the Balance in the Expense Account, after paying any Expenses then due and payable.
(g)    Series Account. The Administrative Agent shall cause the Operating Bank to establish and maintain a Series Account for each Series of the Initial Notes (and upon the issuance of any Refinancing Notes, any additional Series Accounts as may be applicable for each such Series of Refinancing Notes) in accordance with the first paragraph of Section 3.01 for the benefit of the Security Trustee for the benefit of the Holders of such Series of Notes. Upon the transfer of any amounts to the applicable Series Accounts in accordance with Section 3.08, Section 3.09 or Section 3.14, the Trustee on the same day shall, or shall cause the Operating Bank to, pay all such amounts to the Holders of Notes as of the related Record Date in accordance with the terms of this Indenture.
(h)    Asset Purchase Account. As and to the extent provided in Section 3.03(a), an amount equal to the aggregate Cash Payment Amounts for the Remaining Initial Assets will be transferred from the Collections Account out of the proceeds of the Initial Notes (after any other deposits or transfer out of such proceeds) to the Asset Purchase Account. The amount so deposited shall be held in such Account and invested in Permitted Account Investments until applied as provided in Section 3.04 or Section 3.05, as applicable. The Administrative Agent shall give Written Notice to the Security Trustee, the Trustee and the Operating Bank of the satisfaction or waiver (specifying which) of all conditions for the payment of the Cash Payment Amount for any Remaining Initial Asset, and no amounts may be withdrawn or transferred from the Asset Purchase Account with respect to the Cash Payment Amount for such Remaining Initial Asset until receipt of such notice as to such Remaining Initial Asset, except as provided in Section 3.04(l) and Section 3.08(i).


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(i)    Asset Replacement Account.
(i)    So long as no Event of Default has occurred and is continuing and no Default Notice has been delivered (other than a Default Notice that has been rescinded and annulled in accordance with Section 4.02) and no Rapid Amortization Event has occurred and is continuing, the Issuer may elect, by notice to the Trustee in writing, not later than the last Business Day preceding the later of the date of any Permitted Asset Disposition and the date on which the Net Sale Proceeds of such Permitted Asset Disposition are received, to deposit all or a portion of the Net Sale Proceeds realized from such Permitted Asset Disposition, whether or not initially deposited in the Collections Account, in (x) the Asset Replacement Account or (y) a Qualified Escrow Account maintained by a Qualified Intermediary, provided that such written direction shall be accompanied by a Trustee Resolution that such election has been made and that the requirements of Section 5.02(p) in respect of such Permitted Asset Disposition have been satisfied. The Trustee shall, or shall cause the Operating Bank to, transfer to and retain in the Collections Account all or any portion of the Net Sale Proceeds realized from any Permitted Asset Disposition as to which the direction described in the preceding sentence is not received by the end of the last Business Day preceding the later of the date of any Asset Disposition and the date on which such Net Sale Proceeds are received. For the avoidance of doubt, to the extent the Issuer has elected to retain all or a portion of the Net Sale Proceeds of a Permitted Asset Disposition in the Asset Replacement Account or a Qualified Escrow Account, as applicable, in accordance with this Section, the Disposition Fee related to such Permitted Asset Disposition shall be paid by the Issuer on the Payment Date immediately succeeding the date of such Permitted Asset Disposition in accordance with Section 3.09.
(ii)    The Issuer may elect to apply the Net Sale Proceeds from a Permitted Asset Disposition deposited in the Asset Replacement Account or a Qualified Escrow Account pursuant to Section 3.01(i)(i) to the purchase price for a Permitted Asset Acquisition to the extent permitted under Section 5.02(q).
(iii)    At any time, (A) the Issuer may elect to direct the Administrative Agent to direct the Trustee to transfer some or all of the amounts on deposit in the Asset Replacement Account or a Qualified Escrow Account, as applicable, to the Collections Account and (B) upon Written Notice from the Administrative Agent (1) the Qualified Intermediary shall transfer any Net Sale Proceeds from an Asset Disposition remaining in a Qualified Escrow Account at the end of the applicable Replacement Period for such Asset Disposition to the Collections Account on the next Business Day after the end of such Replacement Period and (2) the Operating Bank shall transfer any Net Sale Proceeds from an Asset Disposition remaining in the Asset Replacement Account at the end of the applicable Replacement Period for such Asset Disposition to the Collections Account on the next Business Day after the end of such Replacement Period.


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(iv)    If an Event of Default shall have occurred and be continuing and a Default Notice shall have been delivered (other than a Default Notice that has been rescinded and annulled in accordance with Section 4.02) or an Acceleration Default shall have occurred and be continuing, or if the Expected Final Payment Date shall have occurred, then the Controlling Party may direct the Trustee to transfer to the Collections Account all or any portion of the Balance in the Asset Replacement Account and any Qualified Escrow Account.
(j)    Liquidity Facility Reserve Account. Following the funding of the Liquidity Facility Reserve Account with a Downgrade Drawing, a Final Drawing or a Non-Extension Drawing, if the Administrative Agent determines in accordance with Section 3.07(g) that on any Payment Date after making all withdrawals and transfers to be made with respect to such Payment Date (and after giving effect to the transfers to be made on such Payment Date pursuant to Section 3.08(d)), there will be (i) a Required Expenses Shortfall, (ii) a Senior Hedge Payment Shortfall, (iii) a Series A Interest Shortfall and/or (iv) a Series B Interest Shortfall, the Administrative Agent shall so notify the Trustee in writing and shall direct the Operating Bank in writing on such Payment Date to withdraw from the Liquidity Facility Reserve Account the least of (A) the amount equal to the aggregate of the Shortfalls in clauses (i), (ii), (iii) and (iv) above (in each case such Shortfalls as reduced by any transfers made on such Payment Date from the Security Deposit Account pursuant to Section 3.08(d)(i), (ii) and (iii)), (B) the amount on deposit therein and (C) the Required Amount. The Trustee shall, or shall cause the Operating Bank to, as set out in the Written Notice from the Administrative Agent, apply the amount so withdrawn, first, to the Expense Account the Required Expenses Shortfall for such Payment Date; second, in no order of priority inter se, but pro rata, (1) to the Series Account for the Initial Series A Notes, the Series A Interest Shortfall for such Payment Date and (2) pro rata, to each Hedge Provider, an amount equal to the Senior Hedge Payment Shortfall for such Payment Date; and third, to the Series Account for the Initial Series B Notes, the Series B Interest Shortfall for such Payment Date (in each case such Shortfall as reduced by any transfers made on such Payment Date from the Security Deposit Account pursuant to Section 3.08(d)(i), (ii) and (iii)). In the event the Liquidity Facility Reserve Account has been funded with a Downgrade Drawing and subsequently the Initial Liquidity Facility shall cease to be a Downgraded Facility, following notice from the Initial Liquidity Facility Provider, the Administrative Agent shall so notify the Trustee in writing and shall direct the Operating Bank in writing to withdraw from the Liquidity Facility Reserve Account any Unapplied Downgrade Advance (as defined in the Initial Liquidity Facility) to be repaid to the Initial Liquidity Facility Provider.
(k)    Initial Liquidity Payment Account. On the date of any Facility Drawing the proceeds of such drawing shall be deposited into the Initial Liquidity Payment Account and withdrawn on the applicable Payment Date for distribution, in each case in accordance with Section 3.14(b).
(l)    Lessor Accounts. All Rental Payments, Usage Fees and other amounts received pursuant to any Lease or Related Collateral Document shall be deposited into the Collections Account. However, if the Administrative Agent determines that it is necessary


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or appropriate, including for any tax, regulatory or legal reason, any such Collections may not be deposited into the Collections Account or another Account for the benefit of the Security Trustee on behalf of the Secured Parties, then, notwithstanding the requirements of the first paragraph of Section 3.01, the relevant Issuer Group Member may establish one or more accounts (each a “Lessor Account”) for such Collections in its own name (but subject to the direction and control of the Administrative Agent) at any Eligible Institution or with a financial institution other than an Eligible Institution to the extent provided in the definition of “Eligible Account”. For so long as a Lessor Account is an Eligible Account and all actions as shall be necessary to establish and perfect the security interest of the Security Trustee in such Lessor Account pursuant to the Security Trust Agreement shall have been taken, then the Administrative Agent shall direct the transfer of all funds on deposit in any Lessor Account (other than any Segregated Funds that the applicable Issuer Group Member is obligated to maintain in such Lessor Account pursuant to the applicable Lease or other applicable document) on any Calculation Date to the Collections Account, Security Deposit Account or Lessee Funded Account (as applicable) on or promptly after such Calculation Date for inclusion (with respect to amounts not constituting Segregated Funds) in the Available Collections for the related Payment Date, and shall direct such more frequent transfers of such funds to the Collections Account as are necessary or prudent taking into account transfers, deposits and withdrawals required or permitted pursuant to Section 3.04 (and other than amounts not required to be so transferred as provided in the last sentence of this clause (l)). If the Administrative Agent reasonably determines that it is commercially impracticable or unduly burdensome to take such actions as shall be necessary to establish and perfect the security interest of the Security Trustee in such Lessor Account pursuant to the Security Trust Agreement, the Administrative Agent shall direct the financial institution at which such Lessor Account is maintained to transfer all funds deposited in such Lessor Accounts (other than amounts not required to be so transferred as provided in the last sentence of this clause (l)) to the Collections Account, Security Deposit Account or Lessee Funded Account, as applicable, within three Business Days of their receipt. The Administrative Agent shall not be required to transfer from the Lessor Account any amounts, if any, that for local tax or other regulatory or legal reasons must be retained on deposit or as to the transfer of which the Administrative Agent determines there is any substantial uncertainty.
(m)    Defeasance/Redemption Account. Upon Written Notice of the Issuer to it, or a Trustee Resolution provided to it authorizing that a Series of Notes are to be redeemed pursuant to Section 3.11 (other than in a Refinancing) or defeased under Article XI, the Administrative Agent shall cause the Operating Bank to establish and maintain a Defeasance/Redemption Account pursuant to the first paragraph of Section 3.01 for the benefit of the Security Trustee on behalf of the Secured Parties. All amounts received for the purpose of any such redemption or defeasance shall be deposited in the Defeasance/Redemption Account in accordance with Section 3.11 or Article XI hereof, as applicable, and disbursed therefrom in accordance with Section 3.11 or Article XI hereof, as applicable.
(n)    Refinancing Account. Upon Written Notice of the Issuer to it of, or a Trustee Resolution provided to it authorizing, a Refinancing, the Administrative Agent shall cause the Operating Bank to establish and maintain a Refinancing Account pursuant to the first


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paragraph of Section 3.01 for the benefit of the Security Trustee for the benefit of the Holders of the Notes, if any, to be refinanced. All net cash proceeds of such Refinancing shall be deposited in the Refinancing Account and shall be held in such Account until such proceeds are applied to pay the Redemption Price (including all accrued and unpaid interest) of the Notes being redeemed until such Notes are cancelled by the Trustee and Refinancing Expenses with respect thereto (except to the extent the Controlling Trustees have determined, as evidenced by a Trustee Resolution, to pay the same from funds available therefor in the Expense Account) and as otherwise provided in Section 5.02(c)(ii).
(o)    Additional Cash Collateral Accounts. Upon receipt by the Administrative Agent of a Trustee Resolution providing for the establishment of any additional Cash Collateral Account as an Eligible Credit Facility for the Notes or in respect of any other Obligation, the Administrative Agent shall, by Written Notice, cause the Operating Bank to establish (within three (3) Business Days of the giving of such Written Notice) and maintain such Cash Collateral Account pursuant to the first paragraph of Section 3.01 for the benefit of the Security Trustee for the benefit of the Holders of the Notes and/or the Secured Parties holding such other Obligation. All amounts provided in connection with any such Trustee Resolution for deposit in such Account and all amounts to be deposited in such Account under Section 3.09 as an Eligible Credit Facility shall be held in such Cash Collateral Account for application, and all replenishment shall be made, in accordance with the terms of the Trustee Resolution relating to such Eligible Credit Facility, which Trustee Resolution shall include the basis of any replenishment of the Cash Collateral Account.
(p)    Maintenance Reserve Account.
(i)    On each Payment Date on which Available Collections are to be distributed pursuant to Section 3.09(a), the Trustee shall, as directed by the Administrative Agent pursuant to Section 3.08(o) hereof, deposit funds into the Maintenance Reserve Account equal to, if applicable, the Additional Maintenance Reserve Amount, to the extent of Available Collections as provided in Section 3.09(a).
(ii)    On the Payment Date on which any adjustment in the Maintenance Required Amount becomes effective or as of which the amount on deposit in the Maintenance Reserve Account exceeds the then applicable Maintenance Required Amount (after giving effect to all other payments to be made on such Payment Date), the Administrative Agent shall direct the Trustee in writing to transfer from the Maintenance Reserve Account to the Collections Account, for inclusion in Available Collections on such Payment Date, the excess, if any, of the Balance in the Maintenance Reserve Account over the Maintenance Required Amount, as so adjusted (if applicable).
(iii)    If (A) an Event of Default shall have occurred and be continuing and a Default Notice shall have been delivered by the Trustee (other than a Default Notice that has been rescinded and annulled in accordance with Section 4.02) or an Acceleration Default shall have occurred and be continuing, or (B) all Assets shall


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have been sold or otherwise disposed of, then the Controlling Party may direct the Trustee to transfer to the Collections Account all or any portion of the Balance in the Maintenance Reserve Account.
(q)    Series C Reserve Account.
(i)    On each Calculation Date, the Administrative Agent shall calculate the difference between the Series C Reserve Amount and the amount available in the Series C Reserve Account as of such Calculation Date (such difference, if positive, the “Additional Series C Reserve Amount” for the immediately succeeding Payment Date). On each Payment Date on which Available Collections are to be distributed pursuant to Section 3.09(a), the Operating Bank shall, as directed by the Administrative Agent pursuant to Section 3.09(a) hereof, transfer funds into the Series C Reserve Account from the Collections Account equal to, if applicable, the Additional Series C Reserve Amount, to the extent of Available Collections as provided in Section 3.09(a).
(ii)    If the Administrative Agent determines in accordance with Section 3.07(g) that on any Payment Date after making all withdrawals and transfers to be made with respect to such Payment Date (and after giving effect to the transfers to be made on such Payment Date pursuant to Section 3.08(d)), there will be a Series C Interest Shortfall or a Series C Scheduled Principal Shortfall, the Administrative Agent shall so notify the Trustee in writing and shall, in accordance with Section 3.08(k), direct the Operating Bank in writing to withdraw on such Payment Date from the Series C Reserve Account the least of (A) the amount equal to the aggregate of the Series C Interest Shortfall or a Series C Scheduled Principal Shortfall, as applicable, and (B) the amount on deposit therein, and deposit such amount in the Series Account for the Series C Notes. The Trustee shall, or shall cause the Operating Bank to, as set out in the Written Notice from the Administrative Agent, apply the amount so deposited in the Series Account for the Series C Notes, first, to the Series C Interest Shortfall for such Payment Date and second, to the Series C Scheduled Principal Shortfall for such Payment Date.
(r)    Asset Disposition Contribution Account.
(i)    On each Payment Date on which Available Collections are to be distributed pursuant to Section 3.09(a), the Trustee shall, as directed by the Administrative Agent pursuant to Section 3.08(o) hereof, deposit the Asset Disposition Accrual Deposit, if any, authorized by the Certificate Holders into the Asset Disposition Contribution Account pursuant to Section 3.09(a)(xxii) to the extent of Available Collections as provided in Section 3.09(a).
(ii)    On the Payment Date immediately succeeding the Disposition Date for an Asset Disposition that shall have resulted in an Asset Disposition Shortfall and for which an Asset Disposition Accrual Deposit will be made pursuant to Section 3.09(a)(xxii), the Administrative Agent shall direct the Trustee to transfer the


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applicable Asset Disposition Accrual Amount (or, if less, the Balance in the Asset Disposition Contribution Account) from the Asset Disposition Contribution Account to the Collections Account together with the applicable Net Sale Proceeds for such Asset Disposition.
(iii)    If an Event of Default shall have occurred and be continuing and a Default Notice shall have been delivered by the Trustee (other than a Default Notice that has been rescinded and annulled in accordance with Section 4.02) or an Acceleration Default shall have occurred and be continuing, then the Controlling Party may direct the Trustee to transfer to the Collections Account all or any portion of the Balance in the Asset Disposition Contribution Account.
(iv)    If at any time following the deposit of amounts in the Asset Disposition Contribution Account pursuant to Section 3.02(r)(i) above, the Controlling Trustees have passed a Trustee Resolution approving the release of all or a portion of the funds in the Asset Disposition Contribution Account, the Administrative Agent shall transfer the amount specified in the Trustee Resolution from the Asset Disposition Contribution Account to the Collections Account for application in accordance with Section 3.09 on the next Payment Date.
(v)    If the amount on deposit in the Asset Disposition Contribution Account is to be increased through the funding of Additional Advances, the Trustee, at the written direction of the Administrative Agent, will deposit such Additional Advances received by it into the Asset Disposition Contribution Account. The Certificate Holders shall notify the Administrative Agent in writing of the amount of such Additional Advance, and the Administrative Agent shall notify the Trustee in writing within one Business Day after the making of any Additional Advance that such Additional Advance has been made.
(s)    DSCR Cash Trap Account. Amounts shall be deposited in the DSCR Cash Trap Account in accordance with Section 3.09(a) hereof. Amounts in the DSCR Cash Trap Account shall be subject to withdrawal and application in accordance with Section 3.08(m).
(t)    Hedge Termination Payment Account. The amount of any Hedge Termination Payments shall be deposited in the Hedge Termination Payment Account, and the Administrative Agent shall direct the Trustee in writing to disburse funds out of the Hedge Termination Payment Account in accordance with this Indenture. If an Event of Default shall have occurred and be continuing and a Default Notice shall have been delivered by the Trustee (other than a Default Notice that has been rescinded and annulled in accordance with Section 4.02) or an Acceleration Default shall have occurred and be continuing, then the Controlling Party may direct the Trustee to transfer to the Collections Account all or any portion of the Balance in the Hedge Termination Payment Account.
Section 3.02    Investments of Cash. (a) For so long as any Notes remain Outstanding, the Administrative Agent shall, or shall direct the Operating Bank in writing to, invest and reinvest the funds on deposit in the Accounts in Permitted Account Investments specified by the Administrative


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Agent in such written instructions, all in accordance with the terms of the following provisions; provided that the Initial Liquidity Facility Provider shall be entitled to direct the Administrative Agent to invest the amounts on deposit (if any) in the Liquidity Facility Reserve Account in Permitted Account Investments:
(i)    the Permitted Account Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture (A) before the next Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collections Account and the Expense Account, (B) as directed in writing by the Servicer acting at the direction of the Controlling Trustees in accordance with the requirements of the relevant Leases or Asset Disposition agreements, in the case of investments of funds on deposit in the Lessee Funded Account, the Maintenance Reserve Account, the Asset Replacement Account, any Qualified Escrow Account or the Security Deposit Account or (C) on the same day as a payment request is made, in the case of funds on deposit in the Asset Purchase Account; provided that an investment maturing within one year of the date of investment shall nevertheless be a Permitted Account Investment if it has been acquired with funds which are not reasonably anticipated, at the discretion of the Administrative Agent, to be required to be paid to any other Person or otherwise transferred from the applicable Account prior to such maturity;
(ii)    if any funds to be invested are not received in the Accounts by 1:00 p.m., New York City time, on any Business Day, such funds shall be invested in accordance with clause (i) of this Section 3.02(a) on the next succeeding Business Day; provided that none of the Administrative Agent, the Trustee, the Security Trustee, the Operating Bank or the Initial Liquidity Facility Provider shall be liable for any losses incurred in respect of the failure to invest funds not thereby received;
(iii)    if required by the terms of a Lease, any investments of Segregated Funds on deposit in a Lessee Funded Account or funds on deposit in the Security Deposit Account shall be made on behalf of the relevant Lessee in such investments as may be required thereunder; and
(iv)    if the Permitted Account Investment in which the Administrative Agent (acting at the direction of the Controlling Trustees) has directed the Operating Bank to invest any funds in any Account ceases to be a Permitted Account Investment pursuant to the definition thereof, the Administrative Agent (acting at the direction of the Controlling Trustees) shall provide the Operating Bank with new specific written investment directions. None of the Trustee, the Security Trustee or the Operating Bank shall have any duty or obligation to monitor whether an investment meets the requirements of a Permitted Account Investment nor have any liability with respect to any investment which ceases to be a Permitted Account Investment.
(b)    The Trustee or its Affiliates is permitted to receive additional compensation (which compensation should be decided on an arm’s length basis) that could be deemed to


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be in their respective economic self interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Permitted Account Investments, (ii) using Affiliates to effect transactions in certain Permitted Account Investments and (iii) effecting transactions in certain Permitted Account Investments.
(c)    Except as expressly provided hereunder, none of the Trustee, the Security Trustee or the Operating Bank shall have any obligation to invest and reinvest any cash held in the Accounts in the absence of timely and specific written investment direction from the Administrative Agent or the Initial Liquidity Facility Provider, as the case may be. In no event shall the Trustee, the Security Trustee or the Operating Bank be liable for the selection of investments or for investment losses incurred thereon. None of the Administrative Agent, the Trustee, the Security Trustee or the Operating Bank shall have any liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Issuer or the Initial Liquidity Facility Provider, as the case may be, to provide timely written investment direction. None of the Administrative Agent, the Trustee, the Security Trustee or the Operating Bank guarantees the performance of any Permitted Account Investment. If the Permitted Account Investment in which the Administrative Agent or the Initial Liquidity Facility Provider has directed the Trustee or the Operating Bank to invest any funds in any Account ceases to be a Permitted Account Investment pursuant to the definition thereof, the Administrative Agent or the Initial Liquidity Facility Provider, as the case may be, shall provide the Trustee and/or the Operating Bank with new specific written investment directions. None of the Trustee, the Security Trustee or the Operating Bank shall have any duty or obligation to monitor whether an investment meets the requirements of a Permitted Account Investment nor shall it have any liability with respect to any investment which ceases to be a Permitted Account Investment.
Section 3.03    Initial Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent shall, upon its receipt of written direction of the Issuer, make, or direct the Operating Bank to make, to the extent of funds on deposit in the Accounts, the following deposits and transfers to and from the Accounts in each case as specified in a prior Written Notice of the Administrative Agent to the Trustee, the Security Trustee and the Operating Bank:
(a)    on the Initial Closing Date,
(i)    (A) deposit in a Refinancing Account (as defined in and established pursuant to the Original Indenture) the proceeds of the issuance of the Initial Notes as further described in the funds flow memorandum dated the Initial Closing Date (the “Funds Flow”), (B) transfer to the Collections Account (as defined in and established pursuant to the Original Indenture) the amounts described in the Funds Flow, (C) pay from the Refinancing Account referred to above and the Collections Account referred to above the amounts due and owing under the Original Indenture in amounts as specified in the Funds Flow or in a separate payment instruction from the Administrative Agent and (D) make such other transfers and payments as are provided in the Funds Flow and not otherwise described below;


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(ii)    prior to making the deposits, transfers and payments described in clauses (iii) through (vii), (A) deposit in the Security Deposit Account the amount of the initial Security Deposits received pursuant to the terms of the Asset Purchase Agreement (other than Security Deposits that are Segregated Funds), if any, and (B) deposit in any Lessee Funded Account an amount equal to any Segregated Funds (including any Security Deposits that are Segregated Funds), if any, for each Lease related to any Asset being acquired from a Seller on the Initial Closing Date, in each case in the amounts and from the Accounts specified in the Funds Flow to the extent applicable;
(iii)    transfer from the Collections Account referred to above to the Expense Account such amount as is necessary so that the amount on deposit in the Expense Account is an amount equal to the Required Expense Amount for the initial Interest Accrual Period and the Initial Expenses, as specified in a Written Notice of the Administrative Agent to the Trustee and the Operating Bank;
(iv)    transfer from the Collections Account referred to above to the Initial Maintenance Reserve Amount and the Initial Security Deposit Amount, respectively, to the Maintenance Reserve Account and the Security Deposit Account, respectively;
(v)    subject to receiving Written Notice of the Issuer to the effect that the conditions to the acquisition of all or some of the Initial Assets specified in the Asset Purchase Agreement have been fulfilled, pay from the Collections Account referred to above to the Seller the Cash Payment Amounts for such Initial Assets;
(vi)    after making the deposits, transfers and payments described in clauses (i) through (v), transfer from the Collections Account referred to above to (A) the Asset Purchase Account the aggregate amount of the Cash Payment Amounts for the Remaining Initial Assets and (B)  the Collections Account established hereunder the amounts set forth in the Funds Flow; and
(vii)    withdraw from the Expense Account such amount as is needed to discharge any portion of the Initial Expenses then due and payable on the Initial Closing Date and pay such amount to the appropriate payees thereof as specified in the Written Notice of the Administrative Agent; and
(b)    on the relevant Payment Date involving the issuance of Refinancing Notes, deposit the proceeds of such Refinancing into the Refinancing Account for application in accordance with Section 3.08(a).
Section 3.04    Interim Deposits, Transfers and Withdrawals. On any Business Day, the Administrative Agent may make, or direct the Operating Bank to make, without duplication, to the extent of funds on deposit in the Accounts, the following deposits, transfers and withdrawals to and from the Accounts, in each case as specified in a prior Written Notice of the Administrative Agent to the Trustee, the Security Trustee and the Operating Bank:


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(a)    withdraw from a Lessee Funded Account to the extent that funds on deposit therein or available thereunder may be withdrawn or drawn pursuant to the terms of the related Lease for payment thereof, to discharge any Expense then due and payable and pay such amount to the appropriate payees thereof;
(b)    withdraw from the Expense Account (to the extent of funds on deposit therein) such amount as is needed to discharge any Expenses then due and payable that were included in any prior Required Expense Amount and pay such amount to the appropriate payees thereof;
(c)    transfer from the Collections Account from time to time (but in no event on less than one Business Day’s prior Written Notice to the Trustee and the Operating Bank (unless such one Business Day’s notice requirement is waived by the Trustee)) other amounts to the Expense Account, in each case only to the extent that such funds are to be applied to Expenses that become due and payable during such Interest Accrual Period and for the payment of which there are insufficient funds in the Expense Account; provided that no such transfer from the Collections Account in respect of Expenses shall be made prior to the next succeeding Payment Date if, in the reasonable judgment of the Administrative Agent, such transfer would have a material adverse effect on the ability of the Issuer to make payments of accrued and unpaid interest on the Notes then Outstanding on the next Payment Date therefor in accordance with Section 3.09;
(d)    withdraw Segregated Funds from a Lessee Funded Account or draw under or cause to be drawn under any applicable Related Collateral Document, in any case to the extent required by or necessary in connection with a Lease or any documents related thereto and the Related Collateral Documents, for deposit in the Collections Account to satisfy any default in Rental Payments or Usage Fees under any related Lease;
(e)    transfer any Segregated Funds (including Security Deposits that are Segregated Funds) from the Collections Account to a Lessee Funded Account in accordance with the terms of any Lease;
(f)    transfer any Security Deposits (other than Security Deposits that are Segregated Funds) from the Collections Account to the Security Deposit Account;
(g)    withdraw funds on deposit in the Security Deposit Account and transfer such funds to the Collections Account in satisfaction of the obligations of the Lessee under the applicable Lease, but only to the extent of the Security Deposit allocable to such Lease and as may be required or permitted under the terms of the relevant Lease;
(h)    withdraw funds from the Maintenance Reserve Account for any or all of the following purposes: (i) to fund any Lessee Reimbursements, (ii) to fund maintenance performed on an Asset by the Issuer or an Issuer Subsidiary or the Servicer, (iii) to pay for the cost of performing Mandatory Asset Modifications and (iv) to make the transfers and payments described in Section 3.01(p)(ii);


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(i)    withdraw from the Hedge Termination Payment Account (to the extent of funds on deposit therein) such amount as is needed to pay any Hedge Termination Payments then due and payable and pay such amount to the appropriate payees thereof;
(j)    in the case of any specified amount to be released from the Asset Disposition Contribution Account pursuant to a Trustee Resolution as provided for in Section 3.01(r)(iv), on or prior to the next Calculation Date, transfer such specified amount from the Asset Disposition Contribution Account to the Collections Account for application on the next Payment Date in accordance with Section 3.09 hereof;
(k)    in the case of any specified amount to be released from the Security Deposit Account as directed by the Administrative Agent (acting at the direction of the Certificate Holders) as provided in Section 3.01(e)(iii), on or prior to the next Calculation Date, transfer such specified amount from the Security Deposit Account to the applicable Account for application on the next Payment Date in accordance with Section 3.09 hereof; and
(l)    upon written notice to the Administrative Agent from Willis Lease that an Asset Trust has in fact received any Rental Payments under the Lease for such Remaining Initial Asset that are allocable to periods on and after the Initial Closing Date, or Usage Fees under the Lease for such Remaining Initial Asset that are received on or after the Initial Closing Date, transfer from the Asset Purchase Account to the Collections Account the amount of such Rental Payments and Usage Fees.
Section 3.05    Withdrawals and Transfers Relating to the Acquisition of Assets.
(a)    Acquisition of Remaining Initial Assets. On the Delivery Date with respect to any Remaining Initial Asset, the Administrative Agent may make, or direct the Operating Bank to make, to the extent of funds on deposit in the Accounts, the following deposits, withdrawals and transfers to and from the Accounts, in each case as specified in a Written Notice of the Administrative Agent to the Trustee, the Security Trustee and the Operating Bank (which Written Notice of the Administrative Agent shall, as a condition to any such deposit, withdrawal and transfer, include written confirmation by the Administrative Agent that the conditions to payment for the Remaining Initial Asset specified in the Asset Purchase Agreement have been fulfilled):
(i)    deposit into the Security Deposit Account the amount of the Security Deposits (other than Security Deposits that are Segregated Funds) received in respect of such Remaining Initial Asset under the Asset Purchase Agreement;
(ii)    deposit into the relevant Lessee Funded Account the amount of any Segregated Funds (including Security Deposits that are Segregated Funds) received in respect of such Remaining Initial Asset under the Asset Purchase Agreement; and
(iii)    pay out of the Asset Purchase Account to the applicable Seller the Cash Payment Amount for such Remaining Initial Asset (as reduced by any amounts


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transferred with respect to such Remaining Initial Asset in accordance with Section 3.04(l)) plus the Investment Earnings thereon.
(b)    Acquisition of Replacement Assets. On each Delivery Date during the Replacement Period in respect of a Permitted Asset Disposition and on which the Issuer acquires a Replacement Asset (or an Asset Interest with respect to a Replacement Asset) from a Seller in a Permitted Asset Acquisition, the Administrative Agent may make, or direct the Operating Bank (and, if applicable, the Qualified Intermediary in respect of any Qualified Escrow Account) to make to the extent of funds on deposit in the Accounts, the following deposits, withdrawals and transfers to and from the Accounts, in each case as specified in a Written Notice of the Administrative Agent to the Trustee, the Security Trustee and the Operating Bank (which Written Notice of the Administrative Agent shall, as a condition to any such deposit, withdrawal and transfer, include written confirmation by the Administrative Agent that the conditions to payment for the Replacement Asset specified in the applicable Acquisition Agreement have been fulfilled):
(i)    deposit into the Security Deposit Account the amount of the Security Deposits (other than Security Deposits that are Segregated Funds) received in respect of such Replacement Asset under the applicable Acquisition Agreement;
(ii)    deposit into the relevant Lessee Funded Account the amount of any Segregated Funds (including Security Deposits that are Segregated Funds) received in respect of such Replacement Asset under the applicable Acquisition Agreement;
(iii)    except to the extent provided in clauses (i) and (ii) above, deposit into the Collections Account any amounts received in respect of such Replacement Asset under the applicable Acquisition Agreement; and
(iv)    transfer funds in an amount equal to the purchase price for such Replacement Asset provided in the Trustee Resolution unanimously approved by the Controlling Trustees from the Asset Replacement Account to the applicable Seller (or direct the Qualified Intermediary to apply the funds on deposit in the applicable Qualified Escrow Account to the acquisition of such Replacement Asset and transfer such Replacement Asset to the applicable Issuer Subsidiary).
(c)    Asset Payments. The payment of the Cash Payment Amount for any Remaining Initial Asset to be made pursuant to Section 3.05(a)(iii) to any Seller shall, subject to the delivery as to such Asset of the Written Notice referred to in Section 3.05(a), be made as so provided notwithstanding the giving of any Default Notice or any other exercise of remedies hereunder.
(d)    Delivery Expiry Date. Concurrently with Written Notice of the Administrative Agent to the Trustee, the Security Trustee and the Operating Bank that (i) the Issuer is no longer required, pursuant to the terms of the Asset Purchase Agreement, to purchase any Remaining Initial Asset (whether by reason of the passing of the Delivery Expiry Date, the exercise by the Issuer of any termination right under the Asset Purchase


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Agreement or otherwise), and the amounts in the Asset Purchase Account are not being applied to acquire a Substitute Asset in lieu of such Remaining Initial Asset or (ii) the Delivery Expiry Date has occurred, the Administrative Agent shall direct the Operating Bank to transfer from the Asset Purchase Account to the Defeasance/Redemption Account (for application in accordance with Section 3.11 as an Acquisition Balance Redemption) the amounts in the Asset Purchase Account relating to each such Remaining Initial Asset (and that are not being applied to acquire a Substitute Asset in lieu of such Remaining Initial Asset), or all amounts remaining in the Asset Purchase Account if the Delivery Expiry Date has occurred.
Section 3.06    Interim Deposits and Withdrawals for Asset Disposition. On the first Business Day occurring on or after the date of an Asset Disposition, the Administrative Agent shall direct the Operating Bank to deposit (a) any and all proceeds received in respect of any Asset Disposition by or on behalf of any Issuer Group Member in the Collections Account (other than in connection with any sale of all or substantially all of the assets of the Issuer Group, in which case the Administrative Agent shall direct the Operating Bank to deposit any and all proceeds thereof into the Defeasance/Redemption Account in connection with the redemption of the Notes) in each case as specified in a Written Notice by the Administrative Agent to the Trustee, the Security Trustee and the Operating Bank and (b) if so elected by the Certificate Holders, the Asset Disposition Accrual Amount in respect of such Asset Disposition, if any, in the Collections Account. Any funds then on deposit in a Lessee Funded Account or the Security Deposit Account related to the Asset subject to such sale or other disposition shall be applied on a basis consistent with the terms of the Lease related to such Asset, if any, or as otherwise provided by the relevant agreements related to such sale or other disposition. After making the deposit required by the first sentence of this Section 3.06, the Administrative Agent shall direct the Operating Bank to transfer Net Sale Proceeds from the Collections Account to the Asset Replacement Account (or a Qualified Escrow Account maintained by a Qualified Intermediary) in such amount as has been elected by the Issuer in accordance with Section 3.01(i)(i).
Section 3.07    Calculation Date Calculations.
(a)    Calculation of Required Amounts. The Administrative Agent shall determine, as soon as practicable after each Calculation Date, but in no event later than four Business Days preceding the immediately succeeding Payment Date, based on information known to the Administrative Agent or Relevant Information provided to the Administrative Agent, the Collections received during the period commencing on the close of business on the preceding Calculation Date and ending on the close of business on such Calculation Date and calculate the following amounts:
(i)    (A) the Balance of funds on deposit in the Accounts on the Calculation Date and the amount available under all Eligible Credit Facilities on such Calculation Date and (B) the amount of Investment Earnings (net of losses and investment expenses), if any, on Investments of funds on deposit in the Accounts during such period;


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(ii)    the Required Expense Amount for such Payment Date (taking into account any Expenses paid or to be paid with amounts that constitute all or a portion of an Available Security Deposit Amount);
(iii)    the Available Collections for such Payment Date, taking into account all transfers to be made on such Payment Date pursuant to Section 3.08;
(iv)    the net Segregated Funds, if any, and any amounts on deposit in the Security Deposit Account and the Maintenance Reserve Account available to be transferred into the Collections Account on such Calculation Date as and to the extent expressly provided herein;
(v)    any amount to be transferred from the Asset Purchase Account to the Collections Account as provided in Section 3.05(d);
(vi)    any amount to be transferred from the Asset Replacement Account and/or any Qualified Escrow Account to the Collections Account as provided in Section 3.01(i)(iii);
(vii)    the Additional Maintenance Reserve Amount for such Payment Date, if any;
(viii)    the Additional Security Deposit Reserve Amount, if any;
(ix)    the Excess Proceeds Series Payments for each Series for such Payment Date, if any;
(x)    the Required Amount for any Cash Collateral Account and any amounts to be transferred in respect of the Initial Liquidity Facility and any other Eligible Credit Facilities under Section 3.09(a)(iv) or 3.09(b)(ii); and
(xi)    any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the other Related Documents, including the preparation of the Monthly Report and the Annual Report;
provided that, if the Administrative Agent has not received all of the Relevant Information for such Payment Date, the Administrative Agent shall make reasonable assumptions for purposes of the calculations contemplated by this Section 3.07.
(b)    Calculation of Interest and Other Amounts. The Administrative Agent shall, not later than four Business Days prior to each Payment Date, make the following calculations or determinations with respect to Interest Amounts and fees of the Initial Liquidity Facility Provider due on such Payment Date:
(i)    the Interest Amount in respect of Series A Notes on such Payment Date;


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(ii)    the Interest Amount in respect of Series B Notes on such Payment Date;
(iii)    the Interest Amount in respect of Series C Notes on such Payment Date;
(iv)    the Step-Up Interest Amount for the Series A Notes, if applicable;
(v)    the Step-Up Interest Amount for the Series B Notes, if applicable;
(vi)    the Step-Up Interest Amount for the Series C Notes, if applicable;
(vii)    any interest and fees due and owing to the Initial Liquidity Facility Provider on such Payment Date;
(viii)    the Outstanding Disposition Premium for each Series of Notes, if any;
(ix)    the Redemption Premium for each Series of Notes, if any; and
(x)    the Additional Maintenance Reserve Amount, if any.
(c)    Calculation of Principal Payment Amounts. The Administrative Agent shall, not later than four Business Days prior to each Payment Date, calculate or determine the following with respect to principal payments due on such Payment Date and certain other amounts in respect of such Payment Date:
(i)    from and after the seventh Payment Date following the Initial Closing Date, the DSCR as of such Payment Date;
(ii)    the Outstanding Principal Balance of each Series of Notes on such Payment Date immediately prior to any principal payment on such date;
(iii)    the Adjusted Base Value for each Asset and the Adjusted Portfolio Value on such Payment Date;
(iv)    the Scheduled Principal Payment Amount on such Payment Date with respect to each Series of Notes; and
(v)    the Outstanding Principal Balance for each Series of Notes on such Payment Date after all principal payments on such date.
(d)    Calculation of Refinancing or Redemption Amounts. The Administrative Agent shall, not later than four Business Days prior to each Redemption Date on which a Refinancing or Redemption of any Series of Notes is scheduled to occur, perform the calculations necessary to determine the Redemption Price (including accrued and unpaid interest) of such Series.


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(e)    Application of the Available Collections. The Administrative Agent shall, not later than 1:00 p.m. New York City time on the third Business Day prior to each Payment Date, determine the amounts to be applied on such Payment Date to make each of the payments contemplated by Section 3.09(a) or 3.09(b), as applicable, setting forth separately, the amount to be applied on such Payment Date pursuant to each clause of Section 3.09(a) or 3.09(b), as applicable.
(f)    Asset Acquisitions. No later than the last Business Day prior to the anticipated Delivery Date for each Remaining Initial Asset or Replacement Asset, the Administrative Agent shall determine, and give the Trustee and Security Trustee a Written Notice setting out, the amounts to be paid or transferred, as applicable, under Section 3.03 or Section 3.05 in respect of the applicable Remaining Initial Asset or Replacement Asset (as applicable) on such Delivery Date, and on the Delivery Date for such Remaining Initial Asset or Replacement Asset, the Administrative Agent shall deliver a Written Notice to the Trustee and the Security Trustee to the effect that the conditions to the purchase of such Remaining Initial Asset or Replacement Asset set forth in the Asset Purchase Agreement or the Acquisition Agreement (as applicable) have been fulfilled.
(g)    Calculations in respect of Shortfalls and Series C Shortfalls. As soon as practicable after each Calculation Date, but in no event later than 12:00 noon New York City time on the date which is the fourth Business Day prior to each Payment Date, the Administrative Agent shall determine (after giving effect to the application of Available Collections, taking into account all transfers to the Collections Account to be made pursuant to Section 3.08, in accordance with the applicable payment priorities set forth in Section 3.09(a) or 3.09(b), as applicable, whether a Shortfall or a Series C Shortfall exists as of such Calculation Date in the Available Collections:
(i)    to pay on the next succeeding Payment Date the Required Expense Amount due on such Payment Date (any such shortfall in respect of the Required Expense Amount on any Payment Date, a “Required Expenses Shortfall”);
(ii)    to pay the aggregate of the Interest Amounts due in respect of the Initial Series A Notes and Senior Hedge Payments, in each case on such Payment Date, allocated pro rata among (x) such Interest Amounts (any such shortfall in respect of the Initial Series A Notes, a “Series A Interest Shortfall”), and (y) such Senior Hedge Payments (any such shortfall in respect of Senior Hedge Payments, a “Senior Hedge Payment Shortfall”);
(iii)    to pay Interest Amount due in respect of the Initial Series B Notes on such Payment Date (any such shortfall in respect of the Initial Series B Notes, a “Series B Interest Shortfall”);
(iv)    to pay Interest Amount due in respect of the Series C Notes on such Payment Date (any such shortfall in respect of the Series C Notes, a “Series C Interest Shortfall”); and


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(v)    to pay Scheduled Principal Payment Amount due in respect of the Series C Notes on such Payment Date (any such shortfall in respect of the Series C Notes, a “Series C Scheduled Principal Shortfall”).
(h)    Notification of Calculations in respect of Available Scheduled Principal Amounts. So long as a Default Notice has not been issued (which has not been rescinded and annulled in accordance with Section 4.02), an Acceleration Default has not occurred and the Expected Final Payment Date has not occurred, as soon as practicable after each Calculation Date, but in no event later than 12:00 noon (New York City time) on the date which is the third Business Day prior to the related Payment Date, the Administrative Agent shall provide notice to the Issuer of its calculation of the amount (the “Available Scheduled Principal Amount”) available (after giving effect to all Prior Ranking Amounts) to pay the Scheduled Principal Payment Amount for each Series of the Initial Notes (for application in accordance with Section 3.09(a) or 3.09(b), as applicable) for such Payment Date. The Available Scheduled Principal Amount shall be applied in accordance with Section 3.09(a) or 3.09(b), as applicable, towards the Scheduled Principal Payment Amount payable for such Payment Date.
(i)    DSCR Failure. In the event that the Administrative Agent determines that a DSCR Cash Trap Event or a DSCR Amortization Event has occurred and is continuing with respect to any Payment Date, the Administrative Agent shall provide written notice thereof, not later than two Business Days prior to such Payment Date, to the Issuer, the Trustee and the Initial Liquidity Facility Provider.
(j)    Calculation of Net Sale Proceeds. Not later than 12:00 noon (New York City time) on the fourth Business Day prior to each Payment Date in respect of which the Net Sale Proceeds of one or more Asset Dispositions are to be applied in accordance with Section 3.09, the Issuer shall cause the Administrative Agent, based on information known to it or Relevant Information provided to it, to calculate the following with respect to Net Sale Proceeds on each Series of Notes due on such Payment Date and the amounts distributable to the Initial Liquidity Facility Provider and the Servicer on such Payment Date, as applicable:
(i)    the Asset Disposition Accrual Amount in respect of each Asset Disposition, if any;
(ii)    the Allocable Series Amount and Allocable Debt Balance in respect of each such Asset Disposition and the allocation thereof among the Series of Notes;
(iii)    the amount of any Hedge Termination Payments in respect of each Asset Disposition, if any;
(iv)    the balance of any Disposition Fees in respect of each Asset Disposition; and
(v)    the Disposition Premium, if any.


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(k)    Calculation of Excess Proceeds. Not later than 12:00 noon (New York City time) on the third Business Day prior to each Payment Date in respect of which Excess Proceeds are to be applied in accordance with Section 3.09(a), the Issuer shall cause the Administrative Agent, based on information known to it or Relevant Information provided to it, to calculate the Excess Proceeds Series Payment for each Series of Notes due on such Payment Date.
Section 3.08    Payment Date First Step Withdrawals and Transfers. Two Business Days prior to each Payment Date, the Administrative Agent shall direct the Operating Bank to make, on such Payment Date, to the extent of funds on deposit in the Accounts, the following withdrawals from and transfers to the Accounts in each case as specified in a Written Notice of the Administrative Agent to the Trustee, the Security Trustee and the Operating Bank:
(a)    transfer the net proceeds of any Refinancing of a Series of Notes from the Refinancing Account to any Cash Collateral Account established for the related Refinancing Notes (up to the Required Amount therefor in accordance with Section 3.03) and the balance to the applicable Series Accounts, in each case in accordance with Sections 2.10(b) and 5.02(c);
(b)    transfer any amounts on deposit in the Defeasance/Redemption Account in respect of any Redemption that is not a Refinancing to the applicable Series Accounts;
(c)    transfer from each Lessee Funded Account to the Collections Account any available Segregated Funds that are no longer required to be maintained (including by way of the termination of the applicable Leases) in a segregated account under the applicable Leases, and to the Expense Account amounts from the applicable Lessee Funded Account that are being repaid to the applicable Lessees;
(d)    if so directed by the Certificate Holders, withdraw from the Security Deposit Account and transfer to the Expense Account, the applicable Series Account, the Liquidity Facility Reserve Account or the Hedge Termination Payment Account, as applicable, prior to making any transfers pursuant to Section 3.08(e), an amount not to exceed the Available Security Deposit Amount for such Payment Date for application to (i) first, the Required Expenses Shortfall (if any) on such Payment Date, (ii) second, in no order of priority inter se, but pro rata (A) the Series A Interest Shortfall (if any) on such Payment Date and (B) the Senior Hedge Payment Shortfall (if any) on such Payment Date, (iii) third, the Series B Interest Shortfall (if any) on such Payment Date, (iv) fourth, in no order of priority inter se, but pro rata (A) to the Liquidity Facility Reserve Account, such amount so that the amount on deposit in such Account is equal to the Required Amount therefor and (B) to the Initial Liquidity Facility Provider, any Credit Facility Advance Obligations, (v) fifth, the Designated Shortfall (if any) (but not including any shortfall paid pursuant to the preceding clause second) with respect to the Scheduled Principal Payment Amount on the Series A Notes for such Payment Date and (vi) sixth, the Designated Shortfall (if any) (but not including any shortfall paid pursuant to the preceding clause third) with respect to the Scheduled Principal Payment Amount on the Series B Notes for such Payment Date, in each case pursuant to Section 3.01(e)(iii); provided that the amount described in Section 3.08(d)(iv) shall be


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determined after giving effect to any funds to be applied pursuant to Sections 3.08(d)(i), (ii) and (iii) and the application of any drawings from the Liquidity Facility Reserve Account on such Payment Date;
(e)    if there are one or more Shortfalls on such Payment Date, after taking into consideration any transfers made pursuant to Section 3.08(d), (i) withdraw Facility Drawings from the Initial Liquidity Payment Account and apply the same in accordance with Section 3.14(b) or (ii) withdraw amounts from the Liquidity Facility Reserve Account and apply the same in accordance with Section 3.01(j), as applicable;
(f)    transfer from the Collections Account to the relevant Lessee Funded Accounts the amount of any Segregated Funds then on deposit in the Collections Account;
(g)    withdraw from the Maintenance Reserve Account and deposit in the Collections Account the amount, if any, of the Lessee Reimbursements included in Expenses for such Payment Date;
(h)    transfer from any Account (other than the Collections Account, the Initial Liquidity Payment Account, the Liquidity Facility Reserve Account, the Asset Replacement Account and the Asset Purchase Account) to the Collections Account the amount of Investment Earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein during the preceding Interest Accrual Period, except that (i) earnings on any portion of the funds on deposit in any Account required under the terms of the related Lease to be repaid to the related Lessee shall be retained therein and (ii) in the case of the Asset Purchase Account, any earnings on the purchase price funds on deposit in the Asset Purchase Account shall be retained therein for application in accordance with Section 3.05;
(i)    transfer from the Asset Purchase Account to the Collections Account the amount of any Rental Payments described in Section 3.04(l) that have not already been so transferred;
(j)    transfer to the Expense Account, as directed by the Administrative Agent, such amounts as are required to pay any fees, expenses or other amounts (including Taxes) required to maintain the Issuer in good standing under United States federal law and the laws of the State of Delaware;
(k)    if there are one or more Series C Shortfalls on such Payment Date, withdraw amounts from the Series C Reserve Account and deposit the same in the Series Account for the Series C Notes in accordance with Section 3.01(q);
(l)     [Reserved];
(m)    withdraw the Balance available in the DSCR Cash Trap Account and deposit such amounts in the Collections Account; provided that, so long as no Event of Default or Rapid Amortization Event shall have occurred and is continuing, if a DSCR Cash Trap Event has occurred and is continuing and the Certificate Holders shall have notified the Trustee


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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.

and the Administrative Agent in writing no later than five Business Days prior to such Payment Date that they elect to apply all or a portion of the Balance in the DSCR Cash Trap Account to the Outstanding Principal Balance of the Series A Notes or, if no Series A Notes are Outstanding, the Outstanding Principal Balance of the Series B Notes on such Payment Date, in each case after giving effect to all other distributions made in accordance with Section 3.09 on such Payment Date (any such principal payments, the “Cash Trap Principal Payments”), withdraw an amount up to the Balance available in the DSCR Cash Trap Account and deposit such amounts in the applicable Series Account;
(n)    after the giving of a Default Notice, during the continuation of an Acceleration Default or following the Interest Accrual Period in which an Asset Disposition occurs with respect to the last remaining Asset, transfer any amounts remaining in the relevant Lessee Funded Account (other than amounts required to be maintained in such account pursuant to the terms of the related Lease or Asset Agreement) into the Collections Account; and
(o)    any other deposit, transfer, withdrawal or payment not described in paragraphs (a) through (n) of this Section 3.08 but required to be made pursuant to Section 3.07(e).
Section 3.09    Payment Date Second Step Withdrawals. (a) Subject to Section 3.09(b), on each Payment Date, after the withdrawals and transfers provided for in Section 3.08 have been made, the Administrative Agent shall direct the Operating Bank to distribute from the Collections Account in each case as specified in a Written Notice of the Administrative Agent to the Trustee, the Security Trustee and the Operating Bank at least two Business Days prior to such Payment Date, the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that funds are available for such distributions and to the extent that all Prior Ranking Amounts then required to be paid have been paid. All payments of Available Collections to be made to or for the account of Holders of Notes pursuant to this Section 3.09 shall be made through a direct transfer of funds to the applicable Series Account with respect to the applicable Series of Notes.
(i)    to the Expense Account, an amount such that the amount on deposit therein is equal to the Required Expense Amount for such Payment Date, for payment of Expenses (including, without limitation, any amount payable by any Issuer Group Member to any Lessee pursuant to a Lease, Indemnification Amounts (other than Excess Indemnification Amounts), Trustee Fees and all Service Provider Fees (including the Senior Rent Based Fees and Disposition Fees, but excluding the Subordinated Rent Based Fees), but excluding, for the avoidance of doubt, the portion of any Maintenance and Modification Expenses funded from the Maintenance Reserve Account, and excluding any Credit Facility Advance Obligations) that are due and payable or reimbursable on such Payment Date and included in the Required Expense Amount for such Payment Date, with the balance to be retained in the Expense Account, in each case less the amount of any withdrawals from the Liquidity Facility Reserve Account or any Facility Drawings in respect of the Required Expenses Shortfall for such Payment Date withdrawn or paid (as applicable) on or before such Payment Date in respect of such Payment Date;


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(ii)    in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows: (A) to the Series Account for the Series A Notes, the Interest Amount on such Series A Notes and (B) pro rata, to any Eligible Hedge Counterparties, an amount equal to any Senior Hedge Payments due from any Issuer Group Member pursuant to any Currency Hedge Agreement, less in the case of clauses (A) and (B) the amount of any withdrawals from the Liquidity Facility Reserve Account or any Facility Drawings in respect of the Series A Interest Shortfall or the Senior Hedge Payment Shortfall (as applicable) for such Payment Date withdrawn or paid (as applicable) on or before such Payment Date in respect of such Payment Date;
(iii)    to the Series Account for the Series B Notes, the Interest Amount on such Series B Notes, less the amount of any withdrawals from the Liquidity Facility Reserve Account or any Facility Drawings in respect of the Series B Interest Shortfall for such Payment Date withdrawn or paid (as applicable) on or before such Payment Date in respect of such Payment Date;
(iv)    first, to any Persons providing any Eligible Credit Facilities, pro rata inter se, any Credit Facility Advance Obligations consisting of interest and second, in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows: (A) to the Liquidity Facility Reserve Account (following a Downgrade Drawing, a Final Drawing or a Non-Extension Drawing), such amount so that the amount on deposit in such Account is equal to the applicable Required Amount therefor, and (B) to any Persons providing any Eligible Credit Facilities, any other Credit Facility Advance Obligations payable to such Persons under the terms of their respective Eligible Credit Facilities and, to the extent any such Eligible Credit Facility consists of a Cash Collateral Account (other than the Liquidity Facility Reserve Account), such amount so that the amount on deposit in each such Account is equal to the applicable Required Amount therefor;
(v)    so long as no Rapid Amortization Event has occurred and is continuing, to the Series Account for the Series A Notes, an amount equal to the Scheduled Principal Payment Amount of the Series A Notes for such Payment Date;
(vi)    so long as no Rapid Amortization Event has occurred and is continuing, to the Series Account for the Series B Notes, an amount equal to the Scheduled Principal Payment Amount of the Series B Notes for such Payment Date;
(vii)    to the Security Deposit Account, an amount equal to the Additional Security Deposit Reserve Amount;
(viii)    to the Maintenance Reserve Account, (A) so long as no Rapid Amortization Event has occurred and is continuing, the lesser of (1) an amount equal to the Additional Maintenance Reserve Amount and (2) 90% of the Available Collections after giving effect to clauses (i) through (vii) above or (B) if a Rapid


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Amortization Event has occurred and is continuing, an amount equal to the Additional Maintenance Reserve Amount;
(ix)    so long as no Rapid Amortization Event has occurred and is continuing, first, to the Series Account for the Series A Notes, the Excess Proceeds Series Payment for the Series A Notes for such Payment Date and, second, to the Series Account for the Series B Notes, the Excess Proceeds Series Payment for the Series B Notes for such Payment Date;
(x)    if a DSCR Cash Trap Event has occurred and is continuing, but no Rapid Amortization Event has occurred and is continuing, to the DSCR Cash Trap Account, all remaining amounts;
(xi)    if a Rapid Amortization Event has occurred and is continuing, to the Series Account for the Series A Notes, (a) first, an amount equal to the Scheduled Principal Payment Amount of the Series A Notes for such Payment Date and (b) second, an amount equal to the Outstanding Principal Balance of such Series A Notes;
(xii)    if a Rapid Amortization Event has occurred and is continuing, to the Series Account for the Series B Notes, (a) first, an amount equal to the Scheduled Principal Payment Amount of the Series B Notes for such Payment Date and (b) second, an amount equal to the Outstanding Principal Balance of such Series B Notes;
(xiii)    to the Series Account for the Series C Notes, the Interest Amount on such Series C Notes;
(xiv)    to the Series Account for the Series C Notes, an amount equal to the Scheduled Principal Payment Amount of the Series C Notes for such Payment Date;
(xv)    to the Series Account for the Series C Notes, the Excess Proceeds Series Payment for the Series C Notes for such Payment Date;
(xvi)    to the Series C Reserve Account, the Additional Series C Reserve Amount;
(xvii)    after the Expected Final Payment Date, to the Series Account for the Series A Notes, the Step-Up Interest Amount for the Series A Notes;
(xviii)    after the Expected Final Payment Date, to the Series Account for the Series B Notes, the Step-Up Interest Amount for the Series B Notes;
(xix)    after the Expected Final Payment Date, to the Series Account for the Series C Notes, the Step-Up Interest Amount for the Series C Notes;
(xx)    to the Servicer, the Subordinated Rent Based Fees;


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(xxi)    in no order of priority inter se, but pro rata (A) to the Eligible Hedge Counterparties, in no order of priority inter se, but pro rata, to pay the Subordinated Hedge Payments, and (B) to pay Subordinated Expenses to the applicable parties in no order of priority inter se, but pro rata;
(xxii)    first, to the payment of any Outstanding Disposition Premium, to the Series Account for the Series A Notes, second, to the payment of any Outstanding Disposition Premium, to the Series Account for the Series B Notes, and third, to the payment of any Outstanding Disposition Premium, to the Series Account for the Series C Notes;
(xxiii)    to the Asset Disposition Contribution Account, the Asset Disposition Accrual Deposit, if any, specified by the Certificate Holders;
(xxiv)    to the Asset Purchase Account, such amounts as have been approved by a Trustee Resolution in accordance with Section 5.02(r) hereof for Discretionary Asset Modifications; and
(xxv)    to the Issuer, all remaining amounts.
(b)    Anything to the contrary contained in Section 3.09(a) notwithstanding, after delivery to the Issuer and the Administrative Agent of a Default Notice or during the continuance of an Acceleration Default, the allocation of payments described in Section 3.09(a) shall not apply and the Administrative Agent shall direct the Operating Bank in writing to cause all amounts on deposit in the Collections Account to be applied on each Payment Date in the following order of priority:
(i)    to the Expense Account, an amount such that the amount on deposit therein is equal to the Required Expense Amount for such Payment Date, for payment of Expenses (including, without limitation, any amount payable by any Issuer Group Member to any Lessee pursuant to a Lease, Indemnification Amounts, Subordinated Expenses, Special Litigation Expenses, Trustee Fees and all Service Provider Fees (including the Senior Rent Based Fees and Disposition Fees, but excluding the Subordinated Rent Based Fees), but excluding, for the avoidance of doubt, the portion of any Maintenance and Modification Expenses funded from the Maintenance Reserve Account, and excluding any Credit Facility Advance Obligations) that are due and payable or reimbursable on such Payment Date and included in the Required Expense Amount for such Payment Date, with the balance to be retained in the Expense Account, in each case less the amount of any withdrawals from the Liquidity Facility Reserve Account or any Facility Drawings in respect of the Required Expenses Shortfall for such Payment Date withdrawn or paid (as applicable) on or before such Payment Date in respect of such Payment Date;
(ii)    to any Persons providing any Eligible Credit Facilities, pro rata inter se, first, any Credit Facility Obligations consisting of interest and second, any other


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Credit Facility Advance Obligations, in each case payable to such Persons under the terms of their respective Eligible Credit Facilities;
(iii)    in no order of priority inter se, but pro rata as to the amounts described in clauses (A) and (B) as follows: (A) to the Series Account for the Series A Notes, the Interest Amount on such Series A Notes and (B) pro rata, to any Eligible Hedge Counterparties, an amount equal to any Senior Hedge Payments due from any Issuer Group Member pursuant to any Currency Hedge Agreement;
(iv)    to the Series Account for the Series A Notes, an amount equal to the Outstanding Principal Balance of such Series A Notes;
(v)    to the Series Account for the Series B Notes, the Interest Amount on such Series B Notes;
(vi)    to the Series Account for the Series B Notes, an amount equal to the Outstanding Principal Balance of such Series B Notes;
(vii)    to the Series Account for the Series C Notes, the Interest Amount on such Series C Notes;
(viii)    to the Series Account for the Series C Notes, an amount equal to the Outstanding Principal Balance of such Series C Notes;
(ix)    after the Expected Final Payment Date, to the Series Account for the Series A Notes, the Step-Up Interest Amount for the Series A Notes;
(x)    after the Expected Final Payment Date, to the Series Account for the Series B Notes, the Step-Up Interest Amount for the Series B Notes;
(xi)    after the Expected Final Payment Date, to the Series Account for the Series C Notes, the Step-Up Interest Amount for the Series C Notes;
(xii)    to the Servicer, the Subordinated Rent Based Fees;
(xiii)    to the Eligible Hedge Counterparties, pro rata inter se, the Subordinated Hedge Payments;
(xiv)    first, to the payment of any Outstanding Disposition Premium, to the Series Account for the Series A Notes, second, to the payment of any Outstanding Disposition Premium, to the Series Account for the Series B Notes, and third, to the payment of any Outstanding Disposition Premium, to the Series Account for the Series C Notes; and
(xv)    to the Issuer, all remaining amounts.
Section 3.10    Reserved.


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Section 3.11    Certain Redemptions. (a) Optional Redemption. Subject to the provisions of Section 3.11(c), the Issuer may elect to redeem (including in connection with any Refinancing) any Series of Notes in whole on any Business Day or in part on any Payment Date (any such redemption, an “Optional Redemption”), out of amounts available in the Defeasance/Redemption Account or, in the case of a Refinancing, the Refinancing Account, for such purpose, if any, other than, in either such case, any funds constituting part of the Available Collections, at the applicable Redemption Price (including after giving effect to any payment of accrued and unpaid interest on such Redemption Date, if any, under Section 3.09) on such Notes to be redeemed on the Redemption Date; provided that an Optional Redemption in respect of any Series of Notes funded with Refinancing Notes may only be in whole; and provided further that after the giving of a Default Notice or the Acceleration of any Notes (other than a Default Notice that has been rescinded and annulled in accordance with Section 4.02), the Notes may be redeemed only in whole but not in part pursuant to this Section 3.11(a); and provided further that Written Notice of any such Redemption shall be given by the Issuer (or the Administrative Agent on its behalf) to the Trustee and, for so long as any Series of Notes are listed on any stock exchange, to the applicable listing agent and such stock exchange within such time period prior to such Redemption Date as is required to comply with the rules of such stock exchange as confirmed by the listing agent for such stock exchange or such stock exchange. Such Written Notice shall include the information required to be provided in the notice of Redemption pursuant to Section 3.11(c). Any Balance in the Asset Purchase Account remaining on the Delivery Expiry Date (or remaining with respect to an Initial Asset that will no longer be acquired pursuant to the Asset Purchase Agreement after application of amounts therein to any Substitute Asset acquired in lieu thereof) shall be transferred to the Defeasance/Redemption Account and applied as an Optional Redemption (an “Acquisition Balance Redemption”) in part of the Notes on the next succeeding Payment Date, allocated between the Series on the basis of the applicable Allocable Notional Series Amount for each Series minus an amount equal to the Designated Percentage for such Asset multiplied by the Scheduled Principal Payment Amounts actually paid for such Series prior to such Acquisition Balance Redemption. Sections 3.11(c) and (d) shall not apply to any Acquisition Balance Redemption.
(a)    Redemption for Taxation Reasons. Subject to the provisions of Section 3.11(c), if, at any time,
(i)    the Issuer is, or on the next succeeding Payment Date will be, required to make any withholding or deduction under the laws or regulations of any applicable Tax authority with respect to any payment on any Notes (the “Affected Notes”); or
(ii)    the Issuer is or will be subject to any circumstance (whether by reason of any law, regulation, regulatory requirement or double-taxation convention, or the interpretation or application thereof, or otherwise) that has resulted or will result in the imposition of a Tax (whether by direct assessment or by withholding at source) or other similar imposition by any jurisdiction that would (A) materially increase the cost to the Issuer of making payments in respect of the Affected Notes or of complying with its obligations under or in connection with the Affected Notes; or (B) otherwise obligate the Issuer or any of its subsidiaries to make any material payment with respect to, or calculated by reference to, the amount of any sum


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received or receivable by the Issuer, or by the Administrative Agent on behalf of the Issuer Group as contemplated by the Administrative Agency Agreement;
then the Issuer shall inform the Trustee in writing at such time of any such requirement or imposition and shall use commercially reasonable efforts to avoid the effect of the same; provided that no actions shall be taken by the Issuer to avoid such effects without a Rating Agency Confirmation. If, after using commercially reasonable efforts to avoid the adverse effects described above, any Issuer Group Member has not avoided such effects, the Issuer may, at its election, redeem the Affected Notes on any Payment Date, in whole, at the Outstanding Principal Balance thereof plus accrued and unpaid interest (after giving effect to any payment thereof on such Redemption Date under Section 3.09) thereon, but without premium, after paying the Required Expense Amount and all unpaid Credit Facility Obligations as of such Payment Date (any such redemption, a “Tax Redemption”); provided, however, that any such Redemptions may not occur more than 30 days prior to such time as the requirement or imposition described in (i) or (ii) above is to become effective and the Trustee shall have received a certification from the Issuer certifying that the applicable Issuer Group Member has been unable, after using commercially reasonable efforts, to avoid the adverse effects described above; provided further that Written Notice of any such Redemption shall be given by the Issuer (or the Administrative Agent on its behalf) to the Trustee and, for so long as any Series of Notes is listed on any stock exchange and traded on such stock exchange, to the applicable listing agent and such stock exchange within such time period prior to the Redemption Date for such Redemption as is required to comply with the rules of such stock exchange as confirmed by the listing agent for such stock exchange or such stock exchange.
(b)    Method of Redemption. The Issuer or the Administrative Agent shall give Written Notice in respect of any such Redemption of Notes (other than an Acquisition Balance Redemption) under Section 3.11(a) or 3.11(b) to the Trustee, the Holders and the Initial Liquidity Facility Provider. The Depositary shall forward such notice of Redemption to its Participants or the beneficial owners of the Global Notes with any additional instructions applicable to owners of Beneficial Interests in accordance with its Applicable Procedures. If a Redemption of any Series of Notes is in part and not in whole, the amount of such Redemption will be applied pro rata according to the Outstanding Principal Balance of such Series, to the extent moneys are available. Except in the case of a Refinancing, no notice confirming a specific Redemption Date shall be delivered to the Holders under this Section 3.11(c) unless and until the Issuer or Administrative Agent shall have certified to the Trustee that the amounts required to be deposited pursuant to Section 3.11(d) are, or will on or before the Redemption Date be, deposited in the Defeasance/Redemption Account and the conditions precedent to such Redemption have been, or will on or before the Redemption Date be, satisfied; provided that the foregoing shall not restrict notice from being given to the Holders advising them that a Redemption Date is anticipated. Each notice in respect of a Redemption given pursuant to this Section 3.11(c) shall state (i) the applicable Redemption Date (provided that such notice shall be permitted to provide that the related Redemption Date will occur on a date within a period of time described in such notice, so long as the Administrative Agent notifies (x) the Trustee of the specific Redemption Date by no later than 10:00 a.m. (New York time) at least two Business Days prior to the Redemption Date and (y) the Holders of the Notes to be redeemed of the specific Redemption


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Date before the Redemption occurs, or such earlier time or date as may be required by the applicable rules and procedures of the Depositary, if any), (ii) the source of funds for making payments due on any Redemption Date, (iii) the Redemption Price of the Outstanding Principal Balance of the Series of Notes to be redeemed (provided that if such notice provides that the related Redemption Date will occur on a date within a period of time described in such notice, the Redemption Price applicable to one or more days during such period may be set out in such notice or in a separate notice delivered on a later date, so long as the Redemption Price for the Redemption Date is set out in a notice delivered to the Trustee not later than 10:00 a.m. (New York time) at least two Business Days prior to the time of the Redemption), (iv) in the case of a Redemption of a Series of Notes in whole, the Series of Notes to be redeemed in whole must be surrendered to the Trustee to collect the Redemption Price (including accrued and unpaid interest on such Series) and (v) in the case of a Redemption of a Series of Notes in whole, that, unless the Issuer defaults in the payment of the Redemption Price (including any accrued and unpaid interest thereon), interest on such Series shall cease to accrue on and after the Redemption of such Series. Each notice in respect of a Redemption given pursuant to this Section 3.11(c) shall be revocable by written notice from the Administrative Agent, on behalf of the Issuer, to (x) the Trustee up until 10:00 a.m. (New York time) two Business Days prior to the Redemption Date stated therein (or, in the case of a notice of Redemption providing for the Redemption Date to occur within a described period of time, stated in a separate written notice delivered by not later than 10:00 a.m. (New York time) at least two Business Days prior to the Redemption Date stated therein) and (y) each Holder of the Notes to be redeemed until the latest Redemption Date stated in the Redemption Notice (or such earlier time or date as may be required by the applicable rules and procedures of the Depositary, if any). The Administrative Agent shall deliver a notice to the Trustee and the Holders of the Notes being redeemed setting forth the Redemption Premium (if any) not later than 10:00 a.m. (New York time) at least two Business Days preceding the Redemption Date. Without prejudice to the foregoing provisions of this Section 3.11(c), if a notice described above in this Section 3.11(c) will not be delivered to the Holders of the Notes to be redeemed at least five Business Days prior to a proposed Redemption Date, the Administrative Agent shall provide a written notice to the Trustee, the Holders and the Initial Liquidity Facility Provider advising them that a Redemption Date is anticipated at least five Business Days prior to such proposed Redemption Date and reflecting any of the information to be included in the redemption notice described above as is then known to the Administrative Agent.
(c)    Deposit of Redemption Amount. At or before 10:00 a.m. (New York City time) on the Redemption Date in respect of a Redemption under Section 3.11(a), the Issuer shall, to the extent an amount equal to the Redemption Price of Initial Notes to be redeemed (including all accrued and unpaid interest thereon (after giving effect to any payment thereof on such Redemption Date under Section 3.09)) and all unpaid Credit Facility Obligations (only in respect of any amounts drawn from the Liquidity Facility Reserve Account or Facility Drawings, as the case may be, in respect of Series A Interest Shortfalls or Series B Interest Shortfalls) as of the Redemption Date is not then held on deposit therein, deposit or cause to be deposited in the Defeasance/Redemption Account or, in the case of a Refinancing, the Refinancing Account, other than, in either case, any funds constituting part


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of the Available Collections, an amount in immediately available funds equal to such amount. At or before 10:00 a.m. (New York City time) on the Redemption Date in respect of a Redemption under Section 3.11(b), the Issuer shall, to the extent an amount equal to the Outstanding Principal Balance of the Initial Notes to be redeemed and all accrued and unpaid interest (after giving effect to any payment thereof on such Redemption Date under Section 3.09) thereon and all unpaid Credit Facility Obligations (only in respect of any amounts drawn from the Liquidity Facility Reserve Account or Facility Drawings, as the case may be, in respect of Series A Interest Shortfalls or Series B Interest Shortfalls) as of the Redemption Date is not then held on deposit therein, deposit or cause to be deposited in the Defeasance/Redemption Account other than any funds constituting part of Available Collections, an amount in immediately available funds equal to such amount. The Administrative Agent shall instruct the Trustee to transfer to the applicable Series Accounts, on the Redemption Date, amounts on deposit in the Defeasance/Redemption Account or Refinancing Account as are required to pay the applicable Redemption Price, and shall instruct the Trustee to make such other transfers and payments as are contemplated hereunder to be made on such Redemption Date.
(d)    Notes Payable on Redemption Date. After notice has been given under Section 3.11(c) of a Redemption in whole, unless such notice has been revoked, the Outstanding Principal Balance of the Initial Notes to be redeemed on such Redemption Date shall become due and payable at the Corporate Trust Office of the Trustee, and from and after such Redemption Date (unless there shall be a default in the payment of the applicable amount to be redeemed) such principal amount shall cease to bear interest. Upon surrender of any Note for redemption in accordance with such notice, the Redemption Price or the Outstanding Principal Balance (as applicable) of such Note, together with accrued and unpaid interest on such Note shall be paid as provided for in this Section 3.11. If any Note to be redeemed shall not be so paid upon surrender thereof for redemption, the amount in respect thereof shall continue to bear interest until paid from the Redemption Date at the interest rate applicable to such Note.
Section 3.12    Cure Advances. In the event that the amounts available for distribution under Section 3.09 hereof and from the Initial Liquidity Facility are insufficient to pay in full any Interest Amount, Scheduled Principal Payment Amount or any other amount then due and payable, the Administrative Agent shall promptly notify the Certificate Holders that any Certificate Holder(s) may elect, by written notice to the Trustee, the Administrative Agent and the Issuer to make Cure Advances in amounts (the “Cure Amounts”) sufficient to fund the payment of such amounts, subject to the limitations in Section 4.02 with respect to Cure Advances made to cure any defaults in the payment of Interest Amount on the Senior Series. Such written notice shall specify the amount of the Cure Advances, the date on which such Cure Advances are to be made and the amounts that are to be paid with Cure Advances. Such Cure Advances shall be deposited in the applicable Account and the Administrative Agent shall direct the Trustee to pay such amounts as are specified in the written notice from the applicable Certificate Holder(s). The Administrative Agent shall notify the Trustee in writing within one Business Day after the making of any Cure Advance that such Cure Advance has been made. All Cure Advances so deposited shall be paid to the applicable Person notwithstanding Section 3.09 hereof, Article X hereof or anything else to the contrary contained in


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this Indenture or the Security Trust Agreement. If the failure to have paid such amounts constitutes a Default or an Event of Default, the provisions of Section 4.02 shall govern the exercise of any remedies by the Trustee and the Security Trustee.
Section 3.13    Eligible Credit Facilities. Notwithstanding Section 3.09, Article X, or anything else to the contrary contained in this Indenture or the Security Trust Agreement, all amounts available in any Cash Collateral Account or drawn against any other Eligible Credit Facility shall be paid to such Holders of Notes (and holders of other obligations) for whose benefit such Eligible Credit Facility is stated to be established except to the extent otherwise provided in the Trustee Resolutions providing for such Eligible Credit Facility.
Section 3.14    Initial Liquidity Facility. (a) Facility Drawings. If the Administrative Agent determines in accordance with Section 3.07(g) hereof that after making all withdrawals (after giving effect to any withdrawals from the Liquidity Facility Reserve Account and transfers to be made with respect to the applicable Payment Date, including pursuant to Section 3.08), there is (i) a Required Expenses Shortfall, (ii) a Series A Interest Shortfall, (iii) a Senior Hedge Payment Shortfall and/or (iv) a Series B Interest Shortfall, in each case as calculated in Section 3.07(g), the Administrative Agent shall so notify the Trustee in writing and shall, no later than 5:00 p.m. (New York City time) four Business Days prior to such Payment Date, request a drawing (each such drawing, a “Facility Drawing”) under the Initial Liquidity Facility, to be paid on or prior to such Payment Date, in an amount equal to the lesser of (A) the aggregate amount of the Shortfalls described in clauses (i), (ii), (iii) and (iv) above (reduced by any amounts withdrawn and transferred pursuant to Section 3.08(d)(i), (ii) and (iii)) and (B) the Available Amount under the Initial Liquidity Facility.
(a)    Application of Facility Drawings. The proceeds of any Facility Drawing in respect of any Payment Date shall be deposited into the Initial Liquidity Payment Account and withdrawn on such Payment Date by the Operating Bank, upon Written Notice from the Administrative Agent, for application as follows: The Trustee shall, or shall cause the Operating Bank to, as set out in the Written Notice from the Administrative Agent, apply such proceeds, first, to the Expense Account the Required Expenses Shortfall for such Payment Date; second, in no order of priority inter se, but pro rata, (1) to the Series Account for the Initial Series A Notes, the Series A Interest Shortfall for such Payment Date and (2) pro rata, to each Hedge Provider, an amount equal to the Senior Hedge Payment Shortfall; and third, to the Series Account for the Initial Series B Notes, the Series B Interest Shortfall (in each case such Shortfall reduced by any transfers made on such Payment Date from the Security Deposit Account pursuant to Section 3.08(d)(i), (ii) and (iii)).
(b)    Downgrade Drawings. (i) The Initial Liquidity Facility Provider will promptly, but in any event within ten days of the occurrence of a Downgrade Event, deliver notice to the Trustee and the Administrative Agent of such Downgrade Event and the Downgrade Date.
(i)    If at any time a Downgrade Event has occurred, the Initial Liquidity Facility Provider or the Administrative Agent on behalf of the Issuer may arrange for a Replacement Liquidity Facility Provider to issue and deliver a Replacement


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Liquidity Facility to the Trustee and the Administrative Agent pursuant to Section 3.14(e)(ii) within the Downgrade Period (but not later than the expiration date of the Initial Liquidity Facility).
(ii)    After the occurrence of a Downgrade Event with respect to the Initial Liquidity Facility, if the Initial Liquidity Facility becomes a Downgraded Facility and is not replaced with a Replacement Liquidity Facility as provided in Section 3.14(c)(ii) within the Downgrade Period, the Administrative Agent shall, on the last day of the Downgrade Period, request a drawing in accordance with and to the extent permitted by the Initial Liquidity Facility (such drawing, a “Downgrade Drawing”) of the Available Amount thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be deposited into the Liquidity Facility Reserve Account and maintained and invested as provided in Section 3.14(f) hereof.
(iii)    If a Downgrade Drawing has been provided by the Initial Liquidity Facility Provider and subsequently the Initial Liquidity Facility ceases to be a Downgraded Facility, following written notice from the Initial Liquidity Facility Provider to the Administrative Agent that the Initial Liquidity Facility ceases to be a Downgraded Facility, any amounts of such Downgrade Drawing remaining in the Liquidity Facility Reserve Account shall be reimbursed to the Initial Liquidity Facility Provider in accordance with Section 3.01(j).
(c)    Non-Extension Drawings. If the Initial Liquidity Facility is to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Maturity Date with respect to the Initial Notes, then, no earlier than the 75th day and no later than the 30th day prior to the applicable Stated Expiration Date then in effect, the Administrative Agent may (but shall not be obligated to) request that the Initial Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the Final Maturity Date with respect to the Initial Notes and (ii) the first anniversary of the Stated Expiration Date then in effect (unless the obligations of the Initial Liquidity Facility Provider are earlier terminated in accordance with the Initial Liquidity Facility). Whether or not the Issuer or the Administrative Agent has made such request, the Initial Liquidity Facility Provider shall have the right to advise the Issuer no earlier than the 40th day (or, if earlier, the date of the Initial Liquidity Facility Provider’s receipt of such request, if any, from the Issuer) and no later than the 25th day prior to the then effective Expiry Date, whether, in its sole discretion, it has elected not to extend the Expiry Date or has rejected an Extension Request (a “Non-Extension Notice”). If the Initial Liquidity Facility Provider rejects the Extension Request or elects not to extend the then effective Expiry Date, the Initial Liquidity Facility Provider may, at its option in accordance with Section 3.14(e)(i), arrange for a Replacement Liquidity Facility to replace the Initial Liquidity Facility during the period no earlier than 45 days and no later than 10 days prior to the Stated Expiration Date. If, on or before the date which is 10 days prior to the Stated Expiration Date, the Initial Liquidity Facility Provider delivers a Non-Extension Notice and a Replacement Liquidity Facility has not been provided, the Administrative Agent (on behalf of the Issuer) shall immediately request a drawing (a “Non-Extension Drawing”) for the Available


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Amount. Amounts advanced pursuant to a Non‑Extension Drawing shall be deposited into the Liquidity Facility Reserve Account to the extent of the Available Amount. If the Initial Liquidity Facility Provider does not give a Non‑Extension Notice to the Issuer and the Administrative Agent by the 25th day prior to the Stated Expiration Date, then the effective Stated Expiration Date shall be automatically extended to the earlier of (i) the date that is 15 days after the Final Maturity Date with respect to the Notes, and (ii) the first anniversary of the then effective Stated Expiration Date.
(d)    Issuance of Replacement Liquidity Facility. (i) If the Initial Liquidity Facility Provider shall not extend the Stated Expiration Date in accordance with Section 3.14(d), then either the Initial Liquidity Facility Provider or the Issuer may, at their respective options, arrange for a Replacement Liquidity Facility to replace the Initial Liquidity Facility during the period no earlier than 45 days and no later than 10 days prior to the then effective Stated Expiration Date.
(i)    If a Downgrade Event shall have occurred with respect to the Initial Liquidity Facility in accordance with Section 3.14(c), then either the Initial Liquidity Facility Provider or the Issuer may, at their respective options, arrange for a Replacement Liquidity Facility to replace the Initial Liquidity Facility within the Downgrade Period (but not later than the expiration date of the Initial Liquidity Facility); provided, however, that the Initial Liquidity Facility Provider may, at its option, arrange for a Replacement Liquidity Facility at any time following a Downgrade Drawing so long as the Administrative Agent on behalf of the Issuer has not already arranged for a Replacement Liquidity Facility.
(ii)    At any time after the Initial Closing Date, the Initial Liquidity Facility Provider may, at its option, arrange for a Replacement Liquidity Facility to replace the Initial Liquidity Facility.
(A)    No Replacement Liquidity Facility arranged by the Initial Liquidity Facility Provider or the Issuer in accordance with clauses (i), and (ii) and the first paragraph of clause (iii) shall become effective and no such Replacement Liquidity Facility shall be deemed an “Eligible Credit Facility” under this Indenture, unless and until (x) each of the conditions referred to in clauses (B) and (C) below shall have been satisfied, and (y) in the case of a Replacement Liquidity Facility arranged by the Initial Liquidity Facility Provider, such Replacement Liquidity Facility is acceptable to the Issuer.
(B)    In connection with the issuance of each Replacement Liquidity Facility, (x) the Administrative Agent shall, prior to the issuance of such Replacement Liquidity Facility, have received a Rating Agency Confirmation with respect to the Initial Notes (without regard to any downgrading of any rating of the Initial Liquidity Facility Provider being replaced pursuant to this Section 3.14(e)), (y) all Credit Facility Obligations then owing to the replaced Initial Liquidity Facility Provider (which payment


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shall be made first from available funds in the Liquidity Facility Reserve Account and thereafter from any other available source, including, without limitation, a drawing under the Replacement Liquidity Facility) shall be paid by the Operating Bank upon receipt of a Written Notice of the Administrative Agent setting forth the amount of the Credit Facility Obligations then owing to the replaced Initial Liquidity Facility Provider and (z) the issuer of the Replacement Liquidity Facility shall deliver the Replacement Liquidity Facility to the Administrative Agent, together with a legal opinion opining that such Replacement Liquidity Facility has been duly authorized, executed and delivered by, and is an enforceable obligation of, such Replacement Liquidity Facility Provider, such legal opinion to be reasonably satisfactory to the Controlling Party unless the legal opinion of counsel to the Replacement Liquidity Facility Provider is in form and substance substantially the same as the legal opinion of counsel to the Initial Liquidity Facility Provider delivered on the Initial Closing Date.
(C)    Upon satisfaction of the conditions set forth in clauses (A) and (B) of this Section 3.14(e)(iii) with respect to a Replacement Liquidity Facility, (w) the replaced Initial Liquidity Facility shall terminate, (x) the Administrative Agent shall, if and to the extent so requested by the Issuer or the Initial Liquidity Facility Provider being replaced, execute and deliver any certificate or other instrument required in order to terminate the replaced Initial Liquidity Facility, shall surrender the replaced Initial Liquidity Facility to the Initial Liquidity Facility Provider being replaced and shall execute and deliver the Replacement Liquidity Facility, (y) each of the parties hereto shall enter into any amendments to this Indenture and any other Related Documents necessary to give effect to (1) the replacement of the applicable Initial Liquidity Facility Provider with the applicable Replacement Liquidity Facility Provider and (2) the replacement of the applicable Initial Liquidity Facility with the applicable Replacement Liquidity Facility and (z) such Replacement Liquidity Facility Provider shall be deemed to be a provider of an Eligible Credit Facility with the rights and obligations of the Initial Liquidity Facility Provider hereunder and under the other Related Documents and such Replacement Liquidity Facility shall be deemed to be an Eligible Credit Facility (and, if so designated by the Controlling Trustees, the “Initial Liquidity Facility”) hereunder and under the other Related Documents.
For purposes of clarification, an assignment to an Eligible Provider as permitted thereunder by the provider of the Initial Liquidity Facility or any other Eligible Credit Facility shall not be considered a Replacement Liquidity Facility; provided that written notification of such assignment shall have been provided to the Rating Agencies, and the assignee has delivered to the Administrative Agent legal opinions with respect to due authorization, execution, delivery and enforceability substantially similar in scope and substance to the legal opinions delivered by counsel to the Initial Liquidity Facility Provider on the Initial Closing Date. Following any assignment in accordance with the


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provisions thereof and in the foregoing proviso, the assignee shall be deemed to be the “Initial Liquidity Facility Provider” for all purposes of the Related Documents.
(e)    Liquidity Facility Reserve Account; Withdrawals; Investments. All amounts drawn under the Initial Liquidity Facility by the Administrative Agent pursuant to Section 3.14(c), 3.14(d) or 3.14(i) hereof shall be deposited by the Administrative Agent into the Liquidity Facility Reserve Account. All amounts on deposit in the Liquidity Facility Reserve Account, including any amount deposited in accordance with clause (iv) of Section 3.09(a), shall be invested and reinvested in accordance with Section 3.02. Upon a request by the Initial Liquidity Facility Provider, the Administrative Agent shall provide the Initial Liquidity Facility Provider with the amount of Investment Earnings held in the Liquidity Facility Reserve Account as of the Calculation Date. On each Payment Date, the Administrative Agent shall direct the Operating Bank in writing to pay to the Initial Liquidity Facility Provider all Investment Earnings on amounts on deposit in the Liquidity Facility Reserve Account. Amounts on deposit in the Liquidity Facility Reserve Account shall be withdrawn by or at the direction of the Administrative Agent under the following circumstances:
(i)    in accordance with Section 3.01(j);
(ii)    on any Payment Date, if the amount in the Liquidity Facility Reserve Account exceeds the Maximum Facility Commitment, then the Administrative Agent shall direct the Operating Bank to withdraw, upon Written Notice from the Administrative Agent, from such Account such excess and pay such amount to the Initial Liquidity Facility Provider;
(iii)    if a Replacement Liquidity Facility is established following the date on which funds have been deposited into the Liquidity Facility Reserve Account, the Administrative Agent shall direct the Operating Bank to withdraw, upon Written Notice from the Administrative Agent, all amounts on deposit in the Liquidity Facility Reserve Account and shall pay such amounts to the replaced Initial Liquidity Facility Provider until all Credit Facility Obligations owed to such Person shall have been paid in full, and shall deposit any remaining amount in the Collections Account;
(iv)    in the event that (x) the Outstanding Principal Balance of, and accrued and unpaid interest on, the Notes have been paid in full or (y) the Initial Notes are no longer entitled to the benefits of the Initial Liquidity Facility in accordance with the terms thereof, the Administrative Agent shall direct the Operating Bank to withdraw, upon Written Notice from the Administrative Agent, all amounts from the Liquidity Facility Reserve Account and pay such amounts to the Initial Liquidity Facility Provider until all Credit Facility Obligations owed to the Initial Liquidity Facility Provider shall have been paid in full, and shall deposit any remaining amount in the Collections Account; and
(v)    15 days after the Final Maturity Date with respect to the Initial Notes, the Operating Bank shall withdraw, upon Written Notice from the Administrative


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Agent, all amounts on deposit in the Liquidity Facility Reserve Account and shall pay such amounts to the Initial Liquidity Facility Provider until all Credit Facility Obligations owed to such Person shall have been paid in full, and shall deposit any remaining amount in the Collections Account.
(f)    Reinstatement. With respect to any Facility Drawing under the Initial Liquidity Facility, upon the reimbursement to the Initial Liquidity Facility Provider in full or in part of the amount of such Facility Drawing, together with any accrued interest thereon, the Available Amount of the Initial Liquidity Facility shall be reinstated by an amount equal to the amount of such Facility Drawing so reimbursed to the Initial Liquidity Facility Provider but not to exceed the Maximum Facility Commitment; provided, however, that the Available Amount shall not be so reinstated in part or in full at any time (i) if a Liquidity Facility Event of Default shall have occurred and be continuing or (ii) if a Downgrade Drawing, Non-Extension Drawing or Final Drawing shall have been made.
(g)    Reimbursement. The amount of each Facility Drawing under the Initial Liquidity Facility and any amounts withdrawn from the Liquidity Facility Reserve Account following a Downgrade Drawing, a Non-Extension Drawing or a Final Drawing shall be due and payable, together with interest thereon, on the dates and at the rates, respectively, provided in the Initial Liquidity Facility but only to the extent that Available Collections are sufficient to pay such amounts in the order of priority set forth in Section 3.09.
(h)    Final Drawing. Upon receipt from the Initial Liquidity Facility Provider of a Termination Notice with respect to the Initial Liquidity Facility, the Administrative Agent shall, not later than the date specified in such Termination Notice, in accordance with the terms of the Initial Liquidity Facility, request in writing a drawing under the Initial Liquidity Facility of the Available Amount (a “Final Drawing”). Proceeds of a Final Drawing shall be deposited into the Liquidity Facility Reserve Account to the extent of the Available Amount, in accordance with clause (f) above.
(i)    Initial Liquidity Facility Provider Consent. To the extent that the Initial Liquidity Facility Provider’s consent or approval is required under this Indenture or any other Related Document, or any notice or other document is required to be provided to the Initial Liquidity Facility Provider, such consent is not required and such notice or document is not required to be given in the event that a Liquidity Facility Non-Consent Event has occurred.
Section 3.15    Excluded Property.
Notwithstanding anything to the contrary in any Related Document:
(a)    No Excluded Asset, Excluded Company, Excluded Agreement or other Excluded Property shall be considered an “Initial Asset”, “Asset”, “Issuer Group Member”, “Issuer Subsidiary”, “Lease” or “Collateral” for any purpose under any Related Document. Any security interest held by the Security Trustee in the Excluded Property shall be released


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on the date hereof and the Issuer shall instruct the Security Trustee to take applicable actions in connection with such release, as further described in the Security Trust Agreement.
(b)    Promptly upon receipt of any Excluded Payment, the Managing Agent shall cause each Excluded Payment to be paid at the direction of Willis Lease.  No Excluded Payment shall be considered “Collections” or part of the “Available Collections Amount” for any purpose under any Related Document; provided, however, that none of the Trustee, the Security Trustee or the Operating Bank shall (i) be deemed to have knowledge as to whether any amounts received constitute an Excluded Payment or (ii) have any responsibility to investigate, monitor or notify any Person of the foregoing.  Willis Lease (or the Servicer or Administrative Agent on its behalf) shall be permitted to direct any payor under an Excluded Agreement or otherwise to make any Excluded Payment to an account of Willis Lease or its nominee or otherwise an account other than an Account.
(c)    Willis Lease’s consent shall be required for any amendment to, and Willis Lease shall be a third party beneficiary of, this Section 3.15, regardless of whether Willis Lease is the Certificate Holder or otherwise a party hereto at the time of any such amendment.

ARTICLE IV
DEFAULT AND REMEDIES
Section 4.01    Events of Default. Each of the following events shall constitute an “Event of Default” hereunder, and each such Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied:
(a)    failure to pay when due the Interest Amount on the Series A Notes (or, if the Series B Notes are the Senior Series, the Series B Notes) and the continuance of such default is unremedied for a period of five Business Days after the same shall have become due and payable;
(b)    failure to pay the outstanding principal of any Note, or failure to pay all accrued and unpaid Interest Amount on any Note, in each case on the applicable Final Maturity Date;
(c)    failure to pay any amount (other than amounts provided for in clause (a) or (b) of this Section 4.01) when due and payable in connection with any Note to the extent that there are, on any Payment Date, amounts available for such payment in the Collections Account or under the Initial Liquidity Facility after payment of all Prior Ranking Amounts, and the continuance of such default for a period of 10 Business Days after such Payment Date;
(d)    failure of any of the representations or warranties of the Issuer under this Indenture or the Security Trust Agreement to be true and correct or failure by the Issuer to


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comply with any of the covenants, obligations, conditions or provisions binding on it under this Indenture, the Security Trust Agreement or any of the Notes (other than a payment default for which provision is made in clause (a), (b) or (c) of this Section 4.01), if in any such case such failure materially adversely affects the Holders of the Senior Series and continues for a period of 30 days or more (or, if such failure is capable of remedy within 90 days (or in the case of a failure with respect to a covenant contained in Section 5.02(t) and in Section 5.03, 180 days) of the date of the written notice referred to below and the Administrative Agent has promptly provided the Trustee with a certificate stating that the Issuer has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such failure, 90 days (or 180 days, as applicable) or more so long as the Issuer or any Issuer Subsidiary is diligently pursuing such remedy but in any event no longer than 90 days (or 180 days, as applicable)) after written notice thereof has been given to the Issuer by the Controlling Party;
(e)    a court having jurisdiction in the premises enters a decree or order for (i) relief in respect of the Issuer or any direct or indirect subsidiary thereof (other than a Non-Significant Subsidiary), under any Applicable Law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law now or hereafter in effect; (ii) appointment of a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator or similar official of the Issuer or any direct or indirect subsidiary thereof (other than a Non-Significant Subsidiary); or (iii) the winding up or liquidation of the affairs of the Issuer or any direct or indirect subsidiary thereof (other than a Non-Significant Subsidiary) and, in each case, such decree or order shall remain unstayed or such writ or other process shall not have been stayed or dismissed within 90 days from entry thereof;
(f)    the Issuer or any direct or indirect subsidiary thereof (other than a Non-Significant Subsidiary) (i) commences a voluntary case under any Applicable Law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law now or hereafter in effect, or consents to the entry of an order for relief in any involuntary case under any such law; (ii) consents to the appointment of or taking possession by a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator or similar official of the Issuer or any direct or indirect subsidiary thereof (other than a Non-Significant Subsidiary) or for all or substantially all of the property and assets of the Issuer or any direct or indirect subsidiary thereof (other than a Non-Significant Subsidiary); or (iii) effects any general assignment for the benefit of creditors; or
(g)    one or more judgments or orders for the payment of money that are in the aggregate in excess of 5% of the Adjusted Portfolio Value (other than as a result of a judgment or order for the payment of any Indemnification Amounts or Special Litigation Expenses) shall be rendered against the Issuer or any Issuer Subsidiary (other than a Non-Significant Subsidiary) and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal


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or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be an Event of Default under this Section 4.01(g) if and for so long as (A)(i) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer, which shall be rated at least “A-” (or substantially equivalent rating) by A.M. Best Company or a similarly situated entity, has been notified of, and has not disputed the claim made for payment of, the amount of such judgment or order or (B) such judgment or order is for the payment of amounts (including Indemnification Amounts) owed or payable by the Issuer or any Issuer Subsidiary to any Secured Party under or pursuant to the Notes, this Indenture or any other Related Document and has been given in favor of a Person who has agreed to limit such Person’s recourse to the Issuer or such Subsidiary on the terms set forth in Section 12.04 or on substantially similar terms set forth in any Related Document binding on such Person.
Section 4.02    Acceleration, Rescission and Annulment. (a) If an Acceleration Default occurs and is continuing, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall automatically become due and payable without any further action by any party. If an Event of Default (other than an Acceleration Default) occurs and is continuing, the Trustee may, and upon the written direction of the Controlling Party shall, give a Default Notice to the Issuer, the Administrative Agent, the Initial Liquidity Facility Provider, the Servicer, the Senior Trustee and the Security Trustee declaring that an Event of Default has occurred and is continuing and declaring the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon to be due and payable. Upon delivery of a Default Notice, the Outstanding Principal Balance of the Notes and all accrued and unpaid interest thereon shall be due and payable. At any time after the Controlling Party has declared the Outstanding Principal Balance of the Notes to be due and payable pursuant to a Default Notice and prior to the exercise of any other remedies pursuant to this Article IV, the Controlling Party may, by Written Notice to the Issuer, the Administrative Agent, the Initial Liquidity Facility Provider, the Servicer, the Senior Trustee (if not the Controlling Party) and the Security Trustee, subject to Section 4.05(a), rescind and annul such declaration and thereby annul its consequences if: (i) there has been paid to or deposited with the Senior Trustee an amount sufficient to pay all overdue installments of interest on the Senior Series, and the principal or Redemption Price of the Notes that would have become due otherwise than by such declaration of Acceleration (including by reason of any Certificate Holder making Cure Advances as provided in the second paragraph of this Section 4.02(a)), (ii) the rescission or annulment would not conflict with any judgment or decree and (iii) all other Defaults and Events of Default, other than non-payment of interest and principal on the Notes that have become due solely because of such Acceleration have been cured or waived.
The Certificate Holders shall, subject to the last sentence of this paragraph, have a period of 120 days from delivery of a Default Notice to take such actions as they shall deem appropriate to cure the Event of Default described in such Default Notice, including the making of Cure Advances sufficient to fund the payment of Cure Amounts, provided that the relevant Certificate Holders advises the Trustee and the Security Trustee no later than 30 days after receipt of such notice that it intends to make such Cure Advances. Promptly upon making any Cure Advances, the relevant Certificate Holders shall notify the Administrative Agent, the Security Trustee and the Trustee in writing of the amount thereof and the obligations toward which such Cure Advances shall be applied


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at the written direction of the Administrative Agent. If such Event of Default is based on the failure to have paid the Interest Amount due on the Senior Series, and so long as the Security Trustee shall not have instituted proceedings for the foreclosure of the Encumbrances against the Collateral, the Certificate Holders shall have until the end of such 120-day period to make Cure Advances in an amount sufficient to pay the Interest Amount due prior to and during such 120-day period and may continue to make Cure Advances sufficient to pay the Interest Amount on the Senior Series for up to two Payment Dates after the end of such 120-day period. Each of the period from the delivery of a Default Notice to the 30th day after such delivery, and the period during which any Certificate Holders make Cure Advances to fund the payment of such Cure Amounts after notice of a Certificate Holder’s intention to make Cure Advances as provided above shall be referred to as the “Cure Period.” The Cure Period may terminate prior to the end of the 30‑day period described above, if the Certificate Holders at any time advise the Trustee and the Security Trustee that they do not intend to make any Cure Advances. During the Cure Period, neither the Security Trustee nor the Trustee shall exercise any remedies against the Collateral under this Indenture or the Security Trust Agreement (or any other Security Document). Notwithstanding anything in this paragraph to the contrary, in no event shall the Certificate Holders have the right to make any Cure Advance or otherwise cure any Event of Default with respect to more than six Payment Dates within any 24-month period.
(a)    Notwithstanding Section 4.01 and this Section 4.02, after the occurrence and during the continuance of an Event of Default, no Holders of any Series B Notes or Series C Notes shall be permitted to give or direct the giving of a Default Notice, or to exercise any remedy in respect of such Event of Default until all interest and principal and premium, if any, on the Senior Series (if such Series is not the Senior Series) and all other amounts due to the Holders of the Senior Series (if such Series is not the Senior Series) shall have been paid in full.
(b)    The Trustee shall provide each Rating Agency with a copy of any Default Notice it receives pursuant to this Indenture.
Section 4.03    Other Remedies. If an Event of Default occurs and is continuing, and no Cure Period is continuing, the Trustee may, and at the written direction of the Controlling Party shall, subject to the quiet enjoyment rights of any Lessee pursuant to a Lease, pursue any available remedy by proceeding at law or in equity to collect the payment of principal or Redemption Price of, or interest on, the Notes or to enforce the performance of any provision of the Notes or this Indenture.
The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.
Section 4.04    Limitation on Suits. Without limiting the provisions of Section 4.09 and the final sentence of Section 12.04, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, the Security Trust Agreement or the Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


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(a)    such Holder holds Notes of the Senior Series and has previously given written notice to the Senior Trustee of a continuing Event of Default;
(b)    Holders of a Required Majority of the Senior Series make a written request to the Senior Trustee to pursue a remedy hereunder;
(c)    such Holder or Holders offer to the Senior Trustee an indemnity reasonably satisfactory to the Senior Trustee against any costs, expenses and liabilities to be incurred in complying with such request;
(d)    the Senior Trustee does not comply with such request within 60 days after receipt of the request and the offer of indemnity;
(e)    during such 60-day period, the Controlling Party does not give the Senior Trustee a revocation or direction inconsistent with such request; and
(f)    the Senior Trustee is the sole Controlling Party.
No one or more Holders may use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain or seek to obtain any preference or priority not otherwise created by this Indenture and the terms of the Notes over any other Holder or to enforce any right under this Indenture, except in the manner herein provided.
Section 4.05    Waiver of Existing Defaults. (a) The Trustee may, and at the written direction of the Controlling Party shall, waive any existing Default hereunder and its consequences, except no waiver may be given with respect to a Default: (i) in the deposit or distribution of any payment required to be made on any Notes, (ii) in the payment of the interest on, principal of or premium, if any, with respect to any Note or (iii) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Note or other parties affected thereby. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Each such notice of waiver shall also be given to each Rating Agency.
(a)    Any written waiver of a Default or an Event of Default given by the Controlling Party (along with any other party whose consent to such waiver is required pursuant to the terms of this Indenture) to the Trustee and the Issuer in accordance with the terms of this Indenture shall be binding upon the Trustee, the other parties hereto and the Holders. Unless such writing expressly provides to the contrary, any waiver so granted shall extend only to the specific event or occurrence which gave rise to the Default or Event of Default so waived and not to any other similar event or occurrence which occurs subsequent to the date of such waiver.
Section 4.06    Restoration of Rights and Remedies. If the Trustee or any Holder of the Senior Series has instituted any proceeding to enforce any right or remedy under this Indenture, and such proceeding has been discontinued or abandoned for any reason, or has been determined


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adversely to the Trustee or such Holder, then in every such case the Issuer, the Trustee, the Initial Liquidity Facility Provider and the Holders (as applicable) shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.
Section 4.07    Remedies Cumulative. Each and every right, power and remedy herein given to the Trustee (or the Controlling Party) specifically or otherwise in this Indenture shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Trustee (or the Controlling Party), and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Trustee (or the Controlling Party) in the exercise of any right, remedy or power or in the pursuance of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any Default on the part of the Issuer or to be an acquiescence therein.
Section 4.08    Authority of Courts Not Required. The parties hereto agree that, to the greatest extent permitted by law, the Trustee shall not be obliged or required to seek or obtain the authority of, or any judgment or order of, the courts of any jurisdiction in order to exercise any of its rights, powers and remedies under this Indenture, and the parties hereby waive any such requirement to the greatest extent permitted by law.
Section 4.09    Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture but subject to the provisions of Section 12.14 hereof, the right of any Holder to receive payment of principal or Redemption Price of, or interest on, its Note on or after the respective due dates therefor expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.
Section 4.10    Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of any Holder allowed in any judicial proceedings relating to any obligor on the Notes, its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and otherwise in accordance with the terms of this Indenture, and any custodian in any such judicial proceeding is hereby authorized by each obligee to make such payments to the Trustee, as administrative expenses associated with any such proceeding, and, in the event that the Trustee shall consent to the making of such payments directly from the obligee to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 8.01 and otherwise in accordance with the terms of this Indenture.


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Section 4.11    Undertaking for Costs. All parties to this Indenture agree, and each Holder by its acceptance of a Note shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defense made by the party litigant. This Section 4.11 does not apply to a suit instituted by the Trustee, a suit instituted by any Holder for the enforcement of the payment of principal or Redemption Price of, or interest on, its Note on or after the respective due dates expressed in such Note, or a suit by a Holder or Holders of more than 10% of the Outstanding Principal Balance of the Notes.
Section 4.12    Remedies; Rights of Controlling Party. Subject always to the provisions of this Article IV, the Controlling Party shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee; provided that (a) such direction shall not be in conflict with any rule of law or other applicable provisions of this Indenture and other Related Documents and would not involve the Trustee in personal liability or expense; and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. The Trustee irrevocably agrees (and the Holders (other than the Holders represented by the Senior Trustee) shall be deemed to agree by virtue of their purchase of the Notes) that the Senior Trustee shall have all of the rights granted to it under this Indenture, including the right to direct the Trustee to take certain action as provided for in this Indenture, and the Trustee hereby agrees to act in accordance with each such authorized direction of the Senior Trustee.
Section 4.13    Purchase Rights of Holders of Series B Notes. Upon the occurrence of an Event of Default, one or more of the Holders of the Series B Notes (each, a “Series B Purchaser”) may elect to purchase all, but not less than all, of the Series A Notes for a purchase price equal to the Outstanding Principal Balance of the Series A Notes, all accrued and unpaid interest and premium, if any, thereon and all other amounts due to the Holders of the Series A Notes. Such right shall be exercised by giving the Trustee written notice of the intent to purchase the Series A Notes in the form of Exhibit D-1 hereto (a “Series B Purchase Option Notice”) and the date on which such purchase is to be consummated (the “Series B Purchase Date”). The Series B Purchase Date shall be not less than 10 Business Days nor more than 20 Business Days after the date of the Series B Purchase Option Notice. If there is more than one Series B Purchaser, the Series A Notes shall be allocated between or among the Series B Purchasers in proportion to the Outstanding Principal Balance of their Series B Notes or on such other basis as such Holders of Series B Notes may agree, and the Series B Purchase Date shall be the latest date specified in the Series B Purchase Option Notices delivered by such Series B Purchasers. The Trustee shall promptly deliver a copy of each Series B Purchase Option Notice received by it to the Holders of the Series A Notes, the Issuer, the Servicer and the Administrative Agent. On the Series B Purchase Date, the Holders of the Series A Notes shall transfer the Series A Notes to the Series B Purchasers upon the tender to the Holders of the Series A Notes of the purchase price described in this Section 4.13, provided that, if any Holder of the Series A Notes does not present its Series A Note for transfer, such Series A Note shall be deemed to have been converted into a right to payment of the foregoing purchase price, without additional interest, and the Series B Purchasers shall be treated as the holders of such Series A Notes


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as and from such Series B Purchase Date. If any Series B Purchaser fails to consummate the purchase of the Series A Notes, such Series B Purchaser shall be deemed to have irrevocably waived its rights to purchase the Series A Notes, and, if there are multiple Series B Purchasers, the remaining Series B Purchasers must tender the purchase price allocable to the portion of the Series A Notes allocable to such defaulting Series B Purchaser, in such manner as they shall agree, or all such remaining Series B Purchasers shall be deemed to have cancelled the purchase of the Series A Notes pursuant to such Series B Purchase Option Notice. The non‑defaulting Series B Purchasers may unanimously elect to defer the Series B Purchase Date by not more than three Business Days for purposes of arranging such tender. Any transfer of Notes pursuant to this Section 4.13 shall be subject to the other transfer restrictions and requirements for the Notes set forth in this Indenture, including, without limitation, Section 2.16. If a Series C Purchase Option Notice or a Certificate Holder Purchase Option Notice shall have been delivered but the Series C Purchase Date or the Certificate Holder Purchase Date, respectively, shall not yet have occurred, no Series B Purchase Option Notice will have any effect.
Section 4.14    Purchase Rights of Holders of Series C Notes. Upon the occurrence of an Event of Default, one or more of the Holders of the Series C Notes (each, a “Series C Purchaser”) may elect to purchase all, but not less than all, of the Series A Notes and the Series B Notes for a purchase price equal to the aggregate Outstanding Principal Balance of the Series A Notes and the Series B Notes, all accrued and unpaid interest and premium, if any, thereon and all other amounts due to the Holders of the Series A Notes and the Series B Notes. Such right shall be exercised by giving the Trustee written notice of the intent to purchase the Series A Notes and the Series B Notes in the form of Exhibit D-2 hereto (a “Series C Purchase Option Notice”) and the date on which such purchase is to be consummated (the “Series C Purchase Date”). The Series C Purchase Date shall be not less than 10 Business Days nor more than 20 Business Days after the date of the Series C Purchase Option Notice. If there is more than one Series C Purchaser, the Series A Notes and the Series B Notes shall be allocated between or among the Series C Purchasers in proportion to the Outstanding Principal Balance of their Series C Notes or on such other basis as such Holders of Series C Notes may agree, and the Series C Purchase Date shall be the latest date specified in the Series C Purchase Option Notices delivered by such Series C Purchasers. The Trustee shall promptly deliver a copy of each Series C Purchase Option Notice received by it to the Holders of the Series A Notes and the Series B Notes, the Issuer, the Servicer and the Administrative Agent. On the Series C Purchase Date, the Holders of the Series A Notes and the Series B Notes shall transfer the Series A Notes and the Series B Notes to the Series C Purchasers upon the tender to the Holders of the Series A Notes and the Series B Notes of the purchase price described in this Section 4.14, provided that, if any Holder of the Series A Notes or the Series B Notes does not present its Series A Note or Series B Note for transfer, such Series A Note or Series B Note shall be deemed to have been converted into a right to payment of the foregoing purchase price, without additional interest, and the Series C Purchasers shall be treated as the holders of such Series A Notes and Series B Notes as and from such Series C Purchase Date. If any Series C Purchaser fails to consummate the purchase of the Series A Notes and the Series B Notes, such Series C Purchaser shall be deemed to have irrevocably waived its rights to purchase the Series A Notes and the Series B Notes, and, if there are multiple Series C Purchasers, the remaining Series C Purchasers must tender the purchase price allocable to the portion of the Series A Notes and the Series B Notes allocable to such defaulting Series C Purchaser, in such manner as they shall agree, or all such remaining Series C Purchasers


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shall be deemed to have cancelled the purchase of the Series A Notes and the Series B Notes pursuant to such Series C Purchase Option Notice. The non‑defaulting Series C Purchasers may unanimously elect to defer the Series C Purchase Date by not more than three Business Days for purposes of arranging such tender. Any transfer of Notes pursuant to this Section 4.14 shall be subject to the other transfer restrictions and requirements for the Notes set forth in this Indenture, including, without limitation, Section 2.16. The rights of the Series C Purchasers pursuant to this Section 4.14 shall continue regardless of whether any Holder of Series B Notes has previously exercised a purchase right pursuant to Section 4.13. If a Certificate Holder Purchase Option Notice shall have been delivered but the Certificate Holder Purchase Date shall not yet have occurred, no Series C Purchase Option Notice will have any effect.
Section 4.15    Purchase Rights of Certificate Holders. Upon the occurrence of an Event of Default, one or more of the Certificate Holders (each, a “Certificate Holder Purchaser”) may elect to purchase all, but not less than all, of the Notes for a purchase price equal to the Outstanding Principal Balance of the Notes, all accrued and unpaid interest and premium, if any, thereon and all other amounts due to the Holders. Such right shall be exercised by giving the Trustee written notice of the intent to purchase the Notes in the form of Exhibit D-3 hereto (a “Certificate Holder Purchase Option Notice”) and the date on which such purchase is to be consummated (the “Certificate Holder Purchase Date”). The Certificate Holder Purchase Date shall be not less than 10 Business Days nor more than 20 Business Days after the date of the Certificate Holder Purchase Option Notice. If there is more than one Certificate Holder Purchaser, the Notes shall be allocated between or among the Certificate Holder Purchasers in proportion to their percentage interest in the Beneficial Interest Certificates or on such other basis as such Certificate Holders may agree, and the Certificate Holder Purchase Date shall be the latest date specified in the Certificate Holder Purchase Option Notices delivered by such Certificate Holder Purchasers. The Trustee shall promptly deliver a copy of each Certificate Holder Purchase Option Notice received by it to the Holders, the Issuer, the Servicer and the Administrative Agent. On the Certificate Holder Purchase Date, the Holders shall transfer their Notes to the Certificate Holder Purchasers upon the tender to the Holders of the purchase price described in this Section 4.15, provided that, if any Holder does not present its Note for transfer, such Note shall be deemed to have been converted into a right to payment of the foregoing purchase price, without additional interest, and the Certificate Holder Purchasers shall be treated as the holders of such Notes as and from such Certificate Holder Purchase Date. If any Certificate Holder Purchaser fails to consummate the purchase of the Notes, such Certificate Holder Purchaser shall be deemed to have irrevocably waived its rights to purchase the Notes, and, if there are multiple Certificate Holder Purchasers, the remaining Certificate Holder Purchasers must tender the purchase price allocable to the portion of the Notes allocable to such defaulting Certificate Holder Purchaser, in such manner as they shall agree, or all such remaining Certificate Holder Purchasers shall be deemed to have cancelled the purchase of the Notes pursuant to such Certificate Holder Purchase Option Notice. The non‑defaulting Certificate Holder Purchasers may unanimously elect to defer the Certificate Holder Purchase Date by not more than three Business Days for purposes of arranging such tender. Any transfer of Notes pursuant to this Section 4.15 shall be subject to the other transfer restrictions and requirements for the Notes set forth in this Indenture, including, without limitation, Section 2.16. The rights of the Certificate Holder Purchasers pursuant to this Section 4.15 shall continue regardless of whether any Holder of


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Series B Notes or Series C Notes has previously exercised a purchase right pursuant to Section 4.13 or Section 4.14, as applicable.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 5.01    Representations and Warranties. The Issuer represents and warrants to the parties hereto as of the Initial Closing Date and as of each other date specified below in a particular representation and warranty as follows:
(a)    Due Organization. The Issuer is a statutory trust duly formed under the laws of Delaware and has the corporate power and authority to own or hold its properties and to enter into and perform its obligations under the Related Documents to which it is or will be a party, and each Issuer Subsidiary is a Person duly organized in its respective jurisdiction of organization, in each case with full power and authority to conduct its business; and none of the Issuer or any Issuer Subsidiary is in liquidation, bankruptcy or suspension of payments.
(b)    Special Purpose Status. The Issuer has not engaged in any activities since its formation (other than those (i) referred to in Section 5.01(b) of the Original Indenture, (ii) permitted or required under the Original Indenture and the “Related Documents” as defined in the Original Indenture and (iii) incidental to its formation and other appropriate trust steps and arrangements for the payment of fees to, and director’s and officer’s insurance for, the Controlling Trustees, the authorization and the issuance of the Initial Notes, the execution of the Related Documents and the activities referred to in or contemplated by such agreements).
(c)    Non-Contravention. The acquisition of the Initial Assets and interests in the Initial Leases either directly or through the purchase of the Issuer Subsidiaries pursuant to the Asset Purchase Agreement, the creation of the Initial Notes, the issuance, execution and delivery by the Issuer of, and the compliance by the Issuer with the terms of the Initial Notes and the other Related Documents to which it is a party, and the execution and delivery by each Issuer Group Member of, and compliance by it with the terms of each of the Related Documents to which it is a party:
(i)    do not on the Initial Closing Date and will not on any Delivery Date or Payment Date conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, the constitutional documents of the Issuer or any Issuer Subsidiary or with any existing law, rule or regulation applying to or affecting the Issuer or any Issuer Subsidiary or any judgment, order or decree of any government, governmental body or court having jurisdiction over the Issuer or any Issuer Subsidiary; and
(ii)    do not on the Initial Closing Date constitute a default under, any deed, indenture, agreement or other instrument or obligation to which the Issuer or any


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Issuer Subsidiary is a party or by which any of them or any part of their undertaking, assets, property or revenues are bound.
(d)    Due Authorization. The acquisition of the Initial Assets and interests in the Initial Leases, the creation, execution and issuance of the Initial Notes, the execution and issue or delivery by the Issuer and each Issuer Subsidiary of the Related Documents executed by it and the performance by each of them of their obligations hereunder and thereunder and the arrangements contemplated hereby and thereby to be performed by each of them have been duly authorized by each of them.
(e)    Validity and Enforceability. This Indenture constitutes, and the other Related Documents to which it is a party, when executed and delivered and, in the case of the Initial Notes, when issued and authenticated, will constitute valid, legally binding and (subject to general equitable principles, insolvency, liquidation, reorganization and other laws of general application relating to creditors’ rights or claims or the concepts of materiality, reasonableness, good faith and fair dealing) enforceable obligations of each of the Issuer and each Issuer Subsidiary executing the same.
(f)    No Event of Default or Rapid Amortization Event. No Event of Default or Rapid Amortization Event has occurred and is continuing and no event has occurred that with the passage of time or notice or both would become an Event of Default or Rapid Amortization Event.
(g)    No Encumbrances. Subject to the Security Interests created in favor of the Security Trustee and except for Permitted Encumbrances, there exists no Encumbrance over the assets or undertaking of (i) the Issuer which ranks prior to or pari passu with the obligation to make payments on the Initial Notes or (ii) any Issuer Subsidiary.
(h)    No Consents. All consents, approvals, authorizations or other orders of all regulatory authorities required (excluding any required by the other parties to the Related Documents) for or in connection with the execution and performance of the Related Documents by the Issuer and each Issuer Subsidiary and the issue and performance of the Initial Notes and the offering of the Initial Notes by the Issuer have been obtained and are in full force and effect and not contingent upon fulfillment of any condition.
(i)    No Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of the Issuer, threatened against or affecting, the Issuer or any Issuer Subsidiary before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Indenture (including the Exhibits and Schedules attached hereto) and the other Related Documents or which could reasonably be expected to have a material adverse effect on the ability of the Issuer or any Issuer Subsidiary to perform its obligations under the Related Documents.
(j)    Employees, Subsidiaries. The Issuer and each Issuer Subsidiary have no employees. Directors, officers, managers and trustees are not employees for purposes of


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this paragraph (j). Set forth in Schedule 2 is a true and complete list, as of the date hereof, of all Issuer Subsidiaries existing on the Initial Closing Date, together with their jurisdictions of organization.
(k)    Ownership. The Issuer or an Issuer Subsidiary is the beneficial owner of the Collateral, free from all Encumbrances and claims whatsoever other than Permitted Encumbrances (including the Security Interests created in favor of the Security Trustee).
(l)    No Filings. Under the laws of the States of Delaware and New York, the Federal laws of the United States of America or the laws of the jurisdiction of organization of any Issuer Subsidiary, it is not necessary or desirable that this Indenture or any other Related Document to which the Issuer or an Issuer Subsidiary is a party (other than evidences of the Security Interests) be filed, recorded or enrolled (other than the filing of the Certificate of Trust in the office of the Secretary of State of the State of Delaware which filing has been made and the other filing and registrations contemplated by the Security Trust Agreement and the other Security Documents that have been made) with any court or other authority in any such jurisdictions or that any stamp, registration or similar Tax be paid on or in relation to this Indenture or any of the other Related Documents.
(m)    Assets. Schedule 1 contains a true and complete list of all Assets constituting Initial Assets as of the Initial Closing Date, each of which is, as of the Initial Closing Date, expected to be owned by Wells Fargo Trust Company, National Association, Bank of Utah, or U.S. Bank, in each case not in its individual capacity but solely as owner trustee under a trust agreement with the Issuer or an Issuer Subsidiary as of the Initial Closing Date or as of the Delivery Date for each of such Assets, as applicable. Except as otherwise set forth therein, as of the Initial Closing Date, with respect to each of the Initial Assets listed on Schedule 1 that are not subject to the Asset Purchase Agreement, and with respect to each of the Initial Assets listed on Schedule 1 to be acquired pursuant to the Asset Purchase Agreement, after such Initial Asset has been delivered under the Asset Purchase Agreement on the applicable Delivery Date, the applicable Asset Trustee will have such title to such Asset as was conveyed to such Person, free and clear of all Encumbrances created by or through such Person other than Permitted Encumbrances.
(n)    Asset Related Documents. Each Asset Related Document is a legal, valid and binding agreement of the Person within the Issuer Group that is a party thereto (including by way of assignment or novation) and is enforceable against such Person within the Issuer Group that is a party thereto in accordance with its terms except where enforceability may be limited by general equitable principles, insolvency, liquidation, reorganization and other laws of general application relating to creditors’ rights or claims or the concepts of materiality, reasonableness, good faith and fair dealing.
(o)    Other Representations. The representations and warranties made by the Issuer and each Issuer Subsidiary in any of the other Related Documents are true and accurate as of the date made.


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(p)    Investment Company Act. The Issuer is not required to register as an “investment company” as defined in the Investment Company Act, such determination by the Issuer having been made in reliance on one or more bases other than the exceptions from the definition of “investment company” provided in Sections 3(c)(1) and 3(c)(7) of the Investment Company Act, including that the Issuer does not come within the definition of “investment company” under Section 3(a)(1) of the Investment Company Act.
(q)    USA Patriot Act. To the extent applicable, the Issuer and each Issuer Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). No part of the proceeds of the Notes will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.
(r)    Anti-Money Laundering Laws. Each of the Issuer and the Issuer Subsidiaries has not engaged in any transaction, investment, undertaking or activity in violation of the anti-corruption, anti-bribery anti-money laundering laws, rules or regulations of any jurisdiction in each case as they may be applicable to the Issuer or any of the Issuer Subsidiaries, all as amended (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 Issuer Subsidiary is, with respect to the Anti-Money Laundering Laws, pending or, to the knowledge of the Issuer, threatened.
(s)    Sanctions. Each of the Issuer and the Issuer Subsidiaries is not and, to the knowledge of the Issuer, no director, officer, agent, employee or Affiliate of the Issuer or any of the Issuer Subsidiaries is (or is owned or controlled by a Person that is), (A) the target of any economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the United Kingdom, the European Union or any member state thereof, or any governmental authority which has jurisdiction over the Issuer, any Issuer Subsidiary or any Secured Party (each, a “Sanctions Authority”) or (B) located, organized or resident in a country which is the subject of any such economic sanctions; and the Issuer will not use, directly or indirectly, any of the proceeds of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, for the purpose of conducting business in or with, engaging in any transaction in or with, or financing the activities of, any country or Person that is the target of any economic sanctions administered by any Sanctions Authority in any manner which will violate any such economic sanctions.
(t)    Covered Fund. The Issuer is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as contemplated by the Related


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Documents, the Issuer will not be, a “covered fund” as defined in the final regulations issued December 10, 2013, implementing the “Volcker Rule” (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act).
(u)    Tax Treatment. The Issuer is treated for U.S. federal income tax purposes as a disregarded entity that is a branch of a Permitted Person. Each Issuer Subsidiary that is created or organized in or under the laws of the United States or any State thereof or the District of Columbia or that is subject to U.S. federal income tax on a net income basis is a disregarded entity for U.S. federal income tax purposes.
Section 5.02    General Covenants. The Issuer hereby covenants as follows:
(a)    No Release of Obligations. The Issuer will not take, or knowingly permit any Issuer Subsidiary to take, any action which would amend, terminate or discharge or prejudice the validity or effectiveness of this Indenture (other than as permitted herein) or any other Related Document or permit any party to any such document to be released from such obligations, except, in each case, any such action in accordance with the requirements set forth therein or as otherwise permitted or contemplated by the terms of this Indenture or such other Related Documents (including making any necessary amendments in connection with the issuance of any Refinancing Notes), provided that such actions may be taken or permitted if the Issuer will have first obtained a Trustee Resolution determining that such permitted action or release does not materially adversely affect the interests of the Holders and shall have given prior notice of such action or release to the Rating Agencies; provided further that, in any case, (i) the Issuer shall not enter into any amendment or modification to any conflicts standard or duty of care in such agreements and (ii) there must be at all times an Administrative Agent with respect to the Administrative Services (as defined in the Administrative Agency Agreement) and a Servicer with respect to all Assets in the Portfolio (provided that, if the Servicer terminates the Servicing Agreement in accordance with the terms thereof, this Section 5.02(a) shall not be violated if the Issuer uses its best efforts to obtain a successor servicer).
(b)    Encumbrances. The Issuer shall not, and shall not permit any Issuer Subsidiary to, create, incur, assume or suffer to exist any Encumbrance, other than: (i) any Permitted Encumbrance, (ii) Encumbrances over rights in or derived from Leases, subject to the approval of the Controlling Party and a Rating Agency Confirmation (provided that any transaction or series of transactions resulting in such Encumbrance, taken as a whole, does not materially adversely affect the amount of Collections that would have been received by the Issuer and any other Issuer Group Member from such Lease had such Encumbrance not been created), (iii) any Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by any Issuer Subsidiary; provided that the proceeding relating to such Encumbrance or the continued existence of such Encumbrance does not give rise to any reasonable likelihood of the sale, forfeiture or other loss of the affected asset or for which such Issuer Subsidiary shall have set aside adequate reserves, (iv) any Encumbrance consisting of any transfer of title to or Lease of an Asset (A) to or in favor of a trust or another entity for the purposes of registering the Asset under


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the laws of an applicable jurisdiction, or for tax or other regulatory purposes, so long as an Issuer Group Member retains the beneficial or economic ownership of the Asset, or (B) from such trust or another entity to an Issuer Group Member (subject, in the case of subclause (A) of this subclause (iv) to the limitations set forth in Section 5.02(p)(vi)), and (v) any Encumbrance created in connection with a surety bond, letter of credit or similar instrument to be obtained by the Issuer or any Issuer Subsidiary in connection with the repossession of an Asset or other enforcement action under a Lease.
(c)    Indebtedness. The Issuer will not, and will not permit any Issuer Subsidiary to, incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for the payment of, contingently or otherwise, whether present or future (in any such case, to “Incur”), Indebtedness, other than:
(i)    Indebtedness in respect of the Initial Notes;
(ii)    Indebtedness in respect of any Refinancing Notes; provided that the requirements for the issuance of such Refinancing Notes set forth in Section 2.10(a) have been met;
(iii)    Indebtedness in respect of Guarantees by any Issuer Group Member of any other Issuer Group Member;
(iv)    obligations to each Seller under any Acquisition Agreement and any related lease assignment and assumption agreements or novation agreements and obligations to Lessees and others under the documents related thereto, including any Indebtedness owed to any Lessee under any such agreement or the Lease or Future Lease with respect to maintenance contributions, redelivery condition adjustment payments or any other obligation of the Issuer or any Issuer Subsidiary to a Lessee;
(v)    Indebtedness under currency and interest rate exchange transactions described in Section 5.02(f)(iv), upon such terms and conditions as the Controlling Trustees see fit and otherwise meeting the requirements of this Indenture;
(vi)    Indebtedness under intercompany loans or any agreement between the Issuer and any Issuer Subsidiary or between any Issuer Group Members (each, an “Intercompany Loan”); provided that such Indebtedness shall be subordinated to the Notes;
(vii)    Indebtedness of the Issuer under the Initial Liquidity Facility and any Replacement Liquidity Facility entered into in accordance with Section 3.14(e);
(viii)    Indebtedness Incurred in connection with repossession, detention or other enforcement action in respect of an Asset or under a Lease, and Indebtedness in favor of the provider of a surety bond, letter of credit or similar instrument to be obtained by the Issuer or any Issuer Subsidiary in connection with the repossession, detention or other enforcement action in respect of an Asset or under a Lease;


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(ix)    Obligations to the Servicer under the Servicing Agreement and Indebtedness which the Servicer is expressly permitted under the Servicing Agreement to Incur on behalf of any Issuer Group Member without seeking the approval of the Issuer; and
(x)    Indebtedness consisting of Additional Advances and Cure Advances made and applied in accordance with this Indenture.
(d)    Restricted Payments. The Issuer will not, and will not permit any Issuer Subsidiary to, (i) declare or pay any dividend or make any distribution on its Stock held by Persons other than any Issuer Group Member; provided that, so long as no Event of Default shall have occurred and be continuing and to the extent there are available funds therefor in the Collections Account on the applicable Payment Date, the Issuer may make payments on the Beneficial Interest Certificates to the extent of the aggregate amount of distributions made to the Issuer pursuant to Section 3.09 or any indenture supplemental hereto relating to the Notes; (ii) purchase, redeem, retire or otherwise acquire for value any Issuer Beneficial Interest in the Issuer or any shares of Stock in any Issuer Group Member held by or on behalf of Persons other than any Issuer Group Member or any Permitted Holder; (iii) make any payment of interest, principal or premium, if any, on any of the Notes or make any voluntary or optional repurchase, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any Issuer Subsidiary that is not owed to a Person other than any Issuer Group Member other than in accordance with this Indenture or the other Related Documents; provided that the Issuer may repurchase, defease or otherwise acquire or retire any of the Notes from a source other than from Collections (other than out of amounts distributed to the Issuer in accordance with Section 3.09) so long as any Refinancing Notes of the Issuer issued in connection with such transactions has been issued in accordance with the terms of this Indenture, and provided further that the Issuer may pay a Consent Fee with the approval of a Special Majority of the Controlling Trustees, provided that such Consent Fee is not materially adverse to the Holders of any Series of Notes; or (iv) make any Investments, other than Permitted Account Investments and Investments permitted under Section 5.02(f) hereof.
(e)    Limitation on Dividends and Other Payments. The Issuer will not, and will not permit any Issuer Subsidiary to, create or otherwise suffer to exist any consensual limitation or restriction of any kind on the ability of the Issuer or any Issuer Subsidiary to (i) declare or pay dividends or make any other distributions permitted by Applicable Law, or purchase, redeem or otherwise acquire for value, any Issuer Beneficial Interest in the Issuer or the Stock of any such Issuer Subsidiary, as the case may be; (ii) pay any Indebtedness owed to the Issuer or such Issuer Subsidiary; (iii) make loans or advances to the Issuer or such Issuer Subsidiary; or (iv) transfer any of its property or assets to the Issuer or any Issuer Subsidiary; provided that this Section 5.02(e) shall not restrict any consensual encumbrances or other restrictions: (A) existing on the Initial Closing Date or, in the case of any Asset, the Delivery Date of such Asset, under any Related Document, and any amendments, extensions, refinancings, renewals or replacements of such documents; provided that such consensual encumbrances and restrictions in any such amendments, extensions, refinancings, renewals


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or replacements are no less favorable in any material respect to the Holders than those previously in effect and being amended, extended, refinanced, renewed or replaced; or (B) in the case of clause (iv), (x) that restrict in a customary manner the subletting, assignment or transfer of any property or asset or (y) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or consensual encumbrance on, any property or assets of the Issuer or any Issuer Subsidiary not otherwise prohibited by this Indenture. Nothing contained in this Section 5.02(e) shall prevent the Issuer or any Issuer Subsidiary from creating, incurring, assuming or suffering to exist any Encumbrances not otherwise prohibited under this Indenture.
(f)    Business Activities. The Issuer will not, and will not permit any Issuer Subsidiary to, engage in any business or activity other than:
(i)    purchasing or otherwise acquiring (subject to Section 5.02(q) hereof), owning, holding, converting, maintaining, modifying, managing, operating, leasing, re-leasing and (subject to Section 5.02(p) hereof) selling or otherwise disposing of the Assets (or related Asset Interests) and entering into all contracts and engaging in all related activities incidental thereto, including from time to time accepting, exchanging, holding or permitting any Issuer Subsidiary to accept, exchange or hold promissory notes, contingent payment obligations or equity interests of Lessees or their Affiliates issued in connection with the bankruptcy, reorganization or other similar process, or in settlement of delinquent obligations or obligations anticipated to be delinquent of such Lessees or their respective Affiliates in the ordinary course of business (an “Allowed Restructuring”);
(ii)    issuing loans to, and guaranteeing or otherwise supporting the obligations and liabilities of any Issuer Subsidiary, in each case on such terms and in such manner as the Controlling Trustees shall see fit and (whether or not the Issuer or any Issuer Subsidiary derives a benefit therefrom) so long as such loans, guarantees or other supports are provided in connection with the purposes set forth in clause (i) of this Section 5.02(f); provided that written notification shall have been given to each Rating Agency of such loan, guarantee or other support if such loan, guarantee or other support is not being provided by an Issuer Group Member in respect of the lease, purchase, maintenance, modification, refurbishment, repair or sale of any Asset or otherwise consistent with the customary practices of the Servicer;
(iii)    financing or refinancing the business activities described in clause (i) of this Section 5.02(f) through the offer, sale and issuance of one or more Series of Notes (subject to the limitations of this Indenture) and any other securities of the Issuer, upon such terms and conditions as the Controlling Trustees see fit, for cash or in payment or in partial payment for any property purchased or otherwise acquired by any Issuer Group Member;
(iv)    engaging in currency and interest rate exchange transactions for the purposes of avoiding, reducing, minimizing, hedging against or otherwise managing the risk of any loss, cost, expense or liability arising, or which may arise, directly


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or indirectly, from any change or changes in any currency or interest rate exchange rate or in the price or value of any of the Issuer’s or any Issuer Subsidiary’s property or assets, within limits and with providers specified by the Trustee Resolution providing therefor from time to time and submitted to the Rating Agencies and the Initial Liquidity Facility Provider, including, but not limited to, dealings, whether involving purchases, sales or otherwise, in foreign currency, spot and forward interest rate exchange contracts, forward interest rate agreements, caps, floors and collars, futures, options, swaps and any other currency, interest rate and other similar hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing;
(v)    (A) subject to the other limitations of this Indenture, establishing, promoting and aiding in promoting, constituting, forming or organizing companies, trusts (including entering into trust agreements in connection therewith), syndicates, partnerships or other entities of all kinds in any part of the world for the purposes set forth in clause (i) of this Section 5.02(f), (B) acquiring, holding and disposing of shares, securities and other interests in any such trust, company, syndicate, partnership or other entity and (C) disposing of shares, securities and other interests in, or causing the dissolution of, any Issuer Group Member; provided that any such disposition which results in the disposition of an Asset meets the requirements for a Permitted Asset Disposition;
(vi)    purchasing, acquiring, surrendering and assigning policies of insurance and assurances with any insurance company or companies which the Servicer determines to be necessary or appropriate in accordance with the Servicing Agreement and to pay the premiums thereon;
(vii)    executing, delivering and performing its obligations under the Related Documents; and
(viii)    taking any action that is incidental to, or necessary to effect, any of the actions or activities set forth above.
(g)    Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person or Persons, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease or disposition, a “Merger Transaction”), except where:
(i)    unless the proceeds of the Merger Transaction are applied to redeem the Notes in whole, the resulting entity is a special purpose entity, the charter of which is substantially similar to the Trust Agreement, and, after such Merger Transaction, (A) payments from such resulting entity to the Holders do not give rise to any withholding tax payments less favorable to the Holders than the amount of any withholding tax payments which would have been required had such Merger


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Transaction not occurred, (B) such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation or subject to U.S. federal income taxation on a net income basis (or required to withhold such taxes with respect to any non-U.S. partners under Code section 1446) and (C) such Merger Transaction does not result in the Rental Payments on any Lease becoming subject to withholding tax payments on a basis that cannot be avoided by having a Subsidiary be the lessor under such Lease;
(ii)    (A) such Merger Transaction has been unanimously approved by the Controlling Trustees including the Independent Controlling Trustee and (B) unless the proceeds of the Merger Transaction are applied to redeem the Notes in whole, the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer under this Indenture, the Notes and each other Related Document to which the Issuer is then a party (with, in the case of a transfer only, the Issuer thereupon being released), in each case pursuant to an agreement in substance and form reasonably satisfactory to the Controlling Trustees;
(iii)    immediately after giving effect to such Merger Transaction, no Event of Default shall have occurred and be continuing;
(iv)    unless the proceeds of the Merger Transaction are applied to redeem the Notes in whole, each of (A) a Rating Agency Confirmation and (B) the prior written consent of the Initial Liquidity Facility Provider has been obtained with respect to such Merger Transaction;
(v)    unless the proceeds of the Merger Transaction are applied to redeem the Notes in whole, for U.S. federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Holder (unless consented to thereby); and
(vi)    the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel in form and substance reasonably satisfactory to the Controlling Trustees and the Controlling Party, in each case stating that such Merger Transaction complies with the above criteria and that all conditions precedent provided for herein relating to such transaction have been complied with;
provided that this Section 5.02(g) shall not apply to any such Merger Transaction (a) within and among the Issuer Group Members if such Merger Transaction would not materially adversely affect the Holders and, if the Issuer is a party to such Merger Transaction, the Issuer is the surviving party, (b) complying with the terms of Section 5.02(p) or (c) effected as part of a single transaction providing for the redemption or defeasance of Notes in accordance with Section 3.11 or Article XI, respectively.
(h)    Limitation on Transactions with Affiliates. The Issuer will not, and will not permit any Issuer Subsidiary to, directly or indirectly enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property


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or assets, or the rendering of any service) with any Affiliate of the Issuer or any Issuer Subsidiary, except upon fair and reasonable terms no less favorable to the Issuer or such Issuer Subsidiary than could be obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such an Affiliate, provided that the foregoing restriction does not limit or apply to the following:
(i)    any transaction in connection with the establishment of the Issuer, its acquisition of the Initial Assets (or related Asset Interests) or pursuant to the terms of the Related Documents;
(ii)    any transaction within and among the Issuer or any Issuer Subsidiary; provided that no such transaction, other than among the Issuer and any Issuer Subsidiary, shall be consummated if such transaction would materially adversely affect the Holders;
(iii)    the payment of reasonable and customary regular fees to, and the provision of reasonable and customary liability insurance in respect of, the Controlling Trustees;
(iv)    any payments on or with respect to the Notes or the Beneficial Interest Certificates in accordance with Section 3.09 of this Indenture and the Trust Agreement;
(v)    any acquisition of Replacement Assets in a Permitted Asset Acquisition complying with Section 5.02(q);
(vi)    any transaction involving the pooling of Engines or Parts, provided that (A) such transaction shall be on an arm’s length basis and shall have been approved by a unanimous vote of the Controlling Trustees and (B) the Encumbrance of the Security Trustee in the Engine or Part subject to such pooling arrangement shall not be adversely affected;
(vii)    any payments of the types referred to in clause (i) or (ii) of Section 5.02(d) and not prohibited thereunder; or
(viii)    sale of Assets or any Issuer Subsidiary as part of a single transaction providing for the redemption or defeasance of the Notes in accordance with the terms of this Indenture.
(i)    Limitation on the Issuance, Delivery and Sale of Equity Interests. Except as expressly permitted by the Trust Agreement, the Issuer will not (i) issue, deliver or sell any Stock or (ii) sell, or permit any Issuer Subsidiary, directly or indirectly, to issue, deliver or sell, any Stock (in each case, however designated, whether voting or non‑voting, other than the Issuer Beneficial Interests in the Issuer existing on the Initial Closing Date), except for the following:


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(i)    the issuances, sale, delivery, transfer or pledge of Stock of any Issuer Group Member to or for the benefit of any Issuer Group Member;
(ii)    in respect of Cure Advances or Additional Advances or in accordance with the Asset Purchase Agreement;
(iii)    issuances or sales of shares of Stock of any foreign Issuer Subsidiary to nationals in the jurisdiction of incorporation or organization of such Issuer Subsidiary, as the case may be, to the extent required by Applicable Law or necessary in the determination of the Controlling Trustees to avoid adverse tax consequences or to facilitate the registration or leasing of Assets (any such holder, a “Permitted Holder”);
(iv)    the pledge of the Stock in Issuer Group Members pursuant to the Security Trust Agreement; and
(v)    the sale of any Stock of any Issuer Group Member in order to effect the sale of all Assets owned by such Issuer Group Member in a Permitted Asset Disposition.
Notwithstanding the foregoing, no issuance, delivery, sale, transfer or other disposition of any equity interest in the Issuer or any Issuer Subsidiary will be effective, and any such issuance, delivery, sale, transfer or other disposition will be void ab initio, if it would result in the Issuer or such Issuer Subsidiary being classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.
(j)    Bankruptcy and Insolvency. The Issuer will promptly provide the Trustee, the Initial Liquidity Facility Provider and the Rating Agencies with Written Notice of the institution of any proceeding by or against the Issuer or any Issuer Subsidiary, as the case may be, seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for either all or for any substantial part of their property. The Issuer will not take any action to waive, repeal, amend, vary, supplement or otherwise modify its constitutional documents or any provision of the Trust Agreement or permit any Controlling Trustee to do so to any of its constitutional documents that would materially adversely affect the rights, privileges or preferences of any Holder, unless evidenced by a unanimous written resolution of the Controlling Trustees including the Independent Controlling Trustee. The Issuer will not, without an affirmative unanimous written resolution of the Controlling Trustees including the Independent Controlling Trustee, take any action to waive, repeal, amend, vary, supplement or otherwise modify the provision of the Trust Agreement which requires a unanimous resolution of the Controlling Trustees including the Independent Controlling Trustee, or limits the actions of the Certificate Holders, with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings.


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(k)    Payment of Principal, Premium, if any, and Interest. The Issuer will duly and punctually pay the principal, premium, if any, and interest on the Notes in accordance with the terms of this Indenture and the Notes.
(l)    Limitation on Employees. The Issuer will not, and will not permit any Issuer Subsidiary to, employ or maintain any employees other than as required by any provisions of local law. Trustees, directors and managers on the board of trustees, directors or managers of such entity (including in their capacity as officers of such entity), trustees of such entity if it is a trust, and officers of companies organized in a State of the United States who are not also directors or managers on the board of such entity (provided that such officers do not receive compensation for their services and their authority and responsibility is limited to signing documents that were approved by the applicable board of directors or managers and acting as FATCA Responsible Officers), shall not be classified as employees for purposes of this Section 5.02(l).
(m)    Currency Hedge Agreements.
(i)    Any Hedge Payments from an Eligible Hedge Counterparty (including Hedge Termination Payments) shall be deposited by the Issuer directly into the Collections Account, and any Hedge Payment due from the Issuer (including Hedge Termination Payments) will be made to the extent of Available Collections as provided in Section 3.09(a) or (b), together with any amounts drawn from the Initial Liquidity Facility or withdrawn from the Liquidity Facility Reserve Account for application thereto.
(ii)    The Issuer may maintain, directly or through one or more Issuer Subsidiaries, Currency Hedge Agreements in the event that any Assets are or become subject to Leases under which Lease Payments are denominated in a currency other than Dollars, and shall be required to maintain, directly or through one or more Issuer Subsidiaries, Currency Hedge Agreements if Assets are subject to any such Lease if the aggregate Adjusted Base Values of the Assets on Leases with Lease Payments denominated in a currency other than Dollars is in excess of 10% of the Adjusted Portfolio Value.
(n)    Delivery of Rule 144A Information. To permit compliance with Rule 144A in connection with offers and sales of Notes, the Issuer will promptly furnish upon request of a Holder of a Note to such Holder and a prospective purchaser designated by such Holder, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of such request the Issuer is not a reporting company under Section 13 or Section 15(d) of the Exchange Act. The Issuer does not presently intend to become such a reporting company.
(o)    Compliance; Issuer Subsidiaries. The Issuer shall comply, and shall cause each Issuer Subsidiary to comply, with the provisions of the Related Documents. The Issuer shall ensure that title to each Asset (excluding any Asset not yet acquired pursuant to the applicable Acquisition Agreement) shall be held in a special purpose entity (including a


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trust) (but not the Issuer) that is an Issuer Subsidiary, and that each Issuer Subsidiary shall have organizational documents containing restrictions similar to the restrictions (including, but not limited to, the provisions regarding limited purpose, maintaining separateness from other entities, bankruptcy remoteness and compliance with the provisions of the Related Documents) contained in the organizational or constitutional documents of the Issuer Subsidiaries existing on the Initial Closing Date, except to the extent it is not permitted or advisable under Applicable Law to include such provisions.
(p)    Asset Dispositions. The Issuer will not, and will not permit any Issuer Subsidiary to, sell, transfer or otherwise dispose of any Asset or any interest therein, including any interest in an Asset Subsidiary or an Asset Trust, except (x) in connection with a Lease of an Asset as permitted by this Indenture, as provided in Sections 3.01 and 4.01 of Schedule 2.02(a) of the Servicing Agreement and (y) the Issuer and each Issuer Subsidiary may sell, transfer or otherwise dispose of or part with possession of (A) any Parts, or (B) one or more Assets or Asset Interests, as follows (any such sale, transfer or disposition described below, a “Permitted Asset Disposition ”):
(i)    an Asset Disposition pursuant to a Purchase Option or other agreements of a similar character (x) existing on the Initial Closing Date in the case of the Initial Assets (or, with respect to any Replacement Asset, on the date such asset becomes a Replacement Asset) or (y) granted to any Lessee under or in connection with a Lease of an Asset; provided that the purchase price under such Purchase Option with respect to such Asset shall be equal to or greater than the fair market value of such Asset as of the Purchase Option Date unless such Purchase Option is a Below Value Purchase Option that is approved by a Trustee Resolution and permitted under the proviso in clause (iv) below; provided further that, without a unanimous resolution of the Controlling Trustees, any such purchase price shall not be less than the Assumed Note Target Price of such Asset as of such Purchase Option Date;
(ii)    an Asset Disposition within or among the Issuer and the Issuer Subsidiaries without limitation, and among the Issuer and/or any Issuer Subsidiary;
(iii)    an Asset Disposition pursuant to receipt of insurance proceeds in connection with the Total Loss of an Asset;
(iv)    an Asset Disposition in the ordinary course of business (other than an Asset Disposition described in clause (i), (ii), (iii) or (v) of this Section 5.02(p)) so long as:
(A)    such Asset Disposition does not result in a Concentration Violation (unless approved pursuant to a Trustee Resolution and prior written notification has been provided to the Rating Agencies) (determined for these purposes as if any Asset Disposition occurring pursuant to a Part-Out Agreement occurred on the date the Asset was first subjected to the applicable Part-Out Agreement);


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(B)    the Net Sale Proceeds to be received by the Issuer or any Issuer Subsidiary from such Asset Disposition are deposited, at the election of the Controlling Trustees, into (x) the Collections Account, (y) the Asset Replacement Account, or (z) a Qualified Escrow Account maintained by a Qualified Intermediary, or any combination of the foregoing;
(C)    the Administrative Agent shall determine whether a Below Value Disposition will occur after giving effect to such Asset Disposition after giving effect to the Scheduled Principal Payment Amount projected to be actually paid for the Series A Notes and the Series B Notes on the next Payment Date (assuming for this purpose that such Asset Disposition did not occur);
(D)    no Default under Section 4.01(a), 4.01(e) or 4.01(f) shall have occurred and be continuing and no Event of Default shall have occurred and be continuing or would result from such Asset Disposition (with respect to any Asset Disposition occurring pursuant to a Part-Out Agreement, determined as of the date the Asset was first subjected to the applicable Part-Out Agreement);
(E)    if such Asset Disposition is pursuant to a Part-Out Agreement, at any time prior to the second anniversary of the Initial Closing Date, it would not result in more than 15% of the Portfolio by Adjusted Portfolio Value being subject to a Part-Out Agreement (as determined when such Part-Out Agreement was entered into and not at the time any particular Asset or Part is disposed of thereunder);
(F)    if such Asset Disposition is pursuant to a Part-Out Agreement, at any time on or after the second anniversary of the Initial Closing Date but prior to the fourth anniversary of the Initial Closing Date, it would not result in more than 20% of the Portfolio by Adjusted Portfolio Value being subject to a Part-Out Agreement (as determined when such Part-Out Agreement was entered into and not at the time any particular Asset or Part is disposed of thereunder); and
(G)    other than in the case of any part-out, consignment or similar arrangement for the part-out of an Asset and the major components of an aircraft (including the airframes, landing gear and auxiliary power units), such Asset Disposition is approved by a Trustee Resolution;
provided that at any time following the occurrence of a Rapid Amortization Event which is continuing, no Below Value Disposition (or entry into a Below Value Purchase Option) which would result in more than 25% of the sum of the Initial Appraised Value having been made subject of a Below Value Disposition shall be permitted under this clause (iv) (or clause (i) above) unless (1) the Issuer shall have delivered a request for approval to the Senior Trustee no less than 10 Business Days prior to the date of such proposed Below Value Disposition and the Senior


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Trustee shall have received such request and shall have approved such Below Value Disposition; and (2) the Issuer shall have delivered notice thereof to each Rating Agency;
(v)    an Asset Disposition approved by a Trustee Resolution for which the approval of the Controlling Party has been obtained; provided that notice thereof has been given to each Rating Agency;
(vi)    in connection with a transfer of title or another interest in an Asset (1) to or in favor of a trust or other entity for the purpose of registering the Asset under the laws of any applicable jurisdiction, or for tax or other regulatory purposes, where an Issuer Group Member retains the beneficial or economic ownership of the Asset or (2) from such trust or entity to an Issuer Group Member; and
(vii)    to the extent constituting an Asset Disposition, a transaction permitted under clause (h) or (i) of this Section 5.02.
(q)    Asset Acquisitions. The Issuer will not, and will not permit any Issuer Subsidiary to, purchase or otherwise acquire any aircraft, engine or interest in any of the foregoing other than the Initial Assets or any interest therein, except that the Issuer and any Issuer Subsidiary will be permitted (A) to purchase or otherwise acquire, directly or indirectly, any Asset owned by another Issuer Group Member, (B) to purchase or otherwise acquire, directly or indirectly, any engine or any engine or airframe part, for the purposes of maintaining or modifying (each to the extent permitted under this Indenture) an Airframe, Engine or Part, or for the purposes of positioning an Airframe, Engine or Part for lease or sale, or as required under the terms of a Lease, as provided in Section 4.02 of Schedule 2.02(a) of the Servicing Agreement (and in order to facilitate the acquisition of such engines or parts, may purchase a whole aircraft or airframe that includes such engines or parts, with any remaining engines or parts to be disposed) and (C) to purchase or otherwise acquire, directly or indirectly Replacement Assets in connection with a Replacement Exchange, so long as the following requirements are satisfied (any such purchase or acquisition under this clause (C) satisfying all of the following conditions (i) through (x), a “Permitted Asset Acquisition”):
(i)    no Event of Default or Rapid Amortization Event shall have occurred and be continuing at the time of such purchase or acquisition or would result therefrom;
(ii)    such Replacement Exchange does not result in a Concentration Violation;
(iii)    if such Replacement Asset is an Engine, it is an Aircraft Engine model that is one of the models of the Initial Assets as of the Initial Closing Date or a newer model;
(iv)    if such Replacement Asset is an Airframe, (A) it is in one of the following airframe model families: A320 ceo family, A320 neo family, 737NG


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family, 737MAX family (subject to recertification after the Initial Closing Date in respect of airworthiness by the FAA and EASA) or E190 family and (B) the aggregate Adjusted Base Values of all Airframes in the Portfolio on the date of such purchase or acquisition is not greater than 10% of the Aggregate Initial Appraised Value;
(v)    the cash purchase price amount payable by the applicable Issuer Group Member for such Replacement Asset shall not exceed an amount equal to the Net Sale Proceeds on deposit in the Asset Replacement Account or the Qualified Escrow Account (as applicable), plus amounts available in the applicable Lessee Funded Account, if any, and the Security Deposit Account allocable to the applicable disposed Asset or Assets from which such Net Sale Proceeds derived, plus any Additional Advances made for the purpose of acquiring such Replacement Asset;
(vi)    if such Replacement Asset is (A) subject to a Lease, such Lease shall include the Core Lease Provisions and (B) an Airframe, it shall be subject to a Lease at the time it is purchased or acquired;
(vii)    the purchase or acquisition of such Replacement Asset has been approved by a unanimous resolution of the Controlling Trustees including the Independent Controlling Trustee;
(viii)    prior written notice of such Replacement Exchange has been provided to the Rating Agencies;
(ix)    the cumulative Adjusted Base Values of all Replacement Assets purchased or acquired within the 12-month period ending on the date such Replacement Asset is to be purchased or acquired shall not exceed 20% of the Adjusted Portfolio Value as of such date; and
(x)    the cumulative Initial Appraised Values of all Initial Assets that have been in a completed Replacement Exchange from the period beginning on the Initial Closing Date and ending on the date such Replacement Asset is to be purchased or acquired shall not exceed 50% of the Aggregate Initial Appraised Value;
provided that if two or more Replacement Assets are being acquired or if Replacement Assets are being acquired with the Net Sale Proceeds related to two or more Assets in a single Replacement Exchange, the foregoing requirements shall be determined on an aggregate basis.
(r)    Modification Payments and Capital Expenditures. The Issuer will not, and will not permit any Issuer Subsidiary to, make any capital expenditures for the purpose of effecting any optional improvement or modification of any Asset (each such expenditure, a “Modification Payment”), except that (i) the Issuer or any Issuer Subsidiary may make Mandatory Asset Modifications as provided in the definition thereof that shall be funded out of Available Collections to the extent provided in Section 3.09 and (ii) the Issuer or any Issuer Subsidiary may make Discretionary Asset Modifications upon obtaining a Trustee


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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.

Resolution authorizing such Discretionary Asset Modifications that shall be funded with proceeds from Additional Advances.
(s)    Leases.
(i)    The Issuer will not, and will not permit any Issuer Subsidiary to, surrender possession of any Asset to any Person that is not an Issuer Group Member other than for purposes of storage, maintenance or overhaul or pursuant to a Lease that includes the Core Lease Provisions.
(ii)    The Issuer will, and will cause the Servicer in general to, use its pro forma lease agreement or agreements, as such pro forma lease agreement or agreements may be revised for purposes of the Issuer specifically or generally from time to time by the Servicer (collectively, the “Pro Forma Lease”), for use by the Servicer on behalf of the Issuer or any other Issuer Group Member as a starting point in the negotiation of Future Leases with Persons who are not Issuer Group Members or any of their respective Affiliates. However, with respect to any Future Lease entered into in connection with (x) the renewal or extension of a Lease, (y) the leasing of an Asset to a Person that is or was a Lessee under a pre-existing Lease, or (z) the leasing of an Asset to a Person that is or was a Lessee under an operating lease of an engine that is being managed or serviced by the Servicer, a form of lease substantially similar to such pre-existing Lease or operating lease, as the case may be, may be used by the Servicer, in lieu of the Pro Forma Lease on behalf of the Issuer or any other Issuer Group Member as a starting point in the negotiation of such Future Lease with Persons who are not an Issuer Group Member or any of their respective Affiliates. The terms of the Pro Forma Lease may be revised from time to time by the Servicer, provided that any such revisions shall be consistent with the Core Lease Provisions.
(iii)    The Issuer may enter into, and permit any Issuer Subsidiary to enter into, any Future Lease for which Rental Payments are denominated in a currency other than Dollars, provided that, if the aggregate Adjusted Base Value of Assets on Leases with any such currency is in excess of 10% of the Adjusted Portfolio Value, the currency exposure shall be hedged in accordance with Section 5.02(f)(iv).
(iv)    The Issuer may not enter into, and will not permit any Issuer Subsidiary to enter into, any Future Lease with any Person that is not an Issuer Group Member or any of their Affiliates, unless, (A) upon entering into such Future Lease, the Issuer is in compliance with the Concentration Limits, and (B) upon entering into such Future Lease (or within a commercially reasonable period thereafter), the Controlling Trustees obtain such legal opinions, if any, with regard to enforceability of the Future Lease and such other matters customary for such transactions to the extent that receiving such legal opinions is substantially consistent with the customary practice of leading international aircraft or aircraft engine operating lessors (as applicable) (which, so long as the Servicer is Willis Lease, shall be deemed to be the customary practice of Willis Lease).


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(v)    The Controlling Trustees shall review the Core Lease Provisions annually. If the Controlling Trustees (acting pursuant to a Trustee Resolution) determine that the requirement for each Lease to be consistent with a Core Lease Provision is reasonably likely to have a material adverse effect on the Holders, taking into consideration any reasonably likelihood of risk that an Asset might not be able to be leased as a result of such requirement, then the Controlling Trustees (by Trustee Resolution) shall amend such Core Lease Provision. Any such amendment to the Core Lease Provisions shall become effective upon (a) signature thereto by the Issuer and (b) delivery of the fully executed copy of such amendment and such written consent to the Servicer, the Trustee, the Administrative Agent and the Rating Agencies, together with a certification of the Issuer that the Controlling Trustees (acting pursuant to a Trustee Resolution) have determined that the accompanying amendment amends the Core Lease Provisions only to the extent necessary for the Controlling Trustees (acting pursuant to a Trustee Resolution) to determine that it is not reasonably likely that the requirement that a Lease be consistent with the Core Lease Provisions will result in a material adverse effect on the Holders.
(t)    Concentration Limits. The Issuer will not, and will not permit any Issuer Subsidiary to, sell, purchase, lease or otherwise take any action with respect to any Asset if entering into such proposed sale, purchase, lease or other action would cause the Portfolio to exceed any of the Concentration Limits, unless such sale, purchase or lease or other action has been approved by a unanimous resolution of the Controlling Trustees including the Independent Controlling Trustee and the Issuer shall have provided notice to the Rating Agencies with respect to such sale, purchase, or lease or other action, provided that the Issuer or any Issuer Subsidiary shall be entitled to renew or extend any Lease to the existing Lessee thereunder irrespective of the effect of such renewal or extension on the Concentration Limits (and the merger, combination or consolidation of two or more Lessees shall not be considered to result in the Assets exceeding any of the Concentration Limits).
The Issuer shall not, and shall not permit any Issuer Subsidiary to, (i) lease (including any renewal or extension of any existing Lease) any Asset to any Lessee habitually based or domiciled in any of the jurisdictions set forth as “Prohibited” in the last section of the Concentration Limits (each such jurisdiction, a “Prohibited Country”), (ii) enter into any Lease (including any renewal or extension of any existing Lease) that expressly permits the Lessee to sublease an Asset to a sublessee habitually based or domiciled in a Prohibited Country, or (iii) consent to a sublease of an Asset to a sublessee habitually based or domiciled in a Prohibited Country.
Notwithstanding anything to the contrary in this Indenture, the Concentration Limits (including the list of Prohibited Countries) may be adjusted by the Issuer from time to time with the unanimous approval of the Controlling Trustees and notice to the Rating Agencies.
(u)    Appraisal of Assets. The Issuer will, at least once each year and within 31 days before or after the end of each calendar year, and in any event not later than January 31 of any such year, commencing in 2021 (such that such annual appraisal shall be


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delivered in December 2020 or January 2021), deliver to the Trustee and publish in the next Monthly Report (with no obligation of review or inquiry on the part of the Trustee) the Adjusted Base Value and the Base Value of each of the Assets in the Portfolio, based on appraisals from an Appraiser, each such appraisal to be dated within 30 days prior to its delivery. The Issuer shall deliver to the Initial Liquidity Facility Provider a copy of the appraisal letter from each Appraiser containing the annual appraisals used to determine the Adjusted Base Value and Base Value of the Assets as described in the foregoing sentence.
(v)    Maintenance of Separate Existence. Except to the extent provided in this Indenture or the other Related Documents, the Issuer shall, and shall cause each Issuer Subsidiary to:
(i)    observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, the Servicer, the Administrative Agent and any other Person;
(ii)    maintain its own books and records and bank accounts separate from those of the Servicer, the Administrative Agent and any other Person except as otherwise contemplated by the constitutional documents of the Issuer Group Members or the other Related Documents;
(iii)    maintain its assets in such a manner that it is not difficult to segregate, identify or ascertain such assets;
(iv)    hold itself out to creditors and the public as a legal entity separate and distinct from the Servicer, the Administrative Agent and any other Person;
(v)    maintain separate financial statements, if any, from the Servicer, the Administrative Agent and any other Person, or if part of a consolidated group, then it will be shown as a separate member of such group;
(vi)    allocate and charge fairly and reasonably any common overhead shared with Affiliates;
(vii)    conduct business in its own name, use separate invoices, stationery and checks and strictly comply with all organizational formalities to maintain its separate existence;
(viii)    not commingle its assets or funds with those of any other Person (including the Servicer or the Administrative Agent);
(ix)    not hold out its credit or assets as being available to satisfy the obligations of others;
(x)    not assume, guarantee or pay the debts or obligations of any other Person or otherwise pledge its assets for the benefit of any other Person;


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(xi)    correct any known misunderstanding regarding its separate identity;
(xii)    other than as expressly contemplated by this Indenture, pay its own liabilities only out of its own funds;
(xiii)    maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;
(xiv)    not acquire the securities of the Servicer or the Administrative Agent;
(xv)    cause the Controlling Trustee and other representatives of the Issuer or such Issuer Subsidiary, as applicable, to act at all times with respect to the Issuer or such Issuer Subsidiary, as the case may be, consistently and in furtherance of the foregoing and in compliance with Applicable Law;
(xvi)    not enter into any transactions between it and the Servicer, the Administrative Agent or any other Person that are more favorable to such Person than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the date hereof; and
(xvii)    transact all business with Affiliates on an arm’s length basis.
(w)    Independent Controlling Trustee. The Issuer shall, and shall cause each of its Subsidiaries (except any Asset Trust of which the Issuer or an Issuer Subsidiary is the holder of the beneficial interest) to, have at least one Independent Controlling Trustee. The Independent Controlling Trustee of any Issuer Group Member may serve as the Independent Controlling Trustee of any other Issuer Group Member.
(x)    Tax Election. At all times on or after the date hereof, each Issuer Group Member that is a “foreign entity” within the meaning of Treasury regulation section 1.1473-1(e) shall maintain its status as a deemed-compliant FFI or a passive NFFE (as such terms are defined under FATCA), and shall identify and obtain any required documentation and, if it is treated as a passive NFFE, information from its substantial United States owners (as such term is defined under FATCA) and otherwise comply with the requirements under FATCA applicable to it so as to avoid the withholding or imposition of tax from or in respect of payments to or for the benefit of any Issuer Group Member. The Issuer (and each Issuer Subsidiary that is created or organized in or under the laws of the United States or any State thereof or the District of Columbia or that is subject to U.S. federal income tax on a net income basis) shall take such actions as are necessary to cause the Issuer (or any such Issuer Subsidiary) to be treated at all times as either (A) disregarded entities that are branches of a Permitted Person or (B) in the case of the Issuer, a partnership (other than a publicly traded partnership taxable as an association) wholly owned by partners that are Permitted Persons, and in the case of such Issuer Subsidiaries, disregarded entities that are branches of the Issuer.


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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.

Section 5.03    Operating Covenants. The Issuer covenants with the Trustee as follows, provided that any of the following covenants with respect to the Assets shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of an Asset for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of an Asset (other than seizure or confiscation arising from a breach by the Issuer or any Issuer Subsidiary of such covenant) (each, a “Third Party Event”), so long as (i) neither the Issuer nor any Issuer Subsidiary consents or has consented to such Third Party Event; and (ii) the Issuer or any Issuer Subsidiary which is the lessor or owner of such Asset promptly and diligently takes commercially reasonable actions consistent with the customary practices of the Servicer in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Asset is located), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Asset:
(a)    Ownership. The Issuer will, and will cause each Issuer Subsidiary to, (i) on all occasions on which the ownership of each Asset is relevant, make it clear to third parties that title to the same is held by the Issuer or any Issuer Subsidiary, as the case may be, and (ii) not do, or knowingly permit to be done, or omit, or knowingly permit to be omitted, any act or thing which might reasonably be expected to jeopardize the rights of the Issuer or any Issuer Subsidiary as owner of each Asset, except as contemplated by the Related Documents.
(b)    Compliance with Law; Maintenance of Permits. The Issuer will (i) comply, and cause each Issuer Subsidiary to comply, in all material respects with all Applicable Laws, (ii) obtain, and cause each Issuer Subsidiary to obtain, all material governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required for the use and operation of the Assets owned by it, including a current certificate of airworthiness for each such Asset (issued by the Applicable Aviation Authority and in the appropriate category for the nature of the operations of such Asset), except that (A) no certificate of airworthiness shall be required for any Asset (x) during any period when such Asset is undergoing maintenance, modification or repair or is subject to a Part-Out Agreement, or (y) following the withdrawal or suspension by such Applicable Aviation Authority of certificates of airworthiness in respect of all aircraft or all engines, as applicable, of the same model or period of manufacture as such Asset (in which case the Issuer shall comply, and cause each Issuer Subsidiary to comply, with all directions of such Applicable Aviation Authority in connection with such withdrawal or suspension), (B) no registrations, certificates, licenses, permits or authorizations required for the use or operation of any Asset need be obtained with respect to any period when such Asset is not being operated and (C) no such registrations, certificates, licenses, permits or authorizations shall be required to be maintained for any Asset that is not the subject of a Lease, except to the extent required under Applicable Laws, (iii) not cause or knowingly permit, directly or indirectly, through any Issuer Subsidiary, any Lessee to operate any Asset under any Lease in any material respect contrary to any Applicable Law, and (iv) not knowingly permit, directly or indirectly, through any Issuer Subsidiary, any Lessee not to obtain all material governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required for such Lessee’s use and operation of any Asset under any operating Lease.


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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.

(c)    Forfeiture. The Issuer will not do anything, and will not permit any Issuer Subsidiary to do anything, and will not knowingly permit, directly or indirectly, through any Issuer Subsidiary, any Lessee to do anything, which may reasonably be expected to expose any Asset to forfeiture, impoundment, detention, appropriation, damage or destruction (other than any forfeiture, impoundment, detention or appropriation which is being contested in good faith by appropriate proceedings if (i) adequate resources have been made available by the Issuer or an Issuer Subsidiary or the applicable Lessee for any payment which may arise or be required in connection with such forfeiture, impounding, detention or appropriation or proceedings taken in respect thereof, and (ii) such forfeiture, impounding, detention or appropriation or the continued existence thereof does not give rise to any material likelihood of the assets to which such forfeiture, impounding, detention or appropriation relates or any interest in such assets being sold, permanently forfeited or otherwise lost). In the event of a forfeiture, impoundment, detention or appropriation of such Asset not constituting a Total Loss, the Issuer will, or shall cause each Issuer Subsidiary to, use all commercially reasonable efforts to obtain the immediate release of such Asset.
(d)    Maintenance of Assets. The Issuer will, with respect to each Asset under Lease, cause, directly or indirectly, through any Issuer Subsidiary, such Asset to be maintained in a state of repair and condition consistent with the Standard of Care (as defined in the Servicing Agreement) with respect to similar aircraft or engines, as applicable, under lease, taking into consideration, among other things, the identity of the relevant Lessee (including the credit standing and operating experience thereof), the age and condition of the Asset and the jurisdiction in which the airframe that such Asset is installed on will be registered or in which the Lessee is based. In addition, the Issuer will, with respect to each Asset that is not subject to a Lease, maintain, and cause each Issuer Subsidiary to maintain, such Asset in a state of repair and condition consistent with the Standard of Care (as defined in the Servicing Agreement) with respect to similar aircraft or engines, as applicable, not under lease. To the extent that the Issuer needs to expend funds to perform maintenance on any Asset, such funds will be withdrawn first from the Maintenance Reserve Account, the Security Deposit Account or the Lessee Funded Account (as applicable) and, second, to the extent of any deficiency, from the Expense Account.
(e)    Notification of Loss, Theft, Damage or Destruction. The Issuer will notify the Trustee, the Security Trustee, the Administrative Agent and the Servicer, in writing, as soon as the Issuer or any Issuer Subsidiary becomes aware of any loss, theft, damage or destruction to any Asset if the potential cost of repair or replacement of such asset (without regard to any insurance claim related thereto) may exceed: (i) in the case of an Engine, the greater of $1,000,000 and the damage notification threshold contained in the applicable Lease and (ii) in the case of an Airframe, the greater of $5,000,000 and the damage notification threshold contained in the applicable Lease.
(f)    Insurance. The Issuer will maintain or cause, directly or indirectly through the Issuer Subsidiaries, to be maintained with reputable and responsible insurers or with insurers that maintain relevant reinsurance with reputable and responsible reinsurers (i) hull insurance for each Asset in an amount at least equal to the Insured Value for such Asset (or


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the equivalent thereof from time to time if such insurance is denominated in a currency other than Dollars), (ii) liability insurance denominated in Dollars (or the equivalent thereof from time to time if such insurance is denominated in a currency other than Dollars) for each Asset and occurrence in amounts at least equal to the relevant amount set forth on Exhibit C for each type of Asset; provided that Exhibit C may be amended by the Issuer from time to time, provided the Issuer shall give notice of such amendment to the Rating Agencies, (iii) war risk hull and liability insurance for each Asset in a manner consistent with the customary practice regarding similar Aircraft Engines or aircraft, as applicable, of leading international operating lessors of Aircraft Engines or aircraft, as applicable (which, so long as the Servicer is Willis Lease, shall be deemed to be the customary practice of Willis Lease regarding similar Aircraft Engines or aircraft, as applicable, owned or managed by it or its Affiliates) and (iv) political risk and repossession insurance for each Asset that will be registered, or based in or installed on an airframe registered, in a jurisdiction in which it is the customary practice of leading international operating lessors of Aircraft Engines or aircraft, as applicable (which, so long as the Servicer is Willis Lease, shall be deemed to be the customary practice of Willis Lease regarding similar Aircraft Engines or aircraft, as applicable, owned or managed by it or its Affiliates) to obtain political risk and repossession insurance in respect of aircraft and engines, as applicable, registered (or installed on airframes registered) in such jurisdiction in an amount at least equal to the Insured Value (or the equivalent thereof from time to time if such insurance is denominated in a currency other than Dollars). Deductibles and self-insurance for an Asset subject to a Lease may be maintained in an amount up to the higher of (x) $5,000,000 in the aggregate in respect of any one occurrence in respect of such Asset and (y) the amount obtained pursuant to commercially reasonable deductible and self-insurance arrangements (taking into account, inter alia, the lease terms and conditions customarily available to the applicable Lessee, experience of such Lessee, in the case of each Engine, the type of aircraft on which such Asset may be installed, and market practices in the commercial aviation industry generally). The coverage and terms (including endorsements, deductibles and self-insurance arrangements) of any insurance maintained with respect to any Asset not subject to a Lease shall be consistent with the customary practice for similar equipment of leading international operating lessors of Aircraft Engines or aircraft, as applicable (which, so long as the Servicer is Willis Lease, shall be deemed to be the customary practice of Willis Lease regarding similar Aircraft Engines or aircraft, as applicable, owned or managed by it or its Affiliates).
The insurance arrangements required as described above shall include the Security Trustee as additional insured, in respect of liability insurances, and a loss payee/contract party, in respect of hull insurances. The Issuer shall use commercially reasonable efforts to cause Lessees to include the Trustee as named additional insured in connection with the required liability insurance. The obligation to so name the Security Trustee and, if applicable, the Trustee shall only apply for one insurance policy and only to the extent of the coverage required herein, to the extent more than one insurance policy provides the same required coverage (for example, if both the Lessee and the Issuer then carry the required insurance coverage) or provides coverage additional to that required herein.


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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.

In determining the amount of insurance required to be maintained by this Section 5.03(f), the Issuer may take into account any indemnification from, or insurance provided by, any governmental, supranational or inter-governmental authority or agency, against any risk with respect to an Asset at least in an amount which, when added to the amount of insurance against such risk maintained by the Issuer (or which the Issuer has caused to be maintained), shall be at least equal to the amount of insurance against such risk otherwise required by this Section 5.03(f) (taking into account self-insurance permitted by this Section 5.03(f)). Any such indemnification or insurance provided by such government shall provide substantially similar protection as the insurance required by this Section 5.03(f).
The Issuer will not be required to maintain (or to cause to be maintained) any insurance otherwise required hereunder to the extent that such insurance is not generally available in the relevant insurance market at commercially reasonable rates from time to time.
(g)    Projected Maintenance Reserve. The Issuer shall, no later than the Calculation Date immediately following each anniversary of the Initial Closing Date, deliver to the Trustee, and the Trustee will include with the next Monthly Report (with no obligation of review or inquiry on the part of the Trustee), the Maintenance Annual Estimate. Promptly after receiving the annual Maintenance Annual Estimate, the Issuer shall cause the Administrative Agent to prepare, based on the Maintenance Annual Estimate (in no event later than the third Business Day before the Payment Date relating to the Calculation Date following such anniversary), the initial calculation of the Maintenance Required Amount for each Payment Date, which shall be adjusted as provided in the last sentence of the definition of Maintenance Required Amount. On each Calculation Date, the Administrative Agent shall calculate the difference between the Maintenance Required Amount for the related Payment Date and the amount available in the Maintenance Reserve Account as of such Payment Date (such difference, if positive, the “Additional Maintenance Reserve Amount” for such Payment Date). The Trustee shall apply Available Collections to make a deposit into the Maintenance Reserve Account on each such Payment Date in accordance with Section 3.09 hereof. The Maintenance Required Amounts and Additional Maintenance Reserve Amounts based on any prior Maintenance Annual Estimate will be recalculated after each annual Maintenance Annual Estimate, as adjusted for each Payment Date as provided in the definition thereof.
(h)    Indemnity. The Issuer will, and shall cause each Issuer Subsidiary to, include in each Lease an indemnity from the applicable Lessee in respect of any losses or liabilities arising from the use or operation of the related Asset during the term of such Lease, subject to such exceptions, limitations and qualifications as are consistent with the customary practice of leading international aircraft or aircraft engine operating lessors (as applicable) (which, so long as the Servicer is Willis Lease, shall be deemed to be the customary practice of Willis Lease) regarding similar aircraft or Aircraft Engines, as applicable, owned or managed by it or its Affiliates.


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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.

(i)    Fees and License. The Issuer will, and shall cause each Issuer Subsidiary to, promptly pay or cause to be promptly, paid all license and registration fees and all taxes of any nature (together with any penalties, fines or interest thereon) assessed and demanded by any government or any revenue authority (whether of the applicable country of registration of the Asset or otherwise), upon or with respect to any Assets or upon the purchase, ownership, delivery, leasing, possession, use, operation, return, sale or other disposition thereof or rentals, income or proceeds received with respect thereto.
(j)    Website. To the extent required by a Rating Agency, the Issuer will cause the Administrative Agent to maintain or cause to be maintained a password protected Internet website (the “Website”) containing (i) the Monthly Reports and Annual Reports and (ii) all information the Issuer provides, or contracts with a third party to provide, to any Rating Agency for the purpose of undertaking credit rating surveillance on the Notes. In furtherance of the foregoing, the Issuer agrees, to the extent required by a Rating Agency, it shall cause each notice or other information required hereby to be given by the Issuer to any Rating Agency to be delivered to such Rating Agency by the Administrative Agent on behalf of the Issuer and the Administrative Agent shall post such notice or other information to the Website.
Section 5.04    Compliance Through Agents. The Issuer shall be entitled to delegate the performance of any of its covenants hereunder to one or more Service Providers pursuant to one or more Related Documents entered into in accordance with the terms of this Indenture so long as each such Related Document is subject to the Encumbrance of the Security Trust Agreement. Nothing in this Section 5.04 is intended to, or shall, relieve the Issuer from any liability or consequences hereunder arising from the failure of the Issuer or any such Service Provider to perform any such covenant strictly in accordance with the terms of this Indenture.
ARTICLE VI
THE TRUSTEE
Section 6.01    Acceptance of Trusts and Duties. The duties and responsibilities of the Trustee shall be as expressly set forth herein. The Trustee accepts the trusts hereby created and applicable to it and agrees to perform the same but only upon the terms of this Indenture and agrees to receive and disburse all moneys received by it in accordance with the terms hereof. The Trustee in its individual capacity shall not be answerable or accountable under any circumstances, except for its own willful misconduct or negligence or breach of any of its representations or warranties set forth herein and the Trustee shall not be liable for any action or inaction of the Issuer or any other parties to any of the Related Documents. The fees and out-of-pocket expenses of the Trustee shall be Expenses of the Issuer.
Section 6.02    Absence of Duties. The Trustee shall have no duty to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of any Lessee. Notwithstanding the foregoing, the Trustee, upon written request, shall furnish to any Holder, promptly upon receipt thereof, duplicates or copies of all reports, Notices, financial statements and other instruments furnished to the Trustee under this Indenture.


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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.

Section 6.03    Representations or Warranties. The Trustee does not make and shall not be deemed to have made any representation or warranty as to the validity, legality or enforceability of this Indenture, the Notes, any other securities or any other document or instrument or as to the correctness of any statement contained in any thereof, except that the Trustee in its individual capacity hereby represents and warrants (i) that each such specified document to which it is a party has been or will be duly executed and delivered by one of its officers who is and will be duly authorized to execute and deliver such document on its behalf, and (ii) this Indenture is the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.
Section 6.04    Reliance; Agents; Advice of Counsel. The Trustee may conclusively rely and shall be fully protected and incur no liability to anyone in acting or refraining from acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed (or if provided by electronic means, sent) by the proper party or parties. The Trustee shall have no obligation to confirm the veracity of the content of any such item provided to it (absent manifest error). The Trustee may accept a copy of a resolution of, in the case of the Issuer, the Controlling Trustees and, in the case of any other party to any Related Document, the governing body of such Person, certified in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Trustee shall furnish to the Administrative Agent upon written request such information and copies of such documents as the Trustee may have and as are necessary for the Administrative Agent to perform its duties hereunder. The Trustee shall assume, and shall be fully protected in assuming, that the Issuer is authorized by its constitutional documents to enter into this Indenture and to take all action permitted to be taken by it pursuant to the provisions hereof, and shall not inquire into the authorization of the Issuer with respect thereto.
The Trustee shall not be liable for any action it takes or omits to take in good faith that it reasonably believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Controlling Party or any Holder, in accordance with the terms of this Indenture, including, without limitation, Section 4.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.


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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.

The Trustee may consult with counsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be Incurred therein or thereby.
The Trustee shall not be required to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrative Agent under this Indenture or any of the other Related Documents.
The Trustee shall not be liable for any Costs or Taxes (except for Taxes relating to any compensation, fees or commissions of any entity acting in its capacity as Trustee hereunder) or in connection with the selection of Permitted Account Investments or for any investment losses resulting from Permitted Account Investments.
When the Trustee Incurs expenses or renders services in connection with an Acceleration Default, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally.
The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee obtains actual knowledge of such event, including receiving Written Notice of such event from the Issuer, the Administrative Agent, the Controlling Party or Holders of Notes aggregating not less than 10% of the Outstanding Principal Balance of the Notes.
The Trustee shall have no duty to monitor the performance of the Issuer, the Administrative Agent or any other party to the Related Documents, nor shall it have any liability in connection with the malfeasance or nonfeasance by such parties. The Trustee shall have no liability in connection with the appointment of the Administrative Agent or compliance by the Issuer and the Administrative Agent or any Lessee under a Lease with statutory or regulatory requirements related to any Asset or any Lease. The Trustee shall have no obligation, or liability in respect thereto, to verify or recalculate any of the determinations made by the Administrative Agent pursuant to the Related Documents. The Trustee shall not make or be deemed to have made any representations or warranties with respect to any Asset or any Lease or the validity or sufficiency of any assignment or other disposition of any Asset or any Lease.


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The Trustee shall not be liable for any error of judgment reasonably made in good faith by an officer or officers of the Trustee, unless it shall be determined by a court of competent jurisdiction in a non-appealable judgment that the Trustee was grossly negligent or willfully blind in making such judgment.
Except as expressly set forth in the Related Documents, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper document, unless any such Related Document to which the Trustee is a party directs the Trustee to make such investigations.
Wherever this Indenture or any other Related Document provides for the Trustee to take action at the direction of the Senior Trustee or the Controlling Party or otherwise take any discretionary action, the Trustee shall at all times be entitled to conclusively rely upon and act at the written direction of the Senior Trustee or the Controlling Party, as applicable, and shall have no obligation to take any such action in the absence of such direction.
Wherever the Senior Trustee shall have any right, duty or obligation under this Indenture or any other Related Document, the Senior Trustee shall at all times be entitled to conclusively rely upon and act at the written direction of the applicable Person(s) entitled (as described in the definition of Senior Trustee) to provide direction to the Senior Trustee and shall have no obligation to take any such action in the absence of such direction.
Neither the Trustee nor the Operating Bank shall have any obligation to invest and reinvest any cash held in the Accounts in the absence of timely and specific written investment direction from the Administrative Agent or as expressly provided herein. In no event shall the Trustee or the Operating Bank be liable for the selection of investments or for investment losses incurred thereon in accordance with the Related Documents. Neither the Trustee nor the Operating Bank shall have any liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the Related Documents or by any other Person or the failure of the Administrative Agent to provide timely written investment direction.
In no event shall the Trustee or the Operating Bank be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Trustee or the Operating Bank has been advised of the likelihood of such loss or damage and regardless of the form of action.
In no event shall the Trustee or the Operating Bank be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or other similar catastrophic acts and interruptions, loss or malfunctions of utilities, communications or computer services.
The Trustee and the Operating Bank shall not have any duties or responsibilities except those expressly set forth in the Related Documents to which it is a party, and no implied duties or


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responsibilities shall be read into this Indenture or any other Related Document against the Trustee or the Operating Bank.
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under Applicable Law with respect to any transfer of any interest in any Notes other than, solely if and when expressly required by the terms of this Indenture, to require delivery of such certificates and other documentation as are expressly required to be delivered to it hereby and to examine the same to determine substantial compliance as to form with the express requirements hereof.
The rights, privileges, protections, immunities, indemnities and benefits afforded to the Trustee under this Indenture are extended to, and shall be enforceable by, the Trustee in each Related Document to which it is a party or otherwise subject, whether or not specifically set forth therein, and each entity serving as the Trustee in each of its capacities hereunder and under any other Related Document and each agent, custodian and other Person employed to act by the Trustee hereunder and under any other Related Document, whether or not such rights, privileges, protections, immunities, indemnities or benefits are specifically set forth herein or in any other Related Document, as the case may be, together with such other rights, privileges, protections, immunities, indemnities and benefits afforded to the applicable party hereunder or under any other Related Document.

Section 6.05    Not Acting in Individual Capacity. The Trustee acts hereunder solely as trustee unless otherwise expressly provided; and all Persons, other than the Holders to the extent expressly provided in this Indenture, having any claim against the Trustee by reason of the transactions contemplated hereby shall look, subject to the lien and priorities of payment as herein provided, only to the property of the Issuer for payment or satisfaction thereof.
Section 6.06    No Compensation from Holders. The Trustee agrees that it shall have no right against the Holders or, except as provided in Article III hereof, for any fee as compensation for its services hereunder.
Section 6.07    Notice of Defaults. As promptly as practicable after, and in any event within five days after, the occurrence of any Default or Event of Default of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall transmit to the Issuer, any Paying Agent, the Initial Liquidity Facility Provider and the Holders of the Notes, notice of such Default or Event of Default actually known to a Responsible Officer of the Trustee, unless such Default or Event of Default shall have been cured or waived; provided, however, that, except in the case of a Default or Event of Default on the payment of the interest on or principal or Redemption Price of any Note, the Trustee shall be fully protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the best interests of the Holders of the Notes.
Section 6.08    Trustee May Hold Securities. The Trustee, any Paying Agent, the Registrar or any of their Affiliates or any other agent in their respective individual or any other capacity, may


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become the owner or pledgee of the Notes and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.
Section 6.09    Corporate Trustee Required; Eligibility. There shall at all times be a Trustee which shall meet the Eligibility Requirements. If such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published.
In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.09 to act as Trustee, the Trustee shall resign immediately as Trustee in the manner and with the effect specified in Section 7.01.
Section 6.10    Reports by the Issuer. (a) The Issuer shall furnish to the Trustee all Monthly Reports and Annual Reports.
(a)    The Issuer shall furnish to the Trustee, within 120 days after the end of each fiscal year, a brief certificate in the form of Exhibit H from a Signatory Trustee as to his or her knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture (it being understood that for purposes of this Section 6.10, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture).
Section 6.11    Compensation. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, the fees and expenses agreed in writing between the Issuer and the Trustee, and will further pay or reimburse the Trustee upon its request for all reasonable expenses, any of the provisions hereof or any other documents executed in connection herewith (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ).
Section 6.12    Holder Lists. If the Trustee is not acting as the Registrar, the Issuer will furnish or cause to be furnished to the Trustee with respect to the Notes:
(a)    semi-annually, not later than 15 days after such semi-annual dates as may be specified by the Trustee, a list, in such form as the Trustee may reasonably require, of the names and addresses of each Holder as of such semi-annual date, as the case may be, and
(b)    at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, excluding from any such list names and addresses received by the Trustee in its capacity as Registrar.
Section 6.13    Preservation of Information; Communications to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of each Holder contained in the most recent list furnished to the Trustee as provided in Section 6.12 and


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the names and addresses of Holders received by the Trustee in its capacity as Registrar. The Trustee may destroy any list furnished to it as provided in Section 6.12 upon receipt of a new list so furnished.
(a)    If any Holder or Holders representing more than 10% of the Outstanding Principal Balance of any Series of Notes (hereinafter referred to as “applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Note of such Series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with the Holders of all Notes of such Series with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 6.13(a).
If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, provide to each Holder of a Note of such Series or to all Holders, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 6.13(a) hereof, a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be provided and of payment, or provision for the payment, of the reasonable expenses in connection with such provision.
(b)    Every Holder, by receiving and holding its Notes, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of such Holder in accordance with Section 6.13(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of providing any material pursuant to a request made under Section 6.13(b).
ARTICLE VII
SUCCESSOR TRUSTEES
Section 7.01    Resignation and Removal of Trustee. The Trustee may resign as to any or all of the Series A Notes, Series B Notes or Series C Notes at any time without cause by giving at least 90 days’ prior Written Notice to the Issuer, the Initial Liquidity Facility Provider, the Administrative Agent and the Holders, provided that such resignation shall be effective only upon the acceptance of the appointment by a successor Trustee. A Required Majority of any Series of Notes, as applicable, (or, with respect to the Initial Series A Notes and the Initial Series B Notes, the Initial Liquidity Facility Provider, so long as it is the Controlling Party) may at any time remove the Trustee as to such Series without cause by an instrument in writing delivered to the Issuer, the Administrative Agent, the Servicer, the Security Trustee, the Senior Trustee, the Certificate Holders and the Trustee being removed, such removal to be effective only upon the acceptance of the appointment by a successor Trustee. In addition, the Issuer may remove the Trustee as to any Series of Notes if: (a) such Trustee fails to comply with Section 7.02(d) hereof, (b) such Trustee is adjudged


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a bankrupt or an insolvent, (c) a receiver or public officer takes charge of such Trustee or its property or (d) such Trustee becomes incapable of acting, such removal to be effective only upon the acceptance of the appointment by a successor Trustee. References to the Trustee in this Indenture include any successor Trustee as to all or any of the Series of the Notes appointed in accordance with this Article VII. The resignation or removal of a Trustee and the appointment of a successor Trustee shall only become effective upon the successor Trustee’s acceptance of appointment as provided in Section 7.02.
Section 7.02    Appointment of Successor. (a) In the case of the resignation or removal of a Trustee as to any or all Series of Notes under Section 7.01, the Issuer shall promptly appoint a successor Trustee as to such Series; provided that a Required Majority of such Series may appoint, within one year after such resignation or removal, a successor Trustee as to such Series which may be other than the successor Trustee appointed by the Issuer, and such successor Trustee appointed by the Issuer shall be superseded by the successor Trustee so appointed by the Holders. If a successor Trustee as to any Series shall not have been appointed and accepted its appointment hereunder within 60 days after the Trustee gives notice of resignation or is removed, the retiring Trustee, the Issuer, the Administrative Agent, the Initial Liquidity Facility Provider or a majority of the Holders of the Outstanding Principal Balance of such Series (as to a Trustee for such Series) may petition any court of competent jurisdiction for the appointment of a successor Trustee as to such Series. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed as provided in the first sentence of this paragraph within one year from the date of the appointment by such court.
(a)    Any successor Trustee as to any Series of Notes, however appointed, shall execute and deliver to the Issuer, the Administrative Agent, the Initial Liquidity Facility Provider and the predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of such predecessor Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Trustee as to such Series herein; provided that, upon the written request of such successor Trustee, such predecessor Trustee shall, upon payment of all amounts due and owing to it, execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed applicable to it, all the estates, properties, rights, powers and trusts of such predecessor Trustee, and such predecessor Trustee shall duly assign, transfer, deliver and pay over to such successor Trustee all moneys or other property then held by such predecessor Trustee hereunder solely for the benefit of such Series of the Notes.
(b)    If a successor Trustee is appointed with respect to one or more (but not all) Series of the Notes, the Issuer, the predecessor Trustee and each successor Trustee with respect to each Series of Notes shall execute and deliver an amendment hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Series of Notes as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as


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shall be necessary to provide for or facilitate the administration of the Notes hereunder by more than one Trustee.
(c)    Each Trustee with respect to any Series of Notes shall be an Eligible Institution and shall meet the Eligibility Requirements, if there be such an institution willing, able and legally qualified to perform the duties of a Trustee hereunder; provided that the Rating Agencies shall receive notice of any replacement Trustee.
(d)    Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation to which substantially all the business of the Trustee may be transferred, shall, subject to the terms of paragraph (d) of this Section 7.02, be the Trustee under this Indenture without further act.
ARTICLE VIII
INDEMNITY
Section 8.01    Indemnity. The Issuer shall indemnify the Trustee (and its officers, directors, employees and agents) for, and hold it harmless against, any loss, liability or expense (including attorney’s fees and expenses but other than any Tax based on net income or profits attributable to the Trustee’s compensation for serving as such) Incurred by it in connection with the acceptance or administration of this Indenture and its duties under this Indenture, the Notes and the other Related Documents, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense Incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officer’s Certificate required to be furnished hereunder. The Trustee shall notify the Issuer, the Holders, the Initial Liquidity Facility Provider and the Rating Agencies promptly of any claim asserted against the Trustee for which it may seek indemnity; provided, however, that failure to provide such notice shall not invalidate any right to indemnity hereunder. The Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuer shall pay reasonable fees and expenses of such counsel. The Issuer need not pay for any settlement made without its consent; provided that such consent shall not be unreasonably withheld or delayed. In no event shall the Issuer settle or compromise a claim on behalf of the Trustee (or its officers, directors, employees or agents) which such settlement or compromise contains an admission of wrongdoing or breach on the part of the Trustee (or its officers, directors, employees or agents) without the consent of the Trustee. The Issuer need not reimburse any expense or indemnity against any loss or liability Incurred by the Trustee through willful misconduct or negligence.
Section 8.02    Holders’ Indemnity. The Trustee shall be entitled to be indemnified (except with respect to losses, damages or obligations arising from the Trustee’s willful misconduct or negligence) by the Holders of any Notes before proceeding to exercise any right or power under


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this Indenture, the Notes, the Administrative Agency Agreement or the Security Trust Agreement at the request or direction of such Holders.
Section 8.03    Survival. The provisions of Sections 8.01 and 8.02 shall survive the termination or assignment of this Indenture or the earlier resignation or removal of the Trustee.
ARTICLE IX
MODIFICATION
Section 9.01    Modification with Consent of Holders and the Initial Liquidity Facility Provider. With the consent of a Required Majority on the Record Date of any vote of the Holders (voting as a single class) and the consent of the Initial Liquidity Facility Provider, the Issuer, when authorized by a Trustee Resolution, may amend, modify or waive any breach of this Indenture; provided that, without the consent of the Trustee for a Series of Notes (acting at the direction of the Holders holding a majority of the Outstanding Principal Balance of such Series), no such amendment, modification or waiver may amend, modify or waive the provisions of this Indenture relating to such Series of Notes or have a disproportionately adverse effect on the Holders of such Series of Notes or the rights exercisable by the Holders of such Series as compared to the Holders of another Series; provided further that, without the consent of each Hedge Provider, the Initial Liquidity Facility Provider and each Holder, in each instance directly affected thereby, no such amendment, modification or waiver may amend, modify or waive the provisions of this Indenture or the Notes setting forth the frequency or the currency of payment of, the maturity of, or the method of calculation of the amount of, any interest, principal, premium, Redemption Price, Step‑Up Interest Amount or distribution amount payable in respect of any Series of Notes, or reduce the percentage of the aggregate Outstanding Principal Balance of any Series of Notes required to approve any amendment, modification or waiver of this Section 9.01 or alter the manner or priority of payment of such Series of Notes; and provided further that without the prior written consent of the Trustee, no such amendment, modification or waiver may amend, modify or waive the provisions of this Indenture that could adversely affect the rights, protections, immunities, indemnities, duties or obligations of the Trustee; and provided further that without the prior written consent of the Servicer, no such amendment, modification or waiver may amend, modify or waive the provisions of this Indenture in a manner that could adversely affect the rights of the Servicer; and provided further that without the prior written consent of Willis Lease, no such amendment, modification or waiver may amend, modify or waive the provisions of Section 3.15.
It shall not be necessary for the consent of the Holders under this Section 9.01 to approve the particular form of any proposed amendment, modification or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such amendment, modification or waiver approved by the Holders whose approval is required in accordance with this Section 9.01 will be binding on all Holders and each party to this Indenture.
The Issuer shall give the Trustee, each Rating Agency and the Initial Liquidity Facility Provider prior notice of any amendment, modification or waiver under this Section 9.01 and any amendments of the organizational documents of the Issuer or any Issuer Subsidiary, and, after an amendment, modification or waiver under this Section 9.01 becomes effective, the Issuer shall


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provide to the Trustee, the Initial Liquidity Facility Provider and the Rating Agencies a notice briefly describing such amendment, modification or waiver. Any failure of the Issuer to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, modification or waiver.
After an amendment under this Section 9.01 becomes effective, it shall bind every Holder whether or not notation thereof is made on any Note held by such Holder.
Section 9.02    Modification Without Consent of Holders. (a) Subject to Section 9.01, the Trustee may agree with the Issuer, without the consent of any Holder or (except in the case of clauses (ii) and (iii) below) the Initial Liquidity Facility Provider, (i) to any amendment of, modification of, or the waiver or authorization of any breach or prospective breach of, any provision of any Related Document to correct a manifest error or an error which is of a formal, minor or technical nature, (ii) to amend, modify or waive the provisions of this Indenture or the Administrative Agency Agreement relating to the timing of movement of Rental Payments or other monies received or Expenses Incurred among the Accounts by the Administrative Agent or (iii) to any amendment necessary to facilitate the issuance of Refinancing Notes in accordance with the terms of this Indenture, including to incorporate appropriate references to any applicable credit agreement, indenture supplemental hereto or other applicable Refinancing Note documentation and to reflect the addition of applicable secured parties in connection with such documentation (all in a manner consistent with the express provisions of this Indenture). Any such amendment, modification or waiver shall be notified to the Holders and the Initial Liquidity Facility Provider as soon as practicable thereafter and shall be binding on all the Holders and each party to this Indenture.
Upon any such amendment, modification or waiver, the Issuer shall deliver to the Holders, the Trustee and the Initial Liquidity Facility Provider a certificate that such amendment, modification or waiver will not materially adversely affect the Holders or the Initial Liquidity Facility Provider, except that the Issuer shall not be required to make such certification to any such Person if such Person’s prior consent is required or obtained to make such amendment, modification or waiver or, in the case of the Holders, if a Rating Agency Confirmation has been obtained. The Issuer shall give each Rating Agency notice of any waiver, amendment or modification entered into pursuant to this clause (a), and, after any such waiver, amendment or modification becomes effective, the Issuer shall provide to the Rating Agencies a notice briefly describing such waiver, amendment or modification. Any failure of the Issuer to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such waiver, amendment or modification.


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(b)    The Issuer may update, amend or otherwise modify certain schedules, exhibits or provisions of the Related Documents in accordance with the terms of such Related Document contemplating such modification with such consents or notifications as are expressly required pursuant to such terms. The Issuer shall notify the Trustee of any such modification to this Indenture. The Issuer shall give each Rating Agency notice of any amendment or modification entered into pursuant to this clause (b), and, after any such amendment or modification becomes effective, the Issuer shall provide to the Rating Agencies a notice briefly describing such amendment or modification. Any failure of the Issuer to provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or modification.
Section 9.03    Subordination and Priority of Payments. The subordination provisions contained in Section 3.09 and Article X and the definition of “Expenses” may not be amended or modified without the consent of the Servicer, each Hedge Provider, the Initial Liquidity Facility Provider and each Holder of each Series of Notes affected thereby; provided that in the case of Section 3.09, if all payments to such Person are payable senior to the clause affected by such amendment, modification or waiver, then such Person will not be considered adversely affected thereby. In no event shall the provisions set forth in Section 3.09 relating to the priority of the Expenses, Hedge Payments and payments under the Initial Liquidity Facility be amended or modified without the consent of the Person entitled to the payment thereof.
Section 9.04    Execution of Amendments by Trustee. In executing, or accepting the additional trusts created by, any amendment or modification to this Indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture and that all conditions precedent to the execution of such amendment have been satisfied. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s own rights, duties, immunities or indemnities under this Indenture or otherwise.
ARTICLE X
SUBORDINATION
Section 10.01    Subordination of the Notes and Other Subordinated Obligations. (a) (i) The Issuer, each Holder (by its acceptance of its Note) and each other Secured Party (by its acceptance of the benefits of the Security Trust Agreement) agree that the Securities and the other Obligations shall be subject to the provisions of this Article X and, in the case of the Secured Obligations, to the provisions of Article IX of the Security Trust Agreement and (ii) each Junior Claimant (and each Junior Representative of any thereof) agrees for the benefit of each Senior Claimant (and the Controlling Party and the trustee acting therefor) that each Junior Claim shall be subordinated fully in right of payment to each Senior Claim as provided in Section 3.09 and this Article X and Article IX of the Security Trust Agreement.


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(a)    For the purposes of this Indenture, no Senior Claims shall be deemed to have been paid in full until and unless the Senior Claimant (or the trustee therefor) of such Senior Claims shall have received payment in full in cash of such Senior Claims.
(b)    All payments or distributions upon or with respect to any Obligations that are received by any Junior Claimant (or any Junior Representative thereof) contrary to the provisions of this Indenture or in excess of the amounts to which such Junior Claimant is entitled under Section 3.09 shall be received for the benefit of the Senior Claimant, shall be segregated from other funds and property held by such Junior Claimant (or any Junior Representative thereof) and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Claims in accordance with the terms hereof.
(c)    Notwithstanding anything contained herein to the contrary, payments (i) deposited in the Security Deposit Account, the Maintenance Reserve Account, the DSCR Cash Trap Account or the Asset Disposition Contribution Account or drawn under the Initial Liquidity Facility (as provided in Section 3.14), or (ii) deposited in the Defeasance/Redemption Account (or, in the case of a Refinancing, the Refinancing Account) in respect of a Redemption under Section 3.11 or in respect of the defeasance of Notes pursuant to Article XI shall not be subordinated to the prior payment of any Senior Claimants in respect of any Senior Claims or subject to any other restrictions set forth in this Article X and Article IX of the Security Trust Agreement, and none of the Holders shall be obligated to pay over any payments from any such property to the Security Trustee or any other creditor of any of the Grantors (as defined in the Security Trust Agreement).
(d)    The Senior Trustee is hereby authorized to demand specific performance of the provisions of this Article X at any time when any Junior Claimant (or any Junior Representative thereof) shall have failed to comply with any of such provisions applicable to them. The Junior Claimants (and each Junior Representative thereof) hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.
Section 10.02    Rights of Subrogation. The Junior Claimants (and each Junior Representative thereof) agree that no payment or distributions to any Senior Claimant (or the trustee therefor) pursuant to the provisions of this Indenture shall entitle any Junior Claimant (or any Junior Representative thereof) to exercise any rights of subrogation in respect thereof until all Obligations constituting Senior Claims with respect to such Person shall have been paid in full.
Section 10.03    Further Assurances of Junior Representatives. Each of the Junior Representatives shall, at the expense of the Issuer, at any time and from time to time promptly execute and deliver all further instruments and documents, and take all further action, that the Controlling Party may reasonably request, in order to effectuate the provisions of this Article X.


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Section 10.04    Enforcement. Each Junior Claimant (and the Junior Representative therefor) agrees that the provisions of this Article X shall be enforceable against it under all circumstances, including without limitation in any proceeding referred to in Sections 4.01(e) and 4.01(f).
Section 10.05    Continued Effectiveness. The provisions of this Article X shall continue to be effective or shall be revived or reinstated, as the case may be, if at any time any payment of any of the Senior Claims is rescinded or must otherwise be returned by any Senior Claimant upon the insolvency, bankruptcy or reorganization of any Issuer Group Member, or otherwise, all as though such payment had not been made.
Section 10.06    Senior Claims and Junior Claims Unimpaired. Nothing in this Article X shall impair, as between the Issuer and any Senior Claimant or any Junior Claimant, the obligations of the Issuer to such Person, including without limitation the Senior Claims and the Junior Claims; provided that it is understood that the enforcement of rights and remedies shall be subject to the terms of this Indenture and the Security Trust Agreement.
ARTICLE XI
DISCHARGE OF INDENTURE; DEFEASANCE
Section 11.01    Discharge of Liability on the Notes; Defeasance. (a) When (i) the Issuer delivers to the Trustee all Outstanding Notes (other than Notes that have been lost, stolen or destroyed and that have been replaced pursuant to Section 2.08) for cancellation or (ii) all Outstanding Notes have become due and payable, whether at maturity or as a result of the giving of a notice of Redemption (which has not been revoked) pursuant to Section 3.11(c) and the Issuer irrevocably deposits in the Defeasance/Redemption Account funds sufficient to pay at maturity or upon redemption all Outstanding Notes, including interest thereon to maturity or the Redemption Date (other than Notes replaced or refinanced pursuant to Section 2.08), and if in each case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 11.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel, at the cost and expense of the Issuer, to the effect that any conditions precedent to a discharge of this Indenture have been met.
(a)    Subject to Sections 11.01(c) and 11.02 hereof, the Issuer at any time may terminate (i) all its obligations under the Notes and this Indenture (“Legal Defeasance” option) or (ii) its obligations under Sections 4.01 (other than with respect to a failure to comply with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) (only with respect to the Issuer) and 4.01(f) (only with respect to the Issuer)), 5.02 (other than Section 5.02(k)) and 5.03 (“Covenant Defeasance” option). The Issuer may exercise its Legal Defeasance option notwithstanding its prior exercise of its Covenant Defeasance option.
If the Issuer exercises its Legal Defeasance option, payment of any Notes subject to such Legal Defeasance may not be Accelerated because of an Event of Default. If the Issuer exercises its Covenant Defeasance option, payment of the Notes may not be Accelerated because of an Event of Default (other than with respect to a failure to comply with Sections 4.01(a), 4.01(b), 4.01(c),


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4.01(e) (other than with respect to the Issuer), 4.01(f) (other than with respect to the Issuer) and 5.02(k) hereof).
Upon satisfaction of the conditions set forth herein and upon written request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(b)    Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.12 and 5.02(k), Article VI, and Sections 8.01, 8.02, 11.04, 11.05 and 11.06 hereof shall survive until all the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.01, 11.04 and 11.05 shall survive.
Section 11.02    Conditions to Defeasance. The Issuer may exercise its Legal Defeasance option or its Covenant Defeasance option only if:
(a)    the Issuer irrevocably deposits in trust in the Defeasance/Redemption Account any one or any combination of (i) money or (ii) obligations of, and supported by the full faith and credit of, the U.S. Government (“U.S. Government Obligations”) for the payment of all principal or Redemption Price, if any, and interest (A) on the Notes or any Series of Notes being defeased, in the case of Legal Defeasance, or (B) on all of the Notes in the case of Covenant Defeasance, in either case, to maturity or redemption, as the case may be;
(b)    the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due (i) on each Series of Notes being defeased, in the case of Legal Defeasance, or (ii) on all of the Notes in the case of Covenant Defeasance, in either case, to maturity or redemption, as the case may be;
(c)    91 days pass after the deposit described in clause (a) above is made and during the 91-day period no Event of Default specified in Section 4.01(e) or (f) with respect to the Issuer occurs which is continuing at the end of the period;
(d)    the deposit described in clause (a) above does not constitute a default under any other agreement binding on the Issuer;
(e)    the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit described in clause (a) is not required to register as, or is registered as, an investment company under the Investment Company Act;
(f)    in the case of the Legal Defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either


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case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(g)    in the case of the Covenant Defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(h)    a Rating Agency Confirmation and (unless a Liquidity Facility Non-Consent Event has occurred or will occur at the time of or immediately after giving effect to such defeasance) the prior written consent of the Initial Liquidity Facility Provider is obtained relating to the defeasance contemplated by this Section 11.02;
(i)    all amounts due and owing to the Initial Liquidity Facility Provider have been paid; and
(j)    the Issuer delivers to the Trustee an Opinion of Counsel and an Officer’s Certificate that all conditions precedent to such defeasance have been satisfied.
Section 11.03    Application of Trust Money. The Trustee shall hold in trust in the Defeasance/Redemption Account money or U.S. Government Obligations deposited with it pursuant to this Article XI. It shall apply the deposited money and the money from U.S. Government Obligations in accordance with this Indenture to the payment of principal, premium, if any, and interest on the Notes. Money and securities so held in trust are not subject to Article X hereof or to Article IX of the Security Trust Agreement.
Section 11.04    Repayment to Issuer. The Trustee shall promptly turn over to the Issuer upon written request any excess money or securities held by it at any time after application of the appropriate defeasance option.
Subject to any applicable abandoned property law, the Trustee shall pay to the Issuer upon written request any money held by it for the payment of principal or interest that remains unclaimed for two years and, thereafter, Holders entitled to the money must look to the Issuer for payment as general creditors.
Section 11.05    Indemnity for Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any Tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations, or the principal and interest received on such U.S. Government Obligations.


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Section 11.06    Reinstatement. If the Trustee is unable to apply any money or U.S. Government Obligations in accordance with this Article XI by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application or otherwise, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article XI until such time as the Trustee is permitted to apply all such money or U.S. Government Obligations in accordance with this Article XI; provided, however, that, if the Issuer has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee.
ARTICLE XII
MISCELLANEOUS
Section 12.01    Right of Trustee to Perform. If the Issuer for any reason fails to observe or punctually to perform any of its obligations to the Trustee, whether under this Indenture or any of the other Related Documents or otherwise, the Trustee shall have power (but shall have no obligation), on behalf of or in the name of the Issuer or otherwise, to perform such obligations and to take any steps which the Trustee may, in its absolute discretion, consider appropriate with a view to remedying, or mitigating the consequences of, such failure by the Issuer; provided that no exercise or failure to exercise this power by the Trustee shall in any way prejudice the Trustee’s other rights under this Indenture or any of the other Related Documents.
Section 12.02    Waiver. Any waiver by any party of any provision of this Indenture or any right, remedy or option hereunder shall only prevent and estop such party from thereafter enforcing such provision, right, remedy or option if such waiver is given in writing and only as to the specific instance and for the specific purpose for which such waiver was given. The failure or refusal of any party hereto to insist in any one or more instances, or in a course of dealing, upon the strict performance of any of the terms or provisions of this Indenture by any party hereto or the partial exercise of any right, remedy or option hereunder shall not be construed as a waiver or relinquishment of any such term or provision, but the same shall continue in full force and effect. No failure on the part of the Trustee to exercise, and no delay on its part in exercising, any right or remedy under this Indenture will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Indenture are cumulative and not exclusive of any rights or remedies provided by law or in any other Related Document.
Section 12.03    Severability. In the event that any provision of this Indenture or the application thereof to any party hereto or to any circumstance or in any jurisdiction governing this Indenture shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to the extent that it is invalid or unenforceable and the remainder of this Indenture, and the application of any such invalid or unenforceable provision to the parties, jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall the same affect the validity or enforceability of this Indenture. The parties hereto further agree that the holding by any


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court of competent jurisdiction that any remedy pursued by the Trustee hereunder is unavailable or unenforceable shall not affect in any way the ability of the Trustee to pursue any other remedy available to it.
Section 12.04    Restrictions on Exercise of Certain Rights. The Trustee and, during the continuance of a payment Default with respect to the Senior Series, the Senior Trustee, in its capacity as trustee of such Senior Series, except as otherwise provided in Section 4.04, may sue for recovery or take any other steps for the purpose of recovering any of the obligations hereunder or any other debts or liabilities whatsoever owing to it by the Issuer. Each of the Holders shall at all times be deemed to have agreed by virtue of accepting the Notes that only the Trustee and, during the continuance of a payment Default with respect to the Senior Series, the Senior Trustee, in its capacity as trustee of such Series and except as provided in Section 4.04, may (to the extent (if any) permitted hereunder or by Applicable Law), take any steps for the purpose of procuring the appointment of an administrative receiver, examiner, receiver or similar officer or the making of an administration order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition, examinership or any like proceedings under the laws of any relevant jurisdiction.
Section 12.05    Notices. All notices, demands, certificates, requests, directions, instructions and communications hereunder (“Notices”) shall be in writing and shall be effective (a) upon receipt when sent via email or through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business Day after delivery to an overnight courier, or (c) on the date personally delivered to an authorized officer of the party to which sent, or (d) on the date transmitted by legible telecopier transmission with a confirmation of receipt, in all cases addressed to the recipient as follows:
if to the Issuer, to:
Willis Engine Structured Trust V
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890-1605
Attention: Corporate Trust Administrator
Facsimile: (302) 651-8882
with a copy to:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
Attention: General Counsel
Fax: +1 (415) 408-4701




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if to the Administrative Agent or to the Servicer, to:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
Attention: General Counsel
Fax: +1 (415) 408-4701

if to the Trustee, the Operating Bank, the Security Trustee, the Registrar or the Paying Agent, to:
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention: ABS Client Service, WES20A
Facsimile: (714) 247-6478
Email: Ronaldo.r.reyes@db.com

if to the Initial Liquidity Facility Provider, to:
Bank of America, N.A.
One Bryant Park
Mail Code: NY1-100-11-03
New York, NY 10036
Attention:  Carl Anderson
Email:  carl.w.anderson@baml.com; brad.sohl@baml.com; eric.r.mcteir@baml.com; hugo.m.morrissey@baml.com; sean.c.walsh@baml.com; judith.e.helms@baml.com; christi.thomas@baml.com

if to any Holder of a Definitive Note, to such Holder at its address set forth in the Register as of the Record Date related to the Payment Date immediately preceding the issuance of such Notice;
if to any Holder of a Global Note, to such Holder via the Depositary, Euroclear and/or Clearstream;
and
if to the Rating Agencies (so long as such listed agency is a Rating Agency), to the following, or such other notice address provided by such Rating Agency to the Administrative Agent:
Fitch Ratings, Inc.
33 Whitehall St.
New York, NY 10004
Attention: ABS Surveillance


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Kroll Bond Rating Agency, Inc.
805 Third Ave., 29th Floor
New York, NY 10022
Attention: ABS Surveillance
Facsimile:
abssurveillance@kbra.com

A copy of each Notice given hereunder to any party hereto shall also be given to each of the other parties hereto. Each party hereto may, by Notice given in accordance herewith to each of the other parties hereto, designate any further or different address to which subsequent Notices shall be sent.
In connection with the performance of their respective duties hereunder, each party may give notices, consents, directions, approvals, instructions and requests to, and otherwise communicate with, each other using electronic means, including email transmission to such email addresses as each such party shall designate to the other parties, and, if by electronic means to the Trustee, the Security Trustee or the Operating Bank, unless otherwise agreed by the applicable parties, delivered as a .PDF (Portable Document Format) or other attachment to email including a manual authorized signature on such attached notice, consent, direction, approval, instruction, request or other communication.
Section 12.06    Assignments; Third Party Beneficiary. This Indenture shall be a continuing obligation of the Issuer and shall (a) be binding upon the Issuer and its successors and assigns and (b) inure to the benefit of and be enforceable by the Trustee, the Operating Bank, the Administrative Agent and the Initial Liquidity Facility Provider, and by their respective successors, transferees and assigns. The Issuer may not assign any of its obligations under this Indenture. The Servicer and the Seller shall each be a third party beneficiary of each provision of this Indenture that affects any of its rights or obligations under this Indenture or any other Related Document, including providing for the priority of amounts payable to the Servicer or the Seller under the Servicing Agreement or the Asset Purchase Agreement or any other Related Document.
Section 12.07    Currency Conversion. (a) If any amount is received or recovered by the Administrative Agent or the Trustee in respect of this Indenture (whether as a result of the enforcement of the security created under the Security Trust Agreement or pursuant to this Indenture or any judgment or order of any court or in the liquidation or dissolution of the Issuer or by way of damages for any breach of any obligation to make any payment under or in respect of the Issuer’s obligations hereunder or any part thereof or otherwise) in a currency (the “Received Currency”) other than the currency in which such amount was expressed to be payable (the “Agreed Currency”), then the amount in the Received Currency actually received or recovered by the Trustee or the Administrative Agent shall, to the fullest extent permitted by Applicable Law, only constitute a discharge to the Issuer to the extent of the amount of the Agreed Currency which the Administrative Agent or the Trustee was or would have been able in accordance with its normal procedures to purchase on the date of actual receipt or recovery (or, if that is not practicable, on the next date on which it is so practicable), and, if the amount of the Agreed Currency which the Administrative Agent or Trustee is or would have been so able to purchase is less than the amount of the Agreed Currency which was originally payable by the Issuer, the Issuer shall pay to the Administrative Agent or the Trustee such amount as the Administrative Agent or the Trustee shall determine to be


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necessary to indemnify the Trustee and the Administrative Agent against any loss sustained by it as a result (including the cost of making any such purchase and any premiums, commissions or other charges paid or Incurred in connection therewith) and so that such indemnity, to the fullest extent permitted by Applicable Law, (i) shall constitute a separate and independent obligation of the Issuer distinct from its obligation to discharge the amount which was originally payable by the Issuer and (ii) shall give rise to a separate and independent cause of action and apply irrespective of any indulgence granted by the Administrative Agent or the Trustee and continue in full force and effect notwithstanding any judgment, order, claim or proof for a liquidated amount in respect of the amount originally payable by the Issuer or any judgment or order and no proof or evidence of any actual loss shall be required.
(a)    For the purpose of or pending the discharge of any of the moneys and liabilities hereby secured the Administrative Agent may, or cause the Operating Bank to, convert any moneys received, recovered or realized by the Administrative Agent under this Indenture (including the proceeds of any previous conversion under this Section 12.07) or any funds currently maintained in any account hereunder from their existing currency of denomination into the currency of denomination (if different) of such moneys and liabilities and any conversion from one currency to another for the purposes of any of the foregoing shall be made at the Trustee’s then prevailing spot selling rate at its office by which such conversion is made. If not otherwise required to be applied in the Received Currency, the Administrative Agent, acting on behalf of the Security Trustee, shall promptly convert any moneys in such Received Currency other than U.S. dollars into U.S. dollars. Each previous reference in this Section 12.07 to a currency extends to funds of that currency and funds of one currency may be converted into different funds of the same currency. The cost and expense of any such conversion shall be added to and reflected in the rate obtained for conversion and in no event shall the Administrative Agent or any of its affiliates be liable in respect of the exchange rate obtained for any such conversion or any related cost or expense.
Section 12.08    Application to Court. The Senior Trustee may at any time after the service of a Default Notice apply to any court of competent jurisdiction for an order that the terms of this Indenture be carried into execution under the direction of such court and for the appointment of a Receiver of the Collateral or any part thereof and for any other order in relation to the administration of this Indenture as the Senior Trustee shall deem fit and the Senior Trustee may assent to or approve any application to any court of competent jurisdiction made at the instigation of any of the Holders and shall be indemnified by the Issuer against all out-of-pocket costs, charges and expenses Incurred by it in relation to any such application or proceedings.
Section 12.09    Governing Law. THIS INDENTURE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Section 12.10    Jurisdiction. (a) Each of the parties hereto agrees that the Supreme Court of the State of New York sitting in the Borough of Manhattan, and the United States District Court for


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the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Indenture and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to such New York State or, to the extent permitted by law, such U.S. federal court being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Indenture and agrees not to claim that any such court is not a convenient or appropriate forum. Each of the Issuer, the Administrative Agent and the Initial Liquidity Facility Provider agrees that the process by which any suit, action or proceeding is begun in such New York State or U.S. federal court may be served on it by being delivered in connection with any such suit, action or proceeding directly to its address determined for such party pursuant to Section 12.05. Nothing in this Indenture will affect the right of any party to this Indenture to serve process in any other manner permitted by law.
(a)    The submission to the jurisdiction of the courts referred to in Section 12.10(a) shall not (and shall not be construed so as to) limit the right of the Trustee or the Controlling Party to take proceedings against the Issuer in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.
(b)    Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Indenture to the giving of any relief or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.
(c)    TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES THE RIGHT TO DEMAND A TRIAL BY JURY, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS INDENTURE, THE OTHER RELATED DOCUMENTS, OR THE SUBJECT MATTER HEREOF OR THEREOF OR THE OVERALL TRANSACTION BROUGHT BY ANY OF THE PARTIES HERETO OR THEIR SUCCESSORS OR ASSIGNS.
Section 12.11    Counterparts. This Indenture may be executed in two or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.
Section 12.12    Table of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.
Section 12.13    Compliance with Applicable Regulations. In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,


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including but not limited to those relating to the funding of terrorist activities and money laundering, including, without limitation, Section 326 of the USA PATRIOT Act of the United States (“Applicable Regulations”), each of the Trustee and the Operating Bank is required to obtain, verify and record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee or the Operating Bank. Accordingly, each of the parties hereto agrees to provide to each of the Trustee and the Operating Bank upon its request from time to time such identifying information and documentation as may be available for such party in order to enable each of the Trustee and the Operating Bank to comply with Applicable Regulations.
Section 12.14    Limited Recourse. Notwithstanding any other provision of this Indenture or any other Related Document, the obligations of the Issuer to make any payments under the Notes, this Indenture or any other Related Document shall from time to time and at all times be limited to the nominal amount of each payment or, if less, the actual amount derived from the Collateral (including the proceeds of any contingent claims that are included in the Collateral) at such time and available for application by or on behalf of the Issuer in making such payment in accordance with this Indenture and the other Related Documents from the Collateral, and no party hereto will have further recourse to the Issuer in respect of such obligations beyond its rights under this Indenture and the other Related Documents. On enforcement of this Indenture and the other Related Documents, after realization of the Collateral, including liquidation of any contingent claims that are included in the Collateral, and distribution of all proceeds of the Collateral, including the proceeds of any such contingent claims, in accordance with this Indenture and the other Related Documents, all obligations of and any remaining claims against the Issuer shall be extinguished and shall not thereafter revive and none of the parties hereto or to any other Related Document may take any further steps against the Issuer or against any shareholder, director, manager, member or officer of the Issuer in respect of such obligations. No party hereto will, and by its acceptance of any Note, each Holder agrees that it will not, until the expiry of one year and one day after the payment of all sums outstanding and owing under the latest maturing Note, take any corporate action or other steps or legal proceedings under the laws of any jurisdiction for the winding-up, dissolution, bankruptcy, liquidation, arrangement, insolvency, composition, examinership or re-organization or like proceedings or for the appointment of a receiver, administrator, administrative receiver, bankruptcy trustee, liquidator, examiner, sequestrator or similar officer of the Issuer or any other Issuer Group Member, or against any of the revenues and assets of the Issuer or any other Issuer Group Member. Section 12.04 is subject to the terms of this Section 12.14. The provisions of this Section 12.14 shall survive the termination of this Indenture.
Section 12.15    Contractual Recognition of Bail-In. Notwithstanding anything to the contrary in any Related Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Related Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and


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(b)    the effects of any Bail-in Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Indenture or any other Related Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.
By its acquisition of the Notes, each Holder (including each beneficial owner), to the extent permitted by law, waives any and all claims against the Trustee, the Security Trustee and the Operating Bank for, agrees not to initiate a suit against the Trustee, the Security Trustee or the Operating Bank in respect of, and agrees that the Trustee, the Security Trustee and the Operating Bank shall not be liable for, any action that the Trustee, the Security Trustee or the Operating Bank takes, or abstains from taking, in either case in accordance with the exercise of the Write-Down and Conversion Powers by the EEA Resolution Authority with respect to the Notes.
By its acquisition of the Notes, each Holder (including each beneficial owner), acknowledges and agrees that, upon the exercise of any Write-Down and Conversion Powers by the EEA Resolution Authority, (a) the Trustee, the Security Trustee and the Operating Bank shall not be required to take any further directions from the Administrative Agent and/or the Holders of the Notes under the terms of this Indenture unless secured or indemnified to its satisfaction, and that they may not direct the Trustee, the Security Trustee or the Operating Bank to take any action whatsoever, including without limitation, any challenge to the exercise of Write-Down and Conversion Powers or a request to call a meeting or take any other action under this Indenture in connection with the exercise of Write-Down and Conversion Powers unless secured or indemnified to its satisfaction and (b) this Indenture shall not impose any duties upon the Trustee, the Security Trustee or the Operating Bank whatsoever with respect to the exercise of any Write-Down and Conversion Powers by the EEA Resolution Authority.

The Issuer’s obligations to indemnify the Trustee, the Security Trustee and the Operating Bank in accordance with the terms of this Indenture shall survive the exercise of the Write-Down and Conversion Powers by the EEA Resolution Authority.

Holders of the Notes that acquire such Notes in the secondary market (including each beneficial owner) shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the Holders of the Notes that acquired the Notes upon their initial issuance, including, without limitation, with respect to the acknowledgment and agreement to be bound by and consent to the terms of the Notes, including in relation to the Write-Down and Conversion Powers.


- 178 -

[**] = 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.


The Issuer, the Initial Liquidity Facility Provider and the Administrative Agent agree that they will not amend, change or modify this Section 12.15 and the related rights, immunities, indemnities and protections of the Trustee, the Security Trustee and the Operating Bank without the Trustee’s, the Security Trustee’s and the Operating Bank’s written consent.
[Remainder of Page Intentionally Left Blank]




- 179 -

[**] = 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.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.
WILLIS ENGINE STRUCTURED TRUST V


By: /s/ Scott B. Flaherty                
Name: Scott B. Flaherty
Title: Controlling Trustee


 
- Signature Page -
Indenture
WEST V
 
[**] = 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.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Operating Bank and Trustee
By    /s/ Katherine M. Wannenmach    
Name: Katherine M. Wannenmach
Title:    Vice President
By    /s/ Marion Hogan    
Name: Marion Hogan
Title:    Assistant Vice President

 
- Signature Page -
Indenture
WEST V
 
[**] = 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.


WILLIS LEASE FINANCE CORPORATION, as the Administrative Agent
By    /s/ Dean M. Poulakidas    
Name:    Dean M. Poulakidas
Title:    Senior Vice President

 
- Signature Page -
Indenture
WEST V
 
[**] = 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.


BANK OF AMERICA, N.A., as the Initial Liquidity Facility Provider
By    /s/ Benjamin A. Merrill    
Name:    Benjamin A. Merrill
Title:    Managing Director



 
- Signature Page -
Indenture
WEST V
 
[**] = 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.

SCHEDULE 1
INITIAL ASSETS

Serial Number
Model
 
Serial Number
Model
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
[**]
[**]
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 
[**]
[**]
 
 
 


[**] = 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.

SCHEDULE 2
ISSUER SUBSIDIARIES
Entity
Jurisdiction
WEST Engine Acquisition LLC
Delaware
WEST V Engines (Ireland) Limited
Ireland
WEST II France (to be named WEST V France)
France
Each Asset Trust or Asset Trustee (as context requires) referenced in Schedule 4
 





[**] = 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.

SCHEDULE 3
ASSET SUBSIDIARIES
None.




[**] = 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.

SCHEDULE 4
ASSET TRUST AGREEMENTS
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]



[**] = 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.

[**]
[**]
[**]
[**]
[**]


[**] = 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.

SCHEDULE 5
SCHEDULED SERIES PERCENTAGE



Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
Closing Date . . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
 
4/15/2020
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
5/15/2020
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
6/15/2020
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
7/15/2020
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
8/15/2020
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
9/15/2020
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
10/15/2020
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2020
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2020
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
2/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
3/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
4/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
5/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
6/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
7/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
8/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
9/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]



[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
10/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2021
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
2/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
3/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
4/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
5/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
6/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
7/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
8/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
9/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
10/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2022
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
2/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
3/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
4/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
5/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
6/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
7/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
8/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]

[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
9/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
10/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2023
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
2/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
3/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
4/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
5/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
6/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
7/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
8/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
9/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
10/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2024
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
2/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
3/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
4/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
5/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
6/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
7/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]

[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
8/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
9/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
10/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2025
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
2/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
3/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
4/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
5/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
6/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
7/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
8/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
9/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
10/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2026
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
2/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
3/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
4/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
5/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
6/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]

[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
7/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
8/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
9/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
10/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2027
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
2/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
3/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
4/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
5/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
6/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
7/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
8/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
9/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
10/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2028
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2029
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
2/15/2029
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
3/15/2029
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
4/15/2029
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
5/15/2029
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]

[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
6/15/2029
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
7/15/2029
. . . . . . . . .
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8/15/2029
. . . . . . . . .
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9/15/2029
. . . . . . . . .
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10/15/2029
. . . . . . . . .
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11/15/2029
. . . . . . . . .
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12/15/2029
. . . . . . . . .
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1/15/2030
. . . . . . . . .
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2/15/2030
. . . . . . . . .
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3/15/2030
. . . . . . . . .
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4/15/2030
. . . . . . . . .
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5/15/2030
. . . . . . . . .
[**]
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6/15/2030
. . . . . . . . .
[**]
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7/15/2030
. . . . . . . . .
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8/15/2030
. . . . . . . . .
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9/15/2030
. . . . . . . . .
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10/15/2030
. . . . . . . . .
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11/15/2030
. . . . . . . . .
[**]
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12/15/2030
. . . . . . . . .
[**]
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[**]
[**]
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1/15/2031
. . . . . . . . .
[**]
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[**]
[**]
2/15/2031
. . . . . . . . .
[**]
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[**]
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3/15/2031
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
4/15/2031
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]

[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
5/15/2031
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
6/15/2031
. . . . . . . . .
[**]
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[**]
[**]
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7/15/2031
. . . . . . . . .
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8/15/2031
. . . . . . . . .
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9/15/2031
. . . . . . . . .
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10/15/2031
. . . . . . . . .
[**]
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11/15/2031
. . . . . . . . .
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12/15/2031
. . . . . . . . .
[**]
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1/15/2032
. . . . . . . . .
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2/15/2032
. . . . . . . . .
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3/15/2032
. . . . . . . . .
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4/15/2032
. . . . . . . . .
[**]
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5/15/2032
. . . . . . . . .
[**]
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6/15/2032
. . . . . . . . .
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7/15/2032
. . . . . . . . .
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8/15/2032
. . . . . . . . .
[**]
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9/15/2032
. . . . . . . . .
[**]
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10/15/2032
. . . . . . . . .
[**]
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[**]
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11/15/2032
. . . . . . . . .
[**]
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[**]
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12/15/2032
. . . . . . . . .
[**]
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[**]
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1/15/2033
. . . . . . . . .
[**]
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[**]
[**]
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2/15/2033
. . . . . . . . .
[**]
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[**]
[**]
[**]
[**]
3/15/2033
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]

[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
4/15/2033
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
5/15/2033
. . . . . . . . .
[**]
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[**]
[**]
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6/15/2033
. . . . . . . . .
[**]
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7/15/2033
. . . . . . . . .
[**]
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[**]
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8/15/2033
. . . . . . . . .
[**]
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[**]
[**]
[**]
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9/15/2033
. . . . . . . . .
[**]
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[**]
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[**]
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10/15/2033
. . . . . . . . .
[**]
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[**]
[**]
[**]
[**]
11/15/2033
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
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12/15/2033
. . . . . . . . .
[**]
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[**]
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1/15/2034
. . . . . . . . .
[**]
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2/15/2034
. . . . . . . . .
[**]
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3/15/2034
. . . . . . . . .
[**]
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[**]
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4/15/2034
. . . . . . . . .
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5/15/2034
. . . . . . . . .
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6/15/2034
. . . . . . . . .
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7/15/2034
. . . . . . . . .
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8/15/2034
. . . . . . . . .
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9/15/2034
. . . . . . . . .
[**]
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10/15/2034
. . . . . . . . .
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[**]
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11/15/2034
. . . . . . . . .
[**]
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12/15/2034
. . . . . . . . .
[**]
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1/15/2035
. . . . . . . . .
[**]
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[**]
[**]
[**]
[**]
2/15/2035
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]

[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
3/15/2035
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
4/15/2035
. . . . . . . . .
[**]
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5/15/2035
. . . . . . . . .
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6/15/2035
. . . . . . . . .
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7/15/2035
. . . . . . . . .
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8/15/2035
. . . . . . . . .
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9/15/2035
. . . . . . . . .
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[**]
[**]
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10/15/2035
. . . . . . . . .
[**]
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[**]
[**]
[**]
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11/15/2035
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2035
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
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1/15/2036
. . . . . . . . .
[**]
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[**]
[**]
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2/15/2036
. . . . . . . . .
[**]
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[**]
[**]
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3/15/2036
. . . . . . . . .
[**]
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4/15/2036
. . . . . . . . .
[**]
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5/15/2036
. . . . . . . . .
[**]
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6/15/2036
. . . . . . . . .
[**]
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[**]
[**]
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7/15/2036
. . . . . . . . .
[**]
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[**]
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8/15/2036
. . . . . . . . .
[**]
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[**]
[**]
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9/15/2036
. . . . . . . . .
[**]
[**]
[**]
[**]
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10/15/2036
. . . . . . . . .
[**]
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[**]
[**]
[**]
[**]
11/15/2036
. . . . . . . . .
[**]
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[**]
[**]
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[**]
12/15/2036
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2037
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]

[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
2/15/2037
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
3/15/2037
. . . . . . . . .
[**]
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4/15/2037
. . . . . . . . .
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5/15/2037
. . . . . . . . .
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6/15/2037
. . . . . . . . .
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7/15/2037
. . . . . . . . .
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8/15/2037
. . . . . . . . .
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9/15/2037
. . . . . . . . .
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10/15/2037
. . . . . . . . .
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11/15/2037
. . . . . . . . .
[**]
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[**]
[**]
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12/15/2037
. . . . . . . . .
[**]
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[**]
[**]
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1/15/2038
. . . . . . . . .
[**]
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2/15/2038
. . . . . . . . .
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3/15/2038
. . . . . . . . .
[**]
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4/15/2038
. . . . . . . . .
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5/15/2038
. . . . . . . . .
[**]
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6/15/2038
. . . . . . . . .
[**]
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[**]
[**]
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7/15/2038
. . . . . . . . .
[**]
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[**]
[**]
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8/15/2038
. . . . . . . . .
[**]
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[**]
[**]
[**]
[**]
9/15/2038
. . . . . . . . .
[**]
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[**]
[**]
[**]
[**]
10/15/2038
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2038
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2038
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]

[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
1/15/2039
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
2/15/2039
. . . . . . . . .
[**]
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[**]
[**]
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3/15/2039
. . . . . . . . .
[**]
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4/15/2039
. . . . . . . . .
[**]
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5/15/2039
. . . . . . . . .
[**]
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[**]
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6/15/2039
. . . . . . . . .
[**]
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[**]
[**]
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7/15/2039
. . . . . . . . .
[**]
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[**]
[**]
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8/15/2039
. . . . . . . . .
[**]
[**]
[**]
[**]
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9/15/2039
. . . . . . . . .
[**]
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[**]
[**]
[**]
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10/15/2039
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2039
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2039
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2040
. . . . . . . . .
[**]
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[**]
[**]
[**]
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2/15/2040
. . . . . . . . .
[**]
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[**]
[**]
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3/15/2040
. . . . . . . . .
[**]
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[**]
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4/15/2040
. . . . . . . . .
[**]
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[**]
[**]
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5/15/2040
. . . . . . . . .
[**]
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[**]
[**]
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6/15/2040
. . . . . . . . .
[**]
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[**]
[**]
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7/15/2040
. . . . . . . . .
[**]
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[**]
[**]
[**]
[**]
8/15/2040
. . . . . . . . .
[**]
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[**]
[**]
[**]
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9/15/2040
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
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10/15/2040
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2040
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]

[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
12/15/2040
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2041
. . . . . . . . .
[**]
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[**]
[**]
[**]
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2/15/2041
. . . . . . . . .
[**]
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[**]
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3/15/2041
. . . . . . . . .
[**]
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[**]
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4/15/2041
. . . . . . . . .
[**]
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[**]
[**]
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5/15/2041
. . . . . . . . .
[**]
[**]
[**]
[**]
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6/15/2041
. . . . . . . . .
[**]
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[**]
[**]
[**]
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7/15/2041
. . . . . . . . .
[**]
[**]
[**]
[**]
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8/15/2041
. . . . . . . . .
[**]
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[**]
[**]
[**]
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9/15/2041
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
10/15/2041
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
11/15/2041
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
12/15/2041
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
1/15/2042
. . . . . . . . .
[**]
[**]
[**]
[**]
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2/15/2042
. . . . . . . . .
[**]
[**]
[**]
[**]
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3/15/2042
. . . . . . . . .
[**]
[**]
[**]
[**]
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[**]
4/15/2042
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
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5/15/2042
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
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6/15/2042
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
7/15/2042
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
8/15/2042
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
9/15/2042
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]
10/15/2042
. . . . . . . . .
[**]
[**]
[**]
[**]
[**]
[**]

[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
11/15/2042
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8/15/2043
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9/15/2043
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10/15/2043
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11/15/2043
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12/15/2043
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1/15/2044
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2/15/2044
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[**] = 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.

Payment Date*
Series A Notes and Series B
Notes— Group 1 Assets
Series A Notes and Series B
Notes— Group 2 Assets
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series A Notes and Series B Notes— Group 3 Asset MSN [**]
Series C Notes—All Assets
 
10/15/2044
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11/15/2044
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[**] = 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.

SCHEDULE 6
MAINTENANCE REDUCTION AMOUNT




[**] = 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.

Initial Asset serial number
Maintenance Reduction Amount
 
Initial Asset serial number
Maintenance Reduction Amount
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[**] = 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.

EXHIBIT A-1
FORM OF SERIES A NOTE
NEITHER THIS NOTE, NOR ANY INTEREST HEREIN HAS BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY IN ANY JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER OR BENEFICIAL OWNER OF AN INTEREST HEREIN (i) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QUALIFIED INSTITUTIONAL BUYER”) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND HAS ACQUIRED THIS NOTE OR AN INTEREST HEREIN IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE OR AN INTEREST HEREIN IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”); (ii) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE OR AN INTEREST HEREIN EXCEPT (A) TO WILLIS ENGINE STRUCTURED TRUST V (THE “ISSUER”) OR ANY OF ITS AFFILIATES (AS DEFINED IN RULE 501(b) OF REGULATION D), (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (C) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH OF THE CASES (A) THROUGH (E) ABOVE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (iii) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFER IS PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSONS” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S. THE AMENDED AND RESTATED TRUST INDENTURE (THE “INDENTURE”) DATED AS OF MARCH 3, 2020, AMONG THE ISSUER, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE AND OPERATING BANK, WILLIS LEASE FINANCE CORPORATION, AS ADMINISTRATIVE AGENT AND BANK OF AMERICA, N.A., AS THE INITIAL LIQUIDITY FACILITY PROVIDER CONTAINS A PROVISION REQUIRING


- A-1-1 -

[**] = 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.

THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR AN INTEREST HEREIN IN VIOLATION OF THE FOREGOING RESTRICTIONS.
BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED (OR IN THE CASE OF A DEFINITIVE NOTE WILL BE REQUIRED TO REPRESENT, WARRANT AND AGREE) THAT EITHER: (A) NO ASSETS OF (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A PLAN SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR OTHER NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (IV) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT, HAVE BEEN USED TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN; OR (B) IT IS ACQUIRING A SERIES A NOTE OR SERIES B NOTE AND THE ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST HEREIN BY THE HOLDER DO NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW, AS APPLICABLE.
EACH HOLDER AND BENEFICIAL OWNER OF A NOTE, BY THE ACCEPTANCE OF SUCH NOTE OR ACQUISITION OF ANY BENEFICIAL INTEREST THEREIN, COVENANTS AND AGREES, FOR THE BENEFIT OF THE ISSUER, TO THE EXTENT IT IS LEGALLY ABLE TO DO SO, TO PROVIDE TO THE ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION, INFORMATION OR CERTIFICATION (INCLUDING, BUT NOT LIMITED TO, INTERNAL REVENUE SERVICE FORMS W-8BEN,W-8BEN-E, W-8IMY, W-8ECI, W-8EXP AND W-9 (OR ANY SUCCESSOR FORMS)) AS (1) WOULD REDUCE OR ELIMINATE (I) ANY TAXES PAYABLE BY, OR WITHHELD WITH RESPECT TO AMOUNTS PAYABLE TO, THE ISSUER OR ANY OTHER ISSUER GROUP MEMBER OR (II) WITHHOLDING TAXES IMPOSED ON ANY AMOUNT PAYABLE BY THE TRUSTEE OR ANY AMOUNT PAID OR PAYABLE BY THE ISSUER UNDER THE INDENTURE AND/OR (2) MAY BE HELPFUL (AS REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE EACH IN ITS SOLE DISCRETION) FOR THE TRUSTEE OR THE ISSUER TO SATISFY ITS OBLIGATIONS RELATING TO FATCA, WITHHOLDING (INCLUDING BACKUP WITHHOLDING) AND INFORMATION REPORTING UNDER THE CODE AND ANY OTHER APPLICABLE LAW.
EACH HOLDER AND BENEFICIAL OWNER OF A NOTE, BY THE ACCEPTANCE OF SUCH NOTE OR ACQUISITION OF ANY BENEFICIAL INTEREST THEREIN, COVENANTS AND AGREES, FOR THE BENEFIT OF THE ISSUER, (I) AT THE TIME OR TIMES PRESCRIBED BY APPLICABLE LAW FOLLOWING A REASONABLE WRITTEN REQUEST BY THE


- A-1-2 -

[**] = 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.

ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE OR THEIR AGENTS, TO OBTAIN AND PROVIDE THE ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE, THE FATCA RESPONSIBLE OFFICER OR THEIR AGENTS WITH INFORMATION OR DOCUMENTATION RELATING TO SUCH PERSON, AND TO UPDATE OR CORRECT SUCH INFORMATION OR DOCUMENTATION, AS IS NECESSARY OR HELPFUL (IN THE GOOD FAITH SOLE DETERMINATION OF THE ISSUER, THE TRUSTEE OR THEIR AGENTS AS APPLICABLE) FOR THE ISSUER, ANY OTHER ISSUER GROUP MEMBER AND THE TRUSTEE, OR THEIR AGENTS, TO COMPLY WITH THEIR OBLIGATIONS UNDER FATCA, AND (II) THAT THE ISSUER, ANY OTHER ISSUER GROUP MEMBER, THE TRUSTEE AND/OR THE FATCA RESPONSIBLE OFFICER MAY (1) PROVIDE SUCH INFORMATION AND DOCUMENTATION AND ANY OTHER INFORMATION CONCERNING AN INVESTMENT IN THE NOTES TO THE UNITED STATES INTERNAL REVENUE SERVICE AND ANY OTHER RELEVANT TAXING AUTHORITY AND (2) TAKE SUCH OTHER STEPS AS THEY DEEM NECESSARY OR HELPFUL TO COMPLY WITH THEIR OBLIGATIONS (OR THE OBLIGATIONS OF ANY OTHER ISSUER GROUP MEMBER) UNDER FATCA.
BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE AGREED AND ACKNOWLEDGED THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE HOLDERS OF THE SERIES B NOTES, THE HOLDERS OF THE SERIES C NOTES AND THE CERTIFICATE HOLDERS WILL HAVE THE RIGHT TO PURCHASE ALL NOTES ISSUED UNDER THE INDENTURE TO WHICH THIS NOTE RELATES, INCLUDING THIS NOTE, IN ACCORDANCE WITH THE TERMS OF SECTION 4.13, 4.14 OR 4.15, AS APPLICABLE, OF THE INDENTURE TO WHICH THIS NOTE RELATES.
IF THIS NOTE IS REPRESENTED BY A GLOBAL NOTE, INSERT:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.
[Insert for each Series A Note, but only if such Series A Note is issued with more than de minimis OID, as determined under U.S. federal income tax principles.] [THIS NOTE IS ISSUED WITH


- A-1-3 -

[**] = 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.

ORIGINAL ISSUE DISCOUNT (“OID”) FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE CODE. FOR INFORMATION REGARDING THE ISSUE DATE, ISSUE PRICE, YIELD TO MATURITY AND AMOUNT OF OID, PLEASE CONTACT WILLIS LEASE FINANCE CORPORATION, 4700 LYONS TECHNOLOGY PARKWAY, COCONUT CREEK, FLORIDA 33073, ATTENTION: GENERAL COUNSEL.]
IF THIS NOTE IS REPRESENTED BY A REGULATION S TEMPORARY GLOBAL NOTE, INSERT:
PRIOR TO THE EXPIRATION OF A RESTRICTED PERIOD ENDING ON THE EXPIRATION OF THE 40-DAY “DISTRIBUTION COMPLIANCE PERIOD” (AS DEFINED IN RULE 902(F) OF REGULATION S) OR SUCH LATER DATE AS THE ISSUER MAY NOTIFY TO THE TRUSTEE, THIS NOTE, OR ANY BENEFICIAL INTEREST HEREIN, MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED EXCEPT (A) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S OR (B) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
IF THIS NOTE IS REPRESENTED BY A DEFINITIVE NOTE, INSERT:
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AND THE OTHER RESTRICTIONS CONTAINED IN THE INDENTURE.



- A-1-4 -

[**] = 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.

WILLIS ENGINE STRUCTURED TRUST V
SERIES A 20___-__ FIXED RATE NOTE
No. ______
CUSIP: ___________
ISIN: ___________
[Common Code: ___________]
$____________
WILLIS ENGINE STRUCTURED TRUST V, a Delaware statutory trust (herein referred to as the “Issuer”), for value received, hereby promises to pay to [CEDE & Co.][____________________], or registered assigns, the principal sum [indicated on Schedule A hereto] [of [SPELL AMOUNT] DOLLARS ($_________________),] (or, if different, the then-Outstanding Principal Balance of this Note) on [DATE] (the “Final Maturity Date”) and to pay interest monthly in arrears on the Outstanding Principal Balance hereof at the rate of [___]% per annum (the “Stated Rate”) from the date hereof until the Outstanding Principal Balance hereof is paid in full, payable on each Payment Date, and if this Series A Note (this “Note”) remains outstanding on [DATE] (the “Expected Final Payment Date”), then from the Expected Final Payment Date until the Outstanding Principal Balance hereof is paid in full, additional interest at the rate of 2.0% per annum, compounded monthly (“Step-Up Interest”) on the Outstanding Principal Balance hereof (in accordance with the Indenture), payable on each Payment Date following the Expected Final Payment Date. Interest on this Note shall accrue from the relevant issuance date and shall be computed for each Interest Accrual Period on the basis of (i) in the case of the first Interest Accrual Period and any incomplete Interest Accrual Period, a 360-day year consisting of twelve 30-day months and (ii) otherwise, a 360-day year and one-twelfth of an annual interest payment on the Outstanding Principal Balance of this Note.
This Note is one of a duly authorized issue of Series A Notes of the Issuer issued under the Amended and Restated Trust Indenture dated as of March 3, 2020 (as amended or supplemented from time to time, the “Indenture”), among the Issuer, Deutsche Bank Trust Company Americas, as Operating Bank and as Trustee (the “Trustee”), Willis Lease Finance Corporation, as Administrative Agent (the “Administrative Agent”) and Bank of America, N.A., as Initial Liquidity Facility Provider (the “Initial Liquidity Facility Provider”). The Indenture provides for the issuance of Series A Notes in a single series. All capitalized terms used in this Note and not defined herein shall have the respective meanings assigned to such terms in the Indenture. Reference is made to the Indenture for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of Notes. This Note is subject to all of the terms of the Indenture.
The Outstanding Principal Balance of this Note may be repaid prior to the Final Maturity Date through the application on the Payment Dates of the Available Collections to the principal hereof as provided in Section 3.09 of the Indenture (after making payments entitled to priority under Section 3.09 of the Indenture). In addition, the Issuer may optionally redeem all or part of the Outstanding Principal Balance of this Note, in the case of a redemption in whole, on any Business Day, and in the case of a redemption in part, on any Payment Date, at the applicable Redemption Price (calculated


- A-1-5 -

[**] = 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.

as provided in the Indenture), or, in the case of a Tax Redemption, at the Outstanding Principal Balance hereof plus accrued and unpaid interest hereon. Further, the Issuer may provide for the defeasance of this Note in accordance with Article XI of the Indenture.
Interest, including Step-Up Interest, and premium on this Note that is not paid when due shall bear interest at the rate, and as and to the extent, provided in the Indenture.
The indebtedness evidenced by the Series A Notes is, to the extent and in the manner provided in the Indenture and the Security Trust Agreement, subordinate and subject in right of payment to the prior payment in full of all Senior Claims, and this Note is issued subject to the provisions thereof providing for such subordination. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee and the Security Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints each of the Trustee and the Security Trustee its attorney-in-fact for such purpose. All payments or distributions upon or with respect to any Obligations, which include payment of principal, premium and interest on this Note, that are received by the Holder of this Note contrary to the priority of payment provisions of the Indenture or in excess of the amounts to which the Holder of this Note is entitled under Section 3.09 of the Indenture, shall be received for the benefit of the Senior Claimant, shall be segregated from other funds and property held by the Holder of this Note and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Claims in accordance with the terms of the Indenture.
The maturity of this Note is subject to Acceleration upon the occurrence and during the continuance of the Events of Default specified in the Indenture.
This Note is and will be secured, on a subordinated basis as referred to above, by the collateral pledged as security therefor as provided in the Security Trust Agreement.
Subject to and in accordance with the terms of the Indenture, there will be distributed with respect to this Note monthly on each Payment Date commencing on [________], to the Holder hereof, such Holder’s pro rata share (based on the aggregate percentage of the Outstanding Principal Balance of the Series A Notes held by such Holder) of the aggregate amount as may be distributable to all Holders of Series A Notes on such Payment Date pursuant to Section 3.09 of the Indenture.
All amounts payable in respect of this Note shall be payable in U.S. dollars in immediately available funds in the manner provided in the Indenture to the Holder hereof. The final payment with respect to this Note, however, shall be made only upon presentation and surrender of this Note by the Holder or its agent at the Corporate Trust Office or agency of the Trustee or Paying Agent specified in the notice given by the Trustee or Paying Agent with respect to such final payment. At such time, if any, as this Note is issued in the form of one or more Definitive Notes, payments on a Payment Date shall be made by check mailed to each Holder of such a Definitive Note on the applicable Record Date at its address appearing on the Register maintained with respect to the Notes. Alternatively, upon application in writing to the Trustee, not later than the applicable Record Date, a Holder of one or more Definitive Notes, may have such payments made by wire transfer to an


- A-1-6 -

[**] = 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.

account designated by such Holder at a financial institution in the United States (or other location agreed by the Trustee); provided that Holders of Definitive Notes having an aggregate principal amount of not less than $1,000,000 shall have such payment made by wire transfer to an account designated by such Holder at a financial institution in the United States (or other location agreed by the Trustee). The Trustee or Paying Agent shall provide such notice of the final payment of a Note to the Holder thereof, specifying the date and amount of such final payment, no later than five Business Days prior to such final payment.
The Series A Notes are issuable in a single series only in fully registered form without interest coupons. A Holder may transfer a Global Note by delivery thereof and otherwise complying with the terms of the Indenture. No transfer of a Definitive Note shall be effective until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register; provided that in no event may any Note be transferred in any transaction that is required to be registered under the Securities Act. When a Definitive Note is presented to the Registrar with a request to register the transfer or to exchange it for Series A Notes of authorized denominations in an aggregate principal amount equal to the exchanged Notes, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including, in the case of a transfer, that such Definitive Note is accompanied by a completed transfer notice in the form attached to this Note (if this Note is a Definitive Note) duly executed by the Holder hereof (or by an attorney who is authorized in writing to act on behalf of the Holder)). No service charge shall be made for any registration of transfer or exchange of a Definitive Note, but the party requesting such new Note or Notes may be required to pay a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.
Prior to the registration of transfer of a Definitive Note, the Issuer and the Trustee may deem and treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the absolute owner and holder hereof for the purpose of receiving payment of all amounts payable with respect to this Note and for all other purposes, and neither the Issuer nor the Trustee shall be affected by notice to the contrary.
Article IX of the Indenture permits the amendment, modification or waiver of the Indenture and the Series A Notes, as specified in the Indenture. The Indenture also contains provisions that permit waiver of compliance by the Issuer with certain provisions of the Indenture and certain existing defaults under the Indenture and their consequences. Any such amendments, modifications or waivers of the Indenture in compliance with the Indenture shall be binding upon the Trustee, the Holders and the other parties to the Indenture, whether or not notation of such consent or waiver is made upon this Note.
The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.


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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.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Holders of Notes under the Indenture.
THIS NOTE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.




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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.

IN WITNESS WHEREOF, the Issuer has caused this Series A Note to be signed manually or by facsimile by its Responsible Officer.
Date: ________________    
WILLIS ENGINE STRUCTURED TRUST V

By:_______________________________________
Name:
Title: Controlling Trustee

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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.


TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Series A Notes designated by and referred to in the within-mentioned Indenture.
Date: ________________    
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as the Trustee
By:_______________________________________
Name:
Title:


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SCHEDULE A5 
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Note shall be $__________________. The following decreases/increases in the principal amount of this Note have been made:
Date of Decrease/ Increase
Decrease in Principal Amount
Increase in Principal Amount
Total Principal Amount Following such Decrease/ Increase
Notation Made by or on Behalf of Trustee
_____________
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_____________


















_______________________
5 Include Schedule A in a Global Note.

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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.

[FORM OF] TRANSFER NOTICE6 
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No.___________________________
    
(Please print or typewrite name and address including zip code of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________ attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises.
The undersigned confirms that without utilizing any general solicitation or general advertising that this Note is being transferred:
[Check One]
o
to the Issuer or its affiliate (as defined in Rule 501(b) of Regulation D (“Regulation D”) under the United States Securities Act of 1933, as amended (the “Securities Act”)).
o
to a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.
o
in compliance with Regulation S under the Securities Act.
o
pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available) and, prior to the proposed transfer, the transferee is furnishing to the Trustee and the Issuer such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
o
pursuant to another available exemption from registration under the Securities Act and, prior to the proposed transfer, the transferee is furnishing to the Trustee and the Issuer such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.12 of the Indenture shall have been satisfied.
Date:___________________
{Signature of Transferor}_____________________
NOTICE: The signature to this assignment must correspond with the name as written upon the face

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of the within-mentioned instrument in every particular, without alteration or any change whatsoever.
The undersigned covenants and agrees that it will treat this Note as indebtedness for all purposes and will not take any action contrary to such characterization, including, without limitation, filing any tax returns or financial statements inconsistent therewith.
[TO BE COMPLETED BY PURCHASER IF THE SECOND BOX ABOVE IS CHECKED:]
The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 (“Rule 144A”) and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.
Date:___________________    {Signature of Transferor}_____________________

NOTICE: To be executed by an executive officer.



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EXHIBIT A-2
FORM OF SERIES B NOTE
NEITHER THIS NOTE, NOR ANY INTEREST HEREIN HAS BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY IN ANY JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER OR BENEFICIAL OWNER OF AN INTEREST HEREIN (i) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QUALIFIED INSTITUTIONAL BUYER”) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND HAS ACQUIRED THIS NOTE OR AN INTEREST HEREIN IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE OR AN INTEREST HEREIN IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”); (ii) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE OR AN INTEREST HEREIN EXCEPT (A) TO WILLIS ENGINE STRUCTURED TRUST V (THE “ISSUER”) OR ANY OF ITS AFFILIATES (AS DEFINED IN RULE 501(b) OF REGULATION D), (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (C) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH OF THE CASES (A) THROUGH (E) ABOVE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (iii) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFER IS PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSONS” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S. THE AMENDED AND RESTATED TRUST INDENTURE (THE “INDENTURE”) DATED AS OF MARCH 3, 2020. AMONG THE ISSUER, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE AND OPERATING BANK, WILLIS LEASE FINANCE CORPORATION, AS ADMINISTRATIVE AGENT AND BANK OF AMERICA, N.A., AS THE INITIAL LIQUIDITY FACILITY PROVIDER CONTAINS A PROVISION REQUIRING


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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.

THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR AN INTEREST HEREIN IN VIOLATION OF THE FOREGOING RESTRICTIONS.
BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED (OR IN THE CASE OF A DEFINITIVE NOTE WILL BE REQUIRED TO REPRESENT, WARRANT AND AGREE) THAT EITHER: (A) NO ASSETS OF (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A PLAN SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR OTHER NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (IV) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT, HAVE BEEN USED TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN; OR (B) IT IS ACQUIRING A SERIES A NOTE OR SERIES B NOTE AND THE ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST HEREIN BY THE HOLDER DO NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW, AS APPLICABLE.
EACH HOLDER AND BENEFICIAL OWNER OF A NOTE, BY THE ACCEPTANCE OF SUCH NOTE OR ACQUISITION OF ANY BENEFICIAL INTEREST THEREIN, COVENANTS AND AGREES, FOR THE BENEFIT OF THE ISSUER, TO THE EXTENT IT IS LEGALLY ABLE TO DO SO, TO PROVIDE TO THE ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION, INFORMATION OR CERTIFICATION (INCLUDING, BUT NOT LIMITED TO, INTERNAL REVENUE SERVICE FORMS W-8BEN,W-8BEN-E, W-8IMY, W-8ECI, W-8EXP AND W-9 (OR ANY SUCCESSOR FORMS)) AS (1) WOULD REDUCE OR ELIMINATE (I) ANY TAXES PAYABLE BY, OR WITHHELD WITH RESPECT TO AMOUNTS PAYABLE TO, THE ISSUER OR ANY OTHER ISSUER GROUP MEMBER OR (II) WITHHOLDING TAXES IMPOSED ON ANY AMOUNT PAYABLE BY THE TRUSTEE OR ANY AMOUNT PAID OR PAYABLE BY THE ISSUER UNDER THE INDENTURE AND/OR (2) MAY BE HELPFUL (AS REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE EACH IN ITS SOLE DISCRETION) FOR THE TRUSTEE OR THE ISSUER TO SATISFY ITS OBLIGATIONS RELATING TO FATCA, WITHHOLDING (INCLUDING BACKUP WITHHOLDING) AND INFORMATION REPORTING UNDER THE CODE AND ANY OTHER APPLICABLE LAW.
EACH HOLDER AND BENEFICIAL OWNER OF A NOTE, BY THE ACCEPTANCE OF SUCH NOTE OR ACQUISITION OF ANY BENEFICIAL INTEREST THEREIN, COVENANTS AND AGREES, FOR THE BENEFIT OF THE ISSUER, (I) AT THE TIME OR TIMES PRESCRIBED BY APPLICABLE LAW FOLLOWING A REASONABLE WRITTEN REQUEST BY THE


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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.

ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE OR THEIR AGENTS, TO OBTAIN AND PROVIDE THE ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE, THE FATCA RESPONSIBLE OFFICER OR THEIR AGENTS WITH INFORMATION OR DOCUMENTATION RELATING TO SUCH PERSON, AND TO UPDATE OR CORRECT SUCH INFORMATION OR DOCUMENTATION, AS IS NECESSARY OR HELPFUL (IN THE GOOD FAITH SOLE DETERMINATION OF THE ISSUER, THE TRUSTEE OR THEIR AGENTS AS APPLICABLE) FOR THE ISSUER, ANY OTHER ISSUER GROUP MEMBER AND THE TRUSTEE, OR THEIR AGENTS, TO COMPLY WITH THEIR OBLIGATIONS UNDER FATCA, AND (II) THAT THE ISSUER, ANY OTHER ISSUER GROUP MEMBER, THE TRUSTEE AND/OR THE FATCA RESPONSIBLE OFFICER MAY (1) PROVIDE SUCH INFORMATION AND DOCUMENTATION AND ANY OTHER INFORMATION CONCERNING AN INVESTMENT IN THE NOTES TO THE UNITED STATES INTERNAL REVENUE SERVICE AND ANY OTHER RELEVANT TAXING AUTHORITY AND (2) TAKE SUCH OTHER STEPS AS THEY DEEM NECESSARY OR HELPFUL TO COMPLY WITH THEIR OBLIGATIONS (OR THE OBLIGATIONS OF ANY OTHER ISSUER GROUP MEMBER) UNDER FATCA.
BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE AGREED AND ACKNOWLEDGED THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE HOLDERS OF THE SERIES C NOTES AND THE CERTIFICATE HOLDERS WILL HAVE THE RIGHT TO PURCHASE ALL NOTES ISSUED UNDER THE INDENTURE TO WHICH THIS NOTE RELATES, INCLUDING THIS NOTE, IN ACCORDANCE WITH THE TERMS OF SECTION 4.14 OR 4.15, AS APPLICABLE, OF THE INDENTURE TO WHICH THIS NOTE RELATES.
IF THIS NOTE IS REPRESENTED BY A GLOBAL NOTE, INSERT:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.
[Insert if not subject to the rules for contingent payment debt ] THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE CODE. FOR INFORMATION REGARDING THE ISSUE DATE, ISSUE PRICE, YIELD TO


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MATURITY AND AMOUNT OF OID, PLEASE CONTACT WILLIS LEASE FINANCE CORPORATION, 4700 LYONS TECHNOLOGY PARKWAY, COCONUT CREEK, FLORIDA 33073, ATTENTION: GENERAL COUNSEL.
[In lieu of the prior OID legend, insert for any Series of Notes treated as subject to the rules for contingent payment debt for U.S. federal income tax purposes] [THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE IS SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY REGULATION SECTION 1.1275-4. FOR INFORMATION REGARDING THE ISSUE PRICE, THE ISSUE DATE, THE COMPARABLE YIELD AND THE PROJECTED PAYMENT SCHEDULE FOR THIS NOTE, HOLDERS SHOULD SUBMIT A WRITTEN REQUEST TO THE ISSUER C/O WILLIS LEASE FINANCE CORPORATION, 4700 LYONS TECHNOLOGY PARKWAY, COCONUT CREEK, FLORIDA 33073, ATTENTION: GENERAL COUNSEL.]

THE HOLDER AND EACH BENEFICIAL OWNER OF THIS NOTE COVENANTS AND AGREES THAT IT WILL TREAT THIS NOTE AS DEBT FOR U.S. FEDERAL INCOME TAX PURPOSES AND WILL NOT TAKE ANY ACTION CONTRARY TO SUCH CHARACTERIZATION, INCLUDING, WITHOUT LIMITATION, FILING ANY TAX RETURNS OR FINANCIAL STATEMENTS INCONSISTENT THEREWITH.
IF THIS NOTE IS REPRESENTED BY A REGULATION S TEMPORARY GLOBAL NOTE, INSERT:
PRIOR TO THE EXPIRATION OF A RESTRICTED PERIOD ENDING ON THE EXPIRATION OF THE 40-DAY “DISTRIBUTION COMPLIANCE PERIOD” (AS DEFINED IN RULE 902(F) OF REGULATION S) OR SUCH LATER DATE AS THE ISSUER MAY NOTIFY TO THE TRUSTEE, THIS NOTE, OR ANY BENEFICIAL INTEREST HEREIN, MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED EXCEPT (A) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S OR (B) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
IF THIS NOTE IS REPRESENTED BY A DEFINITIVE NOTE, INSERT:
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AND THE OTHER RESTRICTIONS CONTAINED IN THE INDENTURE.


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WILLIS ENGINE STRUCTURED TRUST V

SERIES B 20___-__ FIXED RATE NOTE
No. ______
CUSIP: ____________
ISIN: ____________
[Common Code: ____________]
$____________
WILLIS ENGINE STRUCTURED TRUST V, a Delaware statutory trust (herein referred to as the “Issuer”), for value received, hereby promises to pay to [CEDE & Co.]7[____________________]8, or registered assigns, the principal sum [indicated on Schedule A hereto]9 [of [SPELL AMOUNT] DOLLARS ($_________________),]10(or, if different, the then-Outstanding Principal Balance of this Note) on [DATE] (the “Final Maturity Date”) and to pay interest monthly in arrears on the Outstanding Principal Balance hereof at the rate of [__]% per annum (the “Stated Rate”) from the date hereof until the Outstanding Principal Balance hereof is paid in full, payable on each Payment Date, and if this Series B Note (this “Note”) remains outstanding on [DATE] (the “Expected Final Payment Date”), then from the Expected Final Payment Date until the Outstanding Principal Balance hereof is paid in full, additional interest at the rate of 2.0% per annum, compounded monthly (“Step-Up Interest”) on the Outstanding Principal Balance hereof (in accordance with the Indenture), payable on each Payment Date following the Expected Final Payment Date. Interest on this Note shall accrue from the relevant issuance date and shall be computed for each Interest Accrual Period on the basis of (i) in the case of the first Interest Accrual Period and any incomplete Interest Accrual Period, a 360-day year consisting of twelve 30-day months and (ii) otherwise, a 360-day year and one-twelfth of an annual interest payment on the Outstanding Principal Balance of this Note.
This Note is one of a duly authorized issue of Series B Notes of the Issuer issued under the Amended and Restated Trust Indenture dated as of March 3, 2020 (as amended or supplemented from time to time, the “Indenture”), among the Issuer, Deutsche Bank Trust Company Americas, as Operating Bank and as Trustee (the “Trustee”), Willis Lease Finance Corporation, as Administrative Agent (the “Administrative Agent”) and Bank of America, N.A., as Initial Liquidity Facility Provider (the “Initial Liquidity Facility Provider”). The Indenture provides for the issuance of Series B Notes in a single series. All capitalized terms used in this Note and not defined herein shall have the respective meanings assigned to such terms in the Indenture. Reference is made to the Indenture for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of Notes. This Note is subject to all of the terms of the Indenture.
_____________________
7 Insert for a Global Note.
8 Insert for a Definitive Note, including name of registered Holder.
9 Insert for a Global Note.
10 Insert for a Definitive Note.



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The Outstanding Principal Balance of this Note may be repaid prior to the Final Maturity Date through the application on the Payment Dates of the Available Collections to the principal hereof as provided in Section 3.09 of the Indenture (after making payments entitled to priority under Section 3.09 of the Indenture). In addition, the Issuer may optionally redeem all or part of the Outstanding Principal Balance of this Note, in the case of a redemption in whole, on any Business Day, and in the case of a redemption in part, on any Payment Date, at the applicable Redemption Price (calculated as provided in the Indenture), or, in the case of a Tax Redemption, at the Outstanding Principal Balance hereof plus accrued and unpaid interest hereon. Further, the Issuer may provide for the defeasance of this Note in accordance with Article XI of the Indenture.
Interest, including Step-Up Interest, and premium on this Note that is not paid when due shall bear interest at the rate, and as and to the extent, provided in the Indenture.
The indebtedness evidenced by the Series B Notes is, to the extent and in the manner provided in the Indenture and the Security Trust Agreement, subordinate and subject in right of payment to the prior payment in full of all Senior Claims, and this Note is issued subject to the provisions thereof providing for such subordination. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee and the Security Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints each of the Trustee and the Security Trustee its attorney-in-fact for such purpose. All payments or distributions upon or with respect to any Obligations, which include payment of principal, premium and interest on this Note, that are received by the Holder of this Note contrary to the priority of payment provisions of the Indenture or in excess of the amounts to which the Holder of this Note is entitled under Section 3.09 of the Indenture, shall be received for the benefit of the Senior Claimant, shall be segregated from other funds and property held by the Holder of this Note and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Claims in accordance with the terms of the Indenture.
The maturity of this Note is subject to Acceleration upon the occurrence and during the continuance of the Events of Default specified in the Indenture.
This Note is and will be secured, on a subordinated basis as referred to above, by the collateral pledged as security therefor as provided in the Security Trust Agreement.
Subject to and in accordance with the terms of the Indenture, there will be distributed with respect to this Note monthly on each Payment Date commencing on [________], to the Holder hereof, such Holder’s pro rata share (based on the aggregate percentage of the Outstanding Principal Balance of the Series B Notes held by such Holder) of the aggregate amount as may be distributable to all Holders of Series B Notes on such Payment Date pursuant to Section 3.09 of the Indenture.
All amounts payable in respect of this Note shall be payable in U.S. dollars in immediately available funds in the manner provided in the Indenture to the Holder hereof. The final payment with respect to this Note, however, shall be made only upon presentation and surrender of this Note by the Holder or its agent at the Corporate Trust Office or agency of the Trustee or Paying Agent specified in the


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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.

notice given by the Trustee or Paying Agent with respect to such final payment. At such time, if any, as this Note is issued in the form of one or more Definitive Notes, payments on a Payment Date shall be made by check mailed to each Holder of such a Definitive Note on the applicable Record Date at its address appearing on the Register maintained with respect to the Notes. Alternatively, upon application in writing to the Trustee, not later than the applicable Record Date, a Holder of one or more Definitive Notes, may have such payments made by wire transfer to an account designated by such Holder at a financial institution in the United States (or other location agreed by the Trustee); provided that Holders of Definitive Notes having an aggregate principal amount of not less than $1,000,000 shall have such payment made by wire transfer to an account designated by such Holder at a financial institution in the United States (or other location agreed by the Trustee). The Trustee or Paying Agent shall provide such notice of the final payment of a Note to the Holder thereof, specifying the date and amount of such final payment, no later than five Business Days prior to such final payment.
The Series B Notes are issuable in a single series only in fully registered form without interest coupons. A Holder may transfer a Global Note by delivery thereof and otherwise complying with the terms of the Indenture. No transfer of a Definitive Note shall be effective until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register; provided that in no event may any Note be transferred in any transaction that is required to be registered under the Securities Act. When a Definitive Note is presented to the Registrar with a request to register the transfer or to exchange it for Series B Notes of authorized denominations in an aggregate principal amount equal to the exchanged Notes, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including, in the case of a transfer, that such Definitive Note is accompanied by a completed transfer notice in the form attached to this Note (if this Note is a Definitive Note) duly executed by the Holder hereof (or by an attorney who is authorized in writing to act on behalf of the Holder)). No service charge shall be made for any registration of transfer or exchange of a Definitive Note, but the party requesting such new Note or Notes may be required to pay a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.
Prior to the registration of transfer of a Definitive Note, the Issuer and the Trustee may deem and treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the absolute owner and holder hereof for the purpose of receiving payment of all amounts payable with respect to this Note and for all other purposes, and neither the Issuer nor the Trustee shall be affected by notice to the contrary.
Article IX of the Indenture permits the amendment, modification or waiver of the Indenture and the Series B Notes, as specified in the Indenture. The Indenture also contains provisions that permit waiver of compliance by the Issuer with certain provisions of the Indenture and certain existing defaults under the Indenture and their consequences. Any such amendments, modifications or waivers of the Indenture in compliance with the Indenture shall be binding upon the Trustee, the Holders and the other parties to the Indenture, whether or not notation of such consent or waiver is made upon this Note.


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The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Holders of Notes under the Indenture.
THIS NOTE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.




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IN WITNESS WHEREOF, the Issuer has caused this Series B Note to be signed manually or by facsimile by its Responsible Officer.
Date: ________________    
WILLIS ENGINE STRUCTURED TRUST V

By:_______________________________________
Name:
Title: Controlling Trustee



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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Series B Notes designated by and referred to in the within-mentioned Indenture.
Date: ________________    
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as the Trustee
By:_______________________________________
Name:
Title:




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SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Note shall be $__________________. The following decreases/increases in the principal amount of this Note have been made:
Date of Decrease/ Increase
Decrease in Principal Amount
Increase in Principal Amount
Total Principal Amount Following such Decrease/ Increase
Notation Made by or on Behalf of Trustee
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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.

[FORM OF] TRANSFER NOTICE12 
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No.___________________________
    

(Please print or typewrite name and address including zip code of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________ attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises.
The undersigned confirms that without utilizing any general solicitation or general advertising that this Note is being transferred:
[Check One]
o
to the Issuer or its affiliate (as defined in Rule 501(b) of Regulation D (“Regulation D”) under the United States Securities Act of 1933, as amended (the “Securities Act”)).
o
to a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.
o
in compliance with Regulation S under the Securities Act.
o
pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available) and, prior to the proposed transfer, the transferee is furnishing to the Trustee and the Issuer such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
o
pursuant to another available exemption from registration under the Securities Act and, prior to the proposed transfer, the transferee is furnishing to the Trustee and the Issuer such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.12 of the Indenture shall have been satisfied.
Date:___________________
{Signature of Transferor}_____________________
NOTICE: The signature to this assignment must correspond with the name as written upon the face



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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.

of the within-mentioned instrument in every particular, without alteration or any change whatsoever.
_______________
12 Include Transfer Notice in a Definitive Note.

The undersigned covenants and agrees that it will treat this Note as indebtedness for all purposes and will not take any action contrary to such characterization, including, without limitation, filing any tax returns or financial statements inconsistent therewith.
[TO BE COMPLETED BY PURCHASER IF THE SECOND BOX ABOVE IS CHECKED:]
The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 (“Rule 144A”) and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.
Date:___________________    {Signature of Transferor}_____________________

NOTICE: To be executed by an executive officer.


EXHIBIT A-3    



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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.

EXHIBIT A-3
FORM OF SERIES C NOTE
NEITHER THIS NOTE, NOR ANY INTEREST HEREIN HAS BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY IN ANY JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER OR BENEFICIAL OWNER OF AN INTEREST HEREIN (i) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QUALIFIED INSTITUTIONAL BUYER”) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND HAS ACQUIRED THIS NOTE OR AN INTEREST HEREIN IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE OR AN INTEREST HEREIN IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”); (ii) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE OR AN INTEREST HEREIN EXCEPT (A) TO WILLIS ENGINE STRUCTURED TRUST V (THE “ISSUER”) OR ANY OF ITS AFFILIATES (AS DEFINED IN RULE 501(b) OF REGULATION D), (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (C) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IN EACH OF THE CASES (A) THROUGH (E) ABOVE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (iii) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFER IS PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSONS” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S. THE AMENDED AND RESTATED TRUST INDENTURE (THE “INDENTURE”) DATED AS OF MARCH 3, 2020, AMONG THE ISSUER, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE AND OPERATING BANK, WILLIS LEASE FINANCE CORPORATION, AS ADMINISTRATIVE AGENT AND BANK OF AMERICA, N.A., AS THE INITIAL LIQUIDITY FACILITY PROVIDER CONTAINS A PROVISION REQUIRING


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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.

THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE OR AN INTEREST HEREIN IN VIOLATION OF THE FOREGOING RESTRICTIONS.
BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED (OR IN THE CASE OF A DEFINITIVE NOTE WILL BE REQUIRED TO REPRESENT, WARRANT AND AGREE) THAT, OTHER THAN A PURCHASER ON THE CLOSING DATE THAT HAS EXECUTED AN ERISA CERTIFICATE, NO ASSETS OF (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A PLAN SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR OTHER NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (IV) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT, HAVE BEEN USED TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE INDENTURE, THE ISSUER AND EACH HOLDER OF A SERIES C NOTE AGREES (AND EACH PERSON BY VIRTUE OF ACQUIRING A BENEFICIAL INTEREST IN A SERIES C NOTE (OR BY VIRTUE OF AGREEING TO ACT AS AN AGENT, REPRESENTATIVE OR INTERMEDIARY OF OR WITH RESPECT TO THE HOLDER OF SUCH A BENEFICIAL INTEREST) IS DEEMED TO AGREE) THAT HE, SHE OR IT SHALL NOT MAKE ANY ISSUANCE, DELIVERY, SALE, TRANSFER OR OTHER DISPOSITION OF ANY SERIES C NOTE (OR ANY BENEFICIAL INTEREST IN A SERIES C NOTE), AND ANY ISSUANCE, DELIVERY, SALE, TRANSFER OR OTHER DISPOSITION OF A SERIES C NOTE (OR ANY BENEFICIAL INTEREST IN A SERIES C NOTE) WILL NOT BE EFFECTIVE AND WILL BE VOID AB INITIO, IF IT WOULD RESULT IN THE ISSUER BEING CLASSIFIED AS AN ASSOCIATION (OR A PUBLICLY TRADED PARTNERSHIP) TAXABLE AS A CORPORATION FOR U.S. FEDERAL INCOME TAX PURPOSES. WITHOUT LIMITING THE FOREGOING, EACH HOLDER OF A SERIES C NOTE AGREES (AND EACH PERSON BY VIRTUE OF ACQUIRING A BENEFICIAL INTEREST IN A SERIES C NOTE (OR BY VIRTUE OF AGREEING TO ACT AS AN AGENT, REPRESENTATIVE OR INTERMEDIARY OF OR WITH RESPECT TO THE HOLDER OF SUCH A BENEFICIAL INTEREST) IS DEEMED TO AGREE) THAT HE, SHE OR IT SHALL NOT MAKE ANY TRANSFER, ASSIGNMENT, PARTICIPATION, PLEDGE OR OTHER DISPOSITION OF ANY SERIES C NOTE (OR BENEFICIAL INTEREST IN A SERIES C NOTE), INCLUDING DERIVATIVELY, AND ANY TRANSFER, ASSIGNMENT, PARTICIPATION, PLEDGE OR OTHER DISPOSITION OF A SERIES C NOTE (OR BENEFICIAL INTEREST IN A SERIES C NOTE), INCLUDING DERIVATIVELY, WILL NOT BE EFFECTIVE AND WILL BE VOID AB INITIO, IF SUCH DISPOSITION PURPORTS TO BE A TRADE ON OR THROUGH ANY “ESTABLISHED SECURITIES MARKET” WITHIN THE MEANING OF SECTION 7704(B)(1) OF THE CODE, INCLUDING AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL


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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.

QUOTATIONS. IN ADDITION, NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE IN THE INDENTURE TO THE CONTRARY, THE ISSUER AND EACH HOLDER OF A SERIES C NOTE AGREES (AND EACH PERSON BY VIRTUE OF ACQUIRING A BENEFICIAL INTEREST IN A SERIES C NOTE (OR BY VIRTUE OF AGREEING TO ACT AS AN AGENT, REPRESENTATIVE OR INTERMEDIARY OF OR WITH RESPECT TO THE HOLDER OF SUCH A BENEFICIAL INTEREST) IS DEEMED TO AGREE) THAT HE, SHE OR IT SHALL NOT MAKE ANY ISSUANCE OR TRANSFER OF A SERIES C NOTE (OR ANY BENEFICIAL INTEREST THEREIN), INCLUDING DERIVATIVELY, AND ANY ISSUANCE OR TRANSFER OF A SERIES C NOTE (OR ANY BENEFICIAL INTEREST THEREIN), WILL NOT BE EFFECTIVE AND WILL BE VOID AB INITIO, IF IMMEDIATELY FOLLOWING SUCH ISSUANCE OR TRANSFER, MORE THAN 85 PERSONS IN THE AGGREGATE WOULD HOLD THE SERIES C NOTES (OR BENEFICIAL INTERESTS THEREIN). BY ITS ACQUISITION OF A SERIES C NOTE, EACH HOLDER OF A SERIES C NOTE (EACH A “RELEVANT HOLDER”) REPRESENTS AND WARRANTS (AND BY ITS ACQUISITION OF ANY BENEFICIAL INTEREST IN A SERIES C NOTE, THE HOLDER OF SUCH BENEFICIAL INTEREST (AN “INTEREST HOLDER”) IS DEEMED TO REPRESENT AND WARRANT) TO THE ISSUER THAT, TO THE EXTENT SUCH RELEVANT HOLDER (OR INTEREST HOLDER) IS A PARTNERSHIP, A LIMITED LIABILITY COMPANY OR OTHER ENTITY OR ARRANGEMENT TREATED AS A PARTNERSHIP, A GRANTOR TRUST OR AN “S” CORPORATION, IN EACH CASE FOR U.S. FEDERAL INCOME TAX PURPOSES, (EACH, A “FLOW-THROUGH ENTITY”), (A) NO PERSON OWNS, DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE FLOW-THROUGH ENTITIES, AN INTEREST IN SUCH RELEVANT HOLDER (OR INTEREST HOLDER) SUCH THAT SUBSTANTIALLY ALL (WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.7704-1(H)(3)) OF THE VALUE OF SUCH PERSON’S INTEREST IN SUCH RELEVANT HOLDER (OR INTEREST HOLDER) IS ATTRIBUTABLE TO SUCH RELEVANT HOLDER’S (OR INTEREST HOLDER’S) INVESTMENT IN C NOTES OR OTHER INTERESTS IN THE ISSUER TREATED AS EQUITY FOR U.S. FEDERAL INCOME TAX PURPOSES (OR BENEFICIAL INTERESTS THEREIN) OR (B) IF SUCH A PERSON DOES OWN SUCH AN INTEREST, IT IS NOT A PRINCIPAL PURPOSE OF THE USE OF A TIERED ARRANGEMENT AMONG SUCH PERSON, SUCH RELEVANT HOLDER (OR INTEREST HOLDER), AND THE ISSUER TO PERMIT THE ISSUER TO SATISFY THE 100-PARTNER LIMITATION IN TREASURY REGULATION SECTION 1.7704(H)(1)(II).
EACH HOLDER OF A SERIES C NOTE AND ANY OWNER OF A BENEFICIAL INTEREST IN SUCH SERIES C NOTE (EXCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY INITIAL PURCHASER ACTING IN ITS CAPACITY AS SUCH) REPRESENTS AND AGREES (OR IS DEEMED TO REPRESENT AND AGREE) THAT NEITHER SUCH HOLDER (OR OWNER) NOR ANY OF ITS EXPANDED AFFILIATES (OR, IF IT IS A DISREGARDED ENTITY, THE EXPANDED AFFILIATES OF THE CORPORATION OF WHICH IT IS A BRANCH) OWNS OR WILL THEREAFTER (FOR SO LONG AS SUCH SERIES C NOTE IS OWNED BY THE HOLDER (OR A BENEFICIAL INTEREST THEREIN IS OWNED BY SUCH OWNER) OWN ANY NOTES OF A SERIES SENIOR TO SUCH SERIES C NOTE (“SENIOR NOTES”), UNLESS SUCH HOLDER (OR OWNER) HAS (1) RECEIVED A PRIOR EXPRESS WRITTEN WAIVER OF THIS REQUIREMENT FROM THE ISSUER OR ITS AGENTS OR (2) OBTAINED AND PROVIDED TO THE ISSUER AN OPINION OF U.S. TAX COUNSEL TO THE EFFECT


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THAT, UNDER THEN-EXISTING LAW, SUCH ACQUISITION AND OWNERSHIP OF SENIOR NOTES SHOULD NOT (ASSUMING SOLELY FOR THIS PURPOSE THAT THE SERIES C NOTES ARE TREATED FOR U.S. FEDERAL INCOME TAX PURPOSES AS EQUITY) CAUSE SECTION 385 OF THE CODE, AND ANY PROPOSED, TEMPORARY, OR FINAL REGULATIONS OF THE U.S. DEPARTMENT OF TREASURY PROMULGATED THEREUNDER, TO APPLY TO SUCH NOTES SO AS TO CAUSE ANY SUCH SENIOR NOTES TO BE RECLASSIFIED AS EQUITY FOR U.S. FEDERAL INCOME TAX PURPOSES.BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE AGREED AND ACKNOWLEDGED THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE CERTIFICATE HOLDERS WILL HAVE THE RIGHT TO PURCHASE ALL SERIES C NOTES ISSUED UNDER THE INDENTURE TO WHICH THIS NOTE RELATES, INCLUDING THIS NOTE, IN ACCORDANCE WITH THE TERMS OF SECTION 4.15 OF THE INDENTURE TO WHICH THIS NOTE RELATES.
IF THIS NOTE IS REPRESENTED BY A GLOBAL NOTE, INSERT:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.
[Insert if not subject to the rules for contingent payment debt ] THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE CODE. FOR INFORMATION REGARDING THE ISSUE DATE, ISSUE PRICE, YIELD TO MATURITY AND AMOUNT OF OID, PLEASE CONTACT WILLIS LEASE FINANCE CORPORATION, 4700 LYONS TECHNOLOGY PARKWAY, COCONUT CREEK, FLORIDA 33073, ATTENTION: GENERAL COUNSEL.
[In lieu of the prior OID legend, insert for any Series of Notes treated as subject to the rules for contingent payment debt for U.S. federal income tax purposes] [THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE IS SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY REGULATION SECTION 1.1275-4. FOR INFORMATION


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REGARDING THE ISSUE PRICE, THE ISSUE DATE, THE COMPARABLE YIELD AND THE PROJECTED PAYMENT SCHEDULE FOR THIS NOTE, HOLDERS SHOULD SUBMIT A WRITTEN REQUEST TO THE ISSUER C/O WILLIS LEASE FINANCE CORPORATION, 4700 LYONS TECHNOLOGY PARKWAY, COCONUT CREEK, FLORIDA 33073, ATTENTION: GENERAL COUNSEL.]

THE HOLDER AND EACH BENEFICIAL OWNER OF THIS NOTE COVENANTS AND AGREES THAT IT WILL TREAT THIS NOTE AS DEBT FOR U.S. FEDERAL INCOME TAX PURPOSES AND WILL NOT TAKE ANY ACTION CONTRARY TO SUCH CHARACTERIZATION, INCLUDING, WITHOUT LIMITATION, FILING ANY TAX RETURNS OR FINANCIAL STATEMENTS INCONSISTENT THEREWITH.
IF THIS NOTE IS REPRESENTED BY A REGULATION S TEMPORARY GLOBAL NOTE, INSERT:
PRIOR TO THE EXPIRATION OF A RESTRICTED PERIOD ENDING ON THE EXPIRATION OF THE 40-DAY “DISTRIBUTION COMPLIANCE PERIOD” (AS DEFINED IN RULE 902(F) OF REGULATION S) OR SUCH LATER DATE AS THE ISSUER MAY NOTIFY TO THE TRUSTEE, THIS NOTE, OR ANY BENEFICIAL INTEREST HEREIN, MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED EXCEPT (A) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S OR (B) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
IF THIS NOTE IS REPRESENTED BY A DEFINITIVE NOTE, INSERT:
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AND THE OTHER RESTRICTIONS CONTAINED IN THE INDENTURE.



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WILLIS ENGINE STRUCTURED TRUST V
SERIES C 20___-__ FIXED RATE NOTE
No. ______
CUSIP: ___________
ISIN: ___________
[Common Code: ___________]
$____________
WILLIS ENGINE STRUCTURED TRUST V, a Delaware statutory trust (herein referred to as the “Issuer”), for value received, hereby promises to pay to [CEDE & Co.]13[____________________]14, or registered assigns, the principal sum [indicated on Schedule A hereto]15 [of [SPELL AMOUNT] DOLLARS ($_________________),]16 (or, if different, the then-Outstanding Principal Balance of this Note) on [DATE] (the “Final Maturity Date”) and to pay interest monthly in arrears on the Outstanding Principal Balance hereof at the rate of [___]% per annum (the “Stated Rate”) from the date hereof until the Outstanding Principal Balance hereof is paid in full, payable on each Payment Date, and if this Series C Note (this “Note”) remains outstanding on [DATE] (the “Expected Final Payment Date”), then from the Expected Final Payment Date until the Outstanding Principal Balance hereof is paid in full, additional interest at the rate of 2.0% per annum, compounded monthly (“Step-Up Interest”) on the Outstanding Principal Balance hereof (in accordance with the Indenture), payable on each Payment Date following the Expected Final Payment Date. Interest on this Note shall accrue from the relevant issuance date and shall be computed for each Interest Accrual Period on the basis of (i) in the case of the first Interest Accrual Period and any incomplete Interest Accrual Period, a 360-day year consisting of twelve 30-day months and (ii) otherwise, a 360-day year and one-twelfth of an annual interest payment on the Outstanding Principal Balance of this Note.
This Note is one of a duly authorized issue of Series C Notes of the Issuer issued under the Amended and Restated Trust Indenture dated as of March 3, 2020 (as amended or supplemented from time to time, the “Indenture”), among the Issuer, Deutsche Bank Trust Company Americas, as Operating Bank and as Trustee (the “Trustee”), Willis Lease Finance Corporation, as Administrative Agent (the “Administrative Agent”) and Bank of America, N.A., as Initial Liquidity Facility Provider (the “Initial Liquidity Facility Provider”). The Indenture provides for the issuance of Series C Notes in a single series. All capitalized terms used in this Note and not defined herein shall have the respective meanings assigned to such terms in the Indenture. Reference is made to the Indenture for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of Notes. This Note is subject to all of the terms of the Indenture.
____________
15 Insert for a Global Note.
14 Insert for a Definitive Note, including name of registered Holder.
15 Insert for a Global Note.
16 Insert for a Definitive Note.



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[**] = 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.

The Outstanding Principal Balance of this Note may be repaid prior to the Final Maturity Date through the application on the Payment Dates of the Available Collections to the principal hereof as provided in Section 3.09 of the Indenture (after making payments entitled to priority under Section 3.09 of the Indenture). In addition, the Issuer may optionally redeem all or part of the Outstanding Principal Balance of this Note, in the case of a redemption in whole, on any Business Day, and in the case of a redemption in part, on any Payment Date, at the applicable Redemption Price (calculated as provided in the Indenture), or, in the case of a Tax Redemption, at the Outstanding Principal Balance hereof plus accrued and unpaid interest hereon. Further, the Issuer may provide for the defeasance of this Note in accordance with Article XI of the Indenture.
Interest, including Step-Up Interest, and premium on this Note that is not paid when due shall bear interest at the rate, and as and to the extent, provided in the Indenture.
The indebtedness evidenced by the Series C Notes is, to the extent and in the manner provided in the Indenture and the Security Trust Agreement, subordinate and subject in right of payment to the prior payment in full of all Senior Claims, and this Note is issued subject to the provisions thereof providing for such subordination. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee and the Security Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints each of the Trustee and the Security Trustee its attorney-in-fact for such purpose. All payments or distributions upon or with respect to any Obligations, which include payment of principal, premium and interest on this Note, that are received by the Holder of this Note contrary to the priority of payment provisions of the Indenture or in excess of the amounts to which the Holder of this Note is entitled under Section 3.09 of the Indenture, shall be received for the benefit of the Senior Claimant, shall be segregated from other funds and property held by the Holder of this Note and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Claims in accordance with the terms of the Indenture.
The maturity of this Note is subject to Acceleration upon the occurrence and during the continuance of the Events of Default specified in the Indenture.
This Note is and will be secured, on a subordinated basis as referred to above, by the collateral pledged as security therefor as provided in the Security Trust Agreement.
Subject to and in accordance with the terms of the Indenture, there will be distributed with respect to this Note monthly on each Payment Date commencing on [________], to the Holder hereof, such Holder’s pro rata share (based on the aggregate percentage of the Outstanding Principal Balance of the Series C Notes held by such Holder) of the aggregate amount as may be distributable to all Holders of Series C Notes on such Payment Date pursuant to Section 3.09 of the Indenture.
All amounts payable in respect of this Note shall be payable in U.S. dollars in immediately available funds in the manner provided in the Indenture to the Holder hereof. The final payment with respect to this Note, however, shall be made only upon presentation and surrender of this Note by the Holder or its agent at the Corporate Trust Office or agency of the Trustee or Paying Agent specified in the


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[**] = 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.

notice given by the Trustee or Paying Agent with respect to such final payment. At such time, if any, as this Note is issued in the form of one or more Definitive Notes, payments on a Payment Date shall be made by check mailed to each Holder of such a Definitive Note on the applicable Record Date at its address appearing on the Register maintained with respect to the Notes. Alternatively, upon application in writing to the Trustee, not later than the applicable Record Date, a Holder of one or more Definitive Notes, may have such payments made by wire transfer to an account designated by such Holder at a financial institution in the United States (or other location agreed by the Trustee); provided that Holders of Definitive Notes having an aggregate principal amount of not less than $1,000,000 shall have such payment made by wire transfer to an account designated by such Holder at a financial institution in the United States (or other location agreed by the Trustee). The Trustee or Paying Agent shall provide such notice of the final payment of a Note to the Holder thereof, specifying the date and amount of such final payment, no later than five Business Days prior to such final payment.
The Series C Notes are issuable in a single series only in fully registered form without interest coupons. A Holder may transfer a Global Note by delivery thereof and otherwise complying with the terms of the Indenture. No transfer of a Definitive Note shall be effective until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register; provided that in no event may any Note be transferred in any transaction that is required to be registered under the Securities Act. When a Definitive Note is presented to the Registrar with a request to register the transfer or to exchange it for Series C Notes of authorized denominations in an aggregate principal amount equal to the exchanged Notes, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including, in the case of a transfer, that such Definitive Note is accompanied by a completed transfer notice in the form attached to this Note (if this Note is a Definitive Note) duly executed by the Holder hereof (or by an attorney who is authorized in writing to act on behalf of the Holder)). No service charge shall be made for any registration of transfer or exchange of a Definitive Note, but the party requesting such new Note or Notes may be required to pay a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.
Prior to the registration of transfer of a Definitive Note, the Issuer and the Trustee may deem and treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the absolute owner and holder hereof for the purpose of receiving payment of all amounts payable with respect to this Note and for all other purposes, and neither the Issuer nor the Trustee shall be affected by notice to the contrary.
Article IX of the Indenture permits the amendment, modification or waiver of the Indenture and the Series C Notes, as specified in the Indenture. The Indenture also contains provisions that permit waiver of compliance by the Issuer with certain provisions of the Indenture and certain existing defaults under the Indenture and their consequences. Any such amendments, modifications or waivers of the Indenture in compliance with the Indenture shall be binding upon the Trustee, the Holders and the other parties to the Indenture, whether or not notation of such consent or waiver is made upon this Note.


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[**] = 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.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Holders of Notes under the Indenture.
THIS NOTE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.




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[**] = 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.

IN WITNESS WHEREOF, the Issuer has caused this Series C Note to be signed manually or by facsimile by its Responsible Officer.
Date: ________________    
WILLIS ENGINE STRUCTURED TRUST V

By:_______________________________________
Name:
Title: Controlling Trustee

[**] = 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.


TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Series C Notes designated by and referred to in the within-mentioned Indenture.
Date: ________________    
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as the Trustee
By:_______________________________________
Name:
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.


SCHEDULE A17 
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Note shall be $__________________. The following decreases/increases in the principal amount of this Note have been made:
Date of Decrease/ Increase
Decrease in Principal Amount
Increase in Principal Amount
Total Principal Amount Following such Decrease/ Increase
Notation Made by or on Behalf of Trustee
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________
_____________

















____________
17 Include Schedule A in a Global Note.



[**] = 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.


[FORM OF] TRANSFER NOTICE18 
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No.___________________________
    

(Please print or typewrite name and address including zip code of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________ attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises.
The undersigned confirms that without utilizing any general solicitation or general advertising that this Note is being transferred:
[Check One]
q
to the Issuer or its affiliate (as defined in Rule 501(b) of Regulation D (“Regulation D”) under the United States Securities Act of 1933, as amended (the “Securities Act”)).
q
to a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.
q
in compliance with Regulation S under the Securities Act.
q
pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available) and, prior to the proposed transfer, the transferee is furnishing to the Trustee and the Issuer such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
q
pursuant to another available exemption from registration under the Securities Act and, prior to the proposed transfer, the transferee is furnishing to the Trustee and the Issuer such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.12 of the Indenture shall have been satisfied.
____________
18 Include Transfer Notice in a Definitive Note.



[**] = 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.

Date:___________________
{Signature of Transferor}_____________________
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.
The undersigned covenants and agrees that it will treat this Note as indebtedness for all purposes and will not take any action contrary to such characterization, including, without limitation, filing any tax returns or financial statements inconsistent therewith.
[TO BE COMPLETED BY PURCHASER IF THE SECOND BOX ABOVE IS CHECKED:]
The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 (“Rule 144A”) and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.
Date:___________________    {Signature of Transferor}_____________________

NOTICE: To be executed by an executive officer.





[**] = 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.

EXHIBIT B
CONCENTRATION LIMITS
 
Category
Concentration Limit(2)
Asset type
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
 
 
Supported
[**]
[**]
aircraft type
[**]
[**]
 
[**]
[**]
 
 
 
Lessee
[**]
[**]
 
[**]
[**]
 
 
 
Region(1)
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
[**]
[**]
 
[**]
[**]

(1)
The designation of regions is set out below.

(2) This percentage is obtained by dividing (A) the sum of the aggregate Adjusted Base Values of all Portfolio Assets leased or to be leased to Lessees habitually based or domiciled in the applicable country or category by (B) the Adjusted Portfolio Value of all Assets then owned by the Issuer Group Members. For purposes of calculating such percentage, prior to the Delivery Expiry Date, an Asset to be delivered pursuant to the Asset Purchase Agreement shall be deemed to be an Asset from the Initial Closing Date.




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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.

Region
Country
North America
Canada and U.S.

Latin America/Caribbean
Argentina, Bahamas, Barbados, Bermuda, Brazil, Cayman Islands, Chile, Colombia, Costa Rica, El Salvador, Guatemala, Jamaica, Mexico, Panama, Peru and Trinidad & Tobago

Western Europe
European Union (excluding Bulgaria, Hungary and Poland), Iceland, Norway, Switzerland and the United Kingdom

Eastern Europe


Africa / Middle East
Bulgaria, Hungary, Kazakhstan, Moldova, Poland, Russia, Turkey and Ukraine

Algeria, Bahrain, Egypt, Ethiopia, Israel, Jordan, Kenya, Kuwait, Morocco, Nigeria, Oman, Qatar, Saudi Arabia, Senegal, South Africa, Tunisia and United Arab Emirates

Asia / Pacific
Australia, Cambodia, China, Guam, Hong Kong, India, Indonesia, Japan, Macau, Malaysia, New Zealand, Pakistan, Philippines, Singapore, South Korea, Sri Lanka, Taiwan, Thailand and Vietnam

Undesignated
All other countries
Emerging
Algeria, Argentina, Bahamas, Bahrain, Bangladesh, Barbados, Bermuda, Brazil, Bulgaria, Burma, Cayman Islands, Chile, China, Colombia, Costa Rica, Egypt, El Salvador, Ethiopia, Guam, Guatemala, India, Indonesia, Israel, Jamaica, Jordan, Kazakhstan, Kenya, Kuwait, Macau, Malaysia, Mexico, Morocco, Nigeria, Oman, Pakistan, Panama, Peru, Philippines, Qatar, Russia, Saudi Arabia, Senegal, South Africa, Sri Lanka, Taiwan, Thailand, Trinidad & Tobago, Tunisia, Ukraine, United Arab Emirates, Venezuela and Vietnam

Prohibited
Any jurisdiction that, determined at the date of execution of a Lease (including any renewal or extension) or the commitment to lease (including any commitment to renew or extend a lease), is the subject of any sanctions administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control, unless such Lease (including any renewal or extension) or commitment to lease (including any commitment to renew or extend a lease), is permitted pursuant to a general or specific license, exemption, exception or waiver issued by the U.S. Department of Treasury’s Office of Foreign Assets Control.




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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.

EXHIBIT C    

INSURANCE PROVISIONS

Asset Type
Model
Liability Insurance Amount*

Engines
[**]
[**]
 
[**]
[**]
 
[**]
[**]
Airframes
[**]
[**]
 
[**]
[**]
 
[**]
[**]

* The applicable amount for each Engine operated on an aircraft that is, or Airframe that is, a non-passenger (cargo) aircraft is 75% of the amount set forth above.

During periods while an Asset is off-lease or not being operated in commercial revenue service, the limit described above will not be applicable, but the applicable limit will be the amount substantially consistent with the customary practices of leading international aircraft or aircraft engine (as applicable) operating lessors (which so long as the Servicer is Willis Lease, shall be deemed to be the customary practice of Willis Lease) regarding similar aircraft or Aircraft Engines, as applicable, owned or managed by it or its Affiliates.


- C-1-1 -

[**] = 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.

EXHIBIT D-1
FORM OF SERIES B PURCHASE OPTION NOTICE
[DATE]
From:    __________________
    (the “Series B Holder”)

To:    DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (the “Trustee”)
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention: ABS Client Service, WES20A
Facsimile: (714) 247-6478
Email: Ronaldo.r.reyes@db.com
Re:    Purchase of the Series A Notes
The Series B Holder hereby gives irrevocable notice that the Series B Holder has elected, pursuant to Section 4.13 of the Amended and Restated Trust Indenture dated as of March 3, 2020 (as amended or supplemented from time to time, the “Indenture”), among Willis Engine Structured Trust V, as the Issuer, Willis Lease Finance Corporation, as Administrative Agent, Deutsche Bank Trust Company Americas, as Trustee and as Operating Bank and Bank of America, N.A., as Initial Liquidity Facility Provider, to purchase all, but not less than all, of the Series A Notes.
The purchase will occur on or before [__________], at which time the Series B Holder shall pay to the Trustee an amount equal to the Outstanding Principal Balance of the Series A Notes and all accrued and unpaid interest and premium, if any, thereon and all other amounts due to the Holders of the Series A Notes. Upon such payment, the Holders of the Series A Notes shall transfer their Series A Notes to the Series B Holder, in accordance with Section 4.13 of the Indenture.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
Very truly yours,
[Name of Series B Holder]
By:        


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[**] = 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.

Exhibit D-2

FORM OF SERIES C PURCHASE OPTION NOTICE
[DATE]
From:    __________________
    (the “Series C Holder”)

To:    DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (the “Trustee”)
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention: ABS Client Service, WES20A
Facsimile: (714) 247-6478
Email: Ronaldo.r.reyes@db.com
Re:    Purchase of the Series A Notes and the Series B Notes
The Series C Holder hereby gives irrevocable notice that the Series C Holder has elected, pursuant to Section 4.14 of the Amended and Restated Trust Indenture dated as of March 3, 2020 (as amended or supplemented from time to time, the “Indenture”), among Willis Engine Structured Trust V, as the Issuer, Willis Lease Finance Corporation, as Administrative Agent, Deutsche Bank Trust Company Americas, as Trustee and as Operating Bank and Bank of America, N.A., as Initial Liquidity Facility Provider, to purchase all, but not less than all, of the Series A Notes and the Series B Notes.
The purchase will occur on or before [__________], at which time the Series C Holder shall pay to the Trustee an amount equal to the Outstanding Principal Balance of the Series A Notes and the Series B Notes and all accrued and unpaid interest and premium, if any, thereon and all other amounts due to the Holders of the Series A Notes and the Series B Notes. Upon such payment, the Holders of the Series A Notes the Series B Notes shall transfer their Series A Notes and Series B Notes to the Series C Holder, in accordance with Section 4.14 of the Indenture.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
Very truly yours,
[Name of Series C Holder]
By:        


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[**] = 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.

EXHIBIT D-3
FORM OF CERTIFICATE HOLDER PURCHASE OPTION NOTICE
[DATE]
From:    __________________
    (the “Certificate Holder”)

To:    DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (the “Trustee”)
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention: ABS Client Service, WES20A
Facsimile: (714) 247-6478
Email: Ronaldo.r.reyes@db.com
Re:    Purchase of the Notes
The Certificate Holder hereby gives irrevocable notice that the Certificate Holder has elected, pursuant to Section 4.15 of the Amended and Restated Trust Indenture dated as of March 3, 2020 (as amended or supplemented from time to time, the “Indenture”), among Willis Engine Structured Trust V, as the Issuer, Willis Lease Finance Corporation, as Administrative Agent, Deutsche Bank Trust Company Americas, as Trustee and as Operating Bank and Bank of America, N.A., as Initial Liquidity Facility Provider, to purchase all, but not less than all, of the Notes.
The purchase will occur on or before [__________], at which time the Certificate Holder shall pay to the Trustee an amount equal to the Outstanding Principal Balance of the Notes and all accrued and unpaid interest and premium, if any, thereon and all other amounts due to the Holders. Upon such payment, the Holders shall transfer their Notes to the Certificate Holder, in accordance with Section 4.15 of the Indenture.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
Very truly yours,
[Name of Certificate Holder]
By:        
Authorized Signature


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[**] = 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.

EXHIBIT E-1
FORM OF MONTHLY REPORT TO EACH HOLDER

Willis Engine Structured Trust V
Monthly Report
All amounts in US dollars unless otherwise stated, all Section references are to the Amended and Restated Trust Indenture dated March 3, 2020
Current Payment Date:
 
Current Calculation Date:
 
Current Record Date:
 
Last Payment Date:
 
Last Calculation Date:
 
Calculation Period:
from the last Calculation Date to the current Calculation Date


1. Account Balances and Earnings on Current Calculation Date:

 
Balance on Last Calculation Date
Withdrawals during Calculation Period
Deposits during Calculation Period
Investment earnings during Calculation Period
Balance on Current Calculation Date
Account #
Collections Account
 
 
 
 
 
 
Expense Account
 
 
 
 
 
 
Asset Purchase Account
 
 
 
 
 
 
Asset Replacement Account
 
 
 
 
 
 
Qualified Escrow Account
 
 
 
 
 
 
Security Deposit Account
 
 
 
 
 
 
Maintenance Reserve Account
 
 
 
 
 
 
Liquidity Facility Reserve Account
 
 
 
 
 
 
Initial Liquidity Payment Account
 
 
 
 
 
 
Lessee Funded Account
 
 
 
 
 
 
Lessor Account(s)
 
 
 
 
 
 



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[**] = 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.

2. Initial Liquidity Facility Activity:

Available Amount
 
Description of drawings or withdrawals for Payment Date
 

3. Expense Account Activity:

Last Calculation Date Balance
 
Last Payment Date deposit
 
Aggregate withdrawals during Calculation Period
 
Investment earnings during Calculation Period
 
Current Calculation Date Balance
 

4. Maintenance Reserve Account Activity:

Maintenance Reserve Account Sizing

Maintenance Minimum Amount: [see definition]
Payment Date
Projected Maintenance Costs
Percentage
Amount
01/15/00
 
[**]
 
02/15/00
 
[**]
 
03/15/00
 
[**]
 
04/15/00
 
[**]
 
05/15/00
 
[**]
 
06/15/00
 
[**]
 
07/15/00
 
[**]
 
08/15/00
 
[**]
 
09/15/00
 
[**]
 
10/15/00
 
[**]
 
11/15/00
 
[**]
 
12/15/00
 
[**]
 
Maintenance Required Amount
 


Last Calculation Date Balance
 
Last Payment Date transfer to Collections Account
 
Last Payment Date deposit from Available Collections
 
Investment earnings transferred to Collections Account Last Payment Date
 
Aggregate withdrawals during Calculation Period (other than above)
 
Investment earnings during Collection Period
 
Current Calculation Date Balance
 

5. Security Deposit Account Activity:



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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 Deposit Account Sizing
Minimum Security Deposit Amount: $1,000,000
Payment Date
Remaining Security Deposits of Leases expected to expire
Percentage
Amount
01/15/00
 
[**]
 
02/15/00
 
[**]
 
03/15/00
 
[**]
 
04/15/00
 
[**]
 
Target Security Deposit Amount
 
Description of any transfers pursuant to Section 3.08(d)
 

Security Deposit Account
Last Calculation Date Balance
 
Last Payment Date transfer to Collections Account
 
Last Payment Date deposit from Available Collections
 
Investment earnings transferred to Collections Account Last Payment Date
 
Aggregate withdrawals during Calculation Period (other than above)
 
Investment earnings during Collection Period
 
Current Calculation Date Balance
 

6. Collections Account Activity:

Last Calculation Date Balance
 
Aggregate Collections during Calculation Period
 
Aggregate withdrawals during Calculation Period
 
Investment earnings during Calculation Period
 
Current Calculation Date Balance
 
Relevant net transfers to/from other Accounts after Calculation Date for Payment Date
 
Net transfers to/from Expense Account
 
Net transfers to/from Asset Purchase Account
 
Net transfers to/from Asset Replacement Account
 
Net transfers to/from Qualified Escrow Account
 
Net transfers to/from Security Deposit Account
 
Net transfers to/from Maintenance Reserve Account
 
Net transfers to/from Lessee Funded Account
 
Net transfers to/from Liquidity Facility Reserve Account
 
Net transfers to/from Initial Liquidity Payment Account
 
Net transfers to/from Lessor Accounts
 
Net transfers to/from Liquidity Facility Reserve Account
 
Available Collections
 

7. Excess Proceeds Series Payments:



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Pro Rata Percentage
 
Series A
Series B
Series C
Outstanding Principal Balance
 
 
 
Adjusted Portfolio Value
 
 
 
Pro Rata Percentage
 
 
 

Maintenance Ratio Trigger Event
(i) Outstanding Principal Balance of Series A Notes and Series B Notes after payments on Current Payment Date
 
(ii) Adjusted Portfolio Value as of Current Calculation Date
 
(i) divided by (ii) (expressed as percentage)
%
Maintenance Trigger Event (above exceeds 85.0%)
Yes/No (if No, following two questions are N/A)
Only if Yes above: Is ratio of Aggregate Maintenance Adjusted Base Value to Aggregate Half-Life Base Value less than 0.9
Yes/No (Ratio = __)
Only if Yes above: Aggregate Maintenance Ratio Amount = (Aggregate Half-Life Base Value x 0.9) - Aggregate Maintenance Adjusted Base Value
 

Maintenance Ratio Amount (N/A if “No” to either question above)
MSN
Designated Percentage
Aggregate Maintenance Ratio Amount
Maintenance Ratio Amount
 
 
 
 
 
 
 
 


Series A
MSN
Asset Type
Total Excess Proceeds collected during Calculation Period
Excess Proceeds Series Payment on Last Payment Date
Excess Proceeds Applied Amount on Last Payment Date
105% of Pro Rata Percentage
Excess Proceeds Series Payment for Current Payment Date
Excess Proceeds Applied Amount for Current Payment Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Series B
MSN
Asset Type
Total Excess Proceeds collected during Calculation Period
Excess Proceeds Series Payment on Last Payment Date
Excess Proceeds Applied Amount on Last Payment Date
105% of Pro Rata Percentage
Excess Proceeds Series Payment
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Series C


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MSN
Asset Type
Total Excess Proceeds collected during Calculation Period
Excess Proceeds Series Payment on Last Payment Date
Excess Proceeds Applied Amount on Last Payment Date
105% of Pro Rata Percentage
Excess Proceeds Series Payment
 
 
 
 
 
 
 
 
 
 
 
 
 
 

8. DSCR:

DSCR Available Cash
 
DSCR Aggregate Interest Amount
 
DSCR Scheduled Principal Amount
 
DSCR
 

9. Scheduled Principal Payment Amount:

 
Series A
Series B
Series C
Notional Outstanding Principal Balance
 
 
 
Scheduled Series Percentage
 
 
 
Aggregate Allocable Notional Series Amount of each Asset on Current Calculation Date
 
 
 
Scheduled Target Principal Balance
 
 
 
Scheduled Principal Payment Amount
 
 
 


10. Pre-EOD Priority of Payments (Section 3.09(a)):

(i) Required Expense Amount to Expense Account
 
(ii) (A) Interest Amount to Series A
 
(B) Senior Hedge Payments
 
(iii) Interest Amount to Series B
 
(iv) first, Credit Facility Advance Obligations that are interest
 
     second (A) Liquidity Facility Reserve Account top-up
 
(B) other Credit Facility Advance Obligations and top-of other Eligible Credit Facilities to Required Amount
 
(v) if no Rapid Amortization Event, Scheduled Principal Payment Amount to Series A
 
(vi) if no Rapid Amortization Event, Scheduled Principal Payment Amount to Series B
 
(vii) Additional Security Deposit Reserve Amount
 


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(viii) Additional Maintenance Reserve Amount (if no Rapid Amortization Event, up to 90% of remaining Available Collections)
 
(ix) if no Rapid Amortization Event, first, Excess Proceeds Series Payments to Series A
 
     second, Excess Proceeds Series Payments to Series B
 
(x) if no Rapid Amortization Event, but DSCR Cash Trap Event, then to the DSCR Cash Trap Account
 
(xi) if Rapid Amortization Event, first, Scheduled Principal Payment Amount of the Series A Notes for such Payment Date
 
second, Outstanding Principal Balance to Series A
 
(xii) if Rapid Amortization Event, first, Scheduled Principal Payment Amount of the Series B Notes for such Payment Date
 
second, Outstanding Principal Balance to Series B
 
(xiii) Interest Amount to Series C
 
(xiv) Scheduled Principal Payment Amount of the Series C Notes for such Payment Date
 
(xv) Excess Proceeds Series Payments to Series C
 
(xvi) Additional Series C Reserve Amount
 
(xvii) after Expected Final Payment Date, Step-Up Interest Amount to Series A
 
(xviii) after Expected Final Payment Date, Step-Up Interest Amount to Series B
 
(xix) after Expected Final Payment Date, Step-Up Interest Amount to Series C
 
(xx) Subordinated Rent Based Fees
 
(xxi) pro rata (A) Subordinated Hedge Payments
 
and (B) Subordinated Expenses
 
(xxii) first, Outstanding Disposition Premium to Series A
 
    second, Outstanding Disposition Premium to Series B
 
    third, Outstanding Disposition Premium to Series C
 
(xxii) Asset Disposition Accrual Deposit
 
(xxiii) accrual for Discretionary Asset Modifications
 
(xxiv) remaining amounts to Issuer
 


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11. Application to Shortfall Amounts:

 
Applied from Initial Liquidity Payment Account or Liquidity Facility Reserve Account
Applied from Security Deposit Account (Section 3.08(d))
Required Expense Amount
 
 
Interest Amount to Series A
 
 
Senior Hedge Payments
 
 
Interest Amount to Series B
 
 
Credit Facility Advance Obligations
--
 
Scheduled Principal Payment Amount to Series A
--
 
Scheduled Principal Payment Amount to Series B
--
 

12. Payments on Notes:

Interest and Premium
 
Series A
Series B
Series C
Applicable Interest Rate
3.228%
4.212%
6.657%
Opening Outstanding Principal Balance
 
 
 
Interest Amount
 
 
 
Disposition Premium
 
 
 
Step-Up Interest Amount
 
 
 

Principal
 
Series A
Series B
Series C
Opening Outstanding Principal Balance
 
 
 
Scheduled Principal Payment Amount
 
 
 
Excess Proceeds Applied Amount
 
 
 
Rapid Amortization Event principal payments
 
 
 
Closing Outstanding Principal Balance
 
 
 

Payments per $1,000 initial Outstanding Principal Balance of Notes
 
Series A
Series B
Series C
Opening Outstanding Principal Balance
 
 
 
Total principal payments
 
 
 
Closing Outstanding Principal Balance
 
 
 
Total interest and premium payments
 
 
 


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13. Dispositions:

Net Sale Proceeds for Subject Dispositions
MSN
Asset Type
Gross Sale Proceeds
Amounts netted
Asset Disposition Accrual Amounts
Excess Proceeds during Calculation Period
Net Sale Proceeds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Proceeds
 
 
 
 
 
 

Disposition Paydown Amount
MSN
Series A –Allocable Series Amount
Series A –Excess Proceeds Applied Amounts from Initial Closing Date to immediately preceding Payment Date
Series A – Disposition Paydown Amount
Series B –Allocable Series Amount
Series B –Excess Proceeds Applied Amounts from Initial Closing Date to immediately preceding Payment Date
Series B – Disposition Paydown Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 

MSN
Series C –Allocable Series Amount
Series C –Excess Proceeds Applied Amounts from Initial Closing Date to immediately preceding Payment Date
Series C – Disposition Paydown Amount
 
 
 
 
 
 
 
 


Dispositions during Calculation Period intended for Replacement Exchange
MSN
Amount deposited in Asset Replacement Account
 
 
 
 

Disposition Fee:
Last Payment Date unpaid Disposition Fee
 
Current Payment Date Disposition Fee
 

14. Portfolio as of Calculation Date:



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MSN
Asset Type
Asset Status (i.e. Engine or Airframe)
Lessee
Adjusted Base Value
Designated Percentage
 
 
 
 
 
 
 
 
 
 
 
 



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EXHIBIT E-2
ANNUAL REPORT TO EACH HOLDER
With respect to the Notes, the Annual Report shall include a statement setting forth the sum of all interest (including Interest Amount and Step-Up Interest Amount) paid in respect of each Series of Notes for the most recent calendar year ended prior to the year in which the Annual Report is furnished, or, in the event a Person was a Holder of any Notes during only a portion of such calendar year, for the applicable portion of such calendar year.
In addition, the following information shall be provided in the Annual Report:
(i)
audited financial statements of the Issuer for such calendar year;
(ii)
updated information regarding the Assets, the then current leases and then current lessees in the Portfolio (including Replacement Assets), by manufacturer, model and type of Asset and the countries, regions and markets in which the lessees of such Assets are based and, in the case of each Airframe, the jurisdiction in which it is registered;
(iii)
a statement of the Assets off-lease due to any repossession during such most recent calendar year;
(iv)
a comparison of actual against expected principal payments on each Series of Notes during such most recent calendar year; and
(v)
a comparison of the Issuer’s performance to the Annual Budget and a statement setting forth an analysis of Collections Account activity, each for such most recent calendar year.




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EXHIBIT F
FORM OF CERTIFICATE OF TRANSFER
_______________, _______
DEUTSCHE BANK TRUST COMPANY AMERICAS
c/o DB Services Americas Inc.
MS JCK01-0218
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
Attention: Shareholder Services
WILLIS ENGINE STRUCTURED TRUST V
c/o Wilmington Trust Company
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890
Attention: Corporate Trust Administrator
Re: WILLIS ENGINE STRUCTURED TRUST V (the “Issuer”)
Ladies and Gentlemen:
Reference is hereby made to the Amended and Restated Trust Indenture, dated as of March 3, 2020 (as amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”) among the Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Operating Bank and as Trustee, WILLIS LEASE FINANCE CORPORATION, as Administrative Agent and BANK OF AMERICA, N.A., as Initial Liquidity Facility Provider. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
______________________ (the “Transferor”) owns and proposes to transfer Beneficial Interests corresponding to U.S. $_______________ principal amount of Series [A/B/C] Notes of the Issuer, to ____________________ (the “Transferee”). Pursuant to Section 2.12(c) of the Indenture, and in connection with such transfer (the “Transfer”), the Transferor hereby certifies that:
[CHECK ALL THAT APPLY]
1.    q Check if Transferee will take delivery of a Beneficial Interest corresponding to a Rule 144A Global Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A, and, accordingly, the Transferor hereby further certifies that the Beneficial Interest is being transferred to a Person that the Transferor reasonably believes is purchasing the Beneficial Interest for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a QIB in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance


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with any applicable blue sky securities laws of any state of the United States or the securities laws of any other relevant jurisdiction. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred Beneficial Interest will be subject to the restrictions on transfer enumerated in the legend printed on the Rule 144A Global Note and in the Indenture and the Securities Act.
2.    q Check if Transferee will take delivery of a Beneficial Interest corresponding to a Regulation S Global Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with [Rule 903 or] Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of [Rule 903(b) or] Rule 904(b) under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, until the expiration of the Restricted Period, the transferred Beneficial Interest will be subject to the restrictions on transfer enumerated in the legend printed on the Regulation S Global Note and in the Indenture and the Securities Act.
Each of you is entitled to rely upon this letter and is irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.
Very truly yours,
By:     
Authorized Signature




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EXHIBIT G
CORE LEASE PROVISIONS
1.
The lease includes or requires representations and warranties or a legal opinion or other comfort acceptable to the lessor as to the due execution of the lease by the Lessee and the validity of the Lessee’s obligations thereunder, due authorization of such lease and procurement of relevant licenses and permits in connection therewith.
2.
The Lessee is obligated to comply with maintenance, return, alteration and replacement conditions typically found in financings and leases for aircraft engines (or aircraft, if applicable) and as necessary to maintain such Assets serviceability status pursuant to applicable governmental rules.
3.
The Lessee is obligated to provide liability insurance, aircraft hull insurance covering all risks, ground and flight, coverage for damage/loss of the Asset, and war risk insurance (including the risk of confiscation and requisition by any government), and the Security Trustee is named as additional insured in respect of liability insurances and a loss payee/contract party in respect of hull insurances. The Issuer shall use commercially reasonable efforts to cause Lessees to include the Trustee as named additional insured in connection with liability insurance.
4.
The lease requires that such Asset be kept and operated in locations covered by the requisite insurance and must not be flown or transported to any airport or country in violation of United States laws.
5.
Any fixed price purchase option must be in compliance with Section 5.02(p).
6.
The lease must be triple net and non-cancellable and contain a customary “hell or high water” clause under which the lessee is unconditionally obligated to make all lease payments without any right of setoff for liabilities of the Issuer or any Issuer Subsidiary due to the Lessee.
7.
The lease must contain limitations on the ability of the Lessee to sublease such Asset or otherwise surrender possession of such Asset to other parties consistent with the requirements of this Indenture.
8.
The lease shall not contain any provisions inconsistent with the obligations of the Issuer under this Indenture.
9.
In the case of a lease to a Lessee that is a manufacturer, a maintenance, repair and overhaul facility or any other Person that is not an operator of aircraft that is approved by a Trustee Resolution, the requirements of paragraphs 1 through 8 of these Core Lease Provisions may be satisfied by a sublease from such a Lessee.
10.
To the extent applicable in light of the Perfection Standards (as defined in the Security Trust Agreement) and consistent with customary practices of leading international aircraft or


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aircraft engine (as applicable) operating lessors (which so long as the Servicer is Willis Lease, shall be deemed to be the customary practice of Willis Lease), provisions relating to the registration of any “international interest” and the assignment by the lessor of “associated rights” under the lease.




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EXHIBIT H
FORM OF COMPLIANCE CERTIFICATE
WILLIS ENGINE STRUCTURED TRUST V
This certificate is delivered pursuant to Section 6.10(b) of the Amended and Restated Trust Indenture, dated as of March 3, 2020 (as amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”), among WILLIS ENGINE STRUCTURED TRUST V, (the “Issuer”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Operating Bank and as Trustee, WILLIS LEASE FINANCE CORPORATION, as Administrative Agent and BANK OF AMERICA, N.A., as Initial Liquidity Facility Provider. Unless otherwise defined herein, capitalized terms used herein have the meanings provided in the Indenture.
1.    The undersigned Signatory Trustee of the Issuer hereby certifies and warrants, to his or her knowledge (and without personal liability), that from ___________, 20____ to _____________, 20___ ( the “Reporting Period”):
(a)    No Event of Default exists with respect to interest on the Senior Series, unless noted below;
[List any Event of Default with respect to interest on the Senior Series]
(b)    [Insert number] Assets have been sold or otherwise disposed of since the Initial Closing Date and each of such sales or other dispositions complied with Section 5.02(p) of the Indenture;
(c)    The Issuer has not entered into any transactions with Affiliates (other than any Issuer Group Member), except as noted below, and each of such transactions, if any, complied with Section 5.02(h) of the Indenture;
[List any transactions with Affiliates]
(d)    The Issuer in compliance with all Concentration Limits required under Section 5.02(t) of the Indenture, unless noted below;
[List any incidents of non-compliance]
(e)    No events of bankruptcy or insolvency described in Section 4.01(e) or (f) of the Indenture exist or are threatened with respect to any Issuer Subsidiaries, unless noted below;
[List any incidents of bankruptcy or insolvency]
(f)    No other Events of Default exist under the Indenture, other than as noted herein or below.


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[List any additional Event of Default under the Indenture not listed elsewhere in the certificate]



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IN WITNESS WHEREOF, the undersigned has caused this Compliance Certificate to be delivered this ___ day of _______________, 20____.
WILLIS ENGINE STRUCTURED TRUST V
By:_______________________________________
Name:
Title:






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EXECUTION VERSION



REVOLVING CREDIT AGREEMENT
dated as of March 3, 2020
among
WILLIS ENGINE STRUCTURED TRUST V,
as Borrower
BANK OF AMERICA, N.A.,
as the Initial Liquidity Facility Provider
and
WILLIS LEASE FINANCE CORPORATION,
as the Administrative Agent
relating to
Willis Engine Structured Trust V
Series A Notes and Series B Notes




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TABLE OF CONTENTS
 
 
 
Page

ARTICLE I DEFINITIONS
3

 
 
 
 
SECTION 1.01
 
Definitions
3

 
 
 
 
ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT
12

 
 
 
 
SECTION 2.01
 
The advances
12

SECTION 2.02
 
Making of Advances
12

SECTION 2.03
 
Fees
15

SECTION 2.04
 
Termination of the Maximum Facility Commitment
15

SECTION 2.05
 
Repayments of Facility Advances
15

SECTION 2.06
 
Repayments of Provider Advances
15

SECTION 2.07
 
Payments to the Initial Liquidity Facility Provider Under the Indenture
17

SECTION 2.08
 
Book Entries
17

SECTION 2.09
 
Payments from Available Funds Only
17

SECTION 2.10
 
Extension of the Expiry Date; Replacement Liquidity Facility; Non-Extension Advance
17

SECTION 2.11
 
Use of Downgrade Advances and Non-Extension Advances
18

 
 
 
 
ARTICLE III OBLIGATIONS OF THE BORROWER
19

 
 
 
 
SECTION 3.01
 
Increased Costs
19

SECTION 3.02
 
[Intentionally omitted]
20

SECTION 3.03
 
Withholding Taxes
20

SECTION 3.04
 
Payments
23

SECTION 3.05
 
Computations
23

SECTION 3.06
 
Payment on Non-Business Days
23

SECTION 3.07
 
Interest
23

SECTION 3.08
 
LIBOR Unavailability
24

SECTION 3.09
 
Funding Loss Indemnification
25

SECTION 3.10
 
Illegality
26

 
 
 
 
ARTICLE IV CONDITIONS PRECEDENT
26

 
 
 
 
SECTION 4.01
 
Conditions Precedent to Effectiveness of Section 2.01
26

SECTION 4.02
 
Conditions Precedent to Borrowing
27

 
 
 
 
ARTICLE V COVENANTS
27

 
 
 
 
SECTION 5.01
 
Affirmative Covenants of the Borrower
28

SECTION 5.02
 
Covenants Regarding Notices
28

 
 
 
 

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ARTICLE VI LIQUIDITY EVENTS OF DEFAULT
28

 
 
 
 
SECTION 6.01
 
Liquidity Events of Default
28

 
 
 
 
ARTICLE VII MISCELLANEOUS
29

 
 
 
 
SECTION 7.01
 
No Oral Modifications or Continuing Waivers
29

SECTION 7.02
 
Notices
29

SECTION 7.03
 
No Waiver; Remedies
30

SECTION 7.04
 
Further Assurances
30

SECTION 7.05
 
Indemnification Survival of Certain Provisions
30

SECTION 7.06
 
Liability of the Initial Liquidity Facility Provider
31

SECTION 7.07
 
Nonpetition
31

SECTION 7.08
 
Certain Costs and Disbursements
31

SECTION 7.09
 
Binding Effect; Participants
32

SECTION 7.10
 
Severability
33

SECTION 7.11
 
Governing Law
33

SECTION 7.12
 
Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity
33

SECTION 7.13
 
Counterparts
34

SECTION 7.14
 
Entirety
34

SECTION 7.15
 
Headings
34

SECTION 7.16
 
Patriot Act
34

SECTION 7.17
 
Initial Liquidity Facility Provider's Obligation to Make Advances
35

Annex I    -    Facility Advance Notice of Borrowing
Annex II    -    Non-Extension Advance Notice of Borrowing
Annex III    -    Downgrade Advance Notice of Borrowing
Annex IV    -    Final Advance Notice of Borrowing
Annex V    -    Notice of Termination

 
2
 

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REVOLVING CREDIT AGREEMENT
This REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of March 3, 2020, is made by and among WILLIS ENGINE STRUCTURED TRUST V, a Delaware statutory trust (the “Borrower”), BANK OF AMERICA, N.A., a national banking association (“BOA”), as Initial Liquidity Facility Provider (the “Initial Liquidity Facility Provider”), and WILLIS LEASE FINANCE CORPORATION, a Delaware corporation, in its capacity as the Administrative Agent (the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower and Deutsche Bank Trust Company Americas, a New York banking corporation, not in its individual capacity but as Trustee (the “Trustee”), the Administrative Agent and the Initial Liquidity Facility Provider entered into the Amended and Restated Trust Indenture dated as of March 3, 2020 (the “Indenture”) and pursuant to the Indenture the Borrower is issuing Series A Notes, Series B Notes and Series C Notes; and
WHEREAS, the Indenture provides for the Borrower to enter into an “Initial Liquidity Facility” (as defined in the Indenture), in order to support the timely payment of a portion of the interest on the Initial Series A Notes and the Initial Series B Notes (the “Specified Series”) in accordance with their terms, and the Borrower has requested BOA to enter into this Agreement as the Initial Liquidity Facility providing for (among other things) the Administrative Agent on behalf of the Borrower to request in specified circumstances that Advances be made hereunder;
NOW, THEREFORE, in consideration of the mutual agreements herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01.    Definitions.
(a)    The definitions stated herein apply equally to both the singular and the plural forms of the terms defined.
(b)    All references in this Agreement to designated “Articles”, “Sections”, “Annexes” and other subdivisions are to the designated Article, Section, Annex or other subdivision of this Agreement, unless otherwise specifically stated.
(c)    The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Annex or other subdivision.
(d)    Unless the context otherwise requires, whenever the words “including”, “include” or “includes” are used herein, it shall be deemed to be followed by the phrase “without limitation”.

3

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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.

(e)    Any capitalized terms used in this Agreement, but not otherwise defined herein, shall have the meaning set forth in the Indenture. Any capitalized terms used in any Schedule, but not otherwise defined in that Schedule, shall have the meaning set forth in this Agreement.
(f)    For the purposes of this Agreement, unless the context otherwise requires, the following capitalized terms shall have the following meanings:
Advance” means a Facility Advance, a Downgrade Advance, a Non-Extension Advance or a Final Advance as the case may be.
Agreement” means this Revolving Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.
Applicable Liquidity Rate” has the meaning specified in Section 3.07(g).
Applicable Margin” means 2.50% per annum for the period until and including the day immediately prior to the first Payment Date occurring after the eighth anniversary of the Closing Date and, thereafter, 3.00% per annum.
Applied Downgrade Advance” has the meaning specified in Section 2.06(a).
Applied Non-Extension Advance” has the meaning specified in Section 2.06(a).
Applied Provider Advance” means an Applied Downgrade Advance or an Applied Non-Extension Advance.
Available Amount” means, subject to the proviso contained in Section 3.14(g) of the Indenture, at any date of determination, (a) the Maximum Facility Commitment at such time less (b) the aggregate amount of all Facility Advances under the Initial Liquidity Facility outstanding at such time; provided that following a Downgrade Advance, a Final Advance or a Non-Extension Advance, the Available Amount shall be zero, provided further that, in the case of a Downgrade Advance, if the Initial Liquidity Facility ceases to be a Downgraded Facility, the Available Amount shall initially be reinstated to an amount equal to the amount of any Unapplied Provider Advance that is reimbursed to the Initial Liquidity Facility Provider pursuant to Section 2.06(c) and thereafter the Available Amount shall be determined as if no Downgrade Advance had occurred.
Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230, as amended from time to time.
Borrower” has the meaning specified in the introductory paragraph to this Agreement.
Borrowing” means the making of Advances requested by delivery of a Notice of Borrowing.



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[**] = 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.

Code” means the Internal Revenue Code of 1986, as amended.
CRD IV” means:
(i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms; and
(ii) Directive 2013/36/EU of the European Parliament and of the Council of June 26, 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.
Disbursements” means liabilities, losses, damages, costs and expenses (including, without limitation, reasonable fees and disbursements of legal counsel), provided that Disbursements shall not include any Taxes other than sales, use and value added taxes imposed on fees and expenses payable pursuant to Section 7.07.
Dollars” means the lawful currency of the United States.
Downgrade Advance” means an Advance made pursuant to Section 2.02(c).
Downgrade Event” means
(A)     in the case of the initial Initial Liquidity Facility Provider, a downgrading of the Initial Liquidity Facility Provider’s published long-term issuer credit, long-term issuer default or senior unsecured debt rating, issued by either Fitch or KBRA (in each case, if any) or, if applicable as described in the definition of Threshold Rating, by Standard & Poor’s below the applicable Threshold Rating, or
(B)     in the case of any assignee or successor Initial Liquidity Facility Provider (including any provider of a Replacement Liquidity Facility), a downgrading of such provider’s published long-term issuer credit, long-term issuer default or senior unsecured debt rating, issued by either Fitch or KBRA (in each case, if any) or, if applicable as described in the definition of Threshold Rating, by Standard & Poor’s below the applicable Threshold Rating, or, if such provider qualifies as an Eligible Provider based upon its obligations under the Replacement Liquidity Facility being guaranteed by an Affiliate who meets the applicable Threshold Rating requirements, then a Downgrade Event with respect to such provider shall mean (i) a downgrading of such Affiliate’s published long-term issuer credit, long-term issuer default or senior unsecured debt rating, issued by either Fitch or KBRA (in each case, if any) or, if applicable as described in the definition of Threshold Rating, by Standard & Poor’s below the applicable Threshold Rating, or (ii) such Affiliate’s guarantee (so long as such successor Initial Liquidity Facility Provider has not been replaced pursuant to an assignment or Replacement Liquidity Facility permitted hereunder) ceasing to be in full force and effect or becoming invalid or unenforceable or such Affiliate denying its liability thereunder.
Downgrade Period” has the meaning specified in Section 2.02(c).



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[**] = 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.

Downgraded Facility” has the meaning specified in Section 2.02(c).
Effective Date” has the meaning specified in Section 4.01. The delivery of the certificate of the Initial Liquidity Facility Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred.
Excluded Taxes” means any of the following Taxes imposed on or with respect to a Initial Liquidity Facility Provider or required to be withheld or deducted from a payment to the Initial Liquidity Facility Provider, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of the Initial Liquidity Facility Provider being organized under the laws of, or having its principal office or its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Initial Liquidity Facility Provider with respect to an applicable interest in this Agreement or any Related Documents pursuant to a law in effect on the date on which (i) the initial Liquidity Facility Provider acquires such interest or (ii) the Initial Liquidity Facility Provider changes its Lending Office, except in each case to the extent that, pursuant to Section 3.03, amounts with respect to such Taxes were payable either to the Initial Liquidity Facility Provider’s assignor immediately before the Initial Liquidity Facility Provider became a party hereto or to the Initial Liquidity Facility Provider immediately before it changed its Lending Office, (c) Taxes attributable to the Initial Liquidity Facility Provider’s failure to comply with Section 3.03(e), (d) any U.S. federal withholding Taxes imposed under FATCA and (e) any Tax attributable to the inaccuracy in or breach by the Initial Liquidity Facility Provider of any of its representations, warranties or covenants contained in any Related Document to which it is a party or the inaccuracy of any form or document furnished pursuant thereto.
Expiry Date” means March 2, 2021 initially, or any date to which the Expiry Date is extended pursuant to Section 2.10.
Extension Request” means a written request, from a Responsible Officer of the Administrative Agent on behalf of the Borrower, to the Initial Liquidity Facility Provider requesting that the Initial Liquidity Facility Provider extend the Expiry Date.
Facility Advance” means an Advance made pursuant to Section 2.02(a).
FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, or any U.S. or non-U.S. fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with either the implementation of such sections of the Code.
Fee Letter” means the Fee Letter between the Initial Liquidity Facility Provider and the Borrower with respect to the Initial Liquidity Facility.
Final Advance” means an Advance made pursuant to Section 2.02(d).



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[**] = 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.

Final Repayment Date” means the date that is 15 days after the Final Maturity Date of the Specified Series.
Increased Cost” has the meaning specified in Section 3.01.
Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under this Agreement or any Related Document and (b) to the extent not otherwise described in (a), Other Taxes.
Indenture” has the meaning specified in the recitals to this Agreement.
Initial Liquidity Facility” means the financial accommodation made available by the Initial Liquidity Facility Provider to the Borrower pursuant to the terms of this Agreement.
Initial Liquidity Facility Interest Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times (except pursuant to Section 3.07(e)) be equal to LIBOR plus the Applicable Margin.
Initial Liquidity Facility Provider” has the meaning specified in the introductory paragraph to this Agreement.
Insolvency Proceeding” means any proceeding of the type referred to in clause (e) or (f) of Section 4.01 of the Indenture in respect of the Borrower.
Interest Period” means, with respect to any LIBOR Advance, each of the following periods:
(i)the period beginning on (and including) the third London Banking Day following either (A) the Initial Liquidity Facility Provider’s receipt of the Notice of Borrowing for such LIBOR Advance or (B) the date of the withdrawal of funds from the Liquidity Facility Reserve Account, for the purpose of paying part or all of any Shortfall as contemplated by Section 2.06(a) hereof and, in each case, ending on (but excluding) the next succeeding Payment Date; and
(ii)    each subsequent period commencing on (and including) the last day of the immediately preceding Interest Period and ending on (but excluding) the next Payment Date (or if such Payment Date is not a London Business Day, the next succeeding London Business Day);
provided, however, that if (a) the Final Advance shall have been made pursuant to Section 2.02(d) hereof or (b) other outstanding Advances shall have been converted into the Final Advance pursuant to Section 6.01, then the Interest Periods for such Advances shall be successive periods of one month from and including the third London Banking Day following the Initial Liquidity Facility Provider’s receipt of the Notice of Borrowing for such Final Advance (in the case of clause (a) above) or the Payment Date following such conversion (in the case of clause (b) above), each such one month period to be subject to the “following business day” methodology set forth in clause (ii) above; provided further, however, that notwithstanding the Interest Period for purposes of determining LIBOR with respect to the Final Advance in the case of clause (a) above, all payments



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[**] = 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.

to be made by the Borrower shall be made on Payment Dates in accordance with Section 2.05 hereof and Article III of the Indenture.
IRS” means the United States Internal Revenue Service.
Lending Office” means the lending office of the Initial Liquidity Facility Provider presently located at Charlotte, North Carolina or such other lending office as the Initial Liquidity Facility Provider from time to time shall notify the Administrative Agent as its lending office hereunder; provided that unless the Initial Liquidity Facility Provider changes the lending office subsequent to any Tax being imposed by the United States or any political subdivision or taxing authority thereof or therein, the Initial Liquidity Facility Provider shall not change its Lending Office without the prior written consent of the Borrower (such consent not to be unreasonably withheld).
LIBOR Advance” means an Advance bearing interest at a rate based upon LIBOR.
LIBOR” means, with respect to any Interest Period, (a) the interest rate per annum equal to the rate per annum at which deposits in Dollars are offered in the London interbank market as shown on Reuters Screen LIBOR01 Page (or such other page as may replace Reuters Screen LIBOR01 Page), or if such service is not available, ICE Benchmark Administration LIBOR Rates on Bloomberg (or such other service or services as may be nominated by ICE Benchmark Administration for the purpose of displaying London interbank offered rates for U.S. dollar deposits), at approximately 11:00 a.m. (London time) on the day that is two London Banking Days prior to the first day of such Interest Period, for a period comparable to such Interest Period, or (b) if no such rate is published on either such service or if neither of such services is then available, the interest rate per annum equal to the average (rounded up, if necessary, to the nearest 1/100th of 1%) of the rates at which deposits in Dollars are offered by the Reference Banks (or, if fewer than all of the Reference Banks are quoting a rate for deposits in Dollars for the applicable period and amount, such fewer number of Reference Banks) at approximately 11:00 a.m. (London time) on the day that is two London Banking Days prior to the first day of such Interest Period to prime banks in the London interbank market for a period comparable to such Interest Period and in an amount approximately equal to the principal amount of the LIBOR Advance to be outstanding during such Interest Period, or (c) if none of the Reference Banks is quoting a rate for deposits in Dollars in the London interbank market for such a period and amount, the interest rate per annum equal to the average (rounded up, if necessary, to the nearest 1/100th of 1%) of the rates at which deposits in Dollars are offered by the principal New York offices of the Reference Banks (or, if fewer than all of the Reference Banks are quoting a rate for deposits in Dollars in the New York interbank market for the applicable period and amount, such fewer number of Reference Banks) at approximately 11:00 a.m. (New York time) on the day that is two London Banking Days prior to the first day of such Interest Period to prime banks in the New York interbank market for a period comparable to such Interest Period and in an amount approximately equal to the principal amount of the LIBOR Advance to be outstanding during such Interest Period, or (d) if none of the principal New York offices of the Reference Banks is quoting a rate for deposits in Dollars in the New York interbank market for the applicable period and amount, rate quoted by the Initial Liquidity Facility Provider for a period comparable to such Interest Period and in an amount approximately equal to



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[**] = 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.

the principal amount of the LIBOR Advance to be outstanding during such Interest Period and, in each case, not less than zero.
Liquidity Facility Event of Default” means (i) the serving of a Default Notice to the Borrower following the occurrence of an Event of Default or (ii) the occurrence of an Acceleration Default under the Indenture.
Liquidity Facility Non-Use Fee” has the meaning specified in the fee letter dated the date hereof between the Borrower and the Initial Liquidity Facility Provider.
Liquidity Facility Reserve Account” has the meaning specified in the Indenture.
Liquidity Indemnitee” means (i) the Initial Liquidity Facility Provider, (ii) the directors, officers, employees and agents of the Initial Liquidity Provider and (iii) the successors and permitted assigns of the persons described in clauses (i) and (ii), inclusive.
London Banking Day” means any day on which commercial banks are open for general business in London, England.
Maximum Facility Commitment” means initially $8,665,569 and, at any time thereafter, an amount (not exceeding such initial amount) equal to nine months of interest at the Stated Rate (but not including any Step-Up Interest) on the actual Outstanding Principal Balance of the Specified Series as of the most recent Payment Date after all payments of principal on such Payment Date.
Non-Extension Advance” means an Advance made pursuant to Section 2.02(b).
Non-Extended Facility” means the facility provided for in this Agreement after the delivery of a Non-Extension Notice pursuant to Section 2.10.
Notice of Borrowing” has the meaning specified in Section 2.02(e).
Other Connection Taxes” means, with respect to the Initial Liquidity Facility Provider, Taxes imposed as a result of a present or former connection between the Initial Liquidity Facility Provider and the jurisdiction imposing such Tax (other than connections arising from the Initial Liquidity Facility Provider having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement or any Related Document, or sold or assigned an interest in this Agreement or any Related Document).
Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Related Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.
Participation” has the meaning specified in Section 7.09(b).



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[**] = 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.

Permitted Participant” means any Person that:
(a)is not an aviation portfolio investment company, Willis or any affiliate of Willis; and
(b)    is a commercial banking institution that is a body corporate and is engaged in the active conduct of a banking business in such jurisdiction of its organization, holds its Participation in connection with such banking business in such jurisdiction, is regulated as a commercial banking institution by the appropriate regulatory authorities in such jurisdiction.
Provider Advance” means a Downgrade Advance or a Non-Extension Advance.
Reference Banks” means the principal London offices of Bank of America, N.A. and such other or additional banking institutions as may be designated from time to time by mutual agreement of the Borrower and the Initial Liquidity Facility Provider.
Regulatory Change” means (a) the enactment, adoption or promulgation, after the date of this Agreement, of any law, rule, regulation or treaty by a United States federal or state government or by any government having jurisdiction over the Initial Liquidity Facility Provider, (b) any change, after the date of this Agreement, in any such law, rule, regulation or treaty, or in the administration, interpretation, implementation or application thereof by any governmental authority, central bank or comparable agency of the United States or any government having jurisdiction over the Initial Liquidity Facility Provider charged with responsibility for the administration or application thereof, that shall impose, modify or deem applicable for the compliance by the Initial Liquidity Facility Provider (or its head office) with any applicable direction or requirement (whether or not having the force of law) of any central bank or competent governmental or other authority with respect to: (i) any reserve, special deposit or similar requirement against extensions of credit or other assets of, or deposits with or other liabilities of, the Initial Liquidity Facility Provider including, or by reason of, the Advances or (ii) any capital adequacy or liquidity requirement requiring the maintenance by the Initial Liquidity Facility Provider of additional capital or liquid assets in respect of any Advances or the Initial Liquidity Facility Provider’s obligation to make any such Advances or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued, and (y) any requests, rules, guidelines or directives based on the consultative papers of The Basel Committee on Banking Supervision entitled “Basel III, a global regulatory framework for more resilient banks and banking systems” dated December 2010 (revised June 2011) and “Basel III: the liquidity coverage ratio and liquidity risk monitoring tools” dated January 2013, in each case together with amendments thereto (collectively, “Basel III”) or “Standardised Measurement Approach (SMA) for operational risk Consultative Document”, in each case together with any amendments thereto (collectively, “Basel IV”) or arising out of any proposals or standards that affect or change how Basel III or Basel IV is to be implemented will not be treated as having been adopted or having come into effect before the date of this Agreement, and any such Regulatory Changes (including



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[**] = 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.

CRD IV) or requests, rules, guidelines or directives based on Basel III or Basel IV or any such proposals or standards shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having jurisdiction or regulatory authority over the Initial Liquidity Facility Provider, adopt any such requests, rules, guidelines or directives based on Basel III or Basel IV or any such proposals or standards in a jurisdiction applicable to the Initial Liquidity Facility Provider.
Replacement Liquidity Facility” has the meaning specified in the Indenture.
Replenishment Amount” has the meaning specified in Section 2.06(b).
Shortfall” has the meaning specified in the Indenture.
Specified Series” has the meaning specified in the recitals to this Agreement.
Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto
Termination Date” means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Administrative Agent (acting at the written direction of the Borrower) delivers to the Initial Liquidity Facility Provider a certificate, signed by a Responsible Officer of the Administrative Agent, certifying that (x) all of the Specified Series have been paid in full (or provision has been made for such payment in accordance with the Indenture), (y) the Indenture has been discharged with respect to all of the Specified Series issued thereunder as contemplated by Section 11.01(a) of the Indenture, or (z) the Specified Series are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Administrative Agent (acting at the written direction of the Borrower) delivers to the Initial Liquidity Facility Provider a certificate, signed by a Responsible Officer of the Administrative Agent, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.14(e) of the Indenture; (iv) at the close of business on the fifth (5th) Business Day following the receipt by the Administrative Agent of a Termination Notice from the Initial Liquidity Facility Provider pursuant to Section 6.01; (v) the date on which no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder; and (vi) the Final Repayment Date.
Termination Notice” means the Notice of Termination substantially in the form of Annex V to this Agreement.
Threshold Rating” has the meaning specified in the Indenture.
Unapplied Downgrade Advance” means any portion of a Downgrade Advance which is not an Applied Downgrade Advance.
Unapplied Non-Extension Advance” means any portion of a Non-Extension Advance which is not an Applied Non-Extension Advance.



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[**] = 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.

Unapplied Provider Advance” means any Provider Advance other than an Applied Provider Advance.
United States” means the United States of America.
Unpaid Advance” has the meaning specified in Section 2.05.
U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30).
Withholding Agent” means the Borrower and the Administrative Agent.
ARTICLE II
AMOUNT AND TERMS OF THE COMMITMENT
Section 2.01.    The Advances. The Initial Liquidity Facility Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day as set forth in this Article II during the period from the Effective Date until 12:00 noon (New York time) on the Expiry Date (unless the obligations of the Initial Liquidity Facility Provider shall be earlier terminated in accordance with the terms of Section 2.04) in an aggregate amount at any time outstanding not to exceed the Maximum Facility Commitment.
Section 2.02.    Making of Advances.
(a)    Each Facility Advance shall be made by the Initial Liquidity Facility Provider, in accordance with the provisions of Section 3.14(a) of the Indenture, upon delivery to the Initial Liquidity Facility Provider of a written and completed Notice of Borrowing in substantially the form of Annex I, signed by a Responsible Officer of the Administrative Agent. The Initial Liquidity Facility Provider will make a Facility Advance in respect of any Payment Date only if there are one or more Shortfalls on such Payment Date. The amount of the Facility Advance will be the lesser of such Shortfalls on such Payment Date and the Available Amount at such time. Each Facility Advance shall be deposited in the Initial Liquidity Payment Account, as provided in Sections 3.01(k) and 3.14(b) of the Indenture. The Initial Liquidity Facility Provider shall not be obligated to make Facility Advances after the Termination Date. Each Facility Advance made hereunder shall automatically reduce the Available Amount and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Facility Advance (subject to reinstatement as provided in the next sentence). Subject to the provisions of Section 3.14(g) of the Indenture, upon repayment to the Initial Liquidity Facility Provider in full or in part of the amount of any Facility Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Available Amount shall be reinstated by an amount equal to the amount of such Facility Advance so repaid, but not to exceed the Maximum Facility Commitment; provided, however, that the Available Amount shall not be so reinstated at any time if (x) a Liquidity Facility Event of Default shall have occurred and be continuing or (y) a Downgrade Advance, a Non-Extension Advance or a Final Advance shall have occurred (unless, in the case of a Downgrade Advance, the Liquidity Facility has ceased to be a Downgraded Facility).



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[**] = 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.

(b)    Subject to Section 2.10, a Non-Extension Advance shall be made by the Initial Liquidity Facility Provider if the Liquidity Facility is not extended in accordance with Section 2.10 (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Administrative Agent as contemplated, and within the time period specified, by Section 2.10), in accordance with the provisions of Section 3.14(d) of the Indenture, upon delivery to the Initial Liquidity Facility Provider of a written and completed Notice of Borrowing in substantially the form of ANNEX II, signed by a Responsible Officer of the Administrative Agent. The amount of the Non-Extension Advance shall be equal to the Available Amount at the time of delivery, and shall be used to fund the Liquidity Facility Reserve Account in accordance with Sections 3.14(d) and 3.14(f) of the Indenture.
(c)    Upon the occurrence of a Downgrade Event (a) the Initial Liquidity Facility Provider agrees to provide a notice of such occurrence in accordance with Section 3.14(c) of the Indenture and (b) the Initial Liquidity Facility Provider or the Administrative Agent, on behalf of the Borrower, may request (in writing) that the Initial Liquidity Facility be replaced by a Replacement Liquidity Facility pursuant to Section 3.14(e)(ii) of the Indenture. Following the occurrence of a Downgrade Event, if the Initial Liquidity Facility is not replaced with a Replacement Liquidity Facility within a period (the “Downgrade Period”) beginning on the Downgrade Date and ending 60 days after the Downgrade Date (or if such 60th day is not a Business Day, on the immediately preceding Business Day) but not later than the then applicable Expiry Date and, if the Initial Liquidity Facility Provider does not obtain a Rating Agency Confirmation from the Rating Agencies to the effect that such Downgrade Event will not cause the downgrading, withdrawal or suspension of the ratings of the Specified Series during such Downgrade Period, the Initial Liquidity Facility shall become a “Downgraded Facility” on the last day of the Downgrade Period and a Downgrade Advance shall be made by the Initial Liquidity Facility Provider, in accordance with the provisions of Section 3.14(c) of the Indenture, upon delivery to the Initial Liquidity Facility Provider of a written and completed Notice of Borrowing in substantially the form of ANNEX III, signed by a Responsible Officer of the Administrative Agent, in an amount equal to the Available Amount at the time of delivery, and shall be used to fund the Liquidity Facility Reserve Account in accordance with Sections 3.14(c) and 3.14(f) of the Indenture.
(d)    So long as the Termination Date has not occurred, a Final Advance shall be made by the Initial Liquidity Facility Provider following the receipt by the Administrative Agent of a Termination Notice from the Initial Liquidity Facility Provider pursuant to Section 6.01, in accordance with the provisions of Section 3.14(i) of the Indenture, upon delivery to the Initial Liquidity Facility Provider of a written and completed Notice of Borrowing in substantially the form of ANNEX IV, signed by the Administrative Agent, in an amount equal to the Available Amount at the time of delivery, and shall be used to fund the Liquidity Facility Reserve Account (in accordance with Sections 3.14(i) and 3.14(f) of the Indenture).
(e)    Each Borrowing shall be made by notice in writing (a “Notice of Borrowing”) in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given to the Initial Liquidity Facility Provider by the Administrative Agent on behalf of the Borrower, at least three (3) Business Days prior to the day on which the Borrowing is to be made available to the Administrative Agent. If a Notice of Borrowing is delivered by the Administrative Agent in



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[**] = 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.

respect of any Borrowing no later than 6 p.m. (New York time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Initial Liquidity Facility Provider shall make available to the Administrative Agent, in accordance with its payment instructions, the amount of such Borrowing in Dollars and immediately available funds, before 12 noon (New York time) on the third Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Administrative Agent in such Notice of Borrowing. If a Notice of Borrowing is delivered by the Administrative Agent in respect of any Borrowing after 6 p.m. (New York time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Initial Liquidity Facility Provider shall make available to the Administrative Agent, in accordance with its payment instructions, the amount of such Borrowing in Dollars and immediately available funds, before 12 noon (New York time) on the fourth Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Administrative Agent in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the account or accounts specified in the applicable Notice of Borrowing in accordance with such wire transfer instructions as shall be specified in such Notice of Borrowing for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Administrative Agent. Each Notice of Borrowing shall be effective upon delivery of a copy thereof to the Initial Liquidity Facility Provider at the address and in the manner specified in Section 7.02 hereof.
(f)    Upon the making of any Advance requested pursuant to a Notice of Borrowing in accordance with the Administrative Agent’s payment instructions, the Initial Liquidity Facility Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Initial Liquidity Facility Provider shall not thereafter be obligated to make any further Advances available hereunder in respect of such Notice of Borrowing to the Administrative Agent or to any other Person (including the Trustee or any holder of a Note in a Specified Series). If the Initial Liquidity Facility Provider makes an Advance requested pursuant to a Notice of Borrowing before 6 p.m. (New York time) on the third Business Day (or fourth Business Day, as applicable) after the date of receipt of the Notice of Borrowing in accordance with Section 2.02(e), the Initial Liquidity Facility Provider shall have fully discharged its obligations hereunder with respect to such Advance and an event of default shall not have occurred hereunder. Following the making of any Advance pursuant to Section 2.02(b), 2.02(c) or 2.02(d) to fund the Liquidity Facility Reserve Account, the Initial Liquidity Facility Provider shall have no interest in or rights to the Liquidity Facility Reserve Account, such Advance or any other amounts from time to time on deposit in the Liquidity Facility Reserve Account; provided that the foregoing shall not affect or impair the obligations of the Administrative Agent to make the distributions contemplated by Section 3.14(f) of the Indenture on behalf of the Borrower, and provided further, that the foregoing shall not affect or impair the rights of the Initial Liquidity Facility Provider to provide written instructions with respect to the investment and reinvestment of amounts in the Liquidity Facility Reserve Account to the extent provided in Section 3.02 of the Indenture. By paying to the account or accounts specified by the Administrative Agent in a Notice of Borrowing the proceeds of Advances requested by the Administrative Agent in accordance with the provisions of this Agreement, the Initial Liquidity Facility Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested.



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[**] = 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.

Section 2.03.    Fees. The Borrower agrees to pay to the Initial Liquidity Facility Provider the fees set forth herein and in the Fee Letter.
Section 2.04.    Termination of the Maximum Facility Commitment. Upon the making of a Downgrade Advance, a Non-Extension Advance or a Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Initial Liquidity Facility Provider to make further Advances hereunder with respect to the Maximum Facility Commitment shall automatically and irrevocably terminate, and the Administrative Agent (on behalf of the Borrower) shall not be entitled to request any further Borrowing hereunder with respect to the Maximum Facility Commitment (except to the extent the Maximum Facility Commitment is reinstated pursuant to Section 2.06(c)).
Section 2.05.    Repayments of Facility Advances. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Initial Liquidity Facility Provider (which notice and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Initial Liquidity Facility Provider (a) on each Payment Date, an amount equal to the amount of a Facility Advance or the Final Advance (any such Facility Advance or the Final Advance, until repaid, is referred to herein as an “Unpaid Advance”), plus (b) interest on the amount of each such Unpaid Advance in the amounts and on the dates determined as provided in Section 3.07; provided that if (i) the Initial Liquidity Facility Provider shall make a Provider Advance at any time after making one or more Facility Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Initial Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Facility Advances have reduced the Available Amount to zero, then such Facility Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into a Applied Downgrade Advances or Applied Non-Extension Advances, as the case may be, for all purposes of this Agreement (including, without limitation, for the purpose of determining when such Facility Advance is required to be repaid to the Initial Liquidity Facility Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b)). The Borrower and the Initial Liquidity Facility Provider agree that the repayment in full of each Facility Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Initial Liquidity Facility Provider. For the avoidance of doubt, interest payable on a Facility Advance or the Final Advance shall not be regarded as overdue unless such interest is not paid when due under Section 3.07.
Section 2.06.    Repayments of Provider Advances.
(a)    Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the Liquidity Facility Reserve Account and invested and withdrawn from the Liquidity Facility Reserve Account as set forth in Sections 3.14(c), 3.14(d) and 3.14(f) of the Indenture. Subject to Sections 2.07 and 2.09, the Borrower agrees to pay to the Initial Liquidity Facility Provider, on each Payment Date, commencing on the first Payment Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance, in the amounts and on the dates determined as provided in Section 3.07; provided, however, that amounts in respect of a Provider Advance withdrawn from the Liquidity Facility Reserve Account for the purpose of paying part or all of a Shortfall in accordance with Section 3.14(a), of the Indenture (the amount of any such



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[**] = 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.

withdrawal being (y) in the case of a Downgrade Advance, an “Applied Downgrade Advance” and (z) in the case of a Non-Extension Advance, an “Applied Non-Extension Advance”) shall thereafter (subject to Section 2.06(b)) be treated as a Facility Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon and the dates on which such interest is payable; provided further, however, that if, following the making of a Provider Advance, the Initial Liquidity Facility Provider delivers a Termination Notice to the Administrative Agent pursuant to Section 6.01, such Provider Advance shall thereafter be deemed converted to as a Final Advance under this Agreement solely for purposes of determining the Applicable Liquidity Rate for interest payable thereon and the dates on which such interest is payable. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the Liquidity Facility Reserve Account on account of excess amounts in such account, as determined by and in accordance with Section 3.14(f)(ii) of the Indenture, the Borrower shall repay or cause to be repaid to the Initial Liquidity Facility Provider any Provider Advance in a principal amount equal to such excess amount so withdrawn, plus interest on such principal amount as provided in Section 3.07. Upon the termination of this Agreement pursuant to Section 6.01, the Borrower shall apply the amounts on deposit in the Liquidity Facility Reserve Account to repayment of any Unapplied Provider Advances as of the date of such expiration.
(b)    At any time when an Applied Provider Advance (or any portion thereof) is outstanding, upon the deposit in the Liquidity Facility Reserve Account of any amount pursuant to Section 3.09(a)(iv) of the Indenture (any such amount being a “Replenishment Amount”) for the purpose of replenishing or increasing the balance thereof up to the Maximum Facility Commitment at such time, (i) the aggregate outstanding principal amount of all Applied Provider Advances (and of Provider Advances treated as a Facility Advance for purposes of determining the Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such Replenishment Amount and (ii) the aggregate outstanding principal amount of all Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment Amount.
(c)    After making a Downgrade Advance, if the Liquidity Facility is no longer a Downgraded Facility and the Initial Liquidity Facility Provider delivers a notice stating that the Liquidity Facility is no longer a Downgraded Facility to the Administrative Agent, any Unapplied Downgrade Advance shall be withdrawn from the Liquidity Facility Reserve Account and reimbursed to the Initial Liquidity Facility Provider and the Available Amount shall be reinstated by an amount equal to the amount of any Unapplied Downgrade Advance that is reimbursed to the Initial Liquidity Facility Provider from the Liquidity Facility Reserve Account and reimbursed to the Initial Liquidity Facility Provider.
(d)    Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.14(e) of the Indenture, as provided in Section 3.14(f) of the Indenture, amounts remaining on deposit in the Liquidity Facility Reserve Account after giving effect to any Applied Provider Advance on the date of such replacement shall be reimbursed to the Initial Liquidity Facility Provider, but only to the extent such amounts are necessary to repay in full to the Initial Liquidity Facility Provider all amounts owing to it hereunder.



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[**] = 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.

Section 2.07.    Payments to the Initial Liquidity Facility Provider Under the Indenture. In order to provide for payment or repayment to the Initial Liquidity Facility Provider of any amounts hereunder, the Indenture provides that amounts available and referred to in Article III of the Indenture, to the extent payable to the Initial Liquidity Facility Provider pursuant to the terms of the Indenture (including, without limitation, Section 3.14(f) of the Indenture), shall be paid to the Initial Liquidity Facility Provider in accordance with the terms thereof (but, for the avoidance of doubt, without duplication of or increase in any amounts payable hereunder). Amounts so paid to the Initial Liquidity Facility Provider shall be applied by the Initial Liquidity Facility Provider in the order of priority required by the applicable provisions of Article III of the Indenture and shall discharge in full the corresponding obligations of the Borrower hereunder.
Section 2.08.    Book Entries. The Initial Liquidity Facility Provider shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable hereunder and paid from time to time in respect thereof; provided, however, that the failure by the Initial Liquidity Facility Provider to maintain such account or accounts shall not affect the obligations of the Borrower and the Administrative Agent in respect of such Advances.
Section 2.09.    Payments from Available Funds Only. All payments to be made by the Borrower to the Initial Liquidity Facility Provider under this Agreement shall be made only from the amounts on deposit in Accounts and the other Collateral as defined in the Indenture and described in the Security Trust Agreement and only to the extent that such Accounts and Collateral shall have sufficient income or proceeds therefrom to enable the Administrative Agent to make payments on behalf of the Borrower in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Indenture. The Initial Liquidity Facility Provider agrees that it will look solely to such amounts to the extent available for distribution to it as provided in the Indenture and this Agreement and that the Borrower and the Administrative Agent, in their respective individual capacities, are not personally liable to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement, the Indenture or the Security Trust Agreement. Amounts on deposit in the Liquidity Facility Reserve Account shall be available to the Administrative Agent to make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.14(f) of the Indenture. Amounts on deposit in the Liquidity Facility Reserve Account constituting Provider Advances, shall be promptly returned to the Initial Liquidity Facility Provider following the Termination Date (other than in the circumstances described in clauses (i), (iv) or (v) of the definition of Termination Date) until all amounts owed to the Initial Liquidity Facility Provider hereunder have been paid in full, and the balance remaining in the Liquidity Facility Reserve Account shall be deposited by the Administrative Agent into the Collections Account.
Section 2.10.    Extension of the Expiry Date; Replacement Liquidity Facility; Non-Extension Advance.
(a)    No earlier than the 75th day and no later than the 30th day prior to the then effective Expiry Date (the “Stated Expiration Date”) , the Borrower or the Administrative Agent may (but shall not be obligated to) make an Extension Request requesting that the Initial Liquidity Facility



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[**] = 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.

Provider extend the Expiry Date to the earlier of (i) the date that is 15 days after the Final Maturity Date, and (ii) the first anniversary of the Stated Expiration Date (unless the obligations of the Initial Liquidity Facility Provider hereunder have been earlier terminated in accordance herewith) (such extended Expiry Date, the “New Expiration Date”).
(b)    Whether or not the Borrower or the Administrative Agent has made such request, the Initial Liquidity Facility Provider shall have the right to advise the Borrower no earlier than the 40th day (or, if earlier, the date of the Initial Liquidity Facility Provider’s receipt of such request, if any, from the Borrower or the Administrative Agent) and no later than the 25th day prior to the then effective Expiry Date, whether, in its sole discretion, it has elected not to extend the Expiry Date or has rejected an Extension Request (a “Non-Extension Notice”). If the Initial Liquidity Facility Provider does not give a Non-Extension Notice in accordance with the foregoing sentence (whether or not the Borrower or the Administrative Agent has made any request pursuant to this paragraph), then the effective Expiry Date shall be automatically extended to the earlier of (i) the date that is 15 days after the Final Maturity Date for the Specified Notes, and (ii) the first anniversary of the then effective Expiry Date.
(c)    If the Initial Liquidity Facility Provider rejects the Extension Request or elects not to extend the then effective Expiry Date, then the Initial Liquidity Facility Provider may, at its option in accordance with Section 3.14(e)(i) of the Indenture, arrange for a Replacement Liquidity Facility to replace the Initial Liquidity Facility during the period no earlier than 45 days and no later than 10 days prior to the Stated Expiration Date. In addition, the Initial Liquidity Facility Provider may, at its option in accordance with Sections 3.14(e)(ii) and 3.14(e)(iii)(A) of the Indenture, arrange for a Replacement Liquidity Facility to replace the Initial Liquidity Facility at any time (regardless of whether a Downgrade Event or the Expiry Date has occurred). If a Replacement Liquidity Facility is provided at any time after the making of a Downgrade Advance or a Non-Extension Advance under the Initial Liquidity Facility, the funds with respect to such Initial Liquidity Facility on deposit in the Liquidity Facility Reserve Account (with any accrued interest on such funds computed in accordance with Section 3.07) will be returned to the Initial Liquidity Facility Provider being replaced.
(d)    If the Initial Liquidity Facility Provider neither agrees to the Extension Request contemplated by clause (a) of this Section 2.10 nor provides for a Replacement Liquidity Facility, the Administrative Agent (on behalf of the Borrower) shall immediately request a Non-Extension Advance in accordance with Section 2.02(b) hereof and Section 3.14(d) of the Indenture.
Section 2.11.    Use of Downgrade Advances and Non-Extension Advances. The proceeds of Non-Extension Advances and Downgrade Advances to the extent of the Available Amount will be held in the Liquidity Facility Reserve Account as cash collateral to be used for the same purposes and under the same circumstances, and subject to the same conditions, as cash payments of Facility Advances under the Initial Liquidity Facility would be used.



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[**] = 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.

ARTICLE III
OBLIGATIONS OF THE BORROWER
Section 3.01.    Increased Costs. If as a result of any Regulatory Change there shall be any increase by an amount reasonably deemed by the Initial Liquidity Facility Provider to be material in the actual cost to the Initial Liquidity Facility Provider of making, funding or maintaining any Advances or its obligation to make any such Advances or there shall be any reduction by an amount reasonably deemed by the Initial Liquidity Facility Provider to be material in (x) its return on capital or equity or (y) the amount receivable by the Initial Liquidity Facility Provider under this Agreement or the Indenture in respect thereof (taking into consideration the Initial Liquidity Facility Provider’s policies with respect to capital adequacy), and in case of either such an increase or reduction, such event does not arise from the gross negligence or willful misconduct of the Initial Liquidity Facility Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or from its failure to comply with any such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then the Borrower shall subject to Section 2.09 from time to time pay to the Initial Liquidity Facility Provider an amount equal to such Increased Cost within 10 Business Days after delivery to the Borrower and the Administrative Agent of a certificate of an officer of the Initial Liquidity Facility Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination of the amount of such Increased Cost; provided that, the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 180 days prior to the date of delivery of such certificate. Such certificate, in the absence of manifest error, shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Initial Liquidity Facility Provider of the effect of any Regulatory Change on the costs of maintaining the Advances are made on a reasonable basis. The Initial Liquidity Facility Provider shall not be entitled to assert any claim under this Section 3.01 in respect of any Indemnified Tax or Excluded Taxes. The Initial Liquidity Facility Provider will notify the Borrower and the Administrative Agent as promptly as practicable of any event occurring after the date of this Agreement that will entitle the Initial Liquidity Facility Provider to compensation under this Section 3.01. The Initial Liquidity Facility Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or reduce, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other action would avoid the need for, or reduce the amount of, any such claim; provided that the foregoing shall not obligate the Initial Liquidity Facility Provider to take any action that would, in its reasonable judgment, cause the Initial Liquidity Facility Provider to take any action that is not materially consistent with its internal policies or is otherwise materially disadvantageous to the Initial Liquidity Facility Provider or that would cause the Initial Liquidity Facility Provider to incur any material loss or cost, unless the Borrower agrees to reimburse or indemnify the Initial Liquidity Facility Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for any claim in respect of Increased Costs, the Borrower may arrange for a Replacement Liquidity Facility in accordance with Section 3.14(e) of the Indenture.



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[**] = 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.

Notwithstanding the foregoing provisions, in no event shall the Borrower be required to make payments under this Section 3.01: (a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Initial Liquidity Facility Provider’s jurisdiction of organization and pending as of the date of this Agreement; (b) if a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Initial Liquidity Facility Provider and that do not affect similarly organized commercial banking institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such Increased Cost; or (c) if the Initial Liquidity Facility Provider shall fail to comply with its obligations under this Section 3.01.
Section 3.02.    [Intentionally omitted].
Section 3.03.    Withholding Taxes.
(a)    All payments made by or on account of any obligation of the Borrower under this Agreement shall be made without deduction or withholding for or on account of any Taxes, unless such deduction or withholding is required by law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.03) the Initial Liquidity Facility Provider receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(b)    The Borrower shall timely pay to the relevant governmental authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(c)    The Borrower shall indemnify the Initial Liquidity Facility Provider, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (Including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Initial Liquidity Facility Provider or required to be withheld or deducted from a payment to the Initial Liquidity Facility Provider and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the Initial Liquidity Facility Provider (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of the Initial Liquidity Facility Provider, shall be conclusive absent manifest error.
(d)    As soon as practicable after any payment of Taxes by the Borrower to a governmental authority pursuant to this Section 3.03, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such governmental authority evidencing such



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[**] = 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.

payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e)    If the Initial Liquidity Facility Provider is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement or any other Related Document, it shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Initial Liquidity Facility Provider, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not the Initial Liquidity Facility Provider is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.03(f)(i), (f)(ii) and (f)(iv) below) shall not be required if in the Initial Liquidity Facility Provider’s reasonable judgment such completion, execution or submission would subject it to any material unreimbursed cost or expense or would materially prejudice the Initial Liquidity Facility Provider’s legal or commercial position.
(f)    Without limiting the generality of the foregoing of clause (e) above:
(i)    if the Initial Liquidity Facility Provider is a U.S. Person, it shall deliver to the Borrower and the Administrative Agent on or prior to the date it is to receive any payment under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that the Initial Liquidity Facility Provider is exempt from U.S. federal backup withholding tax;
(ii)    if the Initial Liquidity Facility Provider is not a U.S. Person, it shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date hereof or, if later, the date it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (A) in the case it is claiming the benefits of an income Tax treaty to which the United States is a party (x) with respect to payments of interest, executed originals of the IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments, the IRS Form W-8BEN-E or W-8BEN-E, as applicable, establishing an exemption from U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed originals of IRS Form W-8ECI; or (C) to the extent it is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or W-8BEN-E, as applicable, a certificate substantially in the form of Annex VI-A or Annex VI-B (a “U.S. Tax Compliance Certificate”), IRS Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable.



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[**] = 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.

(iii)    If the Initial Liquidity Facility Provider is not a U.S. Person, it shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date hereof or, if later, the date it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.
(iv)    If a payment made to the Initial Liquidity Facility Provider under this Agreement or any other Related Document would be subject to U.S. federal withholding Tax imposed by FATCA if it were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), it shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that it has complied with such its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
The Initial Liquidity Facility Provider agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(g)    If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.03 (including by the payment of additional amounts pursuant to this Section 3.03) it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant governmental authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this clause (g) (plus any penalties, interest or other charges imposed by the relevant governmental authority) in the event that such indemnified party is required to repay such refund to such governmental authority. Notwithstanding anything to the contrary in this clause (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed



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[**] = 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.

and the indemnification payments or additional amounts with respect to such Tax had never been paid. This clause (g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
Section 3.04.    Payments. The Administrative Agent shall make available, or shall cause to be made available, each payment to the Initial Liquidity Facility Provider under this Agreement no later than 3:00 p.m. (New York time) on the day when due. The Administrative Agent shall make all such payments in Dollars, to the Initial Liquidity Facility Provider in immediately available funds, by wire transfer to the following account:
Bank: Bank of America N.A.
ABA: [**]
Account Name: [**]
Acct. No.: [**]
Ref.: [**]

Section 3.05.    Computations. All computations of interest based on LIBOR shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.
Section 3.06.    Payment on Non-Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance is so deferred to the next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the number of days for which interest will be payable on such Advance on the next interest payment date for such Advance.
Section 3.07.    Interest.
(a)    Subject to Sections 2.07 and 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance from and including the date of such Advance and, in the case of any Applied Provider Advance, from and including the date on which the amount thereof was withdrawn from the Liquidity Facility Reserve Account to pay the amounts set forth in Section 2.01) to but excluding the date such principal amount shall be paid in full (or, in the case of an Applied Provider Advance, the date on which the Liquidity Facility Reserve Account is fully replenished in respect of such Advance) and (ii) any other amount due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by law, installments of interest on Advances or any such other amount) that is not paid when due (whether at stated maturity, by acceleration or otherwise) from and including the due date thereof to but excluding the date such amount is paid in full, in each such case, at the interest rate per annum for each day equal to the Applicable Liquidity Rate (as defined below) for such Advance or Applied Provider Advance or such other amount, as the case may be, as in effect for such day, but in no event at a rate per annum greater than the maximum rate permitted by applicable law, provided,



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however, that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate permitted by applicable law, then to the maximum extent permitted by applicable law any subsequent reduction in such interest rate will not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest accrued equals the absolute amount of interest that would have accrued (without additional interest thereon) if such otherwise applicable interest rate as set forth in this Section 3.07 had at all relevant times been in effect.
(b)    Except as provided in Sections 3.07(e) and 3.10 and clause (d) of the definition of “LIBOR”, each Advance (other than an Unapplied Non-Extension Advance or an Unapplied Downgrade Advance) will be a LIBOR Advance.
(c)    Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to LIBOR for such Interest Period plus the Applicable Margin for such LIBOR Advance, payable in arrears on the last day of such Interest Period and, in the event of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent of interest accrued on the amount of principal repaid).
(d)    [Intentionally omitted].
(e)    Each Unapplied Non-Extension Advance and Unapplied Downgrade Advance will be invested by the Administrative Agent in Permitted Account Investments. The Initial Liquidity Facility Provider shall direct the Administrative Agent’s investments in writing in Permitted Account Investments. Each Unapplied Non-Extension Advances and Unapplied Downgrade Advances will bear interest in an amount equal to the Investment Earnings on amounts deposited in the Liquidity Facility Reserve Account. The Administrative Agent will apply such Investment Earnings, calculated as of the applicable Determination Date, to satisfy the Borrower’s interest payment obligation (payable in arrears on each Payment Date) to the Initial Liquidity Facility Provider. Each outstanding Unapplied Non-Extension Advance and each outstanding Unapplied Downgrade Advance will continue to be subject to payment of the Liquidity Facility Non-Use Fee as if no Downgrade Advance nor Non-Extension Advance is outstanding. On the Termination Date, the Borrower shall, subject to Section 2.09, fully repay any Downgrade Advance or Non-Extension Advance remaining outstanding, together with accrued interest (including accrued Liquidity Facility Non-Use Fees) to the Initial Liquidity Facility Provider.
(f)    Each amount not paid when due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by applicable law, installments of interest on Advances but excluding Advances) shall bear interest at a rate per annum equal to the Initial Liquidity Facility Interest Rate for such Interest Period.
(g)    The rates of interest specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as the “Applicable Liquidity Rate”.
Section 3.08.    LIBOR Unavailability. Notwithstanding anything to the contrary in this Agreement or any other Related Document, if the Initial Liquidity Facility Provider determines (which determination shall be conclusive absent manifest error) that:



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(i)    adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because LIBOR is not available or published on a current basis, and such circumstances are unlikely to be temporary,
(ii)     the administrator of LIBOR or a governmental authority having jurisdiction over the Initial Liquidity Facility Provider has made a public statement identifying a specific date after which LIBOR shall no longer be made available, or used for determining the interest rate of loan or
(iii)    similar credit agreements currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,
then the Initial Liquidity Facility Provider shall so notify the Borrower and the Administrative Agent, and the Initial Liquidity Facility Provider, the Administrative Agent and the Borrower may amend this Agreement to (a) replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) agreed among the Initial Liquidity Facility Provider, the Administrative Agent and the Borrower, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit agreements for such alternative benchmarks (any such agreed replacement rate, a “LIBOR Successor Rate”), provided that such amendment shall provide that such LIBOR Successor Rate shall not be less than zero and (b) incorporate LIBOR Successor Rate Conforming Changes agreed among the Initial Liquidity Facility Provider, the Administrative Agent and the Borrower. The Borrower shall provide prior written notice to the Rating Agencies of any amendment to this Agreement pursuant to this Section 3.08.
LIBOR Successor Rate Conforming Changes” means, with respect to any LIBOR Successor Rate, any conforming changes to the definition of LIBOR Advance, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Initial Liquidity Facility Provider, giving due consideration to applicable market practice, if any.
Section 3.09.    Funding Loss Indemnification. Subject to Section 2.09, the Borrower shall pay (or cause to be paid) to the Initial Liquidity Facility Provider, upon the request of the Initial Liquidity Facility Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Initial Liquidity Facility Provider) to compensate it for any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Initial Liquidity Facility Provider to fund or maintain any LIBOR Advance (but excluding loss of the Applicable Margin or anticipated profits) incurred as a result of:
i.Any repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or



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ii.    Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant Notice of Borrowing delivered by the Administrative Agent under Section 2.02.
Section 3.10.    Illegality. Notwithstanding any other provision in this Agreement, if any change in any law, rule or regulation applicable to or binding on the Initial Liquidity Facility Provider, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Initial Liquidity Facility Provider with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Initial Liquidity Facility Provider to maintain or fund its LIBOR Advances, then the Initial Liquidity Facility Provider, after using all reasonable endeavors to make alternative arrangements satisfactory to the Borrower to meet its obligations as contemplated hereby, may give notice to the Borrower and the Administrative Agent specifying: (a) the relevant change; (b) its effect upon the Initial Liquidity Facility Provider; and (c) if the illegality or prohibition may be avoided by repayment of only part of the LIBOR Advance, then the amount of the LIBOR Advance required to be repaid for that purpose shall (subject to Section 2.09) be repaid without penalty, or if the illegality or prohibition cannot be avoided as aforesaid, declaring that the Initial Liquidity Facility Provider’s obligations to permit further Advances under this Agreement up to the Available Amount shall be terminated forthwith provided that all sums already advanced to the Borrower shall continue to be repayable on the terms and in the manner provided in this Agreement. The Initial Liquidity Facility Provider agrees to investigate all commercially reasonable alternatives for avoiding the need for such actions, including, without limitation, designating a different Lending Office; provided, that the foregoing shall not obligate the Initial Liquidity Facility Provider to take any action that would, in its reasonable judgment, cause the Initial Liquidity Facility Provider to incur any material loss or cost, unless the Borrower agrees to reimburse or indemnify the Initial Liquidity Facility Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for such actions, the Borrower may arrange for a Replacement Liquidity Facility in accordance with Section 3.14(e) of the Indenture.
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.01.    Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waived by the appropriate party or parties):
(a)    The Initial Liquidity Facility Provider shall have received on or before the Initial Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii), (iii) and (iv) below, each in form and substance satisfactory to the Initial Liquidity Facility Provider:
(i)    This Agreement and the Fee Letter duly executed on behalf of each of the parties thereto (other than the Initial Liquidity Facility Provider);



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(ii)    The Indenture duly executed on behalf of each of the parties thereto (other than the Initial Liquidity Facility Provider);
(iii)    Fully executed copies of the Security Trust Agreement, the Administrative Agency Agreement and the Servicing Agreement;
(iv)    If the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered to the Initial Liquidity Facility Provider a Beneficial Ownership Certification to the extent requested by the Initial Liquidity Facility Provider prior to the Effective Date; and
(v)    An executed copy of each document, instrument, certificate and opinion delivered on or before the Initial Closing Date pursuant to the Indenture and the other Related Documents (in the case of each such opinion, either addressed to the Initial Liquidity Facility Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Initial Liquidity Facility Provider is entitled to rely on such opinion as of its date as if it were addressed to the Initial Liquidity Facility Provider).
(b)    On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Facility Event of Default.
(c)    The Initial Liquidity Facility Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of the Initial Liquidity Facility Provider on or prior to the Effective Date pursuant to this Agreement and the Fee Letter.
(d)    All conditions precedent to the issuance of the Specified Series under the Indenture shall have been satisfied or waived and all conditions precedent to the purchase of the Notes by the Initial Purchasers under the Note Purchase Agreement (other than the effectiveness of this Agreement) shall have been satisfied (unless any of such conditions precedent under the Note Purchase Agreement shall have been waived by the Initial Purchasers).
(e)    The Borrower and the Administrative Agent shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the Initial Liquidity Facility Provider, certifying that the Effective Date has occurred.
Section 4.02.    Conditions Precedent to Borrowing. The obligation of the Initial Liquidity Facility Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the time of such Borrowing, the Administrative Agent shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement.
ARTICLE V
COVENANTS



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Section 5.01.    Affirmative Covenants of the Borrower. So long as any Advance shall remain unpaid or the Initial Liquidity Facility Provider shall have any Maximum Facility Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Initial Liquidity Facility Provider hereunder, the Borrower will, unless the Initial Liquidity Facility Provider shall otherwise consent in writing:
(a)    Performance of Agreements. Punctually pay or cause to be paid all amounts payable by it under this Agreement and the Indenture and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the Indenture.
(b)    Reporting Requirements. Furnish to the Initial Liquidity Facility Provider with reasonable promptness, such other information and data with respect to the transactions contemplated by the Related Documents as from time to time may be reasonably requested by the Initial Liquidity Facility Provider; and permit the Initial Liquidity Facility Provider, upon reasonable notice, to inspect the Borrower’s books and records with respect to such transactions and to meet with the Administrative Agent and other representatives of the Borrower to discuss such transactions contemplated by this Agreement and the Related Documents.
(c)    Certain Related Documents. Furnish to the Initial Liquidity Facility Provider with reasonable promptness, copies of such Related Documents entered into after the date hereof as from time to time may be reasonably requested by the Initial Liquidity Facility Provider.
Section 5.02.    Covenants Regarding Notices. Promptly following any time that (x) the Specified Series have been paid in full (or provision has been made for such payment in accordance with the Indenture), (y) the Indenture has been terminated with respect to all of the Specified Series issued thereunder as contemplated by Section 11.01(a) of the Indenture, or (z) the Specified Series are otherwise no longer entitled to the benefits of this Agreement, the Administrative Agent shall deliver to the Initial Liquidity Facility Provider the certificate referred to in clause (ii) of the definition of Termination Date. Promptly following any time that a Replacement Liquidity Facility has been substituted for this Agreement pursuant to Section 3.14(e) of the Indenture, the Administrative Agent shall deliver to the Initial Liquidity Facility Provider the certificate referred to in clause (iii) of the definition of Termination Date.
ARTICLE VI
LIQUIDITY EVENTS OF DEFAULT
Section 6.01.    Liquidity Events of Default. If any Liquidity Facility Event of Default has occurred and is continuing, then the Initial Liquidity Facility Provider may, in its discretion, deliver to the Administrative Agent a Termination Notice, and this Agreement shall expire at the close of business on the fifth Business Day after the date on which such Termination Notice is received by the Administrative Agent. Upon receipt of such Termination Notice, (i) the Administrative Agent shall promptly request, and the Initial Liquidity Facility Provider shall promptly make, a Final Advance in accordance with Section 2.02(d) hereof and Section 3.14(i) of the Indenture, (ii) all other outstanding Advances shall be automatically converted into Final Advances for purposes of



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determining the interest payable thereon and (iii) subject to Sections 2.07 and 2.09, all Advances, any accrued interest thereon and any other amounts outstanding hereunder shall become immediately due and payable to the Initial Liquidity Facility Provider.
ARTICLE VII
MISCELLANEOUS
Section 7.01.    No Oral Modifications or Continuing Waivers. No terms or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Borrower, the Administrative Agent, and the Initial Liquidity Facility Provider and any other Person whose consent is required pursuant to this Agreement. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.
Section 7.02.    Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents, waivers or documents required or permitted under the terms and provisions of this Agreement shall be in English and in writing, and given by registered or certified mail, courier service, facsimile or e-mail, and any such notice shall be effective when delivered (or, if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received) addressed as follows:
(a)    if to the Borrower, to:
Willis Engine Structured Trust V
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890
Attention:    Corporate Trust Administrator
Facsimile:    +1 (302) 651-8882
with a copy to:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
Attention: General Counsel
Fax: +1 (415) 408-4701
(b)    if to the Administrative Agent, to:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
Attention: General Counsel
Fax: +1 (415) 408-4701



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(c)    if to the Initial Liquidity Facility Provider, to:
Bank of America, N.A.
One Bryant Park
Mail Code: NY1-100-11-03
New York, NY 10036
Attention:  Brad Sohl
Email: 
brad.sohl@bofa.com; jared.diamond@bofa.com; jingwei.xu@bofa.com; tongtong.wu@baml.com; michael.filler@bofa.com;

Any party, by notice to the other parties hereto, may designate additional or different addresses for subsequent notices or communications. Whenever the words “notice” or “notify” or similar words are used herein, they mean the provision of formal notice as set forth in this Section 7.02.
In connection with the performance of their respective duties hereunder, each party may give notices, consents, directions, approvals, instructions and requests to, and otherwise communicate with, each other using electronic means, including email transmission to such email addresses as each such party shall designate to the other parties.
Section 7.03.    No Waiver; Remedies. No failure on the part of the Initial Liquidity Facility Provider to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
Section 7.04.    Further Assurances. The Borrower agrees to do such further acts and things and to execute and deliver to the Initial Liquidity Facility Provider such additional assignments, agreements, powers and instruments as the Initial Liquidity Facility Provider may reasonably require or deem advisable to carry into effect the purposes of this Agreement and the other Related Documents or to better assure and confirm unto the Initial Liquidity Facility Provider its rights, powers and remedies hereunder and under the other Related Documents.
Section 7.05.    Indemnification Survival of Certain Provisions. The Initial Liquidity Facility Provider shall be indemnified hereunder to the extent and in the manner described in the Indenture. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless each Liquidity Indemnitee from and against all Disbursements of any kind or nature whatsoever that may be imposed on or incurred by such Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with, any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the Fee Letter, the Indenture or any Related Document; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Disbursement of such Liquidity Indemnitee to the extent such Disbursement is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) an ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee



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or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Indenture, the Fee Letter or any other Related Document to which it is a party. The provisions of Sections 3.01, 3.03, 3.09, 7.05 and 7.07 and the right to indemnification under the Indenture shall survive the termination of this Agreement.
Section 7.06.    Liability of the Initial Liquidity Facility Provider.
(a)    No Liquidity Indemnitee shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Initial Liquidity Facility Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; provided, however, that the Borrower shall have a claim against the Initial Liquidity Facility Provider, and the Initial Liquidity Facility Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower that are the result of (A) the Initial Liquidity Facility Provider’s willful misconduct or gross negligence in determining whether documents presented hereunder comply with the terms hereof or (B) any breach by the Initial Liquidity Facility Provider of any of the terms of this Agreement or the Indenture, including, but not limited to, the Initial Liquidity Facility Provider’s failure to make lawful payment hereunder after the delivery to it by the Administrative Agent of a Notice of Borrowing complying with the terms and conditions hereof.
(b)    Neither the Initial Liquidity Facility Provider nor any of its officers, employees or directors or affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which event the extent of the Initial Liquidity Facility Provider’s potential liability to the Borrower shall be limited as set forth in the immediately preceding paragraph), in connection with this Agreement or any Notice of Borrowing.
Section 7.07.    Nonpetition. During the term of this Agreement and for one year and one day after payment in full of the Notes, none of the parties hereto or any Affiliate thereof will file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Borrower or any Subsidiary thereof.
Section 7.08.    Certain Costs and Disbursements. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of Pillsbury Winthrop Shaw Pittman LLP, special counsel for the Initial Liquidity Facility Provider, in connection with the preparation, negotiation, execution, delivery, filing and recording of the Related Documents, any waiver or consent hereunder or any amendment thereof and (b) if a Liquidity Facility Event of Default occurs, all out-of-pocket expenses incurred by the Initial Liquidity Facility Provider, including reasonable fees and disbursements of counsel, in connection with such Liquidity Facility Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith. In addition, the Borrower shall pay (or cause to be paid) any and all recording,



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stamp and other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Related Document and such other documents, and agrees to save the Initial Liquidity Facility Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees.
Section 7.09.    Binding Effect; Participations.
(a)    This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and the Initial Liquidity Facility Provider and their respective successors and permitted assigns, except that neither the Administrative Agent, the Initial Liquidity Facility Provider (except as otherwise provided in this Section 7.09) nor (except as contemplated by the Security Trust Agreement) the Borrower shall have the right to assign, pledge or otherwise transfer its rights or obligations hereunder or any interest herein, subject to (i) the Initial Liquidity Facility Provider’s right to assign all of its rights and obligations hereunder pursuant to an assignment agreement that constitutes a Replacement Liquidity Facility and satisfies all of the conditions for a Replacement Liquidity Facility set forth herein and in the Indenture to a Person that qualifies as an Eligible Provider (with written notification of such assignment to the Rating Agencies)and (ii) the Initial Liquidity Facility Provider’s right to grant Participations pursuant to Section 7.09(b). Following any assignment in accordance with the provisions hereof and Section 3.14 of the Indenture, the assignee Initial Liquidity Facility Provider shall be deemed to be the “Initial Liquidity Facility Provider” for all purposes of the Related Documents.
(b)    The Initial Liquidity Facility Provider agrees that it will not grant any participation (including, without limitation, a “risk participation”) (any such participation, a “Participation”) in or to all or a portion of its rights and obligations hereunder or under the other Related Documents, unless all of the following conditions are satisfied: (i) such Participation is to a Permitted Participant, (ii) such Participation is made in accordance with all applicable laws, including, without limitation, the Securities Act, and any other applicable laws relating to the transfer of similar interests and (iii) such Participation shall not be made under circumstances that require registration under the Securities Act. Notwithstanding any such Participation, the Initial Liquidity Facility Provider agrees that (1) the Initial Liquidity Facility Provider’s obligations under the Related Documents shall remain unchanged, and such participant shall have no rights or benefits as against the Borrower or under any Related Document, (2) the Initial Liquidity Facility Provider shall remain solely responsible to the other parties to the Related Documents for the performance of such obligations, (3) the Initial Liquidity Facility Provider shall remain the maker of any Advances, and the other parties to the Related Documents shall continue to deal solely and directly with the Initial Liquidity Facility Provider in connection with the Advances and the Initial Liquidity Facility Provider’s rights and obligations under the Related Documents, (4) the Initial Liquidity Facility Provider shall be solely responsible for any withholding Taxes or any filing or reporting requirements relating to such Participation and shall hold and indemnify the Borrower and its successors, permitted assigns, affiliates, agents and servants harmless against the same and (5) the Borrower shall not be required to pay to the Initial Liquidity Facility Provider any amount under Section 3.01 or Section 3.03 greater than it would have been required to pay had there not been any grant of a Participation by the Initial Liquidity Facility Provider. The Initial Liquidity Facility Provider may, in connection



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with any Participation or proposed Participation pursuant to this Section 7.09(b), disclose to the Permitted Participant or proposed Permitted Participant any information relating to the Related Documents or to the parties thereto furnished to the Initial Liquidity Facility Provider hereunder or in connection therewith and permitted to be disclosed by the Initial Liquidity Facility Provider; provided, however, that prior to any such disclosure, the Permitted Participant or proposed Permitted Participant shall agree in writing for the express benefit of the Borrower to preserve the confidentiality of any confidential information included therein (subject to customary exceptions).
(c)    The Initial Liquidity Facility Provider shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest under this Agreement (the “Participant Register”); provided that the Initial Liquidity Facility Provider shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Initial Liquidity Facility Provider shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.
(d)    Notwithstanding the other provisions of this Section 7.09, the Initial Liquidity Facility Provider may assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Advances made by the Administrative Agent to the Initial Liquidity Facility Provider in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect of such assigned Advance to the extent of such payment. No such assignment shall release the Initial Liquidity Facility Provider from its obligations hereunder.
Section 7.10.    Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Section 7.11.    Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 7.12.    Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.



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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)    Each of the parties hereto, to the extent it may do so under applicable law, for purposes hereof hereby (i) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto or thereto, or their successors or permitted assigns and (ii) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.
(b)    THE BORROWER, THE ADMINISTRATIVE AGENT AND THE INITIAL LIQUIDITY FACILITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower, the Administrative Agent and the Initial Liquidity Facility Provider each warrant and represent that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.
Section 7.13.    Counterparts. This Agreement may be executed in any number of counterparts (and each party shall not be required to execute the same counterpart). Each counterpart of this Agreement including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Agreement, but all of such counterparts together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronic format (e.g., “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart of this Agreement.
Section 7.14.    Entirety. This Agreement, the Fee Letter and the Related Documents constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements of such parties.
Section 7.15.    Headings. The headings of the various Articles and Sections herein and in the Table of Contents hereto are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.
Section 7.16.    Patriot Act. In compliance with the USA Patriot Act and 31 CFR Part 103.121 and any other similar laws, rules, regulations or orders in effect from time to time applicable to the Initial Liquidity Facility Provider, when requested the Issuer shall provide to the Initial Liquidity Facility Provider certain information relating to the Issuer that the Initial Liquidity Facility Provider



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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.

may be required to obtain and keep on file, including the Issuer’s name, address and various identifying documents.
Section 7.17.    Initial Liquidity Facility Provider’s Obligation to Make Advances. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE INITIAL LIQUIDITY FACILITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE ADMINISTRATIVE AGENT’S RIGHTS TO DELIVER NOTICES OF BORROWING ON BEHALF OF THE BORROWER REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.




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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.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their respective officers or authorized representatives thereunto duly authorized as of the date first set forth above.
WILLIS ENGINE STRUCTURED TRUST V, as Borrower

By:
/s/ Scott B. Flaherty                
Name: Scott B. Flaherty
Title: Controlling Trustee



- Signature Page -
Revolving Credit Agreement
WEST IV
 
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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.


BANK OF AMERICA, N.A., as the Initial Liquidity Facility Provider
By:
/s/ Benjamin A. Merrill            
Name: Benjamin A. Merrill
Title: Managing Director



- Signature Page -
Revolving Credit Agreement
WEST IV
 
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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.


WILLIS LEASE FINANCE CORPORATION, as Administrative Agent
By:
/s/ Dean M. Poulakidas            
Name: Dean M. Poulakidas
Title:    Senior Vice President





- Signature Page -
Revolving Credit Agreement
WEST IV
 
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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.

ANNEX I to
REVOLVING CREDIT AGREEMENT
FACILITY ADVANCE NOTICE OF BORROWING
The undersigned, a duly authorized signatory of the undersigned Administrative Agent (the “Administrative Agent”), hereby certifies on behalf of Willis Engine Structured Trust V, as the Borrower, to Bank of America, N.A. (the “Initial Liquidity Facility Provider”), with reference to the Revolving Credit Agreement dated as of March 3, 2020, among the Borrower, the Administrative Agent, and the Initial Liquidity Facility Provider (as amended from time to time, the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:
(1)The Administrative Agent is delivering this Notice of Borrowing for the making of a Facility Advance by the Initial Liquidity Facility Provider to be used for a Shortfall the payment of which is payable on __________, _____ (the “Payment Date”) in accordance with the terms and provisions of the Specified Series and the Indenture, which Advance is requested to be made on __________, _____. The Facility Advance should be remitted to the Initial Liquidity Payment Account, the details of which are [insert wire and account details].
(2)    The amount of the Facility Advance requested hereby (i) is $___________.__, to be applied in respect of funding the Initial Liquidity Payment Account in accordance with Section 3.14(b) and (f) of the Indenture, (ii) does not include any amount with respect to the payment of the principal of, Redemption Premium on, or breakage costs with respect to, the Specified Series, (iii) was computed in accordance with the provisions of the Specified Series, the Indenture (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Available Amount on the date hereof, and (v) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing.
(3)    Upon receipt by the Administrative Agent of the amount requested hereby, (a) the Administrative Agent will apply the same in accordance with the terms of Section 3.14(b) of the Indenture, (b) no portion of such amount shall be applied by the Administrative Agent for any other purpose, and (c) no portion of such amount until so applied shall be commingled with other funds held by the Administrative Agent.
The Administrative Agent, for itself and on behalf of the Borrower, hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Facility Advance as requested by this Notice of Borrowing shall automatically reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Available Amount by an amount equal to the amount of the Facility Advance requested to be made hereby as set forth in clause (i) of paragraph (2) of this Notice of Borrowing and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance.



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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.


IN WITNESS WHEREOF, the Administrative Agent has executed and delivered this Notice of Borrowing as of the _____ day of________
WILLIS LEASE FINANCE CORPORATION, as Administrative Agent
By:
____________________________________
Name:
Title:





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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.

SCHEDULE I TO LIQUIDITY ADVANCE NOTICE OF BORROWING
[Insert Copy of Computations in accordance with Facility Advance Notice of Borrowing]





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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.

ANNEX II to
REVOLVING CREDIT AGREEMENT
NON-EXTENSION ADVANCE NOTICE OF BORROWING
The undersigned, a duly authorized signatory of the undersigned Administrative Agent (the “Administrative Agent”), hereby certifies on behalf of Willis Engine Structured Trust V, as the Borrower, to Bank of America, N.A. (the “Initial Liquidity Facility Provider”), with reference to the Revolving Credit Agreement dated as of March 3, 2020, among the Borrower, the Administrative Agent, and the Initial Liquidity Facility Provider (as amended from time to time, the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:
(1)    The Administrative Agent is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Initial Liquidity Facility Provider to be used for the funding of the Liquidity Facility Reserve Account in accordance with Section 3.14(d) of the Indenture, which Advance is requested to be made on __________, _____. The Non-Extension Advance should be remitted to the Liquidity Facility Reserve Account the details of which are [insert wire and account details].
(2)    The amount of the Non-Extension Advance requested hereby (i) is $___________.__, which equals the Available Amount on the date hereof and is to be applied in respect of the funding of the Liquidity Facility Reserve Account in accordance with Section 3.14(d) of the Indenture, (ii) does not include any amount with respect to the payment of the principal of, Redemption Premium on, or breakage costs with respect to, the Specified Series, (iii) was computed in accordance with the provisions of the Specified Series and the Indenture (a copy of which computation is attached hereto as Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement.
(3)    Upon receipt by the Administrative Agent of the amount requested hereby, (a) the Administrative Agent will deposit such amount in the Liquidity Facility Reserve Account and apply the same in accordance with the terms of Section 3.14(f) of the Indenture, (b) no portion of such amount shall be applied by the Administrative Agent for any other purpose, and (c) no portion of such amount until so applied shall be commingled with other funds held by the Administrative Agent.
The Administrative Agent, for itself and on behalf of the Borrower, hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Initial Liquidity Facility Provider to make further Advances under the Liquidity Agreement and (B) following the making by the Initial Liquidity Facility Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Administrative Agent shall not be entitled to request any further Advances under the Liquidity Agreement.



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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.


IN WITNESS WHEREOF, the Administrative Agent has executed and delivered this Notice of Borrowing as of _____ the day of ________.
WILLIS LEASE FINANCE CORPORATION, as Administrative Agent
By:
____________________________________
Name:
Title:





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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.

SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING
[Insert Copy of computations in accordance with Non-Extension Advance Notice of Borrowing]





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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.

ANNEX III to
REVOLVING CREDIT AGREEMENT
DOWNGRADE ADVANCE NOTICE OF BORROWING
The undersigned, a duly authorized signatory of the undersigned Administrative Agent (the “Administrative Agent”), hereby certifies on behalf of Willis Engine Structured Trust V, as the Borrower, to Bank of America, N.A. (the “Initial Liquidity Facility Provider”), with reference to the Revolving Credit Agreement, dated as of March 3, 2020, among the Borrower, the Administrative Agent, and the Initial Liquidity Facility Provider (as amended from time to time, the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:
(1)    The Administrative Agent is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Initial Liquidity Facility Provider to be used for the funding of the Liquidity Facility Reserve Account in accordance with Section 3.14(c) of the Indenture by reason of a Downgrade Event, which Advance is requested to be made on __________, _____. The Downgrade Advance should be remitted to the Liquidity Facility Reserve Account the details of which are [insert wire and account details].
(2)    The amount of the Downgrade Advance requested hereby (i) is $___________.__, which equals the Available Amount on the date hereof and is to be applied in respect of the funding of the Liquidity Facility Reserve Account in accordance with Section 3.14(c) of the Indenture, (ii) does not include any amount with respect to the payment of the principal of, Redemption Premium on, or breakage costs with respect to, the Specified Series, (iii) was computed in accordance with the provisions of the Specified Series and the Indenture (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement.
(3)    Upon receipt by the Administrative Agent of the amount requested hereby, (a) the Administrative Agent will deposit such amount in the Liquidity Facility Reserve Account and apply the same in accordance with the terms of Section 3.14(f) of the Indenture, (b) no portion of such amount shall be applied by the Administrative Agent for any other purpose, and (c) no portion of such amount until so applied shall be commingled with other funds held by the Administrative Agent.
The Administrative Agent, for itself and on behalf of the Borrower, hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Initial Liquidity Facility Provider to make further Advances under the Liquidity Agreement, and (B) following the making by the Initial Liquidity Facility Provider of the Downgrade Advance requested by this Notice of Borrowing, the Administrative Agent shall not be entitled to request any further Advances under the Liquidity Agreement.



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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.


IN WITNESS WHEREOF, the Administrative Agent has executed and delivered this Notice of Borrowing as of the _____ day of _______________.
WILLIS LEASE FINANCE CORPORATION, as Administrative Agent
By:
____________________________________
Name:
Title:





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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.

SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING
[Insert Copy of computations in accordance with Downgrade Advance Notice of Borrowing]





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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.

ANNEX IV to
REVOLVING CREDIT AGREEMENT
FINAL ADVANCE NOTICE OF BORROWING
The undersigned, a duly authorized signatory of the undersigned Administrative Agent (the “Administrative Agent”), hereby certifies on behalf of Willis Engine Structured Trust V, as the Borrower, to Bank of America, N.A. (the “Initial Liquidity Facility Provider”), with reference to the Revolving Credit Agreement, dated as of March 3, 2020, among the Borrower, the Administrative Agent, and the Initial Liquidity Facility Provider (as amended from time to time, the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:
(1)    The Administrative Agent is delivering this Notice of Borrowing for the making of the Final Advance by the Initial Liquidity Facility Provider to be used for the funding of the Liquidity Facility Reserve Account in accordance with Section 3.14(i) of the Indenture by reason of the receipt by the Administrative Agent of a Termination Notice from the Initial Liquidity Facility Provider with respect to the Liquidity Agreement, which Advance is requested to be made on __________, _____. The Final Advance should be remitted to the Liquidity Facility Reserve Account the details of which are [insert wire and account details].
(2)    The amount of the Final Advance requested hereby (i) is $___________.__, which equals the Available Amount on the date hereof and is to be applied in respect of the funding of the Liquidity Facility Reserve Account in accordance with Section 3.14(i) of the Indenture, (ii) does not include any amount with respect to the payment of the principal of, Redemption Premium on, or breakage costs with respect to, the Specified Series, (iii) was computed in accordance with the provisions of the Specified Series and the Indenture (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement.
(3)    Upon receipt by the Administrative Agent of the amount requested hereby, (a) the Administrative Agent will deposit such amount in the Liquidity Facility Reserve Account and apply the same in accordance with the terms of Section 3.14(i) of the Indenture, (b) no portion of such amount shall be applied by the Administrative Agent for any other purpose, and (c) no portion of such amount until so applied shall be commingled with other funds held by the Administrative Agent.
The Administrative Agent, for itself and on behalf of the Borrower, hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Final Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Initial Liquidity Facility Provider to make further Advances under the Liquidity Agreement, and (B) following the making by the Initial Liquidity Facility Provider of the Final Advance requested by this Notice of Borrowing, the Administrative Agent shall not be entitled to request any further Advances under the Liquidity Agreement.

 
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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.

IN WITNESS WHEREOF, the Administrative Agent has executed and delivered this Notice of Borrowing as of the _____ day of _______________.
WILLIS LEASE FINANCE CORPORATION, as Administrative Agent
By:
____________________________________
Name:
Title:





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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.

SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING
[Insert Copy of computations in accordance with Final Advance Notice of Borrowing]





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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.

ANNEX V TO
REVOLVING CREDIT AGREEMENT
NOTICE OF TERMINATION
Willis Lease Finance Corporation
773 San Marin Drive
Novato, CA 94945
Attention: General Counsel
Re:    Revolving Credit Agreement dated as of March 3, 2020, among Willis Engine Structured Trust V, as Borrower, Willis Lease Finance Corporation, as Administrative Agent, and Bank of America, N.A., as Initial Liquidity Facility Provider (the “Liquidity Agreement”)
Ladies and Gentlemen:
You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence and continuance of a Liquidity Facility Event of Default (as defined therein), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) under such Liquidity Agreement to terminate at the close of business on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.14(i) of the Indenture (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice.
THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE CREDIT AGREEMENT WILL TERMINATE AT THE CLOSE OF BUSINESS ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.
[PAGE INTENTIONALLY LEFT BLANK]



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Very truly yours,
BANK OF AMERICA, N.A., as the Initial Liquidity Facility Provider
By:
____________________________________
Name:
Title:
cc: Willis Engine Structured Trust V





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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.

ANNEX VI-A TO
REVOLVING CREDIT AGREEMENT
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Revolving Credit Agreement dated as of March 3, 2020, the “Liquidity Agreement”, among Willis Engine Structured Trust V, (the “Borrower”), Willis Lease Finance Corporation, (the “Administrative Agent”), and Bank of America, NA., (the “Initial Liquidity Facility Provider”).
Pursuant to the provisions of Section 3.03 of the Liquidity Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Initial Liquidity Facility Provider with a certificate of its non-U.S. Person status on IRS Form W-8BEN, or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Initial Liquidity Facility Provider in writing, and (2) the undersigned shall have at all times furnished the Initial Liquidity Facility Provider with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Liquidity Agreement and used herein shall have the meanings given to them in the Liquidity Agreement.
[NAME OF PARTICIPANT]
By:                                                                         
 
Name:
 
Title:
Date: ________ __, 20[ ]



 
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ANNEX VI-B TO
REVOLVING CREDIT AGREEMENT
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Revolving Credit Agreement dated as of March 3, 2020, the “Liquidity Agreement”, among Willis Engine Structured Trust V, (the “Borrower”), Willis Lease Finance Corporation, (the “Administrative Agent”), and Bank of America, N.A. (the “Initial Liquidity Facility Provider”).
Pursuant to the provisions of Section 3.03 of the Liquidity Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Initial Liquidity Facility Provider with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Initial Liquidity Facility Provider and (2) the undersigned shall have at all times furnished the Initial Liquidity Facility Provider with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Liquidity Agreement and used herein shall have the meanings given to them in the Liquidity Agreement.
[NAME OF PARTICIPANT]
By:                                                                      
 
Name:
 
Title:
Date: ________ __, 20[ ]



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EXECUTION VERSION



AMENDED AND RESTATED SERVICING AGREEMENT
dated as of March 3, 2020
among
WILLIS ENGINE STRUCTURED TRUST V,
WILLIS LEASE FINANCE CORPORATION,
as Servicer and Administrative Agent,
and
EACH SERVICED GROUP MEMBER





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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.

TABLE OF CONTENTS
 
 
 
Page

ARTICLE I DEFINITIONS
1

 
 
 
 
SECTION 1.01
 
Definitions
1

 
 
 
 
ARTICLE 2 APPOINTMENT; SERVICES
1

 
 
 
 
SECTION 2.01
 
Appointment
1

SECTION 2.02
 
Services
2

SECTION 2.03
 
Limitations
2

 
 
 
 
ARTICLE 3 STANDARD OF CARE; CONFLICTS OF INTEREST; STANDARD OF LIABILITY
3

 
 
 
 
SECTION 3.01
 
Standard of Care
3

SECTION 3.02
 
Conflicts of Interest
3

SECTION 3.03
 
Standard of Liability
3

SECTION 3.04
 
Waiver of Implied Standard
4

 
 
 
 
ARTICE 4 REPRESENTATIONS AND WARRANTIES
4

 
 
 
 
SECTION 4.01
 
Representations and Warranties by WEST and each other Person in Serviced Group
4

SECTION 4.02
 
Representations and Warranties by Servicer
5

 
 
 
 
ARTICLE 5 SERVICER UNDERTAKINGS
5

 
 
 
 
SECTION 5.01
 
Staff and Resources
5

SECTION 5.02
 
Access
6

SECTION 5.03
 
Compliance with Law
6

SECTION 5.04
 
Commingling
6

SECTION 5.05
 
Notes Offering
7

SECTION 5.06
 
Notification of Defaults
7

SECTION 5.07
 
Ownership Placards
7

 
 
 
 
ARTICLE 6 UNDERTAKINGS OF WEST AND SERVICED GROUP
7

 
 
 
 
SECTION 6.01
 
Cooperation
7

SECTION 6.02
 
No Representation with Respect to Third Parties
8

SECTION 6.03
 
Related Document Amendments
8

SECTION 6.04
 
Other Servicing Arrangements
8

SECTION 6.05
 
Communications
8



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SECTION 6.06
 
Ratification
8

SECTION 6.07
 
Execution, Amendment, Modification of Termination of Asset Documents
8

SECTION 6.08
 
Accounts and Cash Arrangements of the Serviced Group
9

SECTION 6.09
 
Notification of Bankruptcy
9

SECTION 6.10
 
Further Assurances
9

SECTION 6.11
 
Covenants
9

SECTION 6.12
 
Limitation of Obligations
10

SECTION 6.13
 
New Issuer Subsidiaries
10

 
 
 
 
ARTICLE 7 RESPONSIBILITY OF SERVICED GROUP; BUDGETS; DIRECTIONS
11

 
 
 
 
SECTION 7.01
 
Responsibility of Serviced Group
11

SECTION 7.02
 
Instructions by WEST
11

SECTION 7.03
 
Request for Authority
11

SECTION 7.04
 
Overall Business Objectives with Respect to Asset
11

SECTION 7.05
 
Operating Budget; Asset Expenses Budget
11

SECTION 7.06
 
Transaction Approval Requirements
12

 
 
 
 
ARTICLE 8 EFFECTIVENESS
14

 
 
 
 
SECTION 8.01
 
Effectiveness
14

 
 
 
 
ARTICLE 9 SERVICING FEES; EXPENSES
15

 
 
 
 
SECTION 9.01
 
Servicing Fees
15

SECTION 9.02
 
Rent Based Fee
15

SECTION 9.03
 
Disposition Fee
15

SECTION 9.04
 
Expenses
15

 
 
 
 
ARTICLE 10 TERM; RIGHT TO TERMINATE; CONSEQUENCES OF TERMINATION; SURVIVAL
16

 
 
 
 
SECTION 10.01
 
Term
16

SECTION 10.02
 
Right to Terminate
16

SECTION 10.03
 
Consequences of Termination
18

SECTION 10.04
 
Survival
20

 
 
 
 
ARTICLE 11 INDEMNIFICATION
20

 
 
 
 
SECTION 11.01
 
Indemnity
20

SECTION 11.02
 
Procedures for Defense of Claims
21

SECTION 11.03
 
Reimbursement of Costs
22

 
 
 
 
ARTICLE 12 ASSIGNMENT AND DELEGATION
22



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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.

 
 
 
 
SECTION 12.01
 
Assignment and Delegation
22

 
 
 
 
ARTICLE 13 MISCELLANEOUS
22

 
 
 
 
SECTION 13.01
 
Reasonable Efforts
23

SECTION 13.02
 
Notices
23

SECTION 13.03
 
Governing Law
24

SECTION 13.04
 
Jurisdiction
24

SECTION 13.05
 
Waiver of Jury Trial
25

SECTION 13.06
 
Counterparts; Third Party Beneficiaries
25

SECTION 13.07
 
Entire Agreement
25

SECTION 13.08
 
Power of Attorney
25

SECTION 13.09
 
Restrictions on Disclosure
25

SECTION 13.10
 
Rights of Setoff
26

SECTION 13.11
 
Nonpetition
26

SECTION 13.12
 
Severability
26

SECTION 13.13
 
Amendments
27

SECTION 13.14
 
Asset Trustee Liability
27


Appendices
 
Appendix A
Definitions
Schedules
 
Schedule 2.02(a)
Services
Schedule 4.01(a)
Assets
Schedule 8.01
Conditions to Effectiveness
Schedule 13.04
Process Agent
Exhibits
 
Exhibit A
Form of Operating Budget and Asset Expenses Budget for the Initial Period
Exhibit B
Form of Serviced Group Member Supplement.




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[**] = 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.

AMENDED AND RESTATED SERVICING AGREEMENT (as amended, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement” or the “Servicing Agreement”) dated as of March 3, 2020, among WILLIS ENGINE STRUCTURED TRUST V (formerly known as Willis Engine Securitization Trust II), a Delaware statutory trust (“WEST”), WILLIS LEASE FINANCE CORPORATION, a Delaware corporation incorporated under the laws of Delaware, in its capacity as Servicer (together with its successors and permitted assigns, the “Servicer”) and as the Administrative Agent, and each member of the Serviced Group from time to time party hereto.
WHEREAS, WEST, the Servicer and other members of the Serviced Group set forth on the signature pages hereto entered into a servicing agreement, dated as of September 17, 2012, pursuant to which the Serviced Group appointed the Servicer, and the Servicer accepted such appointment (as amended, supplemented and otherwise modified from time to time prior to the date hereof, the “Original Servicing Agreement”);
WHEREAS, in connection with the issuance of the Notes on the date hereof under the Indenture, by this Agreement, the parties hereto desire to amend and restate the Original Servicing Agreement in its entirety as set forth herein;
NOW, THEREFORE, for the consideration set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, each of the parties hereto, and each Person that becomes a party hereto pursuant to a Serviced Group Member Supplement, hereby agrees as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01.    Definitions. The terms used herein have the meaning assigned to them in Appendix A hereto. Unless otherwise defined herein, all capitalized terms used but not defined herein have the meanings assigned to such terms in the Indenture.
ARTICLE 2

APPOINTMENT; SERVICES
SECTION 2.01.    Appointment.
(a)    Each Person within the Serviced Group hereby appoints the Servicer as the exclusive provider of the Services (as defined in Section 2.02(a) below) to each such Person in respect of the Assets on the terms and subject to the conditions set forth in this Agreement.
(b)    The Servicer hereby accepts such appointment and agrees to perform the Services on the terms and subject to the conditions set forth in this Agreement. In connection with the provision of the Services with respect to the Assets, the Servicer generally shall, where and to the extent practicable and in the case of Services that are not performed by the Servicer directly, contract for or otherwise obtain goods and services from third party providers in the name of, or


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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.

as disclosed agent for, the relevant Person within the Serviced Group. If the Servicer shall not have contracted for or otherwise obtained such goods and services in the name of, or as disclosed agent for, the relevant Person within the Serviced Group, the Servicer shall use its reasonable efforts to cause WEST or such Subsidiary to be in a position to have direct recourse against any such third party provider providing goods and services for WEST or such Subsidiary for any breaches by such third party provider related to the provision of such goods and services.
(c)    WEST hereby warrants and represents to the Servicer that it and each Subsidiary has appointed or will appoint the Administrative Agent to act as its representative with respect to any matter in respect of which any Person within the Serviced Group is required or permitted to take any action pursuant to the terms of this Agreement. Accordingly, in connection with the performance of the Services, unless an Administrative Agent Event of Default shall have occurred and be continuing, or unless earlier notified by WEST that the appointment of the Administrative Agent to act on behalf of each Person within the Serviced Group has not become effective or has been revoked or terminated, the Servicer shall in all cases be entitled to rely on the instructions (or other actions) of the Administrative Agent as representative of each Person within the Serviced Group other than the actions specified in Section 7.06(a)(i) and 7.06(a)(iv).
SECTION 2.02.    Services.
(a)    The services to be provided by the Servicer in respect of the Assets (the “Services”) are as set forth in Schedule 2.02(a) and under this Agreement.
(b)    Except with respect to the obligations expressly provided herein, in connection with the performance of the Services, the Servicer shall in all cases only be obligated to act upon, and shall be entitled to rely on, the instructions of WEST or, as provided above in Section 2.01(c), the Administrative Agent, on behalf of each Person within the Serviced Group. The Servicer shall not be liable to WEST, any Subsidiary, the Indenture Trustee or any other Person for any act or omission to act taken in accordance with such instructions, except to the extent provided in Section 3.03.
SECTION 2.03.    Limitations.
(a)    Neither the Servicer nor any of its Affiliates (other than each Person within the Serviced Group) shall assume any WEST Liabilities. In connection with the performance of the Services and its other obligations hereunder, the Servicer shall not be obligated to take or refrain from taking any action which is reasonably likely to (A) violate any Applicable Law, (B) lead to an investigation by any Governmental Authority or (C) expose the Servicer to any liabilities for which, in the Servicer’s good faith opinion, adequate bond or indemnity has not been provided.
(b)    Each Person within the Serviced Group shall at all times retain full legal and equitable title to the Assets, notwithstanding the management thereof by the Servicer hereunder.


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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.

ARTICLE 3

STANDARD OF CARE; CONFLICTS OF INTEREST; STANDARD OF
LIABILITY
SECTION 3.01.    Standard of Care. The Servicer shall perform the Services with reasonable care and diligence at all times as is customary in the engine operating leasing industry and, for so long as there are any Assets that are Airframes, the aircraft operating leasing industry, as if it were the owner of each such Engine or Airframe, as applicable (the “Standard of Care”). The Standard of Care shall be implemented in a manner which is consistent with the reasonable commercial practices of leading international Aircraft Engine operating lessors and, for so long as there is any Asset that that is an Airframe, leading international aircraft operating lessors, and is consistent with the Indenture.
SECTION 3.02.    Conflicts of Interest.
(a)    Each Person within the Serviced Group acknowledges and agrees that (i) in addition to managing the Assets under this Agreement, the Servicer may manage, and shall be entitled to manage, from time to time, the separate assets owned by it or its Affiliates (other than each Person within the Serviced Group) and third parties (“Other Assets”); (ii) in addition to the management of the Assets and the Other Assets, the Servicer shall, and shall be entitled to, carry on its commercial businesses, including the financing, purchase or other acquisition, leasing and sale of Other Assets; (iii) in the course of conducting such activities, the Servicer may from time to time have conflicts of interest in performing its duties on behalf of the various entities to whom it provides management services and with respect to the various assets in respect of which it provides management services; and (iv) the Controlling Trustees of WEST have approved the transactions contemplated by this Agreement and desire that such transactions be consummated and, in giving such approval, the Controlling Trustees of WEST have expressly recognized that such conflicts of interest may arise and that when such conflicts of interest arise the Servicer shall perform the Services in accordance with the Standard of Care and the Servicer Conflicts Standard set forth below in Section 3.02(b)
(b)    If conflicts of interest arise regarding the management or remarketing of any Asset, on the one hand, and any Other Asset, on the other hand, the Servicer shall promptly notify WEST and the Indenture Trustee (but in no later than the date on which the next Monthly Report is delivered). The Servicer shall perform the Services in good faith and to the extent such Asset and such Other Asset are substantially similar in terms of objectively identifiable characteristics relevant for purposes of the particular Services to be performed, the Servicer shall not discriminate between such Asset and such Other Asset on an unreasonable basis (the standard set forth in this Section 3.02(b) shall be referred to collectively as the “Servicer Conflicts Standard”).
SECTION 3.03.    Standard of Liability. The Servicer shall not be liable to any Person within the Serviced Group for any Losses arising (i) as a result of an Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the


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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.

Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to any Person within the Serviced Group for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”).
SECTION 3.04.    Waiver of Implied Standard. Except as expressly stated above in this Article 3, all other warranties, conditions and representations, express or implied, statutory or otherwise, arising under Delaware or New York law or any other Applicable Law in relation to either the skill, care, diligence or otherwise in respect of any Service to be performed hereunder or to the quality or fitness for any particular purpose of any goods are hereby to the fullest extent permitted by Applicable Law excluded and the Servicer shall not be liable in contract, tort or otherwise under Delaware or New York law or any other Applicable Law for any Loss arising out of or in connection with the Services to be supplied pursuant to this Agreement or any goods to be provided or sold in conjunction with such Services.
ARTICLE 4

REPRESENTATIONS AND WARRANTIES
SECTION 4.01.    Representations and Warranties by WEST and each other Person in Serviced Group. Each Person within the Serviced Group represents and warrants to the Servicer as follows:
(a)    Assets: Schedule 4.01(a) contains a true and complete list of all Assets as of the Initial Closing Date, notwithstanding that WEST may not have, as of such date, acquired the Asset Interests relating to such Assets.
(b)    Asset Documents: WEST shall deliver to the Servicer on the Initial Closing Date a true, correct and complete copy of all material Asset Documents as of such Initial Closing Date in the possession of any Person within the Serviced Group.
(c)    Accounts and Cash Flow: WEST shall, prior to the Initial Closing Date, provide to the Servicer a true and complete list of all the Existing Accounts of each Person within the Serviced Group included among the Assets as of such Initial Closing Date with respect to which any Person within the Serviced Group has authority.


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[**] = 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.

SECTION 4.02.    Representations and Warranties by Servicer. The Servicer represents and warrants to each Person within the Serviced Group as follows:
(a)    The Servicer is a corporation duly organized and validly existing under the laws of the State of Delaware.
(b)    The Servicer has all requisite power and authority to execute this Agreement and to perform its obligations under this Agreement. All corporate acts and other proceedings required to be taken by the Servicer to authorize the execution and delivery of this Agreement and the performance of its obligations contemplated under this Agreement have been duly and properly taken.
(c)    This Agreement has been duly executed and delivered by the Servicer and is a legal, valid and binding obligation of the Servicer enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws of general application affecting the enforcement of creditors’ rights or by general principles of equity.
(d)    Neither the execution and delivery of this Agreement by the Servicer nor the performance by the Servicer of any of its obligations under this Agreement will (i) violate any provision of the organizational documents of the Servicer, (ii) violate any order, writ, injunction, judgment or decree applicable to the Servicer or any of its property or assets, (iii) violate in any material respect any Applicable Law, or (iv) result in any conflict with, breach of or default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, warrant or other similar instrument or any material license, permit, agreement or other obligation to which the Servicer is a party or by which the Servicer or any of its properties or assets may be bound.
(e)    There are no Proceedings or investigations to which the Servicer or any of its Affiliates is a party pending, or to the best of the Servicer’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement or any other Related Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Related Document or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Servicer of its obligations under or the validity or enforceability of, this Agreement or any other Related Document to which it is a party.
ARTICLE 5

SERVICER UNDERTAKINGS
SECTION 5.01.    Staff and Resources. In performing the Services, the Servicer shall employ or otherwise engage such staff (including in-house legal staff) and maintain such supporting resources as the Servicer shall deem necessary in accordance with its usual business


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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.

practices with respect to its own aircraft and Aircraft Engines, both in number and in quality, to enable the Servicer to perform the Services in accordance with the terms of this Agreement.
SECTION 5.02.    Access. The Servicer at such times as WEST may reasonably request shall make available to the Serviced Group and their agents (including auditors) (A) reports, ledgers, documents, and other records (including computer records), its books and other information related to the Assets or the business of the Serviced Group and (B) the officers and employees of the Servicer, subject to their reasonable availability, in each case, to enable the Serviced Group to monitor the performance of the Servicer under this Agreement.
SECTION 5.03.    Compliance with Law. The Servicer shall, in connection with the performance of the Services, comply with all laws, rules and regulations applicable to the Servicer and with the laws, rules and regulations applicable to the Assets.
SECTION 5.04.    Commingling. The Servicer shall not commingle with its own funds, (i) any funds of any Person within the Serviced Group or (ii) any misdirected funds received from Lessees and others. Any such misdirected funds shall be promptly redirected to a Bank Account. The Servicer hereby covenants with the Serviced Group that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, each Person within the Serviced Group (it being understood that the Servicer and any of its Affiliates may publish financial statements that consolidate those of the Serviced Group, if to do so is required by any Applicable Law or GAAP and the Servicer and any of its Affiliates may, if applicable file consolidated, combined or unitary tax returns with any Person within the Serviced Group) and further covenants that, during the term of this Agreement:
(a)    it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Person within the Serviced Group;
(b)    it will maintain its assets and liabilities separate and distinct from each Person within the Serviced Group;
(c)    it will maintain records, books, accounts and minutes separate from those of each Person within the Serviced Group;
(d)    it will pay its obligations in the ordinary course of its business as a legal entity separate from each Person within the Serviced Group;
(e)    it will keep its funds separate and distinct from the funds of each Person within the Serviced Group, and it will receive, deposit, withdraw and disburse such funds separately from the funds of each Person within the Serviced Group;
(f)    it will conduct its business in its own name, and not in the name of any Person within the Serviced Group;


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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.

(g)    it will not pay or become liable for any debt of any Person within the Serviced Group, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(h)    it will not hold out that it is a division of WEST or its Subsidiaries or that any Person within the Serviced Group is a division of it;
(i)    it will not induce any third party to rely on the creditworthiness of any Person within the Serviced Group in order that such third party will be induced to contract with it;
(j)    it will not enter into any transaction between it and any Person within the Serviced Group that is as a whole materially more favorable to either party than an agreement that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any Related Document in effect on the Initial Closing Date (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transaction); and
(k)    it will observe all corporate formalities necessary to treat each Person within the Serviced Group as a legal entity separate from each other Subsidiary.
SECTION 5.05.    Notes Offering. The Servicer agrees to cooperate with the Serviced Group in connection with the public or private offering and sale of any securities of WEST or any of its Affiliates (a “Notes Offering”).
SECTION 5.06.    Notification of Defaults. Promptly, but in any case within five (5) Business Days of becoming aware of the existence of any condition or event which constitutes a Servicer Termination Event, Early Amortization Event or an Event of Default, or any event which, with the lapse of time or the giving of notice or both, would constitute a Servicer Termination Event, Early Amortization Event or an Event of Default and which, in each case, has not been waived in writing by the Controlling Party, the Servicer shall deliver to each Person within the Serviced Group and the Indenture Trustee a written notice describing the nature of such event and period of existence and, in the case of a Servicer Termination Event, the action the Servicer is taking or proposed to take with respect thereto.
SECTION 5.07.    Ownership Placards. The Servicer shall use commercially reasonable efforts to cause each Lessee to affix an ownership placard on each related Airframe and Engine stating that such Airframe or Engine is owned by the applicable Asset Trust.
ARTICLE 6

UNDERTAKINGS OF WEST AND SERVICED GROUP
SECTION 6.01.    Cooperation. WEST and each other Person within the Serviced Group shall at all times use commercially reasonable efforts to cooperate with the Servicer to enable the Servicer to provide the Services, including providing the Servicer with all powers of attorney as may be reasonably necessary or appropriate to perform the Services.


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[**] = 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.

SECTION 6.02.    No Representation with Respect to Third Parties. WEST and each other Person within the Serviced Group agree that as between the Servicer, on the one hand, and any Person within the Serviced Group, on the other hand, no representation is made as to the financial condition and affairs of any Lessee of, or purchaser of, any Asset or any manufacturer, representative, maintenance facility, contractor, vendor or supplier utilized by the Servicer in connection with its performance of the Services and, subject to the Standard of Liability, the Servicer shall have no liability with respect to such third parties.
SECTION 6.03.    Related Document Amendments. Neither WEST nor any other Person in the Serviced Group shall amend, without the prior consent of the Servicer in each instance, any Related Document in such a manner that would increase in any respect the scope, nature or level of the Services to be provided under this Agreement nor change the Standard of Liability without the Servicer’s prior written consent, which consent may be conditioned upon, among other things, a proper adjustment in the compensation payable to the Servicer in order to take into account the increased Services to be provided by the Servicer.
SECTION 6.04.    Other Servicing Arrangements. Without the prior written consent of the Servicer, neither WEST nor any other Person in the Serviced Group shall (a) enter into, or cause or permit any Person (other than the Servicer) to enter into on their behalf, any transaction for the lease or sale of any Asset in respect of which the Servicer is at such time performing Services, or (b) employ any Person other than the Servicer to perform any of the Services with respect to the Assets, except as provided in Article 10 of this Agreement.
SECTION 6.05.    Communications. WEST and each other Person within the Serviced Group shall forward promptly to the Servicer a copy of any written communication received from any Person in relation to any Asset.
SECTION 6.06.    Ratification. WEST and each other Person within the Serviced Group hereby ratifies and confirms, and agrees to ratify and confirm, any action the Servicer takes or refrains from taking in accordance with this Agreement, the Indenture and the Related Documents in the exercise of any of the powers or authorities conferred upon the Servicer pursuant to the terms of this Agreement and the Indenture.
SECTION 6.07.    Execution, Amendment, Modification or Termination of Asset Documents.
(a)    If (i) any agreement, instrument or other document becomes an Asset Document or any Asset Document shall have been amended, modified or terminated and (ii) the Servicer was not substantially involved in the preparation and execution of such new, amended, modified or terminated agreement, instrument or other document, WEST shall deliver written notice thereof to the Servicer together with (A) in the case of any newly executed Asset Document, a true and complete copy of such Asset Document, a list of all Assets to which it relates and a description, in reasonable detail, of the relevance of such Asset Document to such Assets or (B) in the case of any amendment, modification or termination of an Asset Document, a true and complete copy of any related agreement, instrument or other document.


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[**] = 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.

(b)    WEST shall promptly deliver to the Servicer a complete copy of the Indenture.
(c)    At all times, WEST shall promptly notify the Servicer of the name, identity and contact details of the Controlling Trustees and of any changes thereto and any other relevant information relating to such Controlling Trustees reasonably requested by the Servicer.
SECTION 6.08.    Accounts and Cash Arrangements of the Serviced Group. At all times, WEST shall promptly notify the Servicer of any New Account established by or on behalf of any Person within the Serviced Group or otherwise relating to the Assets and of any Existing Account relating to any aircraft or Aircraft Engine that becomes an Asset after the date of this Agreement and of the closing of any such account in any case not established or closed by the Servicer.
SECTION 6.09.    Notification of Bankruptcy. If any Person within the Serviced Group shall take any action to:
(a)    file any petition or application, commence any proceeding, pass any resolution or convene a meeting with respect to itself or any of its Affiliates under any United States federal, state or foreign or international law relating to the appointment of a trustee in bankruptcy, liquidator, examiner, assignee, custodian, trustee, sequestrator or receiver with respect to any Person within the Serviced Group or over the whole or any part of any properties or assets of any Person within the Serviced Group or any bankruptcy, reorganization, compromise arrangements or insolvency of any Person within the Serviced Group; or
(b)    make an assignment for the benefit of its creditors generally;
then WEST shall notify the Servicer, to the extent practicable, of the taking of any such action. If any Person within the Serviced Group becomes aware of the intent or action of any Person (whether a creditor or member of any Person within the Serviced Group) to appoint a trustee in bankruptcy, liquidator, examiner, custodian, sequestrator or receiver, WEST shall promptly notify the Servicer.
SECTION 6.10.    Further Assurances. Each Person within the Serviced Group agrees that at any time and from time to time upon the written request of the Servicer, it will execute and deliver such further documents and do such further acts and things as the Servicer may reasonably request in order to effect the purposes of this Agreement.
SECTION 6.11.    Covenants. Each Person within the Serviced Group covenants with the Servicer that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, the Servicer and any of its Affiliates (it being understood that the financial statements of any Person within the Serviced Group may be consolidated or combined with those of the Servicer or any of its Affiliates, if to do so is required by any Applicable Law or GAAP and that the tax returns of any Person within the Serviced Group may be consolidated with those of the Servicer and any of its Affiliates in accordance with applicable United States or foreign tax laws) and further covenant that, during the term of this Agreement:


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[**] = 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.

(a)    it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, the Servicer and any of its subsidiaries;
(b)    it will maintain its assets and liabilities separate and distinct from those of the Servicer;
(c)    it will maintain records, books, accounts and minutes separate from those of the Servicer;
(d)    it will pay its obligations in the ordinary course of its business as a legal entity separate from the Servicer;
(e)    it will keep its funds separate and distinct from any funds of the Servicer, and it will receive, deposit, withdraw and disburse such funds separately from any funds of the Servicer;
(f)    it will conduct its business in its own name, and not in the name of the Servicer;
(g)    it will not agree to pay or become liable for any debt of the Servicer, other than to make payments in the form of indemnity as required by the express terms of this Agreement;
(h)    it will not hold out that it is a division of the Servicer, or that the Servicer is a division of it;
(i)    it will not induce any third party to rely on the creditworthiness of the Servicer in order that such third party will be induced to contract with it;
(j)    it will not enter into any transaction between it and the Servicer that is as a whole materially more favorable to either party than a transaction that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any Related Document in effect on the Initial Closing Date (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transaction); and
(k)    it will observe all material corporate or other procedures required under Applicable Law and under its organizational documents.
SECTION 6.12.    Limitation of Obligation. Notwithstanding anything to the contrary in Section 4.01(b) and 6.07, the Servicer shall have no obligation with respect to any agreement, instrument or document that becomes an Asset Document, or any such amendment, modification or termination, until the date that a copy of the agreement, instrument or document constituting such Asset Document, or setting forth the terms of such amendment, modification or termination, is received by the Servicer.
SECTION 6.13.    New Issuer Subsidiaries. WEST hereby undertakes to procure that any Issuer Subsidiary formed or acquired after the date hereof shall execute a Serviced Group Member Supplement. Such Serviced Group Member Supplement shall specify the notice


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information for such Issuer Subsidiary and an executed version thereof shall be promptly delivered to each of the parties hereto.
ARTICLE 7

RESPONSIBILITY OF SERVICED GROUP;
BUDGETS; DIRECTIONS
SECTION 7.01.    Responsibility of Serviced Group. Notwithstanding the appointment of the Servicer to perform the Services and the related delegation of authority and responsibility to the Servicer pursuant to this Agreement, each Person within the Serviced Group shall remain responsible for all matters related to its business, operations, assets and liabilities.
SECTION 7.02.    Instructions by WEST. WEST may at any time, other than following the delivery of a Default Notice pursuant to Section 4.02 of the Indenture (that has not been withdrawn or rescinded), in which case the Indenture Trustee may, direct the Servicer to limit or terminate any action being taken by it under this Agreement or to take any action authorized or contemplated by this Agreement (including sale or disposal of any Asset) or the applicable Lease and the Servicer shall use commercially reasonable efforts to comply with such directions.
SECTION 7.03.    Request for Authority. If the Servicer wishes to take or approve any action which it is not authorized under this Agreement to take or approve, it shall request authority from WEST to take or approve the action.
SECTION 7.04.    Overall Business Objectives with Respect to Asset. The Servicer will perform the Services with a view towards maximizing the present value of the cash flows over the life of the Assets from leasing and re-leasing or selling or otherwise disposing of Assets, taking into account the then-existing and anticipated market conditions affecting the operating leasing of used aircraft and Aircraft Engines and the commercial aviation industry generally and any restrictions within the Indenture.
SECTION 7.05.    Operating Budget; Asset Expenses Budget.
(a)    WEST, on its own behalf and on behalf of each other Person in the Serviced Group, shall adopt with respect to the period from the Initial Closing Date through December 31, 2020 (the “Initial Period”) and, thereafter, each one Year period during the term of this Agreement (a “One Year Period”):
(A)    an operating budget with respect to the Assets (an “Operating Budget”); and
(B)    a budget with respect to Asset Expenses related to the Assets (an “Asset Expenses Budget”).
The initial Operating Budget and the initial Asset Expenses Budget for the Initial Period (together, the “Initial Budgets”) shall be adopted by each Person within the Serviced Group by the Initial Closing Date in substantially the form attached hereto as Exhibit A. The Operating


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Budget and Asset Expenses Budget for each One Year Period during the term of this Agreement shall be adopted by each Person within the Serviced Group in accordance with Section 7.05(c). The Servicer shall, in the course of providing the Services hereunder, use reasonable efforts to achieve the Initial Budgets during the Initial Period and to achieve the Operating Budget and the Asset Expenses Budgets for and during each One Year Period. The Initial Budgets and the Operating Budgets and Asset Expenses Budgets are collectively referred to herein as the “Budgets.”
(b)    To assist the Administrative Agent in the preparation and review of a proposed Operating Budget and a proposed Asset Expenses Budget for each One Year Period, the Servicer shall provide the Administrative Agent, by the November 1 immediately preceding such One Year Period, information in a form to be agreed from time to time relating to (i) lease rates, (ii) utilization rate, (iii) expected technical expenditures (including any costs to be capitalized) relating to the Assets, (iv) planned sales, (v) costs relating to insurance, legal, consulting and other similar expenses, including anticipated litigation expenses and (vi) such other information related to Asset Expenses as may be requested by the Administrative Agent for purposes of the preparation and review of such budgets, in each case including the assumptions relating thereto.
(c)    Based on the information provided by the Servicer to the Administrative Agent in accordance with Section 7.05(b), the Administrative Agent shall prepare and deliver to the Servicer and WEST by the November 30 immediately preceding each One Year Period, a proposed Operating Budget and Asset Expenses Budget for such One Year Period, together with reasonably detailed supporting information and the assumptions underlying such proposed Operating Budget and Asset Expenses Budget.
(d)    Following the receipt by the Servicer and WEST of the proposed Operating Budget and Asset Expenses Budget for a One Year Period as provided in Section 7.05(c), the Servicer and the Administrative Agent, on behalf of each Person within the Serviced Group, shall consult with each other to agree on a final Operating Budget and a final Asset Expenses Budget for such One Year Period, and taking into account such consultation, WEST shall approve and deliver to the Servicer, by the December 20 immediately preceding the commencement of each One Year Period, a final Operating Budget and Asset Expenses Budget for such One Year Period.
(e)    If at any time the Servicer reasonably believes that an incurrence of Asset Expenses is reasonably likely to cause actual aggregate Asset Expenses in the Initial Period or any One Year Period, as the case may be, to exceed 125% of the budgeted amount of aggregate Asset Expenses for such period as set forth in the applicable Budget, the Servicer shall not incur such Asset Expense without prior approval by WEST, and such excess payment and approval thereof shall be reported in the Annual Report for the relevant Initial Period or One Year Period, as the case may be.
SECTION 7.06.    Transaction Approval Requirements.
(a)    The Servicer shall not do any of the following without the express prior written approval of WEST:


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(i)    Except as required in accordance with the terms of any Lease or any other agreement with the Lessee or an Acquisition Agreement, and in any event in accordance with the terms and conditions of the Related Documents, sell (or enter into any commitment or agreement to sell) or otherwise transfer or dispose of any Asset (excluding any sale or exchange of spare parts or ancillary equipment or devices furnished therewith) forming part of the Assets; provided, however, that, the Servicer may transfer title or another interest in an Asset, or cause an Asset to be subject to a Lease:
(A)    to or in favor of a trust or an entity for the purpose of addressing tax, regulatory or other objectives under the laws of an applicable jurisdiction so long as a Person in the Serviced Group retains the beneficial or economic ownership of such Asset;
(B)    from such trust or entity to a Person within the Serviced Group or
(C)    within or among the Persons in the same Issuer Group without limitation (provided that a Person in such Issuer Group retains the beneficial or economic ownership of such Asset and related Lease);
provided further that, unless the Servicer has been notified in writing that an Event of Default has occurred (or has been notified in writing that such Event of Default has been waived or has otherwise ceased to exist), the Servicer may enter into Part-Out Agreements, agreements for the leasing of engines and components or for the swapping of engines, if determined by the Servicer in good faith to be in the best interests of maximizing returns in respect of such Asset, subject always to the limitations on parting-out and consignments set forth in the Indenture.
(ii)    Enter into any new Lease (or any renewal or extension of an existing Lease or other agreement with a Lessee) of any Asset if the Lease does not comply with the requirements of the Indenture or amend any existing Lease in a manner that does not comply with the requirements of the Indenture.
(iii)    Unless provided for in the then applicable Budgets, enter into any contract for the modification or maintenance of any Asset if the costs to be incurred thereunder by the relevant Person within the Serviced Group are not economically justifiable in light of then current and reasonably anticipated market conditions for used aircraft and Aircraft Engines.
(iv)    Subject to Section 4.02(e) of Schedule 2.02(a), enter into on behalf of any Person within the Serviced Group, any capital commitment or confirm any order or commitment to acquire, or acquire on behalf of any Person within the Serviced Group, aircraft or Aircraft Engines, except that the Servicer may enter into any such capital commitment or order or commitment to acquire a Replacement Asset or spare parts for an Asset so long as the same is provided for in the then applicable Budgets.
(v)    Issue any guarantee on behalf of, or otherwise pledge the credit of any Person within the Serviced Group, other than any guarantee of any Subsidiary obligation by WEST.


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(vi)    Unless permitted by any other provision of this Section 7.06, enter into any agreement for services to be provided in respect of Assets by third parties the cost of which is to be borne by each Person within the Serviced Group, except in each case (A) to the extent that the same is an Asset Expense provided for in the then applicable Budgets, or (B) for third party service providers (including legal counsel) that would be used by the Servicer in the ordinary course of the Servicer’s business.
(vii)    Incur on behalf of any Person within the Serviced Group any liability (actual or contingent) or cause any such liability (actual or contingent) to be incurred, except for a liability (A) contemplated in the then applicable Budgets, (B) pursuant to a transaction of a type which is subject to another Transaction Approval Requirement which Transaction Approval Requirement is satisfied or is otherwise authorized by such Transaction Approval Requirement or (C) incurred in the ordinary course of the business of each Person within the Serviced Group.
(b)    Any transaction entered into by the Servicer on behalf of each Person within the Serviced Group shall be on an arm’s-length basis and on market terms, provided that any transaction approved by the Controlling Trustees shall be deemed to satisfy this clause (b).
(c)    The actions specified in clauses (a)(i) and (a)(iv) of this Section 7.06 must be approved by a majority of the Controlling Trustees, including the Independent Controlling Trustee.
(d)    The transaction approval requirements (the “Transaction Approval Requirements”) set forth in clauses (i) through (vii) of Section 7.06(a) may only be amended by mutual agreement of the parties hereto and with the written consent of the Indenture Trustee (acting at the direction of the Controlling Party), and shall not in any event be amended to reduce or circumscribe the delegation to the Servicer of the level of autonomy, authority and responsibility contemplated by the Transaction Approval Requirements with respect to the performance of the Services. The Servicer shall provide notice to the Indenture Trustee of any amendment to the Transaction Approval Requirements for inclusion of such notice by the Indenture Trustee in the next Annual Report.
ARTICLE 8

EFFECTIVENESS
SECTION 8.01.    Effectiveness.
(a)    The effectiveness of this Agreement and all obligations of the parties hereunder shall be conditioned upon satisfaction (or waiver by the appropriate party) of the conditions set forth in Schedule 8.01.
(b)    The effectiveness of this Agreement with respect to any Issuer Subsidiary which executes and delivers a Serviced Group Member Supplement shall be conditioned upon the execution thereof in acknowledgement and agreement by WEST and the Servicer and the


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satisfaction (or waiver by the appropriate party) of the conditions set forth in Schedule 8.01 applicable to such Issuer Subsidiary. Such Serviced Group Member Supplement shall be effective without the need for any other party hereto to execute such Serviced Group Member Supplement in acknowledgement and agreement.
ARTICLE 9

SERVICING FEES; EXPENSES
SECTION 9.01.    Servicing Fees. In consideration of the Servicer’s performance of the Services, WEST shall pay to the Servicer on a monthly basis pursuant to Section 3.09 of the Indenture servicing fees consisting of the fees set forth in (i) Section 9.02 comprising the Senior Rent Based Fees and the Subordinated Rent Based Fees (collectively, the “Rent Based Fees”) and (ii) Section 9.03 (the “Disposition Fee”, and together with the Rent Based Fees, the “Servicing Fees”).
SECTION 9.02.    Rent Based Fee. A Rent Based Fee shall be paid by WEST to the Servicer on a monthly basis pursuant to Section 3.09 of the Indenture in the amount equal to:
(a)    8.0% of the aggregate rent actually received for any month (or portion of a month) in which any Person within the Serviced Group owns the related Assets (the “Senior Rent Based Fees”); and
(b)    3.5% of the aggregate rent actually received for any month (or portion of a month) in which any Person within the Serviced Group owns the related Assets (the “Subordinated Rent Based Fees”).
SECTION 9.03.    Disposition Fee. A Disposition Fee shall be paid by WEST to the Servicer with respect to each Asset Disposition (other than (a) an Asset Disposition referred to in clauses (ii) or (iii) of Section 5.02(p) of the Indenture or (b) an Asset Disposition referred to in clause (iv) of Section 5.02(p) if (x) the purchaser in such Asset Disposition is the Servicer or is an Affiliate of the Servicer or (y) the payment of a Disposition Fee in connection with an Asset Disposition referred to in clause (iv) of Section 5.02(p) would result in there being insufficient amounts available to pay the Outstanding Principal Balance of the Notes in full), in an amount equal to the product of (i) 3.0% and (ii) the Net Sale Proceeds in respect of such Asset Disposition (such Net Sale Proceeds to be calculated without deducting the amount of the Disposition Fee).
SECTION 9.04.    Expenses.
(a)    The Servicer shall be responsible for, and shall not be entitled to reimbursement for, the Servicer’s overhead expenses (“Overhead Expenses”) which shall include all expenses other than Asset Expenses, including:
(i)    salary, bonuses, company cars and benefits of the Servicer’s employees;


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(ii)    office, office equipment and rental expenses other than office and office equipment rental expense charged by independent advisors retained by the Servicer with respect to the Assets;
(iii)    telecommunications expenses; and
(iv)    taxes on the income, receipts, profits, gains, net worth or franchise of the Servicer and payroll, employment and social security taxes for employees of the Servicer.
(b)    Each Person within the Serviced Group shall be responsible for all costs and expenses relating to or associated with the Assets other than Overhead Expenses (“Asset Expenses”).
ARTICLE 10

TERM; RIGHT TO TERMINATE; CONSEQUENCES OF TERMINATION; SURVIVAL
SECTION 10.01.    Term. This Agreement shall expire on the later of (i) the date of payment in full of all amounts outstanding to be paid under the Notes (and other similar obligations issued under the Indenture or other debt instrument or otherwise secured under the Security Trust Agreement), and of all amounts outstanding to be paid to the holders of the Beneficial Interest Certificates and (ii) the date on which neither WEST nor any Subsidiary shall own or lease any Asset.
SECTION 10.02.    Right to Terminate.
(a)    At any time during the term of this Agreement, the Servicer shall in accordance with Section 10.02(c) be entitled to terminate this Agreement if:
(i)    all of the Notes and other obligations of WEST secured under the Security Trust Agreement are repaid or defeased in full in accordance with the terms of the Indenture or other applicable agreement evidencing such obligation; or
(ii)    all of the Assets of each Person within the Serviced Group are sold and there are no Notes outstanding.
(b)    At any time during the term of this Agreement, WEST or the Controlling Party shall in accordance with Section 10.02(c) be entitled to terminate this Agreement if:
(i)    Servicer shall fail to perform or observe, or cause to be performed or observed, any covenant or agreement which failure materially and adversely affects the rights of WEST;
(ii)    any representation or warranty made by the Servicer in this Agreement proves to have been untrue or incorrect in any material and adverse respect when made;


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(iii)    the Servicer shall cease or has notified WEST that it intends to cease to be engaged in the Aircraft Engine leasing business or, for so long as there are any Assets that are Airframes, the aircraft leasing business;
(iv)    either (A) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking relief in respect of the Servicer or in respect of a substantial part of the property or assets of the Servicer, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership, examinership or similar law, and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered, or (B) the Servicer shall go into liquidation, suffer a receiver or mortgagee to take possession of all or substantially all of its assets or have an examiner appointed over it or if a petition or proceeding is presented for any of the foregoing and not discharged within sixty (60) days;
(v)    the Servicer shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership, examinership or similar law, (B) consent to the institution of, or fail within sixty (60) days to contest the filing of, any petition described in clause 10.02(b)(v) above, (C) file an answer admitting the material allegations of a petition filed against it in any such proceeding described in clause 10.02(b)(v) above or (D) make a general assignment for the benefit of its creditors; and
(vi)    there shall have occurred and be continuing an Event of Default under Section 4.01(a) of the Indenture that has occurred and is continuing in respect of the payment of interest (other than Step-Up Interest Amount) on the Senior Series due to an insufficiency of funds in the Collections Account on the relevant date: (A) when no amount is available for drawing under the Initial Liquidity Facility, and (B) which Event of Default shall have continued unremedied by the Issuer for 60 days.
(c)    (i)    The Servicer, WEST or the Controlling Party (the “Terminating Party”) may, at any time during the term of this Agreement, subject to the terms of this Article 10 by written notice (“Termination Notice”) to WEST and the Indenture Trustee, in the case of the Servicer, or to the Servicer, in the case of WEST or the Controlling Party, with a copy to the Rating Agencies (the “Notice Recipients”), set forth its determination to terminate this Agreement pursuant to clause (a) of this Section 10.02 (in the case of the Servicer) or clause (b) of this Section 10.02 (in the case of WEST or the Controlling Party); provided, however, that this Agreement shall not terminate until and unless a Replacement Servicer shall have been appointed and shall have accepted such appointment in accordance with Section 10.03; provided further that failure by the Terminating Party to provide such Termination Notice shall not affect such party’s rights under Section 10.02(a) or Section 10.02(b), as the case may be. Any Termination Notice shall set forth in reasonable detail the basis for such termination.


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(i)    If the Termination Notice is provided by WEST or the Controlling Party to the Servicer based on an event described in Section 10.02(b)(i) or (b)(ii) (each a “Curable Termination Event”), then no later than the fifth Business Day following the delivery of the Termination Notice (the “Effectiveness Date”), the Servicer shall advise WEST or the Controlling Party, as applicable, in writing whether the Servicer (A) intends to cure the basis for such Termination Notice and, if so, the action the Servicer intends to take to effectuate such cure or (B) does not intend to cure the basis for such Termination Notice (it being understood that failure of the Servicer to deliver such written advice by such day shall be deemed to constitute notice that it does not intend to cure the basis for termination). In the event (x) that the Servicer notifies (or is deemed to have notified) WEST or the Controlling Party, as applicable, that it does not intend to cure the basis for such termination, and (y) of a Termination Notice from (I) the Servicer based on any event described in Section 10.02(a) or (II) WEST or the Controlling Party based on any event described in Section 10.02(b) other than a Curable Termination Event, then this Agreement shall terminate, subject to Section 10.03(c)(ii), immediately or on such later date that WEST or the Controlling Party, as applicable, shall have indicated in the Termination Notice. In the event that the Servicer notifies WEST or the Controlling Party, as applicable, by the applicable Effectiveness Day that it intends to cure the basis for any Curable Termination Event, then the Servicer shall (1) have ninety (90) days from such Effectiveness Date to effectuate such cure to the satisfaction of WEST or the Controlling Party, as applicable, or (2) if such cure cannot reasonably be expected to be effectuated within a 90-day period, (x) demonstrate to the satisfaction of WEST or the Controlling Party, as applicable, that substantial progress is being made toward the effectuation of such cure and (y) effectuate such cure to the reasonable satisfaction of WEST or the Controlling Party, as applicable, no later than the one hundred twentieth day following such Effectiveness Date. Upon the failure of the Servicer to effectuate a cure in accordance with the immediately preceding sentence, this Agreement shall terminate on the latest of (I) the day immediately following the expiration of such 90 or 120-day period, as the case may be, (II) such later date as shall be indicated in the Termination Notice and (III) the date on which a Replacement Servicer has been engaged to perform the Services with respect to the Assets and has accepted such appointment in accordance with the provisions of Section 10.03(c).
(d)    The Servicer and WEST acknowledge and agree that the Independent Controlling Trustee of WEST has been authorized by WEST to exercise all rights and powers of WEST under this Agreement, including the right to deliver a Termination Notice on behalf of WEST and to exercise all rights of WEST under Section 10.03 upon the expiration or termination of this Agreement. The Servicer shall provide at all times (upon reasonable notice) WEST with access to the books and records of the Servicer relating to the Assets and the Leases and to the Asset Documents and shall provide electronic copies of its records relating to the operation and maintenance of the Assets, the performance of the Lessees under the Leases and such other matters as WEST shall reasonably request.
SECTION 10.03.    Consequences of Termination.


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(a)    (i)    Upon the expiration or termination of this Agreement in accordance with this Article 10, the Servicer will promptly forward to WEST any notices, reports and communications received by it from any relevant Lessee after the termination or expiration of this Agreement or the removal of the Servicer.
(i)    WEST will notify promptly each relevant Lessee and any relevant third party of the termination of the Servicer under this Agreement or expiration of this Agreement in relation to any of the Assets and will request that all such notices, reports and communications from such third parties thereafter be made or given directly to the Replacement Servicer.
(b)    A termination or expiration in relation to any or all Assets shall not affect the respective rights and liabilities of either party accrued prior to such termination or expiration in respect of any prior breaches hereof or otherwise.
(c)    (i)    Notwithstanding the occurrence of an event described in Section 10.02(b), the Servicer shall continue to perform its duties under this Agreement until a Replacement Servicer has been appointed and has accepted such appointment. It is understood and agreed that the Independent Controlling Trustee shall have the right to appoint a Replacement Servicer on behalf of WEST upon the termination of this Agreement. In the event that a Replacement Servicer has not been appointed within ninety (90) days after any termination of this Agreement or resignation by the Servicer, the Indenture Trustee may, and acting at the direction of the Controlling Party, shall, petition any court of competent jurisdiction for the appointment of a Replacement Servicer.
(i)    Upon the expiration or termination of this Agreement in accordance with this Article 10, or upon the removal of the Servicer by WEST or the Controlling Party, the Servicer will cooperate (A) in the case of expiration, with any Replacement Servicer or (B) in the case of termination or removal, the Replacement Servicer, including providing to the Replacement Servicer all information, documents and records relating to the Assets.
(d)    Upon the termination of this Agreement in accordance with this Article 10, WEST shall pay the Servicing Fees then accrued to the Servicer from amounts available therefor under Section 3.09 of the Indenture. WEST shall continue to pay the Servicing Fees to the Servicer until a Replacement Servicer shall have been appointed and shall have accepted such appointment in accordance with the provisions of Section 10.03(c) and such appointment has become effective. Upon any resignation or termination of the Servicer in accordance with the terms of this Agreement, such resigning or terminated Servicer shall not be entitled to receive any Servicing Fee accruing on or after the effective date of such termination or resignation.
(e)    Upon the termination of this Agreement in accordance with this Article 10, the removal of the Servicer with respect to the performance of the Services for any Asset or the expiration of this Agreement, the Servicer shall promptly return the originals within its possession of all applicable Asset Documents and other documents related to the Assets to WEST and, in addition to its obligation to cooperate with the Replacement Servicer, shall


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provide access to other documentation and information relating to the business of each Person within the Serviced Group (and, to the extent practicable, copies thereof) within its possession as is reasonably necessary to the conduct of the business of each Person within the Serviced Group.
(f)    Upon the expiration or termination of this Agreement in accordance with this Article 10, the parties shall, subject to Section 10.04 and Section 10.03(b), be relieved of any obligations hereunder.
SECTION 10.04.    Survival. Notwithstanding any termination or the expiration of this Agreement, the provisions of Section 3.03, Section 3.04, Section 10.03, Section 10.04, Article 11, Section 13.09, Section 13.10 and Section 13.11 shall survive such termination or expiration, as the case may be.
ARTICLE 11

INDEMNIFICATION
SECTION 11.01.    Indemnity.
(a)    Each Person within the Serviced Group (excluding any Asset Trustee) do hereby assume liability for, and do hereby agree to indemnify, reimburse and hold harmless on an After-Tax Basis, the Servicer from any and all Losses, to the extent that the Losses exceed recoveries under insurance policies maintained by WEST or the Servicer, that arise (A) as a result of the Servicer’s performance of any of its obligations as Servicer, and (B) as a result of any action which the Servicer is requested to take or requested to refrain from taking by WEST; provided that such indemnity shall not extend to (i) any Loss which arises as a result of the willful misconduct, negligence or fraud of the Servicer, (ii) any Loss which results from a material breach by the Servicer of the express terms and conditions of this Agreement, (iii) any Loss arising as a result of any material misstatement or omissions in any public filing or offering memorandum relating to written information on the Assets and the Servicer provided by the Servicer for disclosure in such public filing or offering memorandum, (iv) any Loss arising from the violation by Servicer of the Standards of Liability, (v) any Tax imposed on net income by the revenue authorities of the United States or the State of California in respect of any payment by any Person within the Serviced Group to the Servicer due to the performance of the Services, or (vi) any Taxes imposed on net income of the Servicer by any Government Authority other than the revenue authorities of the United States or the State of California to the extent such Taxes would not have been imposed in the absence of any connection of the Servicer with such jurisdiction imposing such Taxes other than any connection that results from the performance by the Servicer of its obligations under this Agreement.
(b)    Each Person within the Serviced Group acknowledge and agree that amounts payable to or for the benefit of the Servicer under Section 11.01 shall constitute Expenses (subject to the limitation set forth in such definition on indemnification amounts payable to Service Providers).


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(c)    The Servicer agrees to give WEST prompt notice of any action, claim, demand, discovery of fact, proceeding or suit for which the Servicer intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect the Servicer’s entitlement to indemnification under this Section 11.01 unless and only to the extent such failure results in actual material prejudice to any Person within the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted.
(d)    For the avoidance of doubt, all payments owed to the Servicer pursuant to this Article 11 shall be paid from amounts available therefor under Section 3.09 of the Indenture and any recoveries pursuant to insurance policies maintained by WEST or the Servicer in respect of such amounts (after payment of such amounts to the Servicer) shall be deposited in the Collections Account.
(e)    The Servicer does hereby assume liability for, and does hereby agree to indemnify, reimburse and hold harmless on an After-Tax Basis, each Person within the Serviced Group from any and all Losses, to the extent that the Losses exceed recoveries under insurance policies maintained by WEST or the Servicer, that arise (A) as a result of the willful misconduct, negligence or fraud of the Servicer, (B) any Loss which results from a material breach by the Servicer of the express terms and conditions of this Agreement, (C) any Loss arising as a result of any material misstatement or omissions in any public filing or offering memorandum relating to written information on the Assets and the Servicer provided by the Servicer for disclosure in such public filing or offering memorandum, (D) any Loss arising from the violation by Servicer of the Standards of Liability; provided that, notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable Losses which may be recovered from the Servicer arising out of or resulting from the causes enumerated in this Section 11.01(e) shall be an amount equal to the sum of the Servicing Fees actually received by the Servicer.
SECTION 11.02.    Procedures for Defense of Claims.
(a)    If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST of such claim, and the Servicer or WEST (as agreed between them) will undertake the defense thereof. The failure to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to any Person within the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted.
(b)    If agreed and accepted by WEST and the Servicer, WEST shall within thirty (30) days undertake the conduct and control, through counsel of its own choosing and at the sole risk and expense of each Person within the Serviced Group, of the good faith settlement or defense of such claim, and the Servicer shall cooperate fully with WEST in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicer, and (ii) no Person within the Serviced Group shall be entitled to settle such claims unless it shall have confirmed in writing the obligation of such Person to indemnify the Servicer for the liability asserted in such claim.


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(c)    So long as WEST is reasonably contesting any such claim in good faith, the Servicer shall fully cooperate with WEST in the defense of such claim as reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of WEST unless the Servicer agrees in writing to forego any and all claims for indemnification from each Person within the Serviced Group with respect to such claims.
SECTION 11.03.    Reimbursement of Costs. The costs and expenses, including fees and disbursements of counsel (except as provided in Section 11.02(b)(i)) and expenses of investigation, incurred by the Servicer in connection with any Third Party Claim, shall be reimbursed on each Payment Date by WEST upon the submission of evidence reasonably satisfactory to WEST that such expenses have been incurred in the preceding month, without prejudice to WEST’s right to contest the Servicer’s right to indemnification and subject to refund in the event that each Person within the Serviced Group are ultimately held not to be obligated to indemnify the Servicer.
ARTICLE 12

ASSIGNMENT AND DELEGATION
SECTION 12.01.    Assignment and Delegation.
(a)    No party to this Agreement shall assign or delegate this Agreement or all or any part of its rights or obligations hereunder to any Person without the prior written consent of each of the other parties; provided, however, the foregoing provisions on assignment and delegation shall not limit the ability of the Servicer to contract with any Person, including any of its Affiliates, for Services in respect of Assets in accordance with Section 2.01(c) so long as the Servicer remains primarily liable for the performance of such Services; provided, further, that (x) the Servicer may assign substantially all of its obligations under this Agreement (subject to a Rating Agency Confirmation) so long as it will remain primarily liable for the performance of such obligations and (y) WEST may assign its rights hereunder to the Indenture Trustee pursuant to the Security Trust Agreement.
(b)    Without limiting the foregoing, any Person who shall become a successor (excluding any collateral assignment and any third party providers) by assignment or otherwise of any Person within the Serviced Group or the Servicer (or any of their respective successors) in accordance with this Section 12.01 shall be required as a condition to the effectiveness of any such assignment or other arrangement to become a party to this Agreement.
ARTICLE 13

MISCELLANEOUS


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SECTION 13.01.    Reasonable Efforts. In this Agreement the term “reasonable efforts” shall mean reasonable efforts under the commercial circumstances at the time.
SECTION 13.02.    Notices. All notices, demands, certificates, requests, directions, instructions and communications hereunder shall be in writing and in English and shall be effective (i) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (ii) one Business Day after delivery to an overnight courier, or (iii) on the date personally delivered to an authorized officer of the party to which sent, (iv) on the date transmitted by legible telecopier transmission with a confirmation of receipt, or (v) on the date transmitted by e-mail, in all cases addressed to the recipient as follows (or as set forth in the Indenture):
(a)    If to any Person within the Serviced Group, to:
Willis Engine Structured Trust V
c/o Wilmington Trust Company
Rodney Square North

Wilmington, Delaware 19890
Attention: Corporate Trust Administrator
Fax: (301) 651 -8882
with a copy to:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
Attention: General Counsel
Fax: (415) 408-4701
(b)    If to the Servicer or the Administrative Agent, to:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
Attention: General Counsel
Fax: (415) 408-4701
(c)    If to the Indenture Trustee, to:
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention: ABS Client Service – WES20A
Facsimile: (714) 247-6478


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E-mail: ronaldo.r.reyes@db.com
or to such other address as any party hereto shall from time to time designate in writing to the other parties.
In connection with the performance of their respective duties hereunder, each party may give notices, consents, directions, approvals, instructions and requests to, and otherwise communicate with, each other using electronic means, including email transmission to such email addresses as each such party shall designate to the other parties, and, if by electronic means to the Indenture Trustee, unless otherwise agreed by the applicable parties, delivered as a .PDF (Portable Document Format) or other attachment to email including a manual authorized signature on such attached notice, consent, direction, approval, instruction, request or other communication
SECTION 13.03.    Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
SECTION 13.04.    Jurisdiction. Each of the parties hereto agrees that the Supreme Court of the State of New York sitting in the Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to such New York State or, to the extent permitted by law, such U.S. federal court being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. Each of the parties hereto agrees that the process by which any suit, action or proceeding is begun in such New York State or U.S. federal court may be served on it by being delivered in connection with any such suit, action or proceeding directly to its address determined for such party pursuant to Section 13.02 or in the applicable Serviced Group Member Supplement or, in the case of any Serviced Group Member who does not have a place of business in the United States, (a) in the case of each such Serviced Group Member party to this Agreement on the date hereof, to Corporation Service Company, 1180 Avenue of the Americas, Suite 210, New York, NY 10036 as process agent thereof and (b) in the case of each such Serviced Group Member executing a Serviced Group Member Supplement to the Person named as the process agent of such party (each such process agent, a “Process Agent”) herein or in such Serviced Group Member Supplement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Agreement to the giving of any relief or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution


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against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.
SECTION 13.05.    Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 13.06.    Counterparts; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Each of the Indenture Trustee and the holders of the Notes are express third party beneficiaries of this Agreement, and, as such, the Indenture Trustee or the Controlling Party acting on behalf of the holders of the Notes (subject to the terms and conditions of the Indenture) shall have full power and authority to enforce the provisions of this Agreement against the parties hereto. No provision of this Agreement is intended to confer any rights or remedies hereunder upon any Person other than the Indenture Trustee and any holders of the Notes and the parties hereto.
SECTION 13.07.    Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.
SECTION 13.08.    Power of Attorney. Each Person within the Serviced Group shall appoint the Servicer and its successors, and its permitted designees and assigns, as their true and lawful attorney-in-fact. All Services to be performed and actions to be taken by the Servicer pursuant to this Agreement shall be performed for and on behalf of each Person within the Serviced Group. The Servicer shall be entitled to seek and obtain from each Person within the Serviced Group a power of attorney in respect of the execution of any specific action as the Servicer deems appropriate.
SECTION 13.09.    Restrictions on Disclosure. The Servicer agrees that it shall not, prior to the termination or expiration of this Agreement or within three (3) years after such termination or expiration, disclose to any Person any confidential or proprietary information, whether of a technical, financial, commercial or other nature, received directly or indirectly from any Person within the Serviced Group regarding the business of each Person within the Serviced Group or the Assets, except as authorized in writing by WEST, and except:
(a)    to representatives of the Servicer and any of its Affiliates in furtherance of the purpose of this Agreement provided that any such representatives shall have agreed to be bound by the restrictions on disclosure set forth in this Section 13.09;
(b)    to the extent required by Applicable Law or by judicial or administrative process, but in the event of proposed disclosure, the Servicer shall seek the assistance of WEST to protect information in which WEST has an interest to the maximum extent achievable;


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(c)    to the extent that the information:
(i)    was generally available in the public domain;
(ii)    was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to any Person within the Serviced Group;
(iii)    was disclosed to the general public with the approval of any Person within the Serviced Group;
(iv)    was in the files, records or knowledge of the Servicer or any of the Servicer’s Affiliates prior to initial disclosure thereof to the Servicer or any of the Servicer’s Affiliates by any Person within the Serviced Group;
(v)    was provided by any Person within the Serviced Group to the Servicer or any of the Servicer’s Affiliates without any express written (or, to the extent such information was provided in an oral communication, oral) restriction on use of or access to such information, and such information would not reasonably be expected to be confidential, proprietary or otherwise privileged; or
(vi)    was developed independently by the Servicer or any of the Servicer’s Affiliates; and
(d)    is reasonably deemed necessary by the Servicer to protect and enforce its rights and remedies under this Agreement; provided, however, that in such an event the Servicer shall act in a manner reasonably designed to prevent disclosure of such confidential information; and provided, further, that prior to disclosure of such information, the Servicer shall inform each Person within the Serviced Group of such disclosure.
SECTION 13.10.    Rights of Setoff. To the extent permitted by Applicable Law, the Servicer hereby waives any right it may have under Applicable Law to exercise any rights of setoff with respect to any assets it holds owned by, or money or monies it owes to, any Person within the Serviced Group pursuant to and in accordance with the terms and conditions of this Agreement.
SECTION 13.11.    Nonpetition. During the term of this Agreement and for one year and one day after payment in full of the Notes, none of the parties hereto or any Affiliate thereof will file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency, examinership or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against any Person within the Serviced Group thereof.
SECTION 13.12.    Severability. If any term or provision of this Agreement or the performance thereof shall to any extent be or become invalid or unenforceable, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provisions of this Agreement, and this Agreement shall continue to be valid and enforceable to the fullest extent permitted by law.


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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.

SECTION 13.13.    Amendments. This Agreement may not be terminated, amended, supplemented, waived or modified, except by an instrument in writing signed by WEST and the Servicer; provided that WEST may only terminate, amend, supplement, waive or modify this Agreement in accordance with Section 5.02(a) of the Indenture. No failure or delay of any party in exercising any power or right thereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
SECTION 13.14.    Asset Trustee Liability. It is understood and agreed that each Asset Trustee that becomes a party to this Agreement pursuant to a Serviced Group Member Supplement does so solely in its capacity as owner trustee under the relevant Asset Trust Agreement and that such Asset Trustee shall not be liable or accountable in its individual capacity in any circumstances whatsoever except for its own gross negligence or willful misconduct and as otherwise expressly provided in the such Asset Trust Agreement, all such individual liability being hereby waived, but otherwise shall be liable or accountable solely to the extent of the assets of the “Trust Estate” (as or howsoever defined in the relevant Asset Trust Agreement).
[Signature Pages Follow]




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IN WITNESS WHEREOF, this Agreement has been duly executed on the date first written above.
WILLIS ENGINE STRUCTURED TRUST V

By: /s/ Scott B. Flaherty                
Name: Scott B. Flaherty
Title: Controlling Trustee


 
- Signature Page -
Servicing Agreement
WEST V
 
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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.

WEST ENGINE ACQUISITION LLC

By: Willis Engine Stuctured V, as Manager

By: /s/ Scott B. Flaherty                
Name: Scott B. Flaherty
Title: Controlling Trustee

 
- Signature Page -
Servicing Agreement
WEST V
 
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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.

WEST V ENGINES (IRELAND) LIMITED
By: /s/ Dan J. Coulcher                
Name: Dan J. Coulcher
Title:    Director



 
- Signature Page -
Servicing Agreement
WEST V
 
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WEST II FRANCE (TO BE RENAMED WEST V FRANCE)

By: Dean M. Poulakidas                
Name: Dean M. Poulakidas
Title: Manager


 
- Signature Page -
Servicing Agreement
WEST V
 
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U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as owner trustee of each trust named below
By: /s/ Brian W. Kozack                
Name: Brian W. Kozack
Title:     Vice President

Trusts:

Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]



 
- Signature Page -
Servicing Agreement
WEST V
 
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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.

WILLIS LEASE FINANCE CORPORATION,
as Servicer and Administrative Agent
By:
/s/ Dean M. Poulakidas    
Name: Dean M. Poulakidas
Title: Senior Vice President

 
- Signature Page -
Servicing Agreement
WEST V
 
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APPENDIX A

DEFINITIONS
Administrative Agent Event of Default” means the occurrence of one of the events set forth in Section 8.02(d) of the Administrative Agency Agreement.
After-Tax Basis” means on a basis such that any payment received, deemed to have been received or receivable by any Person shall, if necessary, be supplemented by a further payment to that Person so that the sum of the two payments shall, after deduction of all U.S. federal, state, local or foreign Taxes and other charges resulting from the receipt (actual or constructive) or accrual of such payments imposed by or under any U.S. federal, state, local or other foreign law or Governmental Authority (after taking into account any current deduction to which such Person shall be entitled with respect to the amount that gave rise to the underlying payment), be equal to the payment received, deemed to have been received or receivable.
Agreement” has the meaning assigned to such term in the preamble hereof.
Asset Documents” means all Leases and related documents and other contracts and agreements of any Person within the Serviced Group the terms of which relate to or affect any of the Assets.
Asset Expenses” has the meaning assigned to such term in Section 9.04(b)(i) of this Agreement.
Asset Expenses Budget” has the meaning assigned to such term in Section 7.05(a)(B) of this Agreement.
Assets” means all Airframes and Engines and related lease interests owned by any Person within the Serviced Group as of the Initial Closing Date or, in the case of any Asset acquired by any Person within the Serviced Group after the Initial Closing Date, including any Replacement Assets, as of the applicable Delivery Date; provided, however, that Assets shall not include any Asset (x) that shall have ceased to be an Asset pursuant to this Agreement, or (y) in respect of which the Servicer, WEST or the Noteholders shall have terminated the Servicer’s obligation to provide Services in accordance with Article 10 of this Agreement.
Assigned Leases” has the meaning assigned to such term in Section 2.01 of the Security Trust Agreement.
Bank Accounts” has the meaning assigned to such term in Section 6.01(b) of Schedule 2.02(a) to this Agreement.
Board”, with respect to any Person, means the board of directors, board of managers or board of trustees, as applicable, of such Person.
Budgets” has the meaning assigned to such term in Section 7.05(a) of this Agreement.

[**] = 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.

Cape Town Convention” means the Convention on International Interests in Mobile Equipment and its Protocol on Matters Specific to Aircraft Equipment, concluded in Cape Town on 16 November 2001.
Consolidated Interest” shall mean with respect to Willis and its Subsidiaries as of the last day of any fiscal period, the sum of all interest, fees, charges and related expenses (in each case as such expenses are calculated according to GAAP) paid or payable (without duplication) for that fiscal period to a lender in connection with borrowed money (including net payment obligations pursuant to Interest Rate Protection Agreements and any obligations for fees, charges and related expenses payable to the issuer of any letter of credit) or the deferred purchase price of assets that are considered “interest expense” under GAAP; provided that “Consolidated Interest” shall not include any gains or losses resulting from changes in the fair market value of derivative instruments (within the meaning of SFAS 133).
EBITDA” means, with respect to any fiscal period for Willis, the sum of (a) Net Income for that period, plus (b) any extraordinary loss reflected in such Net Income, minus (c) any extraordinary gain reflected in such Net Income, plus (d) interest expense of Willis and its Subsidiaries for that period, including net payment obligations pursuant to Interest Rate Protection Agreements plus (e) the aggregate amount of federal and state taxes on or measured by income of Willis and its Subsidiaries for that period (whether or not payable during that period), minus (f) the aggregate amount of federal and state credits against taxes on or measured by income of such Willis and its Subsidiaries for that period (whether or not usable during that period), plus (g) depreciation and amortization of Willis and its Subsidiaries for that period and any write-downs of aircraft or Aircraft Engines owned by Willis and its Subsidiaries, in each case as determined in accordance with GAAP, consistently applied; provided that “EBITDA” shall not include any gains or losses resulting from changes in the fair market value of derivative instruments (within the meaning of SFAS 133).
Effectiveness Date” has the meaning assigned to such term in Section 10.02(c)(ii) of this Agreement.
Existing Accounts” has the meaning assigned to such term in Section 6.01(a) of Schedule 2.02(a) to this Agreement.
Fiscal Quarter” means any of the quarterly accounting periods of Willis, specifically ending March 31, June 30, September 30, and December 31 of each year.
Forecast” has the meaning assigned to such term in Section 8.01(c) of Schedule 2.02(a) to this Agreement.
Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied, provided that if GAAP shall change from the basis used by Willis in calculating EBITDA on or before the date of this Agreement, EBITDA shall be calculated based upon GAAP as in effect on the date of this Agreement.


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Governmental Authority” means any court, administrative agency or commission or other governmental agency or instrumentality (or any officer or representative thereof) domestic, foreign or international, of competent jurisdiction including the European Union.
Indenture” means the Amended and Restated Trust Indenture dated as of the Initial Closing Date, among, inter alia, WEST and the Indenture Trustee, and each successor indenture, if any, thereto (as such indenture may be amended, restated, supplemented or otherwise modified from time to time).
Initial Budgets” has the meaning assigned to such term in Section 7.05(a) of this Agreement.
Initial Period” has the meaning assigned to such term in Section 7.05(a) of this Agreement.
Interest Rate Protection Agreement” means a written agreement providing for “swap“, “cap“, “collar” or other interest rate protection with respect to any Indebtedness.
International Interest” has the meaning given to such term in the Cape Town Convention.
International Registry” means the registry established pursuant to the Cape Town Convention.
Loss” means any and all damage, loss, liability and expense (including reasonable legal fees, expenses and related charges and costs of investigation); provided, however, that the term “Loss” shall not include any indemnified party’s management time or overhead expenses or any income taxes payable in respect of fees paid or payable.
Monthly Payment Period” has the meaning assigned to such term in Section 6.02(a) of Schedule 2.02(a) to this Agreement.
Net Income” means, with respect to any fiscal period, the consolidated net income (or loss) of Willis and its Subsidiaries attributable to common shareholders for that period (after taxes), determined in accordance with GAAP, consistently applied, provided that “Net Income” shall not take into account gains or losses resulting from changes in the fair market value of derivative instruments (within the meaning of SFAS 133).
New Accounts” has the meaning assigned to such term in Section 6.01(b) of Schedule 2.02(a) to this Agreement.
Notes Offering” has the meaning assigned to such term in Section 5.05 of this Agreement.
Notice Recipients” has the meaning assigned to such term in Section 10.02(c)(i) of this Agreement.


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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.

Officer’s Certificate” means, as to any trust, a certificate of a trustee or an officer of the trustee of such trust; and as to any other Person, a certificate of an officer, director or manager of such Person.
One Year Period” has the meaning assigned to such term in Section 7.05(a) of this Agreement.
Operating Budget” has the meaning assigned to such term in Section 7.05(a)(A) of this Agreement.
Other Assets” has the meaning assigned to such term in Section 3.02(a) of this Agreement.
Overhead Expenses” has the meaning assigned to such term in Section 9.04(a) of this Agreement.
Prospective International Interest” has the meaning given to such term in the Cape Town Convention.
Rent Based Fee” has the meaning assigned to such term in Section 9.01 of this Agreement.
Replacement Servicer” means a replacement servicer to perform some or all of the Services under this Agreement formerly performed by the Servicer, which is appointed in accordance with Section 10.03(c) of this Agreement.
Security Trust Agreement” means the Amended and Restated Security Trust Agreement dated as of the Initial Closing Date among, inter alios, WEST, the Security Trustee and the other parties thereto.
Serviced Group Member Supplement” means an agreement substantially in the form of Exhibit B to the Servicing Agreement.
Servicer Conflicts Standard” has the meaning assigned to such terms in Section 3.02(b) of this Agreement.
Standard of Care” has the meaning assigned to such term in Section 3.01 of this Agreement.
Serviced Group” means WEST and each Issuer Subsidiary that is a signatory to this Agreement or becomes a party to the Servicing Agreement from time to time pursuant to a Serviced Group Member Supplement (but only for so long as such Issuer Subsidiary remains a party hereto).
Servicer Report” means a report that the Servicer is required to provide to WEST pursuant to Sections 8.01 and 8.02 of Schedule 2.02(a) to this Agreement.


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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.

Servicer Termination Event” means any event listed in Section 10.02(b).
Services” has the meaning assigned to such term in Section 2.02(a) of this Agreement.
Servicing Fees” has the meaning assigned to such term in Section 9.01 of this Agreement.
SFAS 133” means the Statement of Financial Account Standards 133, as issued by the Financial Accounting Standards Board.
Standard of Liability” has the meaning assigned to such term in Section 3.03 of this Agreement.
Termination Notice” has the meaning assigned to such term in Section 10.02(c)(i) of this Agreement.
Third Party Claim” means a claim by a third party arising out of a matter for which an indemnified party is entitled to be indemnified pursuant to Article 11 of this Agreement.
Transaction Approval Requirements” has the meaning assigned to such term in Section 7.06(d) of this Agreement.
WEST” has the meaning assigned to such term in the preamble to this Agreement.
WEST’s broker” has the meaning assigned to such term in Section 1.03(i) of Schedule 2.02(a) to this Agreement.
WEST Liabilities” means any obligations or liabilities of each Person within the Serviced Group (whether accrued, absolute, contingent, unasserted, known or unknown or otherwise).
Year” means each twelve month period commencing on January 1 and ending on December 31.




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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.

SCHEDULE 2.02(a)

ASSET SERVICES
This Schedule 2.02(a) is a part of, and shall be incorporated into the Servicing Agreement to which this Schedule 2.02(a) is attached (the “Agreement”). The provision of the Services set forth in this Schedule 2.02(a) will be subject in all cases to such approval as may be required or such limitations as may be imposed pursuant to Section 7.06 of the Agreement and the provisions of this Schedule 2.02(a) shall be deemed to be so qualified.
Unless otherwise defined herein, all capitalized terms used in this Schedule 2.02(a) have the meanings assigned to such terms in the Indenture.
ARTICLE 1
LEASE SERVICES
SECTION 1.01.    Collections and Disbursements. In connection with each Lease of an Asset under which any Person within the Serviced Group is the lessor, the Servicer will:
(a)    invoice the Lessee (if contemplated by the applicable Lease) or otherwise arrange, on behalf of such Person, for all payments due from the Lessee, including Rental Payments, late payment charges and any payments in respect of Taxes and other payments (including technical, engineering, transportation, insurance and other charges) due under the relevant Lease, direct the Lessee to make such payments to such accounts as are required pursuant to the Indenture and take reasonable steps to enforce the rights and remedies of the Lessor under the Lease in the event of a nonpayment by the relevant due date;
(b)    review from time to time, as deemed necessary by the Servicer, the level of Usage Fees and other amounts payable under a Lease (to the extent that such Usage Fees and other amounts may be adjusted under the Lease) and propose to the relevant Lessee or make such adjustments to the Usage Fees and other amounts as are required or that the terms of the relevant Lease and practices that the Servicer believes are prevalent in the aircraft or Aircraft Engine operating lease market, as applicable;
(c)    maintain appropriate records regarding payments under the Leases;
(d)    subject to the terms of any applicable Asset Document, take such actions as are necessary to apply any payment of any type received from any Lessee on a basis consistent with the terms of such Asset Document, including at the direction of such Lessee to the extent authorized by such Asset Document or as otherwise reasonably determined by the Servicer, and, to the extent that any such payments are made to an account other than the account to which such payment should have been directed pursuant to such terms or direction, to take such further actions as are necessary to give effect to such terms or direction, as applicable; and
(e)    provide or arrange for the safekeeping and recording of any letters of credit, guarantees or other credit support (other than cash and cash equivalents) held as part of security


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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.

deposits or Usage Fees and the timely renewal or drawing on or disbursement thereof as provided under the applicable Asset Document or otherwise in accordance with Section 1.06 of this Schedule 2.02(a).
SECTION 1.02.    Maintenance. The Servicer will perform the following technical services relating to the maintenance of the Assets:
(a)    Monitor or arrange for the monitoring of, by technical consultants selected by the Servicer, the performance of maintenance obligations by Lessees under all Leases relating to the Assets by including the Assets in the Servicer’s technical audit program (which shall include, if deemed necessary based on the reasonable determination of the Servicer, inspection of each Asset and maintenance of a record of all written reports generated in connection with such inspections) consistent with practices employed from time to time by the Servicer and its Affiliates with respect to their own aircraft and Aircraft Engines;
(b)    Monitor and document the monthly usage of each Asset reported by the Lessee in accordance with the Asset Documents and provide a combined report of such usage to WEST, if requested;
(c)    [reserved];
(d)    In connection with a termination or expiration of a Lease of an Asset under which any Person within the Serviced Group is the lessor:
(i)    arrange for the appropriate technical inspection of such Asset for the purpose of determining if the re-delivery conditions under the Lease have been satisfied;
(ii)    maintain a record of the return acceptance certificate and related written materials normally received and retained or generated by the Servicer in connection with such inspection and provide reasonable access to such certificates and written materials to the relevant Person within the Serviced Group;
(iii)    on the basis of the final inspection and available records, determine whether the Lessee has complied with the return condition and maintenance requirements of the applicable Lease;
(iv)    (A) determine whether the Lessee has satisfied the re-delivery conditions applicable to the Asset specified in the Lease and negotiate any modifications, repairs, refurbishments, inspections or overhauls to or compromises of such conditions that the Servicer deems reasonably necessary or appropriate, (B) negotiate and agree on any financial payment due from the Lessee or from the Lessor under the terms of the Lease; (C) determine the application of any available security deposits, Usage Fees or other payments under the Lease and (D) maintain a record of the satisfaction of such conditions and accept redelivery of the Asset; and


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(v)    determine the need for and procure any maintenance or refurbishment of the Asset upon redelivery, including compliance with applicable airworthiness directives, service bulletins and other modifications in all cases which the Servicer may deem reasonably necessary or appropriate for the marketing of the Asset consistent with its own practice with respect to its own aircraft and Aircraft Engines;
(e)    Consider and, to the extent the Servicer deems reasonably necessary or appropriate, approve any Lessee-originated modification (including, any such modification in compliance with applicable airworthiness directives, service bulletins and other modifications specified by an aircraft or an Aircraft Engine manufacturer) to any Asset submitted by any Lessee:
(i)    to the extent authorized by the terms of the relevant Lease; or
(ii)    which the Servicer reasonably determines would not result in a material diminution in value of the Asset;
(f)    Estimate the amount (if any) WEST is obliged to contribute pursuant to the provisions of a Lease (taking into account the amount of Usage Fees available with respect to such Lease and the receivables position of the related Lessee) to maintenance work performed, the cost of complying with any modification requirements, airworthiness directives and similar requirements;
(g)    Arrange appropriate storage and any required on-going maintenance of any Asset, at the expense of WEST, following termination of a Lease or any re-lease and redelivery of the Asset thereunder and prior to delivery of such Asset to a new lessee or purchaser, consistent with the Servicer’s own practice with respect to its own aircraft and Aircraft Engines; and
(h)    Determine the aggregate amount of the Maintenance and Modification Expenses that are due and payable on each Payment Date or reasonably expected by the Servicer to become due and payable before the next succeeding Payment Date and the Projected Maintenance Costs (as defined in the Indenture) for such Payment Date and the next five succeeding Payment Dates. The Servicer shall adjust the Maintenance Required Amount for each successive Payment Date, taking into account additional information as to actual and Projected Maintenance Costs and may re-allocate the accrual of Projected Maintenance Costs among such Payment Date and the next five succeeding Payment Dates.
The Servicer shall generally provide the technical/maintenance advisory services set forth in this Section 1.02 of this Schedule 2.02(a) through the use of its own staff, consistent with the Servicer’s own practice with respect to its own aircraft and Aircraft Engines; provided that it shall utilize third parties to provide such technical/maintenance services where it shall deem appropriate as its own expense with regard to its normal business practices.
SECTION 1.03.    Insurance. (a) The Servicer will provide the following insurance services:


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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.

(i)    assist WEST in the appointment of an independent insurance broker to act for WEST (“WEST’s broker”), which broker may also be the broker to the Servicer;
(ii)    negotiate the insurance provisions of any proposed Lease or other agreement affecting any of the Assets, with such provisions to include such minimum coverage amounts with respect to hull and liability insurance as are consistent with the Servicer’s commercially reasonable practice with respect to its own aircraft and Aircraft Engines with any differences in such amounts to be notified to WEST by the Servicer;
(iii)    monitor the performance of the obligations of Lessees relating to insurance under Leases of any Assets and ensure that appropriate evidence of insurance exists with respect to any Asset and insurance and evidence of insurance is appropriately provided by maintenance facilities providing maintenance work on such Asset paid for by the Servicer;
(iv)    to the extent hull and liability insurance is not maintained by any Lessee, assist in arranging, through WEST’s broker, a group aviation insurance program covering the Assets (it being understood that any savings resulting from a group policy covering both Assets and Other Assets shall be shared pro rata based on the Adjusted Appraised Value of the Assets and the net book value of the Other Assets, as determined on a basis consistent with the determination of Adjusted Appraised Value), with such minimum coverage amounts with respect to hull and liability insurance as are consistent with the Servicer’s commercially reasonable practice with respect to its own aircraft and Aircraft Engines with any differences in such amounts to be notified in writing to WEST and the Indenture Trustee by the Servicer;
(v)    arrange, through WEST’s broker, at the expense and written direction of WEST, such political risk insurance for Assets habitually based or registered in those countries in a list to be determined from time to time by WEST and such other insurance related thereto from the sources and with such minimum coverage amounts with respect to hull insurance as are consistent with the Servicer’s commercially reasonable practice with respect to its own aircraft and Aircraft Engines with any differences in such amounts and the amounts set forth in Section 5.03(f) of the Indenture to be notified to WEST by the Servicer;
(vi)    the Servicer will maintain at all times through WEST’s broker, at the direction and expense of WEST, contingent insurance coverage, with such minimum coverage amounts with respect to hull and liability insurance as are set forth in Section 5.03(f) of the Indenture, except as notified to WEST by the Servicer;
(vii)    advise WEST of any settlement offers received by the Servicer from a Lessee or its insurer with respect to any claim of damage or loss, including a Total Loss, of an Asset and provide WEST with copies of all relevant documentation related thereto and such other additional information and advice from the Lessee’s or the insurer’s agents, brokers or adjusters as WEST may reasonably request; and


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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.

(viii)    unless WEST notifies the Servicer within five (5) Business Days after WEST is advised of any settlement offer in accordance with clause (vii) that WEST will itself negotiate the settlement offer, the Servicer shall be authorized to accept or continue to negotiate such settlement offer or such advisement and, upon acceptance of a settlement offer, to forward to WEST’s broker the appropriate documentation, including releases and any indemnities required in connection with such releases, to give effect to such settlement offer and procure the execution of such documentation by WEST;
provided, however, that, in each case where insurance is to be obtained by the Servicer through WEST’s broker, such insurance is reasonably available in the relevant insurance market using reasonable sourcing techniques consistent with the techniques for the Servicer’s then current practice for obtaining such insurance. Any decision or action implemented by or on behalf of WEST as a result of the insurance services provided by the Servicer is solely the decision of WEST. The foregoing provisions shall apply to any arrangements in which Persons other than Lessees have possession of, or insurance responsibility for, an Asset.
(b)    The Servicer shall provide to WEST such periodic reports regarding insurance matters relating to the Assets as the Servicer shall generate internally or deliver to WEST’s broker from time to time or as WEST shall request.
(c)    All insurance provided under this Section 1.03 shall include a provision naming the Indenture Trustee as, in the case of property insurance, loss payee and, in the case of liability insurance, additional insured. The Servicer shall use commercially reasonable efforts to continue to have the Indenture Trustee named as an additional insured on all liability insurance of the purchaser of any Asset for a period of two years following the disposition of such Asset. All insurance provided under this Section 1.03 shall indicate that (x) the proceeds are payable to the Indenture Trustee notwithstanding any action, inaction or breach of representation or warranty by the insured, (y) there shall be no recourse against any Noteholder or the Indenture Trustee for payment of premiums or other amounts with respect to such insurance, and (z) at least 30 days’ prior written notice of cancellation, lapse or material change in coverage be given to the Indenture Trustee by the insurer and that the Indenture Trustee or the Noteholders shall have the right to pay any unpaid premium thereunder. As soon as available (but not later than the related Delivery Date or renewal or replacement dates), the Servicer shall provide WEST and the Indenture Trustee to a certificate of insurance consistent with the requirements of this Section 1.03.
Notwithstanding this Section 1.03 or any other provision of this Agreement, the Servicer shall not provide, and shall not be required to provide, under any term of this Agreement or otherwise, any service that may be considered to be the carrying on of “insurance mediation” in Ireland for the purposes of the Irish European Communities (Insurance Mediation) Regulations 2005, as same may be amended or replaced from time to time. For the avoidance of doubt, “insurance mediation” means any activity involved in proposing or undertaking preparatory work for entering into insurance contracts, or of assisting in the administration and


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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.

performance of insurance contracts that have been entered into (including dealing with claims under insurance contracts).
SECTION 1.04.    Administration. The Servicer is authorized to and shall administer each Lease in accordance with its terms and as otherwise specifically addressed herein.
SECTION 1.05.    Necessary Filings. On or about the time when any Person within the Serviced Group enters into a Future Lease, the Servicer shall make the necessary filings, if any, and obtain the necessary opinions, if any, required by Section 3.06 of the Security Trust Agreement.
SECTION 1.06.    Enforcement. The Servicer is authorized to and shall take reasonable steps to enforce the rights and remedies of the Lessor under each Lease and under any agreements ancillary thereto delivered by WEST to the Servicer (including any guarantees of the obligations of the Lessee) in order to cause the Lessee and any other party (other than the Servicer or WEST) under such Lease to perform their respective obligations owed to the Lessor by such Lessee and such other parties under such Lease and under such ancillary agreements. Following any default by a Lessee under the applicable Lease, the Servicer will provide notice thereof to the Controlling Trustees and will take all steps as it deems reasonably necessary or appropriate to preserve and enforce the rights of the Lessor under the applicable Lease and the Security Trustee, including entering into negotiations with such Lessee with respect to the restructuring of such Lease or declaration of an event of default under the applicable Lease, drawing on or making disbursement or application of any security deposits, Usage Fees or any letters of credit, guarantees or other credit support thereunder, voluntary or involuntary termination of the Lease and repossession of the Asset that is the subject of the Lease, and pursuing such legal action with respect thereto as the Servicer deems reasonably necessary or appropriate. The Servicer shall be authorized to apply any security deposit available under a Lease, if provided therefor in the Lease or permitted by Applicable Law, to the obligations of the Lessee under such Lease and to direct the Indenture Trustee to transfer or liquidate the relevant security deposit for such purpose.
SECTION 1.07.    Lease Modifications. (a) The Servicer shall be authorized to make such amendments and modifications to any Lease as it shall deem reasonably necessary or appropriate; provided, however, that such amendment or modification shall require the approval of WEST pursuant to Section 7.06 of the Agreement if the provisions of such amendment or modification, were they to be included in a new Lease to be entered into after the date hereof, would, on their own, cause the entering into of such new Lease to require the approval of WEST pursuant to Section 7.06(a)(ii) of the Agreement. Such amendments or modifications may be made without regard to whether there is a default by the Lessee or other party under or with respect to any such Lease.
(a)    The Servicer may waive overdue interest due from any Lessee under any Lease on any default in payment of rent, Usage Fees or other amounts due thereunder.
SECTION 1.08.    Options and Other Rights.


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(a)    The Servicer shall take such action as it shall deem reasonably necessary or appropriate with respect to the exercise by any Lessee of any option or right affecting any Asset according to the terms of the related Asset Document; and
(b)    The Servicer is authorized to take such action as it shall deem reasonably necessary or appropriate with the approval of WEST if so required by Section 7.06 or any other Person in the Serviced Group or, if time is of the essence, without such approval, with respect to the exercise on behalf of any Person within the Serviced Group of any right or option that any Person within the Serviced Group may have with respect to any of the Assets provided that such exercise is in accordance with the terms of the relevant Asset Document.
SECTION 1.09.    Lessee Solicitations. Upon WEST’s request, with respect to the Assets, the Servicer shall on behalf of the Lessor use commercially reasonable efforts to obtain at such times as the Servicer shall deem reasonably necessary or as required pursuant to the terms of this Agreement, Lessee consents, novations, assignments, amendments and related documentation (including insurance certificates, title transfer documents, assignment of warranties and legal opinions) and the issue (or reissue) or amendment of letters of credit, guarantees and related documentation.
SECTION 1.10.    Other Lease Services. To the extent not otherwise provided herein, the Servicer shall use commercially reasonable efforts to cause the Lessors to perform their obligations under the Leases.
ARTICLE 2

COMPLIANCE WITH COVENANTS
SECTION 2.01.    Compliance Generally. The Servicer shall take such actions as it shall deem reasonably necessary or appropriate to keep each Person within the Serviced Group in compliance with their obligations and covenants under the Indenture solely to the extent that such obligations and covenants specifically relate to the status, insurance, maintenance or operation of the relevant Asset and at the cost of WEST; provided, however, that the foregoing shall only apply to any Indenture covenants that are set forth in full in the copy of the Indenture delivered by WEST to the Servicer and to any amendments, supplements and waivers thereto that are so delivered to the Servicer, in each case certified by WEST to be true, correct and complete.
SECTION 2.02.    International Interests.
(a)    In connection with the obligation of any Person within the Serviced Group under the Security Trust Agreement to register at the International Registry any International Interest (or Prospective International Interest) provided for under any Lease of an Asset, the Servicer’s sole responsibility in respect thereof shall be to direct the International Registry administrator of the applicable Person within the Serviced Group that is lessor under such Lease to register such International Interest with the International Registry and seek the consent of the Lessee to such registration.


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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.

(b)    In connection with the obligation of any Person within the Serviced Group under the Security Trust Agreement to register the assignment to the Security Trustee of any International Interest (or Prospective International Interest) provided for under any Lease of an Asset, the Servicer’s sole responsibility in respect thereof shall be to, upon request by the Security Trustee, direct the International Registry administrator of the applicable Person within the Serviced Group that is lessor under such Lease to consent to the registration of the assignment in favor of the Security Trustee of any International Interest (or Prospective International Interest) that has been registered with the International Registry in respect of such Lease and is then held by such lessor, and request the consent of the lessee under such Assigned Lease to such assignment (which consent may be set forth in the Assigned Lease).
(c)    In connection with the obligation of any Person within the Serviced Group under the Security Trust Agreement to register any contract of sale with respect to an Asset, the Servicer’s sole responsibility in respect thereof shall be to direct the International Registry administrator of the applicable Person within the Serviced Group that is a party to such contract of sale to register such contract of sale with the International Registry and seek the consent of the other party to such contract of sale to such registration.
(d)    In connection with the obligation of any Person within the Serviced Group under the Security Trust Agreement to register any International Interest created under a Security Trust Agreement in an Asset, the Servicer’s sole responsibility in respect thereof shall be to, upon request by the Security Trustee, direct the International Registry administrator of the applicable Person within the Serviced Group that is owner of such Asset to consent to the registration in favor of the Security Trustee of such International Interest with the International Registry.
SECTION 2.03.    Certain Matters Relating to Concentration Limits.
(a)    Concentration Limits Generally. The Servicer shall comply with the Concentration Limits and shall promptly inform WEST of any proposed transaction that it determines may result in such Concentration Limits being exceeded beyond the Concentration Variance Limits provisions of the Indenture, and WEST shall promptly provide to the Servicer any information that the Servicer may reasonably require in connection with such Concentration Limits in order to comply with the provisions of this Section 2.03 of this Schedule 2.02(a). The Servicer shall not enter into any such transaction other than pursuant to the terms of Section 2.02(b) above.
(b)    Directions to Servicer. The Servicer shall not enter into any transaction with respect to which it has provided notice pursuant to Section 2.03(a) of this Schedule 2.02(a) until WEST has provided a written certification to the Servicer to the effect that such transaction will not result in any violation of the Concentration Limits (or that such violation has been waived or is curable within the time permitted by the Indenture) and the Servicer shall be entitled to rely upon such certification for all purposes of the Agreement and this Schedule 2.02(a); provided that if the Servicer has not received such written certification within five (5) Business Days of notification by the Servicer to WEST, the Servicer shall not enter into any such transaction.


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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.

ARTICLE 3

LEASE MARKETING AND NEGOTIATION
SECTION 3.01.    Lease Marketing. (a) The Servicer shall provide and perform lease marketing services with respect to the Assets and in connection therewith and is authorized to negotiate and enter into any commitment for a Lease of an Asset on behalf of and (through the power of attorney) in the name of the relevant Person within the Serviced Group.
(a)    The Servicer shall negotiate any commitment for a Lease of an Asset in a manner consistent with the practices employed by the Servicer with respect to its aircraft and Aircraft Engine operating leasing services business generally and shall use the Pro Forma Lease, on behalf of any Person within the Serviced Group as a starting point in the negotiation of Future Leases, provided that, with respect to any Future Lease entered into in connection with (x) the renewal or extension of a Lease, (y) the leasing of an Asset to a Person that is or was a Lessee under a pre-existing Lease or (z) the leasing of an Asset to a Person that is or was a Lessee under an operating lease of an aircraft or an engine that is being managed or serviced by the Servicer, a form of lease substantially similar to such pre-existing Lease or operating lease, as the case may be, may, in lieu of the Pro Forma Lease, be used by it, on behalf of any Person within the Serviced Group as a starting point in the negotiation of such Future Lease. Subject to Section (c) of this Section 3.01 of this Schedule 2.02(a) and to the approval requirements of Section 7.06 hereof, the Servicer is authorized to execute and deliver binding leases and related agreements on behalf of the relevant Person within the Serviced Group based on the foregoing procedures. Following the execution and delivery of any Lease with respect to any Asset, the Servicer shall deliver a copy of the executed Lease, together with a copy thereof marked to reflect changes from the Pro Forma Lease or the Precedent Lease, as applicable, to WEST within 25 Business Days of such execution and delivery (it being understood that in any event, such executed (and marked) Leases shall be delivered in such a manner so as not to materially adversely impair WEST’s ability to satisfy its obligations with respect to the Core Lease Provisions of the Indenture.
(b)    The Servicer shall be authorized to agree to such changes, additions and deletions in any Pro Forma Lease or Precedent Lease being used as the basis of negotiations with a Lessee for a Future Lease as it shall deem necessary and desirable in the context of such negotiation, provided that the form of the Future Lease, as agreed with a Lessee, shall comply with the Core Lease Provisions of the Indenture. The Servicer also shall be authorized to make such changes to the Pro Forma Lease as it shall deem necessary or appropriate from time to time to conform to current marketing practices or standards or for any other reason, provided that any such Pro Forma Lease, as so changed, shall comply with the Core Lease Provisions in the Indenture.
(c)    The Servicer shall deliver any Asset pursuant to the terms of the documentation of the Lease of such Asset, including upon an extension of such Lease.
(d)    The Servicer shall generally provide the marketing services set forth in this Section 3.01 through the use of its own marketing staff where it shall deem appropriate and shall utilize third parties to provide such marketing services where it shall deem appropriate (it being


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understood that while the obligations set forth in this Section 3.01 are, to the extent possible, generally anticipated to be discharged by the Servicer without resorting to third party service providers, the Servicer retains the flexibility to engage third party service providers as it determines in its sole discretion to be appropriate).
ARTICLE 4

PURCHASES AND SALES OF ASSETS
SECTION 4.01.    Sales of Assets. (a) The Servicer shall provide and perform sales services with respect to the Assets at, and on a basis consistent with, the written direction from time to time of WEST, and, in connection therewith, is authorized to enter into any non-binding commitment for a sale of an Asset or any commitment for sale of an Asset subject to WEST approval and in compliance with Section 5.02(p) of the Indenture, in each case on behalf of and (through a power of attorney) in the name of the relevant Person within the Serviced Group; provided, however, that, except as otherwise required in accordance with the terms of a Lease (including the replacement of an Engine by a Lessee in accordance with the terms of a Lease), the Servicer shall not consummate any sale of any Assets or enter into any binding agreement to sell any Assets without obtaining the approval of WEST pursuant to Section 7.06 of the Agreement and in compliance with Section 5.02(p) of the Indenture.
(a)    The Servicer shall negotiate documentation of any sale and, subject to Section 4.01(a) of this Schedule 2.02(a) and the approval requirements of Section 7.06 of the Agreement, is authorized to execute and deliver binding agreements on behalf and (through a power of attorney) in the name of the relevant Person within the Serviced Group.
(b)    The Servicer shall deliver any Asset pursuant to the terms of the documentation of the sale.
SECTION 4.02.    Purchases of Assets and Parts. (a) The Servicer shall provide and perform services with respect to the purchase of Assets or parts for Airframes and Engines at, and on a basis consistent with, the written direction from time to time of WEST, and, in connection therewith, is authorized to enter into any non-binding commitment for a purchase of an Asset or parts for Airframes and Engines or any commitment for a purchase of an Asset or parts for Airframes and Engines subject to WEST approval and in compliance with Section 5.02(q) of the Indenture, in each case on behalf of and (through a power of attorney) in the name of the relevant Person within the Serviced Group; provided, however, that, except as otherwise required in accordance with the terms of a Lease (including the replacement of an Engine by a Lessee in accordance with the terms of a Lease) and as otherwise provided in Section 4.02(b) and (c), the Servicer shall not consummate any purchase of any Assets or parts or enter into any binding agreement to purchase any Assets or parts without obtaining the approval of WEST pursuant to Section 7.06 of the Agreement and in compliance with Section 5.02(q) of the Indenture.
(a)    Notwithstanding any other provision in Section 7.06 of the Agreement to the contrary, the Servicer shall be permitted to purchase, sell or exchange on behalf of WEST any


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part or component relating to an Asset or spare parts or ancillary equipment or devices furnished with an Asset at such times and on such terms and conditions as the Servicer deems reasonably necessary or appropriate in connection with its performance of the Services.
(b)    Notwithstanding any other provision in Section 7.06 of the Agreement to the contrary, the Servicer shall be permitted to purchase, sell or exchange on behalf of WEST any Asset to the extent authorized by the then applicable Budgets or as part of a Replacement Exchange but in any event in accordance with Section 5.02(p) of the Indenture.
(c)    The Servicer shall negotiate documentation of any purchase and, subject to Section 4.02(a) of this Schedule 2.02(a) and the approval requirements of Section 7.06 of the Agreement, is authorized to execute and deliver binding agreements on behalf and (through a power of attorney) in the name of the relevant Person within the Serviced Group. Any purchase of Assets pursuant to this Section 4.02 may take the form of the purchase of an Asset Trust.
(d)    The Servicer shall arrange for the delivery of any Asset being purchased by any Person within the Serviced Group pursuant to the terms of the documentation of the purchase, the Indenture and the Security Trust Agreement. In connection with any such delivery, the Servicer shall make the necessary filings and obtain the necessary opinions required by Section 3.06 of the Security Trust Agreement.
ARTICLE 5

MARKET AND OTHER RESEARCH
SECTION 5.01.    Appraisals. From time to time, and not more than annually, WEST may obtain current or projected appraisals of the Assets from any one or more Appraiser and the Servicer shall, upon request, provide such information and assistance relating to such appraisal services with respect to the Assets as shall be reasonably necessary or appropriate in connection with such appraisals.
SECTION 5.02.    Regulatory Changes. The Servicer shall (a) monitor regulatory developments applicable to Aircraft Engines and (so long as there are any Assets that are Airframes, applicable to aircraft) and the Aircraft Engine operating leasing industry and, if applicable, the aircraft operating leasing industry, (b) advise WEST on a timely basis in summary form of such information regarding legal and regulatory material changes and developments with respect to each Asset (which changes or developments occur after the relevant Delivery Date) of which the Servicer has knowledge, but only if the Servicer reasonably determines that such legal or regulatory developments are applicable to the Assets, and (c) take such action as may be necessary or appropriate to comply therewith.
SECTION 5.03.    Market Research. The Servicer shall provide reasonable face to face or telephone access to executives, officers and employees of the Servicer as reasonably requested by WEST in order to confer with such executives, officers and employees regarding the market information of which any such person is aware with respect to commercial aviation demand in terms of traffic growth, new aircraft and Aircraft Engine requirements and other information


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[**] = 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 to the long-term planning of each Person within the Serviced Group with respect to Leases, purchases and sales, market conditions, industry trends and the Assets, provided that the Servicer shall not be obligated to disclose any confidential information.
SECTION 5.04.    Lessee Information. Following WEST’s request therefor, the Servicer shall provide to WEST in summary form such information regarding default history or other material Lessee information of which the Servicer has knowledge.
ARTICLE 6

ASSET CASH SERVICES
SECTION 6.01.    Accounts and Account Information.
(a)    Existing Accounts. In the event that WEST desires to modify any of the arrangements relating to any of the existing bank accounts related to the Assets (the “Existing Accounts”), WEST shall deliver a certificate to the Servicer specifying in reasonable detail the modifications to be made with respect to any such Existing Accounts and the Servicer shall, to the extent necessary to transfer signing and related authority, cooperate with each Person within the Serviced Group and the relevant banking institution to effect such modifications and shall take such other actions as are incidental thereto in order to give effect to the foregoing.
(b)    New Accounts. The Servicer shall notify WEST in the event that any new bank account needs to be established on behalf of any Person within the Serviced Group in connection with the execution of a Lease with a new Lessee and WEST shall deliver a certificate to the Servicer specifying in reasonable detail (v) the name and location of the bank at which such account should be established, (w) the name(s) in which such account should be established, (x) the names of the beneficiaries of such account, (y) the names of the Persons authorized to make withdrawals from such account and (z) such other information (including with respect to any security arrangements) as WEST deems appropriate. The Servicer shall, to the extent necessary to create signing and related authority, cooperate with WEST and the relevant banking institution and take such other actions as are incidental thereto in order to give effect to the foregoing (the “New Accounts” and, together with the Existing Accounts, the “Bank Accounts”).
In the event that the Servicer is required to transfer funds from any Bank Account to the account of another Person (other than any Person within the Serviced Group) as provided in Section 1.01(d) of this Schedule 2.02(a), the Servicer shall provide WEST with written notice setting forth the (i) name of the transferor, (ii) name of the transferee, (iii) accounts from and to which funds are to be transferred, (iv) amounts to be transferred and (v) anticipated date of transfer.
SECTION 6.02.    Payments.
(a)    Anticipated Payments. For purposes of the calculation of the Required Expense Amount by the Administrative Agent, the Servicer shall deliver to the Administrative Agent, not


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[**] = 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.

less than one Business Day prior to each Calculation Date, a written projection of payment obligations for Asset Expenses and a written projection of disbursements of Usage Fees and security deposits in accordance with the terms of any Lease, in each case reasonably anticipated by the Servicer to be necessary to be paid or disbursed in connection with the Servicer’s performance of the Services under the Agreement during the period extending from the Payment Date immediately following such Calculation Date to but not including the next succeeding Payment Date (the “Monthly Payment Period”). The Servicer shall be authorized to direct the Indenture Trustee in writing to make disbursements from the Expense Account of all Expenses on such projection and of all Usage Fees and security deposits on such projection from time to time during such Monthly Payment Period.
(b)    Unanticipated Payments. During any Monthly Payment Period, the Servicer may request in writing the approval of the Administrative Agent for the Servicer to pay or cause to be paid expenses that had not been reasonably anticipated by the Servicer at the time the projection required to be provided to the Administrative Agent pursuant to Section 6.02(a) of this Schedule 2.02(a) with respect to such Monthly Payment Period was delivered to the Administrative Agent. Any such request shall specify for each such payment obligation (i) the anticipated date of such payment, (ii) the payee, (iii) the amount of such payment, (iv) the nature of the obligation and (v) the Bank Account from which such payment should be made. No later than the next Business Day following such request by the Servicer, the Administrative Agent shall notify the Servicer in writing whether such payment request is approved or disapproved. If approved, the Servicer shall pay or cause such payment to be made to the relevant payee from the funds then available in the relevant account. In the event that the funds then available in such account are insufficient to make any such payment, the Administrative Agent shall take such actions as are necessary to cause funds sufficient to make any such payments to be transferred as soon as practicable from the Collections Account to such account. Following the transfer of such funds, the Servicer shall pay or cause such payments to be made in accordance with the foregoing provisions.
(c)    Delegation of Authority. The Administrative Agent hereby authorizes the Servicer to make, or cause to be made, payments from the specified Bank Accounts in accordance with the foregoing procedures. In order to give effect to the foregoing provisions of this Article 6 of this Schedule 2.02(a), the Administrative Agent shall take such other actions as are necessary or appropriate, including by delegation or otherwise, pursuant to the terms of the Administrative Agency Agreement, the Indenture, the agreements between any Person within the Serviced Group and the relevant banking institutions with respect to the Bank Accounts or otherwise, or as the Servicer shall reasonably request, to authorize the Servicer to take such actions with respect to such Bank Accounts as the Administrative Agent determines to be necessary or appropriate as are set forth above.
ARTICLE 7

PROFESSIONAL AND OTHER SERVICES
SECTION 7.01.    Legal Services. The Servicer shall provide or procure legal services, in all relevant jurisdictions, on behalf of the relevant Person within the Serviced Group with


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[**] = 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.

respect to the lease, sale or financing of the Assets, any amendment or modification of any Lease, the enforcement of the rights of any Person within the Serviced Group under any Lease, any disputes that arise with respect to the Assets or for any other purpose that the Servicer reasonably determines is necessary in connection with the performance of the Services. The Servicer shall provide such legal services by using its in-house legal staff where it shall deem appropriate and shall authorize outside counsel to provide such legal services where it shall deem appropriate (including litigation) and in accordance with its practices with respect to aircraft and Aircraft Engines owned by it or its Affiliates (other than each Person within the Serviced Group).
SECTION 7.02.    Accounting and Tax Services. The Servicer shall arrange for such accounting and tax services and advice and other professional services (which may be provided by the Servicer’s internal staff, to the extent available) as shall be reasonably necessary or appropriate in connection with the structuring of lease, sale or financing transactions with respect to the Assets or for any other purpose that the Servicer reasonably determines is necessary in connection with the performance of the Services.
SECTION 7.03.    Legal Opinions. The Servicer shall provide or procure the legal opinions required by Section 5.02(s) of the Indenture with respect to Future Leases.
ARTICLE 8

INFORMATION; REPORTS; CUSTODY
SECTION 8.01.    Monthly Reports. Ten (10) Business Days after the first Business Day of each month (or, to the extent impracticable, promptly thereafter), the Servicer shall provide to WEST:
(a)    A written report of (i) the leasing, sales and purchasing activities that were completed during the preceding month, which shall include a summary of the principal financial terms related to any new or amended lease transactions, including floating rate and fixed Rental Payments and, in the case of floating rate Rental Payments, the index applicable thereto (attaching a copy of the factual portions of the applicable transaction overview, if any), and (ii) any default notices issued, in each case with respect to the Assets, in such detail as WEST may request from time to time.
(b)    A detailed statement of the cash receipts and disbursements with respect to the Assets for the preceding month in such details as WEST may request from time to time.
(c)    A detailed statement of certain expected cash disbursements in respect of technical and other leasing expenditures, overheads and Usage Fees expenditures on a monthly basis for three months (a “Forecast”) (it being understood that any such Forecast may be based upon historical cash flow patterns), in such detail as WEST and the Servicer may agree from time to time.
(d)    A detailed statement of receivables (including details, if any, of any set-offs among Lessee receivables, Usage Fees and security deposits) analyzed by Lessee and by region


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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.

for each account balance outstanding (including with respect to restructured Leases), categorized by number of days outstanding, in such detail as WEST may request from time to time.
(e)    A report on all pending and potential litigation (with respect to which the Servicer has received written notice of threatening litigation, which, in the reasonable judgment of the Servicer, is material) involving any Asset of which the Servicer has written notice.
(f)    Such other information as may be required pursuant to Section 2.14 of the Indenture.
SECTION 8.02.    Other Information. (a) To the extent the Servicer is in possession of the relevant information, the Servicer shall prepare and submit to WEST the following information with respect to each Person within the Serviced Group:
(i)    promptly after the occurrence thereof, notify WEST of any accident or incident of which the Servicer has notice involving any Asset; and
(ii)    upon WEST’s request therefor, information with respect to transactions relating to Assets necessary for any Person within the Serviced Group to prepare statutory returns with respect to contractors engaged by the Servicer on behalf of such Person.
(b)    The Servicer will make available to WEST and its advisers and designees, subject to their reasonable availability, and at reasonable times and upon reasonable notice, the Servicer’s directors, officers, employees, representatives, advisers and other agents, in order to provide to WEST and its advisers and designees information (to the extent the Servicer has possession thereof) with regard to the Assets (including in response to inquiries with respect to the reports provided to WEST by the Servicer pursuant to Sections 8.01 and 8.02 of this Schedule 2.02(a)) which may be required by WEST. In furtherance thereof, in order to facilitate each Person within the Serviced Group carrying out its responsibilities upon the request of WEST, the Servicer shall make available (through physical attendance or telephonic conference) such officers and employees, depending on such persons’ reasonable availability, that WEST shall reasonably deem appropriate for meetings with WEST’s representatives to provide to WEST information, and response to inquiries, with respect to the reports provided to WEST by the Servicer pursuant to Sections 8.01 and 8.02 of this Schedule 2.02(a).
SECTION 8.03.    Ratings Information. Upon request by WEST, the Servicer shall provide to WEST such information and data (to the extent the Servicer has possession thereof) about the Assets and other assistance relating to the Assets as WEST and the Servicer shall deem reasonably necessary or appropriate in connection with providing information to the Rating Agencies for WEST’s debt ratings or the ratings of any public securitization debt issued by an Affiliate of WEST.
SECTION 8.04.    Custody of Documents. The Servicer agrees to hold all original documents of any Person within the Serviced Group that relate to the Assets in the possession of the Servicer in safe custody, by application of the measures comparable to those the Servicer uses in the retention of its own original documents of a similar nature.


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[**] = 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.

SECTION 8.05.    Financial Statements. The Servicer shall promptly notify and provide a copy to the Indenture Trustee within ten days upon its filing of any Form 10-K and Form 10-Q with the SEC.


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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.

Schedule 4.01(a)

ASSETS


 
Manufacturer
Model
ESN/MSN
1.    
CFM International

[**]
[**]
2.    
CFM International

[**]
[**]
3.    
CFM International

[**]
[**]
4.    
International Aero Engines

[**]
[**]
5.    
International Aero Engines

[**]
[**]
6.    
CFM International

[**]
[**]
7.    
General Electric

[**]
[**]
8.    
CFM International

[**]
[**]
9.    
International Aero Engines

[**]
[**]
10.    
CFM International

[**]
[**]
11.    
Airbus

[**]
[**]
12.    
CFM International

[**]
[**]
13.    
CFM International

[**]
[**]
14.    
Airbus

[**]
[**]
15.    
CFM International

[**]
[**]
16.    
CFM International

[**]
[**]
17.    
Airbus

[**]
[**]
18.    
CFM International

[**]
[**]
19.    
CFM International

[**]
[**]
20.    
General Electric

[**]
[**]

[**] = 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.

 
Manufacturer
Model
ESN/MSN
21.    
General Electric

[**]
[**]
22.    
CFM International

[**]
[**]
23.    
General Electric
 
[**]
[**]
24.    
CFM International

[**]
[**]
25.    
CFM International

[**]
[**]
26.    
CFM International

[**]
[**]
27.    
CFM International

[**]
[**]
28.    
CFM International

[**]
[**]
29.    
International Aero Engines

[**]
[**]
30.    
CFM International

[**]
[**]
31.    
International Aero Engines

[**]
[**]
32.    
CFM International

[**]
[**]
33.    
CFM International

[**]
[**]
34.    
CFM International

[**]
[**]
35.    
CFM International

[**]
[**]
36.    
CFM International

[**]
[**]
37.    
General Electric

[**]
[**]
38.    
CFM International

[**]
[**]
39.    
General Electric

[**]
[**]
40.    
General Electric

[**]
[**]
41.    
General Electric

[**]
[**]
42.    
General Electric

[**]
[**]
43.    
CFM International

[**]
[**]

[**] = 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.

 
Manufacturer
Model
ESN/MSN
44.    
CFM International

[**]
[**]
45.    
CFM International

[**]
[**]
46.    
CFM International

[**]
[**]
47.    
CFM International

[**]
[**]
48.    
CFM International

[**]
[**]
49.    
CFM International

[**]
[**]
50.    
CFM International

[**]
[**]
51.    
CFM International

[**]
[**]
52.    
CFM International

[**]
[**]
53.    
CFM International

[**]
[**]
54.    
CFM International

[**]
[**]
55.    
CFM International

[**]
[**]
56.    
CFM International

[**]
[**]
57.    
International Aero Engines

[**]
[**]


[**] = 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.

Schedule 8.01

CONDITIONS TO EFFECTIVENESS
1.Each appendix, annex, exhibit or schedule to the Servicing Agreement shall have been completed, to the reasonable satisfaction of the Servicer and delivered with the Servicing Agreement, on the Initial Closing Date.
2.    Each Person within the Serviced Group shall have executed and delivered to the Servicer a power of attorney contemplated by Section 13.08.
3.    WEST and each other Person within the Serviced Group shall have delivered to the Servicer, in form and substance reasonably satisfactory to the Servicer:
(A)    an Officer’s Certificate dated the Initial Closing Date or, as applicable, the date such Person accedes to the Servicing Agreement pursuant to a Serviced Group Member Supplement, certifying as to:
(1)    the attached certificates of incorporation, corporate charter, memorandum and articles of association, memorandum of association, constitution, by-laws, bye-laws, certificate of trust, trust agreement and other constituent documents of such Person, recently certified, in the case of any such document filed with the secretary of state or similar Governmental Authority of the jurisdiction in which such Person is organized by such Governmental Authority;
(2)    the absence of amendments to any constituent document since the date of the last amendment (a) shown on the official evidence as to filed constituent documents furnished pursuant to (1) above if such official evidence is available and (b) in any event reflected in the constituent documents furnished pursuant to (1) above;
(3)    resolutions or other written evidence of corporate or trustee action of the Board and, if applicable, the shareholders of such Person duly authorizing or ratifying the execution, delivery and performance by such Person of the Servicing Agreement and the absence of any modification, amendment or revocation thereof or any other resolutions relating thereto;
(4)    the absence of proceedings for the dissolution, liquidation, receivership or similar proceedings with respect to such Person;
(5)    if applicable, its corporate seal; and
(6)    the incumbency and signatures of the individuals authorized to execute and deliver documents on such Person’s behalf; and
(B)    to the extent available from appropriate Governmental Authorities, recent official evidence from appropriate Governmental Authorities of appropriate jurisdictions as to


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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.

constituent documents on file, good standing, payment of franchise taxes and qualification to do business in the jurisdiction in which such Person is organized.
4.    WEST and each other Person within the Serviced Group shall have delivered to the Servicer an Officer’s Certificate dated the Initial Closing Date or, as applicable, the date such Person accedes to the Servicing Agreement pursuant to a Serviced Group Member Supplement, in form and substance reasonably satisfactory to the Servicer, stating that, to the knowledge of the signatory:
(A)    each representation and warranty of such Person contained in the Servicing Agreement is true and correct in all material respects as of such date;
(B)    such Person has duly performed and complied in all material respects with all covenants, agreements and conditions contained in the Servicing Agreement required to be performed or complied with by it on or before such date; and
(C)    no event has occurred and is continuing or condition exists or would result from the consummation of any transaction contemplated by the Servicing Agreement that constitutes, or with the giving of notice or lapse of time or both would constitute, a default in any material respect under the Servicing Agreement or a breach thereof or would give any party thereto the right to terminate, or not to perform any material obligation under, any thereof.
5.    The Servicer shall have delivered to WEST, in form and substance reasonably satisfactory to WEST:
(A)    a certificate dated the Initial Closing Date of the secretary, any assistant secretary or other appropriate officer of the Servicer certifying as to:
(1)    the attached constituent documents of the Servicer, recently certified, in the case of any such document filed with the secretary of state or similar Governmental Authority of the jurisdiction in which the Servicer is organized by such Governmental Authority;
(2)    the absence of amendments to any constituent document since the date of the last amendment (a) shown on the official evidence as to filed constituent documents furnished pursuant to (1) above if such official evidence is available and (b) in any event reflected in the constituent documents furnished pursuant to (1) above;
(3)    resolutions or other written evidence of corporate action of the Servicer duly authorizing or ratifying the execution, delivery and performance by the Servicer of the Servicing Agreement and the absence of any modification, amendment or revocation thereof or any other resolutions relating thereto;
(4)    the absence of proceedings for the dissolution, liquidation, receivership or similar proceedings with respect to the Servicer;
(5)    if applicable, its corporate seal;


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[**] = 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.

(6)    the incumbency and signatures of the individuals authorized to execute and deliver documents on the Servicer’s behalf; and
(7)    to the extent available from appropriate Governmental Authorities, recent official evidence from appropriate Governmental Authorities of appropriate jurisdictions as to constituent documents on file, payment of franchise taxes and qualification to do business in the jurisdiction in which the Servicer is organized.
6.    The Servicer shall have delivered to WEST an Officer’s Certificate dated the Initial Closing Date, in form and substance reasonably satisfactory to WEST, stating that, to the knowledge of the signatory:
(A)    each representation and warranty of the Servicer contained in the Servicing Agreement is true and correct in all material respects as of the Initial Closing Date;
(B)    the Servicer has duly performed and complied in all material respects with all covenants, agreements and conditions contained in the Servicing Agreement required to be performed or complied with by it on or before the Initial Closing Date; and
(C)    no event has occurred and is continuing or condition exists or would result from the consummation of any transaction contemplated by the Servicing Agreement that constitutes, or with the giving of notice or lapse of time or both would constitute, a default in any material respect under the Servicing Agreement by the Servicer or a breach thereof by the Servicer or would give any party thereto the right to terminate, or not to perform any material obligation under, the Servicing Agreement.




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[**] = 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.

Schedule 13.04

PROCESS AGENT
Name of Grantor
Process Agent
WEST V Engines (Ireland) Limited
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036
WEST II France (to be renamed WEST V France)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036




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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.

EXHIBIT A
FORM OF OPERATING BUDGET AND
ASSET EXPENSES BUDGET FOR THE INITIAL PERIOD
Period:
Cash Income:
Lease Revenues
Interest Income
Sales Proceeds
Subtotal
Cash Operating Expenses:
Servicer Fees
Administrative Agent Fees
   
Independent Controlling Trustee Fees:
Security Filing Fees
Office rent, file storage, transport
[2020] Insurance Premiums**
Subtotal
Prepaid or Accruals (see detail):
Owner Trustee Fees*
Indenture Trustee Fees*
   
Engine Trustee Fees**
[2020] Insurance Premium Accruals***
Appraisals***
Audit***
Maintenance Reserve Evaluation***
Subtotal
 
Depreciation
Interest Expense:
Series A Interest
Series B Interest
Series C Interest
Subtotal
 
Pre-tax Cash Income
Detail of Prepaids/Accruals (WEST V Expenses):
Owner Trustee Annual Fee*
Indenture Trustee Annual Fee*
Security Trustee Annual Fee*
 
Appraisals***
Audit***
Detail of Prepaids/Accruals (Asset Expenses):
[2020] Insurance Premiums**
[2021] Insurance Premium Accruals***
Budgeted Assets Expenses per Month:
Asset Trustee Fees per Engine**
Legal Opinions ($[_____] each, 4 per year)
Annual Technical Advisors
Annual Shipping
 






[**] = 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.

Projected Required Maintenance (Airworthiness Directives/Service Bulletins):
Serial Number
Required Maintenance
Projected Cost
Maintenance Reserves
Net Reserves
Comment
 
 
 
 
 
 
 
 
 
 
 
 



[**] = 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.

EXHIBIT B
FORM OF SERVICED GROUP MEMBER SUPPLEMENT
[_________], 20[_]
Reference is made to the Amended and Restated Servicing Agreement dated as of March 3, 2020 (as amended, supplemented or otherwise modified, the “Servicing Agreement”), among Willis Lease Finance Corporation, Willis Engine Structured Trust V, and the other parties thereto, including any party thereto which has heretofore signed an agreement in substantially the form of this Serviced Group Member Supplement.
The undersigned (the “New Party”) agrees, as of the date of this Serviced Group Member Supplement, to be considered a party to the Servicing Agreement for all purposes, as if an original signatory to the Servicing Agreement, and to be bound by the terms of the Servicing Agreement. The New Party hereby makes the representations and warranties set forth in Section 4.01 of the Servicing Agreement as if such representations and warranties were set forth herein, except that for this purpose all references in such Sections to “the Initial Closing Date” or “the date hereof” shall be deemed to refer instead to the date of this Serviced Group Member Supplement.
[The New Party confirms for the benefit of each other party to the Servicing Agreement that, pursuant to and as required by Section 13.04 of the Servicing Agreement, it has appointed [insert name and address of process agent] as its Process Agent.]1 
This Serviced Group Member Supplement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
THIS SERVICED GROUP MEMBER SUPPLEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS.
IN WITNESS WHEREOF, this Serviced Group Member Supplement has been duly executed on the date first written above.
 
[ ] 

By:                                                         
Name:
Title:


_____________
1 To be deleted if the New Party has a place of business in the United States.
[**] = 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.
EXECUTION VERSION



AMENDED AND RESTATED SECURITY TRUST AGREEMENT
dated as of March 3, 2020
among
WILLIS ENGINE STRUCTURED TRUST V,
as the Issuer
EACH OF THE ADDITIONAL GRANTORS REFERRED TO HEREIN
AND FROM TIME TO TIME MADE A PARTY HERETO


and


DEUTSCHE BANK TRUST COMPANY AMERICAS
as Security Trustee and Operating Bank





[**] = 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.

Table of Contents
 
 
 
 
Page
ARTICLE I DEFINITIONS
2

 
Section 1.01
 
Definitions
2

 
Section 1.02
 
Terms Defined in the Cape Town Convention
2

 
Section 1.03
 
Construction and Usage
2

ARTICLE II SECURITY
2

 
Section 2.01
 
Grant of Security
2

 
Section 2.02
 
Security for Obligations
5

 
Section 2.03
 
Grantors Remain Liable
5

 
Section 2.04
 
Security Trustee Appointed Attorney-in-Fact
6

 
Section 2.05
 
Voting Rights; Dividends; Etc
6

 
Section 2.06
 
Performance of Obligations
7

ARTICLE III COVENANTS
8

 
Section 3.01
 
Collateral Supplements and Grantor Supplements
8

 
Section 3.02
 
Delivery of Collateral
8

 
Section 3.03
 
Accounts
10

 
Section 3.04
 
Covenants Regarding Assigned Documents
13

 
Section 3.05
 
Covenants Regarding Intangible Collateral
14

 
Section 3.06
 
Further Assurances
17

 
Section 3.07
 
Place of Perfection; Records
18

 
Section 3.08
 
Transfers and Other Encumbrances; Additional Shares or Interests
18

 
Section 3.09
 
Security Trustee May Perform
19

 
Section 3.10
 
Covenant to Pay and Perform
19

 
Section 3.11
 
Annual Opinion
19

 
Section 3.12
 
Perfection Standards
19

ARTICLE IV REPRESENTATIONS AND WARRANTIES
22

 
Section 4.01
 
Representations and Warranties of the Issuer
22

 
Section 4.02
 
Representations and Warranties of the Grantors
25

ARTICLE V REMEDIES
28

 
Section 5.01
 
Remedies
28

 
Section 5.02
 
Delivery of Collateral, Power of Sale, etc
30

 
Section 5.03
 
Right to Possession, etc
31

 
Section 5.04
 
Application of Proceeds
32

 
Section 5.05
 
Matters Involving Manner of Sale
32

 
Section 5.06
 
Relief Under Cape Town Convention
33

 
Section 5.07
 
Issuer as Trustee
34

ATRICLE VI SECURITY INTEREST ABSOLUTE
34

 
Section 6.01
 
Security Interest Absolute
34

ARTICLE VII THE SECURITY TRUSTEE AND OPERATING BANK
35

 
Section 7.01
 
Authorization and Action
35



 
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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.

 
Section 7.02
 
Absence of Duties
36

 
Section 7.03
 
Representations or Warranties
36

 
Section 7.04
 
Reliance; Agents; Advice of Counsel
36

 
Section 7.05
 
No Individual Liability
38

 
Section 7.06
 
Cape Town Convention
38

 
Section 7.07
 
Operating Bank
39

 
Section 7.08
 
French Security
39

ARTICLE VIII SUCCESSOR TRUSTEES
40

 
Section 8.01
 
Resignation and Removal of Security Trustee
40

 
Section 8.02
 
Appointment of Successor
40

ARTICLE IX INDEMNITY; EXPENSES; SUBORDINATION
41

 
Section 9.01
 
Indemnity
41

 
Section 9.02
 
Survival
43

 
Section 9.03
 
No Compensation from Secured Parties
43

 
Section 9.04
 
Security Trustee Fees
43

 
Section 9.05
 
Subordination and Priority
43

 
Section 9.06
 
Exercise of Remedies
44

 
Section 9.07
 
Further Agreements of Subordination
45

 
Section 9.08
 
Rights of Subrogation
46

 
Section 9.09
 
Further Assurances of Subordinated Representatives
46

 
Section 9.10
 
Miscellaneous Subordination Provisions
47

ARTICLE X MISCELLANEOUS
48

 
Section 10.01
 
Amendments; Waivers; Etc
48

 
Section 10.02
 
Addresses for Notices
48

 
Section 10.03
 
No Waiver; Remedies
49

 
Section 10.04
 
Severability
50

 
Section 10.05
 
Continuing Security Interest; Assignments
50

 
Section 10.06
 
Release and Termination
50

 
Section 10.07
 
Currency Conversion
51

 
Section 10.08
 
Governing Law
51

 
Section 10.09
 
Jurisdiction; Waiver of Jury Trial
51

 
Section 10.10
 
Counterparts
52

 
Section 10.11
 
Table of Contents, Headings, Etc
52

 
Section 10.12
 
Limited Recourse
52

 
Section 10.13
 
Compliance with Applicable Regulations
53

 
Section 10.14
 
Security Agent
53

 
Section 10.15
 
Senior Representative Direction
53






 
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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.

APPENDIX
Appendix A    Definitions
SCHEDULES
Schedule I
Pledged Stock, Pledged Beneficial Interest, Pledged Membership Interest
and Pledged Debt
Schedule II
Account Information
Schedule III
Principal Offices
Schedule IV
Process Agent
Schedule V
Asset Trusts
Schedule VI
Other Issuer Subsidiaries
Schedule VII
Leases
Schedule VIII
Assets
EXHIBITS
Exhibit A-1
Form of Secured Party Supplement
Exhibit A-2
Form of Collateral Supplement
Exhibit A-3
Form of Grantor Supplement
Exhibit B
Form of Account Letter
Exhibit C
Form of Consent and Agreement
Exhibit D-1
Form of Asset Mortgage
Exhibit D-2
Form of Asset Mortgage and Lease Security Assignment
Exhibit D-3
Form of Lease Security Assignment
Exhibit E
Form of FAA Opinion



 
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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.

AMENDED AND RESTATED SECURITY TRUST AGREEMENT
This AMENDED AND RESTATED SECURITY TRUST AGREEMENT (as amended, supplemented and otherwise modified from time to time, this “Agreement”), dated as of March 3, 2020, is made by and among WILLIS ENGINE STRUCTURED TRUST V (formerly known as Willis Engine Securitization Trust II), a Delaware statutory trust (the “Issuer”), each of the ISSUER SUBSIDIARIES (including each Asset Trust) party hereto from time to time as a grantor (such Issuer Subsidiaries, together with the Issuer, the “Grantors”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (“Deutsche Bank”), as Security Trustee (in such capacity, the “Security Trustee”) and Operating Bank (in such capacity, the “Operating Bank”).
WITNESSETH THAT:
WHEREAS, the Issuer and Deutsche Bank, as Trustee, among others, entered into a Trust Indenture, dated as of September 14, 2012 (as amended, supplemented and otherwise modified prior to the date hereof, the “Original Indenture”), and the Issuer, the Administrative Agent, the Trustee and Bank of America, N.A., as Initial Liquidity Facility Provider, have amended and restated the Original Indenture as of the date hereof (as so amended and restated, and as otherwise amended, supplemented and otherwise modified after the date hereof, the “Indenture”);
WHEREAS, the Issuer, each Grantor whose signature appears on the signature pages hereto as of the Initial Closing Date and the Security Trustee entered into (including by way of execution of a grantor supplement thereto) a Security Trust Agreement dated as of September 14, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Security Trust Agreement”).
WHEREAS, pursuant to the Indenture, the Issuer is issuing the Initial Notes;
WHEREAS, the Issuer is the owner, directly or indirectly, of all of the beneficial, membership and equity interests, as applicable, in the Asset Trusts and the other Issuer Subsidiaries, including any Subsidiary of the Issuer that becomes a party to this Agreement by the execution and delivery of a Grantor Supplement;
WHEREAS, in order to secure the payment of the Notes by the Issuer and the payment and performance of all obligations of the Issuer and the other Grantors under the Related Documents, the Issuer and the other Grantors are entering into this Agreement to grant a security interest in the Collateral in favor of the Security Trustee for the benefit of the Secured Parties;
WHEREAS, each Grantor will derive substantial direct and indirect benefit from the issuance of the Notes by the Issuer and from the execution, delivery and performance of the Related Documents, whether or not such Grantor is a party thereto; and

 
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WHEREAS, it is a condition precedent to the issuance of the Notes by the Issuer and the making of any Loans to the Issuer that each Grantor grant the security interests contemplated by this Agreement;
WHEREAS, the parties hereto desire to amend and restate the Original Security Trust Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Security Trustee and each of the Grantors, the parties hereto hereby agree that the Original Security Trust Agreement is hereby amended and restated in its entirety to read as follows, and each Grantor hereby agrees with the Security Trustee, for its benefit and for the benefit of the other Secured Parties, as follows:
ARTICLE I
DEFINITIONS
Section 1.01    Definitions. For all purposes of this Agreement, the capitalized terms set forth in Appendix A shall have the meanings specified therein, and all other capitalized terms used, but not defined, in this Agreement shall have the respective meanings assigned to such terms in the Indenture.
Section 1.02    Terms Defined in the Cape Town Convention. The following terms shall have the respective meanings ascribed thereto in the Cape Town Convention: “Administrator”, “Aircraft Object”; “associated rights”, “Contracting State”, “Contract of Sale”, “International Interest”, “International Registry”; “power to dispose”, “Professional User Entity”, “Prospective Sale”, “Prospective International Interest”, “situated in” and “Transacting User Entity”.
Section 1.03    Construction and Usage. The conventions of construction and usage set forth in Section 1.02 of the Indenture are hereby incorporated by reference in this Agreement.
ARTICLE II
SECURITY
Section 2.01    Grant of Security. To secure the payment and performance of the Secured Obligations, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Security Trustee, for the benefit of the Secured Parties (except as limited by the proviso at the end of this section in respect of certain Secured Parties in their capacity as Collateral Obligors), a security interest in and to all of such Grantor’s right, title and interest in, to and under the following, whether now existing or hereafter created or acquired:
(a)    with respect to such Grantor, all of such Grantor's right, title and interest in and to the following (the “Asset Collateral”):

 
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(i)    each Asset and Part as the same is now and will hereafter be constituted, and in the case of any such Asset that is an Engine or Part, whether or not any such Engine or Part shall be installed in or attached to any Airframe, aircraft or Engine, and including in each case all Aircraft Objects and all Related Asset Documents in respect of each such Asset and Part;
(ii)    all proceeds from the sale or other disposition of, all proceeds of insurance due to such Grantor on, and all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition due to such Grantor with respect to, each such Asset and all Parts, equipment, attachments, accessories, replacement and added Parts and components described in the preceding clause (i);
(iii)    each Lease of an Asset, whether or not owned by such Grantor, under which such Grantor is or may from time to time be the lessor, together with any and all such Related Asset Documents relating to such Lease (any such Leases, together with all Related Asset Documents, an “Assigned Lease”), including without limitation (A) all rights of such Grantor to all Lease Payments, however denominated, under such Assigned Leases, (B) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty pursuant to or with respect to such Assigned Leases, (C) claims of such Grantor for damages arising out of or for breach or default under such Assigned Leases, (D) all rights of such Grantor to receive and any and all rights to amend, waive, modify and give notices, approvals and consents under such Assigned Leases, (E) all rights of such Grantor under any such Assigned Lease with respect to any sublease of any such Asset, (F) all rights of such Grantor to terminate such Assigned Leases and to compel performance of, and otherwise to exercise all remedies under, any such Assigned Lease, whether arising under such Assigned Leases or by statute or at law or in equity, (G) all rights of such Grantor to discharge any registration of an International Interest with respect to such Asset or any such Assigned Lease made with the International Registry (except to the extent that after use of commercially reasonable efforts, the Lessee under any Assigned Lease will not consent to the right to discharge such Assigned Lease to be held by any person other than the Lessor) and (H) all other rights and property of such Grantor included therein together with all payments, including without limitation all rent, damages, expenses, indemnities and other amounts due to such Grantor (or any person claiming by, through or under such Grantor) thereunder; and
(iv)    each Part-Out Agreement relating to an Asset, whether or not owned by such Grantor, under which such Grantor is or may from time to time be a party (each an “Assigned Part-Out Agreement”), including, without limitation, (A) all rights of such Grantor to all disposition proceeds or lease payments, however denominated, under such Assigned Part-Out Agreement or related thereto or to any Asset which is the subject of an Assigned Part-Out Agreement, (B) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty pursuant to or with respect to such Assigned Part-Out Agreement, (C) claims of such Grantor for damages arising out of or for breach or default under such Assigned Part-Out Agreement, (D) all rights of such Grantor to receive any and all rights to amend, waive, modify and give notices, approvals

 
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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.

and consents under such Assigned Part-Out Agreement, (E) all rights of such Grantor to terminate such Assigned Part-Out Agreement and to compel performance of, and otherwise to exercise all remedies under, any such Assigned Part-Out Agreement, whether arising under such Assigned Part-Out Agreement or by statute or at law or in equity, (F) all rights of such Grantor to possession of any Asset under an Assigned Part-Out Agreement, and (G) all other rights and property of such Grantor included therein together with all payments, including, without limitation, all sales or disposition proceeds, rent, damages, expenses, indemnities and other amounts due to such Grantor (or any Person claiming by, through or under such Grantor) thereunder;
(b)    all Stock Collateral now owned or hereafter from time to time acquired by such Grantor;
(c)    all Debt Collateral now owned or hereafter from time to time acquired by such Grantor:
(d)    all Beneficial Interest Collateral now owned or hereafter from time to time acquired by such Grantor;
(e)    all Membership Interest Collateral now owned or hereafter from time to time acquired by such Grantor;
(f)    all Account Collateral now owned or hereafter from time to time acquired by such Grantor;
(g)    all Assigned Agreement Collateral now owned or hereafter from time to time acquired by such Grantor;
(h)    all of such Grantor’s right, title and interest in and to all Service Provider Documents (the “Servicing Collateral”), subject to the proviso set forth below in respect of any Collateral Obligor with obligations to such Grantor under the Service Provider Documents;
(i)    all of such Grantor’s right, title and interest in and to (i) the Asset Purchase Agreement and the other Acquisition Agreements and (ii) any amount received by such Grantor under the Excluded Property Purchase Agreement (the “Asset Purchase Collateral”), subject to the proviso set forth below in respect of any Collateral Obligor with obligations to such Grantor under the Asset Purchase Collateral;
(j)    all of such Grantor’s right, title and interest in and to all Hedge Agreements, and all rights to administer and otherwise deal with each such Hedge Agreement (the “Hedge Collateral”), subject to the proviso set forth below in respect of any Collateral Obligor with obligations to such Grantor under the Hedge Collateral;
(k)    all of such Grantor’s right, title and interest in and to the personal property identified in a Grantor Supplement or a Collateral Supplement executed and delivered by such Grantor to the Security Trustee;

 
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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.

(l)    all of such Grantor’s right, title and interest in and to all other accounts, chattel paper, payment intangibles, commercial tort claims, documents, goods, fixtures, general intangibles, instruments, inventory, investment property, letters of credit, supporting obligations, deposit account rights (as all of the foregoing are defined in the UCC) and other property not described in clauses (a) through (k) of Section 2.01; and
(m)    all income, payments and proceeds of any and all of the foregoing (including income, payments and proceeds that constitute property of the types described in any of the subsections of this Section 2.01);
all of the foregoing constituting the “Collateral,” provided, however, that to the extent the Collateral consists of the obligations of any Collateral Obligor to such Grantor, such security interest in such Collateral shall not be for the benefit of such Collateral Obligor; and provided further that the Collateral shall not include Excluded Payments or Excluded Property.
It is understood and agreed that with respect to each Grantor set forth in the signature pages hereof on the date hereof, as to the Collateral previously granted by such Grantor (including under its prior name) pursuant to this Agreement prior to the amendment and restatement hereof on the date hereof, the foregoing grant of security shall constitute a continuation of the security interest previously granted under this Agreement prior to the amendment and restatement hereof, which security interest shall continue uninterrupted under this Agreement (other than the security interest with respect to the Excluded Property, which, to the extent granted as security under the Original Security Trust Agreement, shall be released hereby upon the effectiveness of this Agreement).
Section 2.02    Security for Obligations. This Agreement and the FAA Security Documents secure the payment and performance of all Secured Obligations of each of the Grantors to each of the Secured Parties (subject to the subordination provisions of this Agreement, the Indenture and the other Related Documents) and shall be held by the Security Trustee in trust for the Secured Parties. Without limiting the generality of the foregoing, this Agreement and the FAA Security Documents secure the payment of all amounts that constitute part of the Secured Obligations and would be owed by any Grantor to any Secured Party without regard to the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Grantor. Each of the Secured Parties is an express intended third party beneficiary of this Agreement and the FAA Security Documents; provided that the rights of each individual Secured Party shall be subject to the terms and conditions of the Indenture, including without limitation the provisions of Article III and Sections 4.02 and 4.03 of the Indenture with respect to the manner in which proceeds of the Collateral will be distributed, Article IV of the Indenture governing the exercise of remedies under the Indenture and this Agreement, and Article X of the Indenture providing for the subordination of claims to Senior Claims; provided further that each Secured Service Provider, each Secured Hedge Provider, each Secured Credit Facility Provider and each Secured Seller shall enter into a Secured Party Supplement (if not a party hereto).
Section 2.03    Grantors Remain Liable. Anything contained herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements

 
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included in the Collateral to which it is a party or by which it is bound to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement, the FAA Security Documents and each other Security Document had not been executed, (b) the exercise by the Security Trustee of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral to which it is a party or by which it is bound, and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, any FAA Security Document or any Security Document nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor under the contracts and agreements included in the Collateral or to take any action to collect or enforce any claim for payment assigned under this Agreement.
Section 2.04    Security Trustee Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Security Trustee by way of security such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, following the delivery of a Default Notice (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or during the continuation of an Acceleration Default, to take any action and to execute any instrument that the Security Trustee may deem necessary, advisable or desirable to accomplish the purposes of this Agreement or any other Related Document, including:
(i)    to ask for, demand, collect, sue for, recover, compromise, receive and give acquaintance and receipts for monies due and to become due under or in respect of any of the Collateral;
(ii)    to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral; and
(iii)    to file any claims or take any action or institute any proceedings that the Security Trustee may deem necessary, advisable or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Security Trustee with respect to any of the Collateral.
Section 2.05    Voting Rights; Dividends; Etc. (a) So long as (x) no Default Notice shall have been delivered to the Issuer (or, if a Default Notice shall have been delivered, such Default Notice shall have been rescinded and annulled as set forth in Section 4.02 of the Indenture), and prior to the expiration of any Cure Period under the Indenture, and (y) no Acceleration Default shall have occurred and be continuing:
(i)    Each of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Stock Collateral, Debt Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the organizational documents of such Grantor, the Indenture or any other Related Document; provided, however, that such Grantor shall not exercise or shall refrain from exercising

 
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any such right if such action would reasonably be expected to have a material adverse effect on the value of all or any part of the Stock Collateral, Debt Collateral, Membership Interest Collateral or the Beneficial Interest Collateral; and
(ii)    The Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.05(a)(i).
(b)    Whether or not any Default or Event of Default shall have occurred, any and all distributions, dividends, interest, income, payments and proceeds paid or received in respect of the Collateral, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Stock Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral shall be paid into the Collections Account or shall be forthwith delivered to the Security Trustee, as applicable and, if received by such Grantor, shall be received in trust for the benefit of the Security Trustee, be segregated from the other property or funds of such Grantor and be forthwith paid to the Collections Account or delivered to the Security Trustee in the same form as so received (with any necessary indorsement).
(c)    Upon the delivery of a Default Notice to the Issuer or any of its Subsidiaries (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or during the continuance of an Acceleration Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.05(a)(i) shall cease, and the Security Trustee thereupon shall have the sole right to exercise or refrain from exercising such voting and other consensual rights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any Issuer Subsidiary), provided, however, the Security Trustee shall have no obligation to exercise such voting or consensual right without instruction from the Noteholders.
Section 2.06    Performance of Obligations. If any Grantor fails to perform or comply with any of its agreements contained in the Related Documents, then the Security Trustee may perform or comply with such agreement but shall not be obligated to do so, and the amount of such payment and the amount of the reasonable expenses of Security Trustee incurred in connection with the performance of or compliance with such agreement, as the case may be shall be deemed an Expense, to be paid out of the Available Collections on the next succeeding Payment Date in accordance with Section 3.09 of the Indenture.

 
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ARTICLE III
COVENANTS
Section 3.01    Collateral Supplements and Grantor Supplements.
(a)    Upon the acquisition by any Grantor of any Collateral, such Grantor shall concurrently execute and deliver to the Security Trustee a Collateral Supplement duly completed with respect to such Collateral and shall take such steps with respect to the perfection of the security interest in such Collateral as are called for by this Agreement for Collateral of the same type, consistent with the Perfection Standards; provided that the foregoing shall not be construed to impair or otherwise derogate from any restriction on any such action in any Related Document and provided further that the failure of any Grantor to deliver any Collateral Supplement as to any such Collateral shall not impair the lien of this Agreement to attach and otherwise extend as to such Collateral. Each Collateral Supplement shall be required to set out in the annexes thereof only such information as has not been reflected in the schedules to this Agreement as supplemented prior to the date of such Collateral Supplement. Notwithstanding the foregoing, no Grantor shall be required to deliver a Collateral Supplement solely in respect of a Lease.
(b)    Upon the acquisition, formation or other organization of any Issuer Subsidiary, the Issuer shall cause such Issuer Subsidiary to execute and deliver to the Security Trustee a Grantor Supplement, and upon such acquisition, formation or other organization, each such Issuer Subsidiary (i) shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and each reference in this Agreement to “Grantor” shall also mean and be a reference to such Additional Grantor, (ii) shall be deemed to have granted a security interest to the Security Trustee in all of its assets and other property, including, without limitation, all of its right, title and interest in, to and under each type of Collateral described in Section 2.01, and (iii) shall be a Grantor for all purposes under this Agreement and shall be bound by the obligations of the Grantors hereunder.
(c)    The Issuer undertakes with the Security Trustee to enter into a Local Law Security Document in respect of the Stock held by it of any Issuer Subsidiary governed by the laws of the jurisdiction in which such Issuer Subsidiary is incorporated (other than any Asset Trust or any other Issuer Subsidiary organized in the United States), in each case on the date on which the Issuer acquires such Stock.
Section 3.02    Delivery of Collateral.
(a)    All certificates, instruments, documents or chattel paper representing or evidencing any Collateral (other than Account Collateral) shall be delivered to and held by the Security Trustee at the Designated Address, and held by or on behalf of the Security Trustee in the United States and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Security Trustee and otherwise satisfactory to evidence the security interests granted hereby or under such other Security Document, as applicable. Upon the delivery of a Default Notice (and so long as such Default Notice shall not have been rescinded and annulled as

 
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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.

set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or during the continuance of an Acceleration Default, the Security Trustee shall have the right, without notice to any Grantor, to transfer to or to register in the name of the Security Trustee or any of its nominees any or all of the Pledged Stock, the Pledged Debt, Pledged Membership Interest and Pledged Beneficial Interest, subject only to the revocable rights specified in Section 2.05(a). In addition, the Security Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing any Collateral (other than Account Collateral) for certificates or instruments of smaller or larger denominations.
(b)    To the extent that any Assigned Lease constitutes “tangible chattel paper” and is not a Cape Town Lease, the Grantors shall cause the original of such Assigned Lease to be designated and to be delivered to the Security Trustee promptly (and in any case no later than 10 Business Days) (i) after the Initial Closing Date, in the case of the Initial Leases of the Initial Assets delivered on such date, (ii) after the Delivery Date of the applicable Asset, Asset Trust or other Issuer Subsidiary in the case of the Initial Leases of the other Assets, or (iii) after the execution and delivery of any other Assigned Lease by all its parties, provided that, in the case of any Initial Lease, if the Issuer represents in writing to the Security Trustee that no fully executed counterpart of the Assigned Lease has been designated as a chattel paper original or that the chattel paper original of an Assigned Lease has been lost or destroyed, the Grantor that is the lessor under such Assigned Lease shall be excused from the obligation to deliver a chattel paper original of such Assigned Lease, and provided further that the Grantor also shall be excused from the obligation to deliver a chattel paper original under any Assigned Lease that has an initial term or remaining term of less than one year. The Grantors shall deliver to the Security Trustee a certified true copy of any Assigned Lease in respect of which a chattel paper original is not delivered to the Security Trustee pursuant to the preceding sentence. Any obligation to deliver any chattel paper original Assigned Lease to the Security Trustee hereunder shall be satisfied by the applicable Grantor delivering such original to the Custodian, it being understood and agreed that in no event shall the Security Trustee have any responsibility or liability in connection with such delivery or the maintenance of any chattel paper original by the Custodian.
(c)    With respect to any Assigned Lease that is a Future Lease, the Grantors shall (a) cause the lessor and the lessee of such Future Lease to designate one executed copy thereof the original by adding language in substantially the following form to the cover page thereof; provided that, where such Future Lease incorporates the terms of a general terms agreement or master agreement, on the cover page only of the specific lease agreement constituting the Future Lease and need not appear on the cover page of such general terms agreement or such master agreement: “COUNTERPART NO. __ OF [__] SERIALLY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES CHATTEL PAPER UNDER THE UCC, NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED THROUGH THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1”, (b) notify the Lessee in writing of the security assignment of such Future Lease to the Security Trustee pursuant to the Security Trust Agreement (which notice may be contained in such Future Lease or in a separate document) and (c) obtain from the Lessee a written acknowledgement (which may be contained in such Future Lease or in a separate document) addressed to, or for the benefit

 
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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.

of, the Security Trustee (1) acknowledging receipt of notification of such security assignment and (2) containing the agreement of the Lessee to continue to make all payments required to be made to the Lessor under such Future Lease to the account specified in such Future Lease unless and until the applicable Lessor or, if a Default Notice shall have been delivered (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration or termination of any Cure Period under the Indenture, or if an Acceleration Default shall have occurred and be continuing, the Security Trustee, otherwise directs (it being understood that the account specified in such Future Lease will be the account specified by the Administrative Agent to the Servicer as contemplated by Section 1.1(a) of Schedule 2.02(a) to the Servicing Agreement and subject in each case to applicable legal or tax constraints). Each Grantor hereby instructs the Security Trustee to enter into all lease-related documents and instruments on this date and as may arise from time to time, as reasonably requested by such Grantor, for the purposes of, subject to the Perfection Standards, assisting the applicable Grantor in establishing and maintaining the Security Trustee’s security interest for and on behalf of itself and for the benefit of the other Secured Parties in respect of any Assigned Lease. In connection with any Assigned Lease, each Grantor and the Security Trustee shall (x) cooperate with the Servicer by providing upon request of the Servicer a letter of quiet enjoyment by such Grantor or the Security Trustee, as applicable, addressed to the relevant Lessee with respect to such Assigned Lease in a form reasonably acceptable to such Lessee and, if to be provided by the Security Trustee, the Security Trustee and (y) provide all other reasonable assistance and cooperation to the Servicer in connection with the foregoing.
Section 3.03    Accounts.
(a)    Security Trustee Accounts. (i) Deutsche Bank hereby agrees to act as the Operating Bank under this Agreement. Upon the execution of this Agreement and from time to time thereafter as called for by Section 3.01 of the Indenture, the Operating Bank shall establish and maintain on the books and records of its office specified in Section 10.02 and maintain for the benefit of the Security Trustee (on behalf of the Secured Parties) each respective Security Trustee Account (as an Eligible Account) to be established on the Initial Closing Date or at such other time. If, at any time, any Security Trustee Account ceases to be an Eligible Account, the Operating Bank shall, promptly after notice from the Administrative Agent, cooperate with the Administrative Agent to facilitate its establishment of a new Security Trustee Account having the same characteristics as such other Account and transfer all property related to such old Account to such new Account. The Operating Bank also agrees to cooperate with any replacement Operating Bank as to the transfer of any property in, or records relating to, any Security Trustee Account maintained by it. Except as a Secured Party in accordance with the provisions of this Agreement and the Indenture, the Operating Bank waives any claim or lien against any Account it may have, by operation of law or otherwise, for any amount owed to it by any Grantor.
(i)    The Operating Bank hereby agrees that (A) it is a “bank” (as defined in Section 9-102(a)(8) of the UCC) and a “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) and is acting as a securities intermediary with respect to each Security Trustee Account, (B) each Security Trustee Account is and will be maintained as a Securities Account of which it is the Securities Intermediary and in respect of which the

 
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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 “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) of the “security entitlement” (as defined in Section 8-102(a)(17) of the UCC) with respect to each “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to such Account and the Operating Bank shall comply with all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and “instructions” (as defined in Section 8-102(a)(12) of the UCC) issued by the Security Trustee without further consent of the Grantors or any other Person, (C) all Collections and other cash required to be deposited in any such Account and Permitted Account Investments and all other property acquired with cash credited to any such Account will be credited to such Account, (D) all items of property (whether cash, investment property, Permitted Account Investments, other investments, securities, instruments or other property credited to each Security Trustee Account will be treated as a “financial asset” (as defined in Section 8-102(a)(9) of the UCC) under Article 8 of the UCC, (E) its “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the UCC) and the “bank’s jurisdiction” (within the meaning of Section 9-304 of the UCC) with respect to each Account is the State of New York, (F) (1) the law of the State of New York governs all issues specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary and, to the extent not so provided in any account agreement governing the Security Trustee Accounts established pursuant to this Section 3.03, such account agreement is hereby amended to so provide and (2) it will not modify the law applicable to such issues or (so long as this Agreement is in effect) under such account agreement, and (G) all securities, instruments and other property in order or registered from and credited to any Security Trustee Account shall be payable to or to the order of, or registered in the name of, the Operating Bank or shall be indorsed to the Operating Bank or in blank, and in no case whatsoever shall any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to any Security Trustee Account be registered in the name of any Grantor, payable to or to the order of any Grantor or specially indorsed to any Grantor except to the extent the foregoing have been specially endorsed by a Grantor to the Operating Bank or in blank.
(ii)    The Operating Bank acknowledges that the Security Trustee has appointed the Administrative Agent pursuant to the Administrative Agency Agreement, as its agent for, among other things, dealings with respect to the Security Trustee Accounts. The Operating Bank agrees that, until otherwise notified in writing by the Security Trustee, the Operating Bank will follow the written directions and instructions of the Administrative Agent, as the agent for the Security Trustee, to the extent it is required to follow those of the Security Trustee except that, with respect to withdrawals from any Series Account, the Operating Bank agrees that it will follow the directions and instructions of the Trustee, as the agent for the Security Trustee (the Security Trustee hereby appoints the Trustee as its agent for such purposes and the Trustee by executing a Secured Party Supplement hereto accepts such appointment).
(iii)    The Security Trustee agrees that it will hold its “security entitlement” to the “financial asset” credited to each Security Trustee Account in trust (A) to the extent of any Segregated Funds in the Lessee Funded Account or the Security Deposit Account,

 
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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.

for the benefit of the relevant Lessees, (B) in the case of the Series Account for each Series of Notes, the respective Series Account for such Series of Notes, for the benefit of the Holders holding such Series of Notes, respectively, and (to the extent applicable) each Secured Credit Facility Provider the proceeds of which funded such applicable Account, (C) in the case of the Asset Purchase Account, for the Secured Parties, and (D) in the case of any other Account, for the benefit of the Secured Parties (but subject to the subordination provisions hereof and of the Indenture).
(b)    Lessor Accounts. So long as any Secured Obligations remain unpaid:
(i)    Other than accounts with a nominal balance established by a Grantor in its jurisdiction of organization or incorporation solely to comply with local laws or regulations relating to its establishment, no Grantor shall establish any Account except to the extent that it is entitled, pursuant to the Indenture and in compliance with this Section 3.03(b)(i), to establish one or more Lessor Accounts. Except to the extent that any payment is permitted by the Indenture to be deposited in a Lessor Account, each Grantor shall instruct each Obligor to make such payment to the Collections Account in accordance with the Indenture and shall instruct each other Person obligated to make any other payment to such Grantor to the Collections Account in accordance with the Indenture.
(ii)    With respect to each Lessor Account:
(A)    Each Grantor shall maintain (or cause the Administrative Agent on such Grantor’s behalf to maintain) each Lessor Account (as an Eligible Account) in its name only with (x) the Operating Bank, (y) an Eligible Institution or (z) another bank or financial institution so long as such Lessor Account meets the definition of an Eligible Account at all times (a “Lessor Account Bank”). Unless not required pursuant to Section 3.01(l) of the Indenture, each Grantor shall cause any such Lessor Account Bank to establish and maintain such Lessor Account in the name of such Grantor on its books and records and to enter into a letter agreement in substantially the form of Exhibit B (or such other form as is reasonably acceptable to the Security Trustee) (the “Account Letter”) or a Local Law Security Document, or to make such other arrangements as are acceptable to the Security Trustee and consistent with the requirements of Section 3.01(l) of the Indenture with respect to such Lessor Account. Each Grantor shall cause the Administrative Agent to direct the transfer of funds on deposit in any Lessor Account in accordance with Section 3.01(l) of the Indenture.
(B)    Each Grantor shall immediately instruct each Obligor to make any Lease Payment not required, as provided in Section 3.03(b)(i), to be made to a Security Trustee Account to a Lessor Account meeting the requirements of Section 3.03(b)(ii)(A).
(C)    Upon any termination of any Account Letter, Local Law Security Document or other agreement with respect to the maintenance of a

 
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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.

Lessor Account by any Grantor or any Lessor Account Bank or other bank or financial institution pursuant to clause (ii)(A) above, such Grantor shall immediately notify all Obligors that were making payments to such Lessor Account to make all future payments to another Account meeting the requirements of this Section 3.03(b)(ii). Subject to the terms of any Lease, upon request by the Security Trustee, each Grantor shall, and if prohibited from doing so by the terms of any Lease, shall use commercially reasonable efforts to seek the consent of the relevant Lessee to, terminate any or all of its Lessor Accounts, in which case Section 3.03(b)(i) shall apply
(c)    Covenant Regarding Control. No Grantor shall cause or permit any Person other than the Security Trustee to have “control” (as defined in Section 9‑104, 9‑105, 9 106, or 9‑107 of the UCC) of any Collateral consisting of a “deposit account,” “electronic chattel paper,” “investment property,” “supporting obligations” or “letter of credit right” (as such terms are defined in Article 9 of the UCC); provided that the Servicer on behalf of, and under the directions and control of, the Security Trustee shall be permitted to hold any letter of credit provided by a Lessee or otherwise pursuant to a Lease
Section 3.04    Covenants Regarding Assigned Documents.
(a)    Upon the inclusion of any Assigned Document in the Collateral, the relevant Grantor will deliver to the Security Trustee a Consent and Agreement, in substantially the form of Exhibit C and executed by each party to such Assigned Document or (where the terms of such Assigned Document expressly provide for a consent to its assignment for security purposes to substantially the same effect as Exhibit C) will give due notice to each such other party to such Assigned Document of its assignment pursuant to this Agreement. Each Grantor also ratifies its authorization for the Security Trustee to have filed in any jurisdiction any UCC financing statement or amendments thereto if filed prior to the date hereof.
(b)    Upon the inclusion of any Assigned Lease in the Collateral, the relevant Grantor will deliver to the Security Trustee (or the applicable Lease shall contain) a notice and acknowledgement of the applicable Lessee of (and to the extent required under the Assigned Lease, consent of the applicable Lessee to) the security interest of the Security Trustee in such Assigned Lease which reflects that all Lease Payments under such Assigned Lease will be paid to the appropriate Account in accordance with the terms of the Indenture; provided that, to the extent not required for perfection, such Grantor shall not be required to provide an acknowledgment of the applicable Lessee if the same is not obtainable after using commercially reasonable efforts, so long as the insurance requirements set out in the relevant notice to such Lessee are satisfied and notice thereof has been provided to the Rating Agencies.
(c)    Upon written request of any Grantor, the Security Trustee (solely in its capacity as such) will execute such undertakings of quiet enjoyment in favor of the Lessee under any Assigned Lease as are (in the case of any Assigned Lease that is an Initial Lease) provided for in the Lease Assignment Documents or as are (in the case of any other Assigned Lease) substantially to the same effect as such undertakings or otherwise agreed with the Lessee, in each case, to the extent otherwise reasonably acceptable to the Security Trustee, and will cooperate

 
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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.

with such Grantor and such Lessee in the filing or registration of interests in, including any International Interests in respect of, such Assigned Lease or the related Aircraft Objects that are the subject of such Assigned Lease so as to preserve such Lessee’s rights of quiet enjoyment under such Assigned Lease as may be reasonably requested from time to time hereunder, in each case at the sole expense of the Issuer, provided that the Security Trustee shall have no liability to any Issuer Group Member or any Secured Party in respect of any such undertakings or to any Person lawfully claiming by, through or under any of the foregoing Persons in respect of any such undertakings. The Security Trustee shall be deemed to have the authority, on its own behalf and on behalf of the other Secured Parties, to execute and agree to the terms and conditions (including, without limitation, representations, warranties, covenants and undertakings that must be made or performed by the Secured Parties) set forth in any such undertakings provided to it by a Grantor for execution in accordance with this Section 3.04 and the Indenture.
(d)    Upon (i) the inclusion of any Assigned Document in the Collateral, (ii) the amendment or replacement of any Assigned Document or (iii) the entering into of any new Assigned Document, the relevant Grantor will deliver a copy thereof to the Security Trustee and will take such other action as may be necessary, advisable or, at the request of the Security Trustee, desirable to perfect the lien of this Agreement as to such Assigned Document.
(e)    Each Grantor shall, at its expense but subject to the Indenture and the other Related Documents:
(i)    perform and observe (or cause to be performed or observed) all the terms and provisions of the Assigned Documents to be performed or observed by it, enforce (or cause to be enforced) the Assigned Documents in accordance with their terms and take all such action to such end as may be from time to time requested by the Security Trustee; and
(ii)    furnish (or cause to be furnished) to the Security Trustee promptly upon receipt copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Documents, and from time to time, furnish (or cause to be furnished) to the Security Trustee such information and reports regarding the Collateral as the Security Trustee may reasonably request and, upon request of the Security Trustee make (or cause to be made) to each other party to any Assigned Document such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder.
(f)    Each Grantor will, at its expense and upon the request of the Security Trustee on behalf of any Secured Party that is a Service Provider, pursue for the benefit of such Secured Party and each other Secured Party that is a Service Provider any claim that such Secured Party (or the Security Trustee on their behalf) has or may have under any Assigned Document for indemnity or otherwise.
Section 3.05    Covenants Regarding Intangible Collateral. (a) All Intangible Collateral shall be delivered by the Issuer or the applicable Grantor to the Security Trustee, as follows:

 
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(i)    in the case of each Certificated Security, Instrument or other item of Intangible Collateral for which a security interest is granted and/or perfected by delivery to or possession by the Security Trustee, by (A) causing the delivery of such Certificated Security, Instrument or other item of Intangible Collateral to the Security Trustee at the Designated Address registered in the name of the Security Trustee or duly endorsed by an appropriate person to the Security Trustee or in blank and, in each case, held by the Security Trustee in the United States, or (B) if such Certificated Security, Instrument or other item of Intangible Collateral is registered in the name of any securities intermediary of any Securities Intermediary on the books of the issuer thereof or on the books of any securities intermediary of a Securities Intermediary, by causing such Securities Intermediary to continuously credit by book entry such Certificated Security, Instrument or other item of Intangible Collateral to a Securities Account maintained by such Securities Intermediary for the benefit of the Security Trustee (on behalf of the Secured Parties) and confirming to the Security Trustee that it has been so credited;
(ii)    in the case of each Uncertificated Security not perfected by delivery thereof to the Security Trustee, by (A) causing such Uncertificated Security to be continuously registered on the books of the issuer thereof in the name of the Security Trustee and causing such issuer to agree that it will comply with the instructions originated by the Security Trustee without further consent of any other Person or (B) if such Uncertificated Security is registered in the name of a Securities Intermediary on the books of the issuer thereof or on the books of any securities intermediary of a Securities Intermediary, by causing such Securities Intermediary to continuously credit by book entry such Uncertificated Security to a Securities Account maintained by such Securities Intermediary for the benefit of the Security Trustee (on behalf of the Secured Parties) and confirming to the Security Trustee that it has been so credited and causing each such securities intermediary to agree that it will comply with the instructions originated by the Security Trustee without further consent of any other Person;
(iii)    in the case of each Government Security registered in the name of any Securities Intermediary on the books of the Federal Reserve Bank of New York or on the books of any securities intermediary of such Securities Intermediary or any “securities entitlement” (as defined in Section 8-102(a)(17) of the UCC), by causing such Securities Intermediary to continuously credit by book entry such security to the Securities Account maintained by such Securities Intermediary for the benefit of the Security Trustee (on behalf of the Secured Parties), confirming to the Security Trustee that it has been so credited and confirming that it will comply with the “entitlement orders” (as defined in Section 8‑102(a)(8) of the UCC) originated by the Security Trustee without further consent of any other Person; and
(iv)    in the case of any Instrument, Beneficial Interest Collateral or Membership Interest Collateral by (A) to the extent that the grant of the security interest to the Security Trustee in any Instrument, Beneficial Interest Collateral or Membership Interest Collateral or the transfer of any Instrument, Beneficial Interest Collateral or Membership Interest Collateral upon exercise of remedies by the Security Trustee is

 
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subject to any restrictions on transfer or any consent requirements, by obtaining all necessary consents and approvals thereof and (B)(1) if any Instrument, Beneficial Interest Collateral or Membership Interest Collateral constitutes a securities entitlement (as defined above), Certificated Security, Instrument or Uncertificated Security, complying with clauses (i) or (ii) above, as applicable or (2) if Beneficial Interest Collateral or Membership Interest Collateral constitutes a general intangible, by causing an appropriate financing statement covering each such Beneficial Interest Collateral or Membership Interest Collateral to be filed in the appropriate office necessary to perfect the security interest of the Security Trustee therein.
(b)    Each Grantor consents to the grant by each other Grantor of a lien in all Intangible Collateral to the Security Trustee and without limiting the generality of the foregoing consents to the transfer of any Stock Collateral, Beneficial Interest Collateral or Membership Interest Collateral to the Security Trustee or its designee following an Event of Default and to the substitution of the Security Trustee or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.
(c)    Each of the Issuer and the Security Trustee hereby represents and warrants, with respect to the Intangible Collateral, that it has not entered into, and hereby agrees that it will not enter into, any agreement (i) with any Person specifying any jurisdiction other than the State of New York or California as the jurisdiction of each Securities Intermediary in connection with each Securities Account for purposes of 31 C.F.R. Section 357.11(b), Section 8-110(e) of the UCC or any similar state or Federal or Applicable Law, or (ii) with any other person relating to any Securities Account or the financial assets credited thereto pursuant to which it has agreed that any Securities Intermediary may comply with entitlement orders made by such Person. The Security Trustee represents that, to the extent requested by the Administrative Agent, the Issuer or the applicable Grantor, it will, by express agreement with each Securities Intermediary, provide for each item of property constituting Intangible Collateral held in and/or credited to the applicable Securities Account, including cash, to be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC for the purposes of Article 8 of the UCC.
(d)    In addition to the foregoing, each applicable Grantor organized or incorporated under the laws of any jurisdiction located outside of the United States shall take all steps required under the laws of such jurisdiction in order to ensure the validity, perfection, priority and enforceability of the security interests and charge granted hereunder, including entering into one or more Local Law Security Documents, if any, but, notwithstanding anything to the contrary herein, no such actions shall be required to be taken in respect of a De Minimis Account.
(e)    Without limiting the foregoing, the Issuer shall cause each Securities Intermediary to take such different or additional action as may be required based upon any Opinion of Counsel received pursuant to Section 3.11 in order to maintain the perfection and priority of the security interest of the Security Trustee in the Intangible Collateral in the event of any change in Applicable Law or regulation, including Articles 8 and 9 of the UCC and regulations of the U.S. Department of the Treasury governing transfers of interests in

 
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Government Securities. The Security Trustee agrees, upon written request of the Issuer, the applicable Grantor or the Administrative Agent, to provide any authorization required to effect such actions.
(f)    Each Grantor agrees that it will not acquire an ownership, equity or any similar interest in any Person that would not be described in the definitions of “Beneficial Interest Collateral,” “Membership Interest Collateral” or “Stock Collateral.”
Section 3.06    Further Assurances. (a) Provided that with respect to the Assets and the Assigned Leases no Grantor shall be required to take any additional actions not required by the Perfection Standards, and other than with respect to any De Minimis Account, each Grantor agrees that from time to time, each Grantor agrees that from time to time, at the expense of such Grantor and the Issuer, such Grantor shall promptly execute and deliver all further instruments and documents, and take all further action (including under the laws of any foreign jurisdiction), that may be necessary, advisable or desirable, or that the Security Trustee may reasonably request, in order to better assure, grant or perfect, protect the priority of and protect any pledge, assignment or security interest granted or purported to be granted hereby or any other Related Document or to enable the Security Trustee to exercise and enforce its rights, powers and remedies hereunder or under any other Related Document with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:
(i)    if any Collateral shall be evidenced by a promissory note or other instrument or tangible chattel paper (as defined in Section 9-102(a)(78) of the UCC), deliver and pledge to the Security Trustee hereunder such note or instrument or tangible chattel paper duly indorsed and accompanied by duly executed instruments of transfer or assignment;
(ii)    execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Security Trustee may reasonably request, in order better to assure, grant, perfect, protect the priority of and/or preserve the pledge, assignment and security interest granted or purported to be granted hereby; and
(iii)    execute, file, record, or register such additional instruments, documents and supplements to this Agreement, including any further assignments, security agreements pledges, grants and transfers, as may be required by or desirable under the laws of any foreign jurisdiction, or as the Security Trustee may reasonably request, to create, attach, perfect, validate, render enforceable, protect or establish the priority of the security interest and lien of this Agreement.
(b)    Each Grantor hereby irrevocably authorizes (without imposing any obligation on) the Security Trustee to file one or more financing or continuation statements, and amendments thereto, from time to time relating to all or any part of the Collateral without the signature of such Grantor where permitted by law, and such other instruments or notices, as may be necessary or desirable, including as identified to the Security Trustee pursuant to the Opinion of Counsel described in Section 3.11 hereof in order to better assure, grant, perfect, perfect the

 
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priority of and preserve the pledge, assignment and security interest granted hereby, in each case as provided in the Perfection Standards. Such financing or continuation statements, or amendments thereto, may describe the collateral as “all assets” or words of similar import. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Each Grantor also ratifies its authorization for the Security Trustee to have filed in any jurisdiction any UCC financing statement or amendments thereto if filed prior to the date hereof or any applicable Delivery Date.
(c)    Each Grantor shall furnish or cause to be furnished to the Security Trustee from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Security Trustee may reasonably request, all in reasonable detail; provided that, to the extent that (in the case of any Assigned Lease) such statements, schedules or reports (or the data needed to prepare them) can be obtained only from the Servicer, no Grantor shall be required to obtain any such statements, schedules, reports or data beyond those to which it is entitled under the Servicing Agreement.
(d)    In addition to the foregoing, other than in respect of any De Minimis Account, the Issuer and each applicable Grantor shall take all steps required under the laws of the jurisdiction in which it is formed, organized or incorporated in order to ensure the validity, perfection, priority and enforceability of the security interests and charge granted hereunder or under any other Security Document, as applicable, including, without limitation, entering into one or more Local Law Security Documents
(e)    Each Grantor (including each Asset Trustee) shall, during the term of this Agreement, establish and maintain a valid and existing account as a Transacting User Entity with the International Registry and appoint an Administrator and/or a Professional User Entity to make registrations in regard to the Collateral as required by this Agreement in accordance with the Perfection Standards.
Section 3.07    Place of Perfection; Records. Each Grantor shall keep its jurisdiction of organization or incorporation, as the case may be, chief place of business and chief executive office (if any) and the office where it keeps its records concerning the Collateral at the location therefor specified in Schedule III or, upon 30 days’ prior written notice to the Security Trustee, at such other locations in a jurisdiction where all actions required to maintain the Security Trustee’s first priority perfected security interest in, to and under the Collateral shall have been taken in accordance with the Perfection Standards. Each Grantor shall hold and preserve such records and shall permit representatives of the Security Trustee at any time during normal business hours to inspect and make abstracts from such records, all at the sole cost and expense of such Grantor.
Section 3.08    Transfers and Other Encumbrances; Additional Shares or Interests. (a) No Grantor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral or (ii) create or suffer to exist any Encumbrance upon or with respect to any of the Collateral other than the pledge, assignment and security interest created by this Agreement and as otherwise provided herein or any other Related Document.

 
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(b)    Except as otherwise provided pursuant to Section 5.02(i) of the Indenture, the Issuer Subsidiaries shall not, and the Issuer shall not permit the Issuer Subsidiaries to, issue, deliver or sell any shares, interests, participations, options, warrants or other equivalents. Any beneficial interest or capital stock or other securities or interests issued in respect of or in substitution for the Pledged Stock, Pledged Membership Interest or Pledged Beneficial Interest shall be issued or delivered (with any necessary endorsement) to the Security Trustee.
Section 3.09    Security Trustee May Perform. If any Grantor fails to perform or comply with any agreement contained in this Agreement or any other Related Document, the Security Trustee may (but shall not be obligated to) itself perform, or cause performance of, such agreement, and the expenses of the Security Trustee incurred in connection with doing so shall be deemed an Expense, to be paid out of Available Collections on the next succeeding Payment Date in accordance with Section 3.09 of the Indenture.
Section 3.10    Covenant to Pay and Perform. Each Grantor covenants with the Security Trustee (for the benefit of the Security Trustee and the Secured Parties) that (a) it will pay any monies or discharge any liabilities whatsoever that are now, or at any time hereafter may be, due, owing or payable by such Grantor in any currency, actually or contingently, solely and/or jointly, and/or severally with another or others, as principal or surety on any account whatsoever pursuant to the Notes, the Indenture, the Service Provider Documents, the Hedge Agreements and the other Related Documents in accordance with their terms and (b) it will perform and comply with all covenants in the Indenture that by their terms obligate the Issuer to cause such Grantor to take or not to take specified actions, including without limitation all covenants relating to the ownership, leasing, disposition, acquisition and maintenance of the Assets.
Section 3.11    Annual Opinion. Within 10 days after each anniversary of the Initial Closing Date, the Issuer shall cause to be delivered to the Security Trustee an Opinion of Counsel to the effect that (i) during the preceding year there has not occurred any change in New York or Delaware that would require the taking of any action in order to maintain the perfection or priority of the lien of this Agreement on the Collateral (it being agreed that each such opinion shall not be required to address the actual priority of such lien and that the Grantors shall not be obligated to take any action described in such opinion that is inconsistent with the Perfection Standards) or, if there has been such a change, setting forth the actions so to be taken and (ii) no additional UCC financing statement, continuation statement or amendment thereof, consistent with the Perfection Standards, will be necessary during the next twelve months to maintain the perfected security interest of the Security Trustee or identify any such required UCC financing statement, continuation statement or amendment. The Issuer agrees to take all such actions as may be indicated in any such opinion, subject to the Perfection Standards, except that, as provided in Section 3.03, the Security Trustee shall take any such actions as may be required with respect to any Securities Intermediary.
Section 3.12    Perfection Standards. The parties hereto agree that for all purposes of this Agreement, the perfection of the security interest of the Security Trustee in the Assets and the Assigned Leases shall be accomplished in accordance with the following terms (the “Perfection Standards”):

 
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(a)    Each Grantor shall register or cause to be registered or consent to the registration with the International Registry of, and shall take such further actions as may be necessary or desirable, or that the Security Trustee may reasonably request, to effect the registration with the International Registry of:
(i)    if agreed with the seller of an Asset to be acquired by such Grantor pursuant to an Acquisition Agreement, the Prospective International Interest, if any, created by this Agreement with respect to such Asset;
(ii)    if a Prospective International Interest with respect to any Asset owned by such Grantor has not been registered, the International Interest, if any, created by this Agreement with respect to such Asset;
(iii)    the International Interest provided for in any Cape Town Lease to which such Grantor is a lessor or lessee;
(iv)    the assignment to the Security Trustee of each International Interest described in clause (iii); and
(v)    the Contract of Sale with respect to any Asset by which title to such Asset is conveyed by or to such Grantor;
provided that no Grantor shall be required to register any interest (or assignment thereof) with the International Registry with respect to any Aircraft Engine relating to an aircraft that is registered in a jurisdiction which is a “title grabbing” or “title accession” jurisdiction if the applicable Lease in respect of such aircraft or Engine prohibits such registration; provided further that, if the relevant transaction relating to any Prospective International Interest is not consummated, such Grantor will take such actions as may be necessary or desirable to discharge such Prospective International Interest; provided further that, if the relevant Grantor is advised by legal counsel in the jurisdiction of registration of an Asset that is an Airframe (other than the United States) that a registration described in any of clauses (i) through (iv) above with the International Registry cannot properly be made so long as the applicable aircraft is registered in such jurisdiction unless a security agreement governed by the laws of such jurisdiction is entered into, then such registration with the International Registry shall not be required for so long as such aircraft is registered in such jurisdiction (collectively, the “Required Cape Town Registrations”), provided further that (1) on or prior to the Delivery Date for an Asset, the relevant Grantor shall cause its Administrator (acting directly or through a Transacting User Entity or a Professional User Entity to whom it has given an authorization) to commence effecting the applicable registrations with the International Registry described in clauses (ii) through (v) above and (2) in connection with any registrations with the International Registry described in clause (iii) and (iv) above, the Security Trustee shall be registered as the holder of the right to discharge such registrations (except to the extent that, after use of commercially reasonable efforts by the lessor or its representatives, the Lessee under any Assigned Lease will not consent to the right to discharge the registrations with the International Registry described in clauses (iii) and (iv) above to be held by any Person other than the applicable lessor). To the extent that (A) the Security Trustee’s consent is required for any such registration, or (B) the

 
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Security Trustee is required to initiate any such registration, the Security Trustee shall cause such consent or such initiation of such registration to be effected at the request of the Grantor, and no Grantor shall be in breach of this section should the Security Trustee fail to do so in a proper fashion.
(b)    With respect to each Asset that is an Engine, each Grantor that owns or hereafter acquires such Engine shall: (i) in the case of an Engine that is not subject to an Assigned U.S. Lease, register and record with the FAA an Asset Mortgage with respect to such Engine, and (ii) in the case of an Engine that is subject to an Assigned U.S. Lease, for so long as such Engine is subject to such Assigned U.S. Lease, register and record with the FAA, (A) an Asset Mortgage and Lease Security Assignment with respect to such Engine and such Assigned U.S. Lease or (B) if an Asset Mortgage is then registered with the FAA with respect to such Engine, a Lease Security Assignment with respect to such Assigned U.S. Lease. The foregoing shall not be required with respect to an Engine that is (and for so long as it remains) associated with an Airframe that is registered in a country other than the United States of America.
(c)    With respect to each Asset that is an Airframe, if any, that is registered in the United States of America, each Grantor that owns or hereafter acquires such Airframe shall, for so long as such Airframe is so registered, (i) in the case of an Asset that is not subject to an Assigned Lease, register and record with the FAA an Asset Mortgage with respect to such Airframe and (ii) in the case of an Airframe that is subject to an Assigned Lease, register and record with the FAA, (A) an Asset Mortgage and Lease Security Assignment with respect to such Airframe and such Assigned Lease or (B) if an Asset Mortgage is then registered with the FAA with respect to such Airframe, a Lease Security Assignment with respect to such Assigned Lease.
(d)    Each Grantor shall be relieved of taking the actions specified in Section 3.12(b) or (c) if and to the extent that the Security Trustee receives an opinion of counsel based on then prevailing case law and without material qualifications to the effect that such actions are not necessary under 49 U.S.C. §44108 to establish the validity of any such Asset Mortgage, Asset Mortgage and Lease Security Assignment or Lease Security Assignment against a Person that does not have actual notice of the same, or that registration at the International Registry of the International Interest created by any such Asset Mortgage or Asset Mortgage and Lease Security Assignment or the assignment of the International Interest provided for in a Lease by any such Lease Security Assignment or Asset Mortgage and Lease Security Assignment constitutes such actual notice for purposes of such statute; provided that the Security Trustee shall not be required to determine the sufficiency of any such opinion of counsel.
(e)    Each Grantor, if any, incorporated in Ireland or that is a “relevant external company” within the meaning of the Companies Act 2014 of Ireland shall make any filings that may be required in accordance with Parts 7 and 21 of the Companies Act 2014 of Ireland and any filings that may be required in accordance with Section 82 of the Companies Act 2014 of Ireland, in each case within any applicable statutory time limits. Each Grantor and the Security Trustee hereby authorizes any solicitor or partner of any external counsel in Ireland approved by the Servicer to execute and present for filings to the Irish Companies Registration Office on its behalf any forms in respect of the Security Documents.

 
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(f)    On or prior to the relevant Delivery Date for an Asset, the Security Trustee shall have received (i) a legal opinion of McAfee & Taft, special FAA counsel to the Issuer, or other nationally recognized FAA counsel, substantially in the form of Exhibit E and (ii) copies of the legal opinions delivered pursuant to Schedule 9 of the Asset Purchase Agreement and addressed to the Security Trustee (or, in each case, the Grantor shall have received reasonable assurances from the applicable legal counsel that such opinion shall be delivered promptly after the applicable registrations, recordations and filings referenced therein have been completed); provided that the Security Trustee shall not be required to determine the sufficiency of any such opinion of counsel.
(g)    Each Grantor shall cause UCC financing statements (and continuation statements, as applicable) covering all of the Collateral to be filed in the applicable jurisdiction.
(h)    No Grantor shall have any obligation to take any other action to perfect the security interest of the Security Trustee in the Assets or the Assigned Leases that is not described in this Section 3.12 or in Sections 3.02, 3.04 or 3.06, including, without limitation, any of the following actions with respect to the security interests and/or International Interests granted or created hereby, by any Lease Assignment Documents or by any of the Leases: (i) file or cause to be filed this Agreement, any supplement hereto, any mortgage, security agreement or similar document with the FAA not described in this Section 3.12(b) or (c), or (ii) other than completion of the Required Cape Town Registrations, to make any other filings or registrations with the International Registry.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01    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)    Each Grantor is the legal and beneficial owner of the Collateral pledged by it hereunder free and clear of any and all Encumbrances (other than Permitted Encumbrances). No effective financing statement, aircraft mortgage, engine mortgage, security agreement, title reservation agreement or other instrument similar in effect (which, for the avoidance of doubt, shall not include any Contract of Sale in favor of any 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.
(b)    This Agreement creates a valid and, upon the taking of the actions required hereby and by the 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

 
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policies to the extent that Article 9 of the UCC does not apply to such Collateral and (c) letters of credit, except to the extent any such letter of credit constitutes supporting obligations of any Assigned Lease) as security for the 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 extent provided in Section 3.12 with respect to Assets and Assigned Leases). Other than the security interest granted to the Security Trustee pursuant to this Agreement or any security interest previously granted that shall be terminated, released and/or discharged as of the date hereof, no Grantor has pledged, assigned, sold or granted a security interest in any of the Collateral or authorized, and is not aware 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 Collateral other than any financing statement or registration of an International Interest or Prospective International Interest relating to the security interest granted to the 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. There are no judgment or tax lien filings against any Grantor.
(c)    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.

 
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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 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 Security Trustee.
(j)    A true and complete copy of each Assigned Agreement in 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

 
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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 in 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.
Section 4.02    Representations and Warranties of the Grantors. Each Grantor (other than the Issuer) represents and warrants as of the Initial Closing Date, if it is a party to this Agreement on such date, or as of the date such Grantor becomes a party to this Agreement by the execution and delivery of a Grantor Supplement and, with respect to all Collateral, as of the date such Collateral becomes a part of the Collateral, as follows:
(a)    Such Grantor is the legal and beneficial owner of the Collateral pledged by it hereunder free and clear of any and all Encumbrances (other than Permitted Encumbrances).
(b)    This Agreement creates a valid and, upon the taking of the actions required hereby, 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 UCC does not apply to such Collateral and (c) letters of credit, except to the extent any such letter of credit constitutes supporting obligations of any Assigned Lease) as security for the 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

 
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such security interest have been duly taken (but only to the extent provided in Section 3.12 with respect to Assets and Assigned Leases). Other than the security interest granted to the Security Trustee pursuant to this Agreement or any security interest previously granted that shall be terminated, released and/or discharged as of the date this representation and warranty is given, such Grantor has not pledged, assigned, sold or granted a security interest in any of the Collateral or authorized, and is not aware 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 such Grantor, any Asset or the Collateral other than any financing statement or registration of an International Interest or Prospective International Interest relating to the security interest granted to the 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. There are no judgment or tax lien filings against any Grantor.
(c)    The name of such 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, provides the name specified for the trust in its organizational documents and indicates that it is a trust.
(d)    No consent of any other 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 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 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) as otherwise described in a Grantor Supplement or Collateral Supplement, (E) such other filings as are required under other relevant local law and (F) 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 or incorporation of such Grantor is set forth on Schedule III, as supplemented by any Grantor Supplement, and, if applicable to determine such Grantor's location for purposes of the UCC, the office where such 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.
(f)    The Pledged Stock issued or held by such Grantor (if any) constitutes the percentage of the issued and outstanding Stock of such Grantor indicated on Schedule I, as supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor. The Pledged Beneficial Interests issued or held by such Grantor (if any) constitute the percentage of the Beneficial Interests of the issuers thereof indicated on Schedule I, as

 
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supplemented by any Grantor Supplement or Collateral Supplement executed and delivered by any Grantor.
(g)    If such Grantor is a trust or company (including an Asset Trustee) that holds legal title to an Asset, it is situated in a Contracting State (or another jurisdiction if necessary or desirable for tax, registration or other lease or ownership structuring reasons) and has the power to dispose of each Asset that it owns and the right to assign the International Interest provided for in each Cape Town Lease under which it is the lessor and all associated rights in respect of such Cape Town Lease that form part of the Collateral. 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)) that are issued or held by such Grantor (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 that is issued or held by such Grantor 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)    A true and complete copy of each Assigned Agreement and each Assigned Part-Out Agreement in effect to which such Grantor is a party on the Initial Closing Date or on the date of any Grantor Supplement or Collateral Supplement to which such Grantor is a party, as applicable, has been delivered to the Security Trustee. Each such Assigned Agreement and each such Assigned Part-Out Agreement, as of the Initial Closing Date or as of the date of such Grantor Supplement or Collateral Supplement, as applicable, has been duly authorized, executed and delivered, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms.
(j)    Each Account that exists on the Initial Closing Date or that is established and maintained thereafter for the benefit of such Grantor in accordance with Section 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.
(k)    Each of the Hedge Agreements and Asset Interests constitute “general intangibles” within the meaning of Section 9-102(a)(42) of the UCC.

 
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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.

(l)    The Pledged Stock and the Pledged Beneficial Interests issued or held by such Grantor (if any) 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 issued or held by such Grantor (if any) 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 issued or held by such Grantor (if any) constituting uncertificated securities which are registered. None of the Pledged Stock or the Pledged Beneficial Interests issued or held by such Grantor (if any) 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 Security Trustee.
(m)    Each Asset Trust (or Asset Trustee in respect of each Asset (m) Trust) that is a Grantor hereunder represents and warrants as of the Initial Closing Date if it is a party to this Agreement as of such date or if it is not a party as of such date, as of the date it becomes a party to this Agreement, and as of each subsequent date on which such Grantor acquires an Asset, that it is duly qualified to act as a trust or a trustee (as applicable) in each jurisdiction necessary in order for the Security Trustee to enforce its rights in the Collateral, that it has the power and authority to execute and deliver this Agreement and the other Related Documents to which it is a party and to carry out their terms and to grant the security interest in the Collateral to the Security Trustee, and that the execution, delivery and performance of this Agreement and the other Related Documents to which such Grantor is a party have been duly authorized by all necessary action.
ARTICLE V
REMEDIES
Section 5.01    Remedies. Upon delivery of a Default Notice to the Security Trustee pursuant to Section 4.02 of the Indenture (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or during the continuance of any Acceleration Default, the Security Trustee may, and upon the direction of the Trustee, shall:
(a)    apply to a court of competent jurisdiction to obtain specific performance or observance by the Issuer and any or all of the other Grantors of any covenant, agreement or undertaking on the part of the Issuer or any such Grantor hereunder that the Issuer or any such Grantor shall have failed to observe or perform or to obtain to aid in the execution of any power granted herein; and/or

 
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(b)    require any Grantor to assemble, and such Grantor hereby agrees that it shall at its expense and upon request of the Security Trustee forthwith assemble, but subject to the rights of the Lessees, all or part of the Collateral as directed by the Security Trustee and make it available to the Security Trustee at a place to be designated by the Security Trustee that is reasonably convenient to both parties; and/or
(c)    without notice except as specified below, sell or cause the sale of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Security Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Security Trustee may deem commercially reasonable; and/or
(d)    exercise all rights of the applicable Grantors under any other agreement in respect of any Intercompany Loan with any Issuer Group Member or of any Grantor under any lease agreement entered into with any other Issuer Group Member; and/or
(e)    proceed to foreclose against the Collateral or any part thereof pursuant to this Agreement, and according to the Applicable Law of the jurisdiction or jurisdictions in which such Collateral or part thereof shall at the time be located and according to the Cape Town Convention, by doing any one or more or all of the following acts, as the Security Trustee, in its sole and complete discretion (acting in good faith), may then elect, or as directed by the Trustee:
(i)    exercise all the rights and remedies, in foreclosure and otherwise, available to it as Security Trustee and a secured party under the provisions of Applicable Law;
(ii)    institute legal proceedings to foreclose upon and against the security interest granted in and by this Agreement, the FAA Security Documents and the other Security Documents, to recover judgment for all amounts then due and owing as indebtedness secured hereby, and to collect the same out of any of the Collateral or the proceeds of any sale thereof;
(iii)    institute legal proceedings for the sale, under the judgment or decree of any court of competent jurisdiction, of any or all of the Collateral;
(iv)    without regard to the adequacy of the Collateral for the Indenture or any other agreement between the Security Trustee and the Issuer, any Grantor and their Affiliates, by virtue of this Agreement, any FAA Security Document, any other Security Document or otherwise, or any other collateral or other security or to the solvency of the Grantor, institute legal proceedings for the appointment of a receiver or receivers pending foreclosure hereunder or for the sale of any of the Collateral under the order of a court of competent jurisdiction or under other legal process; or
(v)    personally, or by agents or attorneys, enter upon any premises where the Collateral or any part thereof may then be located, and take possession of all or any part thereof or render it unusable; and without being responsible for loss or damage to such Collateral, sell, hold, store and keep idle, or lease, operate or otherwise use or permit

 
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the use of, the same or any part thereof, and demand, collect and retain all hire, earnings and other sums due and to become due in respect of the same from any party whomsoever, accounting for net earnings, if any, arising from such use and charging against all receipts from the use of the same or from the sale thereof, by court proceedings or pursuant to Section 5.02, all other costs, reasonable expenses, charges, damages and other losses resulting from such use in good faith.
The Security Trustee shall incur no liability as a result of the sale or lease of such Collateral or any part thereof at any sale pursuant to Section 5.02 conducted in a commercially reasonable manner (it being agreed that any such repossession, sale or lease conducted as provided in Section 3.02 shall be deemed to have been conducted in a commercially reasonable manner), and the Issuer and each Grantor hereby waives any claims against the Security Trustee arising by reason of the fact that the price at which such Collateral may have been sold at such sale was less than the price that might have been obtained, even if the Security Trustee accepts the first offer received and does not offer such Collateral to more than one Person.
All reasonable expenses of obtaining any such judgment, bringing any such legal proceeding or of pursuing, searching for and taking the Collateral shall, until paid, be secured by the Encumbrance of this Agreement. Each Grantor shall permit representatives of the Security Trustee to be present at such Grantor’s place of business to receive copies of all communications and remittances relating to the Collateral and shall forward copies of any notices or communications received with respect to the Collateral, all in such manner as the Security Trustee may require.
Section 5.02    Delivery of Collateral, Power of Sale, etc. (a) If the Security Trustee should elect, or be directed by the Trustee, to foreclose upon and against the security interest created in and by this Agreement, each Grantor shall, at its expense and upon demand of the Security Trustee, deliver to the Security Trustee all or any part of the Collateral at such time or times and place or places as the Security Trustee may specify; and the Security Trustee is hereby authorized and empowered, in accordance with Applicable Law and without being responsible for loss or damage to such Collateral incurred other than solely by reason of the Security Trustee’s gross negligence or willful misconduct, to enter upon any premises where the Collateral or any part thereof may be located and take possession of and remove the same. The Security Trustee may thereafter sell and dispose of, or cause to be sold and disposed of, all or any part of the Collateral pledged by any Grantor at one or more public or private sales, at such places and times and on such terms and conditions as the Security Trustee may deem fit in good faith (it being acknowledged that the Security Trustee shall not be liable to any of the Secured Parties in respect of any claim that any such purchase price was not the highest obtainable, provided that the Security Trustee shall have complied with the requirements of Applicable Law), with or without any previous demand to the Issuer, such Grantor or any other person, or advertisement of any such sale or other disposal upon notice to such Grantor (it being understood and agreed that such provision of notice to such Grantor shall not be deemed to limit or otherwise restrict the Security Trustee’s rights and remedies hereunder or under any other agreement); and for the aforesaid purpose, any other notice of sale, any advertisement and other notice or demand, any right of equity of redemption and any obligation of a prospective

 
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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.

purchaser to inquire as to the power and authority of the Security Trustee to sell or the application by the Security Trustee of the proceeds of sale or otherwise that would otherwise be required by, or available to such Grantor under, Applicable Law are hereby expressly waived by the Issuer and each other Grantor to the fullest extent permitted by such Applicable Law, except that the Security Trustee shall be obligated to deliver the notice of any proposed sale or lease of an Asset required by the Cape Town Convention. The Security Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. In the event that any mandatory requirement of Applicable Law shall obligate the Security Trustee to give different, additional or prior notice to the Issuer or any Grantor of any of the foregoing acts, the Issuer and each Grantor hereby agrees that, to the extent permitted by Applicable Law, a written notice sent to it by mail or by facsimile, so as reasonably to be expected to be delivered to the Issuer or such Grantor at least five (5) Business Days before the date of any such act shall be deemed to be reasonable notice of such act and, specifically, reasonable notification of the time after which any private sale or other disposition intended to be made hereunder is to be made.
(b)    The Security Trustee shall not have any duty or obligation to use, operate, store, lease, control, manage, sell, dispose of or otherwise deal with the Assets or any other part of the Collateral, or otherwise to take or refrain from taking any action under, or in connection with, this Agreement or any Lease. If an Event of Default under the Indenture shall occur and be continuing and the Security Trustee shall have obtained possession of or title to any Asset, the Security Trustee shall not be obligated to use or operate such Asset or cause such Asset to be used or operated directly or indirectly by itself or through agents or other representatives or to lease, license or otherwise permit or provide for the use or operation of such Asset by any other Person unless the Security Trustee shall have been directed herewith by the Trustee, and indemnified to its satisfaction by the other Secured Parties, to do so and shall have been able to obtain insurance in kinds, at rates and in amounts satisfactory to the Trustee (and otherwise reasonable acceptable to the Security Trustee) to protect the Collateral and the Security Trustee against any and all liability for loss or damage to such Asset and for public liability and property damage resulting from use or operation of such Asset and funds are available in the Collateral to pay for all such insurance or, in lieu of such insurance, the Security Trustee is furnished with indemnification from any other Person upon terms and in amounts satisfactory to the Trustee (and otherwise reasonably acceptable to the Security Trustee) to protect the Collateral and the Security Trustee, both as Security Trustee and individually, against any and all such liabilities.
Section 5.03    Right to Possession, etc. To the fullest extent each Grantor may lawfully agree, the right of the Security Trustee to take possession of and sell any of the Collateral in compliance with the provisions of this Article V shall not be affected by the provisions of any applicable reorganization or other similar law of any jurisdiction; and the Issuer and each Grantor shall not take advantage of any such law or agree to allow any agent, assignee or other party to take advantage of such law in its place, to which end the Issuer and each Grantor, for itself and all who may claim through it, as far as it or they now or hereafter lawfully may do so, hereby waives, to the fullest extent permitted under Applicable Law, any rights or defenses arising under any such law, and all rights to have the Collateral marshalled upon any foreclosure hereof, and hereby agrees that any court having jurisdiction to foreclose upon and against the

 
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security interest created in this Agreement may order the sale of the Collateral subject to such jurisdiction as an entirety or severally.
Section 5.04    Application of Proceeds. (a) Following the occurrence and continuance of an Event of Default, all proceeds received by the Security Trustee under or pursuant to this Agreement, and all amounts received by the Trustee pursuant to the Indenture, shall be applied in the first place to pay all such payments, disbursements, expenses and losses whatsoever (together with interest thereon as hereinbefore provided for) as may have been incurred by the Security Trustee in or about or incidental to the exercise by the Security Trustee of the rights and powers specified in this Agreement, the Indenture, the Related Documents or in any other agreement or any of them and the balance shall be applied by the Trustee as provided in Sections 3.09 and 4.02 of the Indenture.
(b)    Subject to the terms and conditions of this Agreement and the Indenture, the Security Trustee shall distribute to the Issuer and each Grantor, or any other Person entitled thereto, any payments in respect of Excluded Payments received by the Security Trustee promptly upon receipt thereof by the Security Trustee, and the Security Trustee shall distribute to Willis Lease (or otherwise at the direction of the Administrative Agent acting at the direction of Willis Lease) any payment in respect of Excluded Property received by the Security Trustee promptly upon receipt thereof by the Security Trustee provided, however, that none of the Trustee, the Security Trustee or the Operating Bank shall (i) be deemed to have
knowledge as to whether any amounts received constitute an Excluded Payment or a payment in
respect of Excluded Property or (ii) have any responsibility to investigate, monitor or notify any Person of the foregoing.

Section 5.05    Matters Involving Manner of Sale. (a) At any sale pursuant to this Article V, whether by virtue of judicial proceedings contemplated in Section 5.01 or under the power of sale granted in Section 5.02, it shall not be necessary for the Security Trustee or a public officer under order of a court to have present physical or constructive possession of the Collateral to be sold. The recitals contained in any conveyances and receipts made and given by the Security Trustee in good faith or such public officer to any purchaser at any sale made pursuant to this Agreement shall, to the extent permitted by Applicable Law, conclusively establish the truth and accuracy of the matters therein stated (including, without limiting the generality of the foregoing, the amounts due and payable under the Indenture and the Related Documents and any other indebtedness secured hereby, the accrual and nonpayment thereof and advertisement and conduct of such sale in the manner provided herein and by Applicable Law) other than in the case of manifest error; and all prerequisites to such sale shall be presumed to have been satisfied and performed.
(b)    At any sale or sales made pursuant to this Article V, the Security Trustee or its agents may bid for or purchase, free from any right or equity of redemption in favor of the Issuer, the relevant Grantor and any person claiming by, through or under them (all such rights being in this Article V waived and released), any part of or all the Collateral offered for sale, and may make payment on account thereof by using any claim for moneys then due and payable to the Security Trustee or any Secured Party by the Issuer and such Grantor as a credit against the

 
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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.

purchase price; and the Security Trustee upon compliance with the terms of sale, may hold, retain and dispose of such Collateral without further accountability therefor to the Issuer, the Grantor or any third party, except as expressly required by Applicable Law. In any such sale the Security Trustee shall not be obligated to make any representations or warranties with respect to the Collateral or any part thereof, and the Security Trustee shall not be chargeable with any of the obligations or liabilities of the Issuer or such Grantor with respect thereto. The Issuer and each Grantor hereby agrees (i) that it will indemnify and hold the Security Trustee harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control thereof by the Security Trustee or its agents pursuant to this Article V, or arising out of any act of, or omission to act on the part of, any party other than the Security Trustee or any of its agents prior to such taking of actual possession or control by the Security Trustee, or arising out of any act of, or omission to act on the part of, the Issuer, the Grantor or any person claiming by, through or under the Issuer or such Grantor (not including the Security Trustee or any Person claiming by, through or under the Security Trustee) or any of their Affiliates or agents before or after the commencement of such actual possession or control by the Security Trustee or any of its agents; and (ii) that the Security Trustee shall have no liability or obligation arising out of any such claim.
(b)    Nothing herein contained shall be deemed to impair in any manner the absolute right of the Security Trustee to sell and convey title to the Collateral to the purchaser(s) at such sale(s) or to grant options with respect to or otherwise to realize upon all or such portion of the Collateral, at such time, and in such order, as it may elect in its sole and complete discretion in good faith, or to enforce any one or more remedies relative hereto either successively or concurrently; and the Grantor hereby agrees that the security interest, options and other rights hereby given to the Security Trustee shall remain unimpaired and unprejudiced until all the Collateral shall have been sold or this Agreement shall otherwise have ceased to be of any force or effect according to its terms, and that the enforcement of any right or remedy shall not operate to bar or estop the Security Trustee from exercising any other right or remedy available hereunder or under any other agreement between the Security Trustee and any of its Affiliates, on the one hand, and the Grantor, the Issuer or any person claiming by, through or under the Grantor, the Issuer and their Affiliates on the other hand, or otherwise, available at law, in equity or otherwise.
Section 5.06    Relief Under Cape Town Convention. The parties agree that the Security Trustee may, in addition to or in connection with the remedies available hereunder or under any other Applicable Law, exercise of any and all remedies granted in the Cape Town Convention as it shall determine in its sole discretion. In connection therewith, the parties hereby agree to the extent permitted by Applicable Law that:
(a)    Article 9(1) and Article 9(2) of the Cape Town Convention, wherein the parties may agree or the court may order that any Collateral shall vest in the Security Trustee in or towards satisfaction of the Secured Obligations, shall not preclude the Security Trustee from obtaining title to any Collateral pursuant to any other remedies available under Applicable Law (including but not limited to Article 9-620 of the UCC);

 
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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.

(b)    any surplus of cash or cash proceeds held by the Security Trustee and remaining after payment in full of all the Secured Obligations shall be paid over to the Issuer upon its written direction or whomsoever may be lawfully entitled to receive such surplus;
(c)    the Security Trustee may obtain from any applicable court, pending final determination of any claim resulting from an Event of Default, speedy relief in the form of any of the orders specified in Article 13 of the Cape Town Convention and Article X of the Protocol as the Security Trustee shall determine in its sole and absolute discretion, subject to any procedural requirements prescribed by Applicable Laws; and
(d)    each Grantor consents to the discharge of any International Interest with respect to any Asset or Assigned Lease made with the International Registry by the Security Trustee (and further agrees that this Agreement shall constitute evidence of such consent to the International Registry).
Section 5.07    Issuer as Trustee. The Security Trustee may, by notice to the Issuer or any Grantor, direct it to, and thereupon the Issuer or such Grantor shall, receive all proceeds of Collateral in trust for the Security Trustee, not commingle the same with any other property or funds of the Issuer or such Grantor and, unless the Security Trustee shall have otherwise instructed the Issuer or such Grantor, deliver or cause to be delivered all such proceeds in the exact form received, together with any necessary endorsement, to the Security Trustee or to such Person or Persons as the Security Trustee may designate, except as provided in Article III of the Indenture.
ARTICLE VI
SECURITY INTEREST ABSOLUTE
Section 6.01    Security Interest Absolute. A separate action or actions may be brought and prosecuted against each Grantor to enforce this Agreement, irrespective of whether any action is brought against any other Grantor or whether any other Grantor is joined in any such action or actions. All rights of the Security Trustee and the security interest and lien granted under, and all obligations of each Grantor under, this Agreement shall be absolute and unconditional, irrespective of:
(a)    any lack of validity or enforceability of any Related Document, Assigned Document, Assigned Lease or Hedge Agreement or any other agreement or instrument relating thereto;
(b)    any change in the time, manner or place of payment of, the security for, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Related Document, Assigned Document, Assigned Lease or Hedge Agreement or any other agreement or instrument relating thereto;

 
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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.

(c)    any taking, exchange, release or non-perfection of the Collateral or any other collateral or taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(d)    any manner of application of collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any collateral for all or any of the Secured Obligations or any other assets of such Grantor;
(e)    any change, restructuring or termination of the corporate structure, partnership or trust or existence as applicable of any Grantor; or
(f)    any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor or a third-party grantor of a security interest or a Person deemed to be a surety.
ARTICLE VII
THE SECURITY TRUSTEE AND OPERATING BANK
Section 7.01    Authorization and Action. (a)  Each Secured Party by its acceptance of the benefits of this Agreement shall be deemed to have appointed and authorized the Security Trustee to take such action as trustee on behalf of the Secured Parties and to exercise such powers and discretion under this Agreement, the FAA Security Documents and the other Related Documents as are specifically delegated to the Security Trustee by the terms of, and to take instructions and directions from the Administrative Agent pursuant to, this Agreement, the FAA Security Documents and of the other Related Documents, and no implied duties and covenants shall be deemed to arise against the Security Trustee. For the avoidance of doubt, each Secured Party by its acceptance of the benefits of this Agreement hereby requests and instructs the Security Trustee to enter into all Assigned Lease-related documents and instruments which it is requested by any Grantor to enter into on this date and as may arise from time to time for the purpose of establishing and maintaining its security interest for itself and for the benefit of the other Secured Parties in respect of any Assigned Lease and each Grantor and Secured Party hereby agrees that the Security Trustee shall be afforded the same rights, protections, immunities and indemnities afforded to it hereunder, mutatis mutandis, in connection with the same (including, without limitation, any applicable Lease document or Lessee consent).
(b)    The Security Trustee accepts such appointment and agrees to perform the same but only upon the terms of this Agreement and the Indenture and agrees to receive and disburse all moneys received by it in accordance with the terms of this Agreement and the Indenture. The Security Trustee in its individual capacity shall not be answerable or accountable under any circumstances, except for its own willful misconduct or gross negligence (or simple negligence in the handling of funds or breach of any of its representations or warranties set forth in this Agreement) and the Security Trustee shall not be liable for any action or inaction of any Grantor or any other parties to any of the Related Documents.

 
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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.

Section 7.02    Absence of Duties. The powers conferred on the Security Trustee under this Agreement, each FAA Security Document and each other Security Documents with respect to the Collateral are solely to protect its interest in this Agreement and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession (which, for the avoidance of doubt, shall not include any Collateral held by the Custodian) and the accounting for moneys actually received by it under this Agreement, any FAA Security Document or any other Security Document, the Security Trustee shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve or perfect rights against any parties or any other rights pertaining to any Collateral. The Security Trustee shall have no duty to ascertain or inquire into or verify the performance or observance of any covenants, conditions or agreements on the part of any Grantor or Lessee or other party to the Related Documents.
Section 7.03    Representations or Warranties. The Security Trustee does not make, and shall not be deemed to have made, any representation or warranty as to any recital, statement, representation or warranty (whether written or oral) set forth in on in connection with this Agreement, any FAA Security Document, any other Related Document or any certificate or other document referred to or provided for in, or received by any of them under, any Related Document (other than such representations and warranties of the Security Trustee as expressly set forth in this Section 7.03), the validity, legality or enforceability of this Agreement, any FAA Security Document, any other Related Document or any other document or instrument or as to the correctness of any statement contained in any thereof, or as to the validity or sufficiency of any of the pledge and security interests granted hereby, except that the Security Trustee in its individual capacity hereby represents and warrants (a) that each such specified document to which it is a party has been or will be duly executed and delivered by one of its officers who is and will be duly authorized to execute and deliver such document on its behalf, and (b) this Agreement, each FAA Security Document and each other Security Document is the legal, valid and binding obligation of the Security Trustee, enforceable against the Security Trustee in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.
Section 7.04    Reliance; Agents; Advice of Counsel. (a)  The Security Trustee shall incur no liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Security Trustee may accept a copy of a resolution of the board or other governing body of any party to this Agreement, any FAA Security Document or any Related Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, or any FAA Security Document, the Security Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, and shall be fully protected in acting or

 
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refraining from acting upon, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Security Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Security Trustee shall furnish to each Service Provider upon request such information and copies of such documents as the Security Trustee may have and as are necessary for such Service Provider to perform its duties under the applicable Related Documents. The Security Trustee shall assume, and shall be fully protected in assuming, that each other party to this Agreement and any FAA Security Document is authorized by its organizational documents to enter into this Agreement, any such FAA Security Document and to take all action permitted to be taken by it pursuant to the provisions of this Agreement or such FAA Security Document, as applicable, and shall not have any duty to inquire into the authorization of such party with respect thereto.
(b)    The Security Trustee may execute any of the powers hereunder or perform any duties under this Agreement or any FAA Security Document either directly or by or through agents, including financial advisors, or attorneys or a custodian or nominee, and the Security Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.
(c)    The Security Trustee may consult with counsel and any opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement or any FAA Security Document in good faith and in accordance with such opinion or advice of such counsel.
(d)    The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any FAA Security Document, or to institute, conduct or defend any litigation under this Agreement or any FAA Security Document or in relation hereto or thereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.
(e)    The Security Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement or any FAA Security Document shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer, the Administrative Agent or any other Person under any of the Related Documents.
(f)    The Security Trustee shall not be liable for any costs, Taxes or the selection of Permitted Investments made in accordance with this Agreement, the FAA Security Documents and the Indenture or for any investment losses resulting from Permitted Investments made in accordance with this Agreement, the FAA Security Documents and the Indenture.

 
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(g)    When the Security Trustee incurs expenses or renders services in connection with an exercise of remedies specified in Section 5.01 or during an insolvency case or proceeding, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally.
(h)    The Security Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Security Trustee obtains actual knowledge of such event or the Security Trustee receives written notice of such event from any of the Secured Parties or the Administrative Agent.
(i)    The Security Trustee shall have no duty to (i) monitor the performance of the Issuer, the Administrative Agent or any other party to the Related Documents or (ii) monitor or maintain the priority or perfection of the security interest in the Collateral, nor shall it have any liability in connection with the appointment of the Administrative Agent, or the malfeasance or nonfeasance by such parties. The Security Trustee shall have no liability in connection with non-compliance by the Issuer, the Administrative Agent, the Servicer or any Lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Asset or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Asset or any Lease or the validity or sufficiency of any assignment or other disposition of the Collateral, any Asset, or any Lease.
(j)    In no event shall the Security Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Security Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(k)    In no event shall the Security Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or other similar catastrophic acts and interruptions, loss or malfunctions of utilities, communications or computer services.
Section 7.05    No Individual Liability. The Security Trustee shall have no individual liability in respect of all or any part of the Secured Obligations, and all shall look, subject to the lien and priorities of payment provided herein and in the Indenture, only to the property of the Grantors for payment or satisfaction of the Secured Obligations.
Section 7.06    Cape Town Convention. The Security Trustee, during the term of this Agreement, shall establish and maintain a valid and existing account as a Transacting User Entity with the International Registry and, at the request of the applicable Grantor, the Administrative Agent or the Servicer or their respective agents or counsel, appoint an Administrator and/or a Professional User Entity to make registrations and deregistrations in regard to the Collateral as required by this Agreement in accordance with the Perfection Standards. Without limiting the foregoing, so long as no Event of Default has occurred and is continuing, the Security Trustee

 
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shall, at the request of the Grantor, take such actions as reasonably required to the discharge of any International Interest with respect to any Asset or Assigned Lease upon certification by the applicable Issuer (or applicable Servicer on its behalf) that the related Lease has expired or terminated or related Asset has been disposed of in a transaction permitted by the Indenture.
Section 7.07    Operating Bank.
(a)    If at any time the Person acting as the Operating Bank is no longer the Security Trustee, the Security Trustee shall so notify the Administrative Agent, the Trustee and the Issuer, and the Security Trustee shall cause the Administrative Agent to establish and maintain the Security Trustee Accounts with the Person then acting as the Security Trustee as provided in the Administrative Agreement and the Person then acting as the Security Trustee shall assume the obligations of the Operating Bank under this Agreement.
(b)    The Operating Bank shall not be liable for any actions taken or omitted to be taken except to the extent of its own gross negligence or willful misconduct (or simple negligence in its handling of funds), and no implied duties shall be deemed to arise against the Operating Bank. The Operating Bank shall be entitled to the rights, privileges, immunities and indemnities afforded to the Security Trustee under this Agreement. The Operating Bank agrees to perform its duties hereunder in accordance with the requirements of, and subject to the limitations of the duties of, a Securities Intermediary under the UCC.
Section 7.08    French Security. Without limiting the generality of the foregoing provisions of this Article VII or any other provision hereof, the appointment of the Security Trustee shall include the appointment of the Security Trustee as the security agent (agent des sûretés) of the Secured Parties for the purposes, inter alia, of receiving, administering and enforcing, each solely in accordance with the express terms of the Related Documents to which it is a party, any security granted over shares or assets located in France and/or any rights or claims governed by French law (collectively, “French Security”), in the Security Trustee’s own name for the benefit of such Secured Parties, as creditors of the Secured Obligations, in accordance with articles 2488-6 to 2488-12 of the French Civil Code (Code civil), and that accordingly the Security Trustee shall, in such capacity, enjoy the rights and prerogatives of an agent des sûretés in respect thereto. Each of the foregoing provisions of this Article VII and the provisions of Article VIII hereof shall apply with respect to such appointment of the Security Trustee as agent des sûretés and are repeated mutatis mutandis in this Section 7.08 with respect to its appointment as agent des sûretés, and each of the parties hereto acknowledge and agree that in accordance with such appointment as agent des sûretés:
(a)    the agent des sûretés, will, in such capacity, be the direct title holder (titulaire) of any French Security and the direct beneficiary of such French Security;
(b)    the rights and assets acquired by the agent des sûretés in carrying out its functions in such capacity will constitute separate property (patrimoine affecté) allocated thereto, distinct from its own property (patrimoine propre);

 
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(c)    the foregoing provisions of this Article VII and the provisions of Article VIII hereof set forth the capacity in which the agent des sûretés has been so appointed, the purpose and the term of such appointment and the scope of its power in connection with such appointment for the purposes of Article 2488-7 of the French Civil Code; and
(d)    the agent des sûretés shall be entitled, without being required to prove the existence of a special mandate, to exercise any action necessary in order to defend the interests of the creditors of the Secured Obligations in connection with any French Security, including filing claims in insolvency proceedings.
ARTICLE VIII
SUCCESSOR TRUSTEES
Section 8.01    Resignation and Removal of Security Trustee. The Security Trustee may resign at any time without cause by giving at least sixty (60) days’ prior written notice to the Issuer, the Trustee, the Servicer and the Administrative Agent. The Controlling Party may at any time remove the Security Trustee without cause by an instrument in writing delivered to the Issuer, the Servicer, the Administrative Agent and the Security Trustee. In addition, if the Security Trustee is also the Trustee, any removal of the Trustee pursuant to Section 7.01 of the Indenture shall (unless otherwise provided in the document or instrument removing the Trustee) be automatically a removal of the Security Trustee under this Agreement. No termination of or resignation by the Security Trustee pursuant to this Section 6.01 shall become effective prior to the date of appointment by the Controlling Party of a successor Security Trustee and the acceptance of such appointment by such successor Security Trustee.
Section 8.02    Appointment of Successor. (a)  In the case of the resignation or removal of the Security Trustee, the Issuer shall promptly appoint a successor Security Trustee; provided that the Controlling Party, on behalf of the Secured Parties, may appoint, within one year after such resignation or removal, a successor Security Trustee. If a successor Security Trustee shall not have been appointed and accepted its appointment hereunder within sixty (60) days after the Security Trustee gives notice of resignation or is removed, the retiring or removed Security Trustee, the Issuer, the Administrative Agent, the Servicer or a Controlling Party may petition any court of competent jurisdiction for the appointment of a successor Security Trustee. Any successor Security Trustee so appointed by such court shall immediately and without further act be superseded by any successor Security Trustee appointed as provided in the first sentence of this paragraph within one year from the date of the appointment by such court.
(b)    Any successor Security Trustee shall execute and deliver to the Secured Parties an instrument accepting such appointment. Upon the acceptance of any appointment as Security Trustee hereunder, a successor Security Trustee, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to this Agreement, such discharges and registrations with the International Registry, the FAA or any other Applicable Aviation Authority, the FAA Security Documents and such other instruments or notices, as may be necessary or desirable, or as the Senior Trustee may request, in order to continue the perfection (if any) of the liens granted or purported to be granted hereby,

 
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shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Security Trustee, and the retiring Security Trustee shall be discharged from its duties and obligations under this Agreement, the FAA Security Documents and the other Related Documents. The retiring Security Trustee shall take all steps necessary to transfer all Collateral in its possession and all its control over the Collateral to the successor Security Trustee. After any retiring Security Trustee’s resignation or removal hereunder as to any actions taken or omitted to be taken by it while it was Security Trustee, the provisions of all of Article VII and Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Security Trustee under this Agreement.
(c)    Each Security Trustee shall be an Eligible Institution, so long as there is such an institution willing, able and legally qualified to perform the duties of a Security Trustee hereunder, and shall meet the Eligibility Requirements; provided that the Rating Agencies shall receive notice of any replacement Security Trustee.
(d)    Any corporation into which the Security Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Security Trustee shall be a party, or any corporation to which substantially all the business of the Security Trustee may be transferred, shall, subject to Section 8.02(c), be the Security Trustee under this Agreement and any other Related Document without further act.
(e)    Following the resignation or removal of the Security Trustee, and the appointment and acceptance of such appointment by a successor Security Trustee, all references to “New York” herein shall be deemed to refer to the state in which the Security Trustee is physically located. Upon acceptance of such appointment by a successor Security Trustee (unless any provider of an Eligible Credit Facility is the Controlling Party and as Controlling Party has removed the original Security Trustee), the Issuer shall cause to be delivered to the Security Trustee and the Trustee an opinion of counsel setting forth any actions that must be taken to maintain the perfection and priority of the lien of this Agreement on the Collateral and the Issuer shall cause such action to be taken (provided that such counsel shall not be required to opine on the actual priority of such lien and that the Grantors shall not be obligated to take any action described in such opinion that is inconsistent with the Perfection Standards). Thereafter, any opinions delivered in connection with such successor Security Trustee shall be delivered in place of the applicable New York law opinions to be delivered hereunder.
ARTICLE IX
INDEMNITY; EXPENSES; SUBORDINATION
Section 9.01    Indemnity
(a)    The Issuer shall indemnify the Security Trustee (and its officers, directors, employees, representatives and agents) for, and defend and hold it harmless against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it in connection with the acceptance or administration of this Agreement, the FAA Security Documents and any

 
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other Security Documents and its duties hereunder and thereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. The Security Trustee shall notify the Issuer promptly of any claim asserted against the Security Trustee for which it may seek indemnity; provided, however, that failure to provide such notice shall not invalidate any right to indemnity hereunder. The Issuer shall defend the claim and the Security Trustee shall cooperate in the defense. The Security Trustee may have separate counsel and the Issuer shall pay reasonable fees and expenses of such counsel. The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld or delayed. In no event shall the Issuer settle or compromise a claim on behalf of the Security Trustee (or its officers, directors, employees, representatives or agents) which such settlement or compromise contains an admission of wrongdoing or breach on the part of the Security Trustee (or its officers, directors, employees, representatives or agents) without the consent of the Security Trustee. The Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Security Trustee through negligence or willful misconduct. Notwithstanding anything contained herein to the contrary, it is expressly understood that (i) the Security Trustee shall not be liable to the Issuer, any Grantor or any other Person for any act taken by or omission to act by a Lessee and (ii) any act or omission in respect of any obligation of the Security Trustee undertaken on behalf of the applicable lessor in compliance with and pursuant to the terms of the applicable Lease, or any document or instrument delivered pursuant to or in relation thereto, resulting in loss, liability or expense incurred by the Security Trustee, based upon a claim by the related Lessee, shall not constitute negligence or willful misconduct for the purposes of this Section 9.01.
(b)    The Issuer shall on the Payment Date following demand therefor pay to the Security Trustee the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Security Trustee may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Security Trustee or any other Secured Party against any Grantor hereunder, or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.
(c)    The Issuer shall indemnify the Operating Bank (and its officers, directors, employees, representatives and agents) for, and hold it harmless against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. The Operating Bank shall notify the Issuer promptly of any claim asserted against the Operating Bank for which it may seek indemnity; provided, however, that failure to provide such

 
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notice shall not invalidate any right to indemnity hereunder. The Issuer shall defend the claim and the Operating Bank shall cooperate in the defense. The Operating Bank may have separate counsel and the Issuer shall pay reasonable fees and expenses of such counsel. The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld or delayed. In no event shall the Issuer settle or compromise a claim on behalf of the Operating Bank (or its officers, directors, employees, representatives or agents) which such settlement or compromise contains an admission of wrongdoing or breach on the part of the Operating Bank (or its officers, directors, employees, representatives or agents) without the consent of the Operating Bank. The Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Operating Bank through negligence or willful misconduct.
(d)    The Security Trustee shall be entitled to be indemnified (subject to the limitations and requirements described in Section 9.01(a)) by the other Secured Parties to the sole satisfaction of the Security Trustee before proceeding to exercise any right or power under this Agreement or any other Security Document at the request or direction of the Senior Representative.
Section 9.02    Survival. The provisions of Section 9.01 and this Section 9.02 shall survive the termination of this Agreement or the earlier resignation or removal of the Security Trustee.
Section 9.03    No Compensation from Secured Parties. Each of the Security Trustee and the Operating Bank agrees that it shall have no right against the Secured Parties for any fee as compensation for its services in such capacity.
Section 9.04    Security Trustee Fees. In consideration of the Security Trustee’s performance of the services provided for under this Agreement, the FAA Security Documents and the other Security Documents, the Issuer shall pay to the Security Trustee an annual fee set forth under a separate agreement between the Issuer and the Security Trustee in accordance with Article III of the Indenture.
Section 9.05    Subordination and Priority
(a)    Notwithstanding the date, manner or order of attachment or perfection (if any) or the description of any collateral or security interests, liens, claims or encumbrances covered or granted by Section 2.01, each Subordinated Representative, by its execution of a Secured Party Supplement or this Agreement, agrees that the respective rights and interest of the Subordinated Secured Claimants in the Collateral are and shall be subordinate, to the extent and in the manner set forth hereinafter and in Articles III and X of the Indenture, to all rights and interest of the Senior Secured Claimants in the Collateral, and that the Senior Secured Claimants shall have at all times interests prior and senior to that of the Subordinated Secured Claimants in all Collateral until the payment in full of all Senior Secured Claims owed to such Senior Secured Claimants.

 
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(b)    For the purposes of this Agreement, no Senior Secured Claims shall be deemed to have been paid in full until and unless such Senior Secured Claims shall have been paid in full in cash to the applicable recipient in respect of such Senior Secured Claims.
(c)    Notwithstanding anything contained herein to the contrary, payments from any property (or the proceeds thereof) deposited in the Redemption/Defeasance Account or the Refinancing Account pursuant to Section 3.11 of the Indenture or Article XI of the Indenture shall not be subordinated to the prior payment of any Senior Secured Claimants in respect of any Senior Secured Claims or subject to any other restrictions set forth in this Article IX, and none of the Holders or, if applicable, Certificate Holders or other Persons (including any Subordinated Representative), shall be obligated to pay over any such payments from any such property to the Security Trustee or any other creditor of any of the Grantors.
Section 9.06    Exercise of Remedies
(a)     Until the date on which all the Senior Secured Claims shall have been paid in full, the Senior Representative, in its sole discretion and to the exclusion of the Subordinated Representatives, shall have, whether or not any default under the Indenture shall have occurred and be continuing and both before and after the commencement of any proceeding referred to in Section 9.07(a), the sole and exclusive right (as between the Senior Representative, on the one hand, and the Subordinated Representatives, on the other) to direct the Security Trustee to take all action with respect to the Collateral, including the right to exercise or direct voting or other consensual rights, to foreclose or forebear from foreclosure in respect of the Collateral and to accept the Collateral in full or partial satisfaction of any Senior Secured Claim, all in accordance with the terms of this Agreement. The Subordinated Representatives agree that, until the Senior Secured Claims have been paid in full, the only right of the Subordinated Secured Claimants under this Agreement is for the Subordinated Secured Claims to be secured by the Collateral for the period and to the extent provided for herein or in the Indenture and to receive a share of the proceeds of the Collateral, if any, subject to payment priorities set forth in Article III of the Indenture.
(b)    The Subordinated Representatives agree that, so long as any of the Senior Secured Claims shall remain unpaid, they and the Subordinated Secured Claimants will not commence, or join with any creditor other than the Security Trustee and the Senior Secured Claimants in commencing, any enforcement, collection, execution, levy or foreclosure proceeding with respect to the Collateral or proceeds of Collateral. Upon request by the Senior Representative, the Subordinated Representatives and the Subordinated Secured Claimants will, at the expense of the Issuer, join in enforcement, collection, execution, levy or foreclosure proceedings and otherwise cooperate fully in the maintenance of such proceedings by the Security Trustee, including by executing and delivering all such consents, pleadings, releases and other documents and instruments as the Security Trustee may reasonably request in connection therewith, it being understood that the conduct of such proceedings shall at all times be under the exclusive control of the Security Trustee acting upon the directions of the Senior Representative.
(c)    The Subordinated Representatives agree, upon written request by the Senior Representative, to release the liens and security interests in favor of the Subordinated

 
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Secured Claimants in any Collateral and to execute and deliver all such directions, consents, pleadings, releases and other documents and instruments as the Senior Representative may reasonably request in connection therewith, upon any sale, lease, transfer or other disposition of such Collateral or part thereof in accordance with, or for application of proceeds pursuant to, Section 9.05(a).
(d)    The Subordinated Representatives agree that neither they nor any Subordinated Secured Claimants will contest, or bring (or join in) any action or proceeding for the purpose of contesting, the validity, perfection or priority of, or seeking to avoid, the rights of the Senior Representative or the Senior Secured Claimants in or with respect to the Collateral.
Section 9.07    Further Agreements of Subordination. The Subordinated Representatives agree as follows:
(a)    Upon any distribution of all or any of the Collateral or proceeds of Collateral to creditors of any Grantor upon the dissolution, winding-up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of such Grantor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or similar case or proceedings or upon an assignment for the benefit of creditors or any other marshaling of the assets and liabilities of such Grantor, or otherwise, any distribution of any kind of Collateral or proceeds of Collateral that otherwise would be deliverable upon or with respect to the Subordinated Secured Claims shall be delivered directly to the Security Trustee for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Secured Claims until the Senior Secured Claims shall have been paid in full.
(b)    If any case or proceeding referred to in Section 9.07(a) is commenced by or against any Grantor:
(i)    the Security Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the Secured Parties or otherwise), but shall have no obligation, to demand, sue for, collect and receive every distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including enforcing this Agreement) as it may deem necessary or advisable, or as the Senior Representative may direct, for the exercise or enforcement of any of the rights or interests of the Senior Secured Claimants hereunder; and
(ii)    the Subordinated Representatives shall duly and promptly take such action, at the expense of the Issuer, as the Senior Representative may request (A) to collect Collateral and proceeds of Collateral for the account of the Senior Secured Claimants and to file appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to execute and deliver to the Security Trustee such powers of attorney, assignments or other instruments as the Senior Representative may request in order to enable it to enforce any and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Collateral or proceeds of Collateral.

 
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Without limiting the generality of any of the foregoing, if any proceeding referred to in Section 9.07(a) is commenced by or against any Grantor, the Subordinated Secured Claimants shall, upon written demand from the Senior Representative or the Security Trustee, file such claims in such proceeding as the Senior Representative or the Security Trustee, as applicable, shall request in such written demand or any subsequent written demand provided in connection therewith; provided, however, that should one or more Subordinated Secured Claimants fail to comply fully with any such demand within 30 days of receipt by such Subordinated Secured Claimant of the relevant demand, such Subordinated Secured Claimant (by holding its respective Notes or Beneficial Interest Certificate or the execution of a Secured Party Supplement or this Agreement) shall be deemed to have irrevocably appointed the Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of any proceeds of such filing or prosecution in accordance with the terms hereof and of the other Related Documents.
(c)    All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by the Subordinated Representatives or the Subordinated Secured Claimants contrary to the provisions of this Agreement shall be received for the benefit of the Senior Secured Claimants, shall be segregated from other funds and property held by the Subordinated Representatives or the Subordinated Secured Claimants and shall be forthwith paid over to the Security Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Secured Claims in accordance with the terms thereof.
(d)    The Senior Representative is hereby authorized to demand specific performance of this Agreement at any time when any of the Subordinated Representatives or the Subordinated Secured Claimants shall have failed to comply with any of the provisions of this Agreement applicable to them. The Subordinated Representatives hereby irrevocably waive, on their own behalf and on behalf of the Subordinated Secured Claimants, to the fullest extent permitted by applicable law, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.
Section 9.08    Rights of Subrogation. The Subordinated Representatives agree that no payment or distributions to the Senior Representative or the Senior Secured Claimants pursuant to the provisions of this Agreement shall entitle any Subordinated Representative or any Subordinated Secured Claimant to exercise any rights of subrogation in respect thereof until all obligations constituting Senior Secured Claims with respect to such Person shall have been paid in full.
Section 9.09    Further Assurances of Subordinated Representatives. Each of the Subordinated Representatives shall, at the expense of the Issuer, at any time and from time to time promptly execute and deliver all further instruments and documents, and take all further action, that the Senior Representative or the Security Trustee may reasonably request, in order to protect any right or interest granted or purported to be granted hereby or to enable the Senior

 
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Representative and the Security Trustee to exercise and enforce their rights and remedies hereunder.
Section 9.10    Miscellaneous Subordination Provisions.
(a)    The Subordinated Representatives and the Subordinated Secured Claimants will not sell, assign, pledge, encumber or otherwise dispose of any of their rights in the Collateral as such or in proceeds of Collateral as such, without the prior written consent of the Senior Representative. Nothing in this Section 9.10(a) shall limit the right of any Subordinated Secured Claimant (i) to transfer any Subordinated Secured Claim including any Note or Beneficial Interest Certificate or (ii) to sell, assign, pledge, encumber or otherwise dispose of any Note or Beneficial Interest Certificate or Collateral, if permitted or required pursuant to a Related Document.
(b)    Each of the Subordinated Representatives waives, on its own behalf and on behalf of the Subordinated Secured Claimants, to the fullest extent permitted by applicable law, any requirement regarding, and agrees not to demand, request, plead or otherwise claim the benefit of, any marshaling, appraisement, valuation or other similar right with respect to the Collateral that may otherwise be available under applicable law or any other similar rights a junior creditor or junior secured creditor may have under applicable law.
(c)    Nothing in this Agreement shall impair (i) as between the Issuer and any Secured Party, the obligations of the Issuer to such Secured Party, including the Senior Secured Claims and the Subordinated Secured Claims, or (ii) as between the Senior Secured Claimants and the Subordinated Secured Claimants, the provisions relating to the priority of payments in the Indenture; provided that it is understood that the enforcement of rights and remedies against the Collateral shall be subject to the terms of this Agreement.
(d)    Upon the payment in full of the Senior Secured Claims in respect of which it is acting as Security Trustee, the Security Trustee shall, without any further action on its part, be relieved of any obligation under this Agreement with respect to such discharged Senior Secured Claims and this Agreement shall continue in effect as an agreement among the remaining Secured Parties.
(e)    Prior to the date which is one year and one day after the payment in full of the Notes, each Secured Party agrees by signing the Secured Party Supplement or this Agreement that in respect of amounts due to any Secured Party hereunder not to directly or indirectly take any steps or action against the Issuer or any Issuer Subsidiary, seeking to adjudicate any of them as bankrupt or insolvent; seeking liquidation, bankruptcy, winding up, examination, reorganization, arrangement, adjustment, protection, relief or composition of its debt under any law relating to bankruptcy, insolvency or reorganization or relief of debtors; or seeking the entry of an order for relief of the appointment of a receiver (other than pursuant to Section 5.01(e)(iv)), bankruptcy trustee, liquidator, administrator or other similar official for either all or any substantial part of its property; provided, however, that nothing herein shall prevent the Security Trustee from otherwise participating in such bankruptcy proceeding instituted by any other Person.

 
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ARTICLE X
MISCELLANEOUS
Section 10.01    Amendments; Waivers; Etc. (a) No amendment or waiver of any provision of this Agreement, and no consent to any departure by any party from the provisions of this Agreement, shall in any event be effective unless the same shall be in writing and signed by the Issuer and the Security Trustee, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Security Trustee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. In executing and delivering any amendment or modification to this Agreement, the Security Trustee shall be entitled to (i) an Opinion of Counsel stating that such amendment is authorized and permitted pursuant to the Indenture and this Agreement and that such amendment or modification complies with the terms thereof and hereof and (ii) an Officer’s Certificate stating that all conditions precedent to the execution, delivery and performance of such amendment have been satisfied in full. The foregoing provisions shall not apply to the execution and delivery of any supplement hereto as provided for herein (including, without limitation, any Grantor Supplement or Collateral Supplement) to the extent that any such supplement does not purport to amend, modify or waive any provision of this Agreement other than as contemplated by clauses (b) and (c) below. The Security Trustee and the Operating Bank may, but shall have no obligation to, execute and deliver any amendment or modification which would affect its duties, powers, rights, immunities or indemnities hereunder.
(b)    Upon the execution and delivery by an Additional Grantor of a Grantor Supplement, Annexes I, II, III, IV and V attached to such Grantor Supplement shall be incorporated into, become a part of and supplement Section 2.01 and Schedules I, II, III, IV and V, respectively, and the Security Trustee may attach such Annexes as supplements to such Schedules; and each reference to such Schedules shall be a reference to such Schedules as so supplemented.
(c)    Upon the execution and delivery by a Grantor of a Collateral Supplement, Annexes I, II and V attached to such Collateral Supplement shall be incorporated into, become a part of and supplement Schedules I, II and V, respectively, and the Security Trustee may attach such Annexes as supplements to such Schedules; and each reference to such Schedules shall be a reference to such Schedules as so supplemented.
Section 10.02    Addresses for Notices. All notices, demands, certificates, requests, directions, instructions and communications hereunder shall be in writing and shall be effective (i) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (ii) one Business Day after delivery to an overnight courier, or (iii) on the date personally delivered to an authorized officer of the party to which sent, (iv) on the date transmitted by legible telecopier transmission with a confirmation of receipt, or (v) on the date transmitted by e-mail, in all cases addressed to the recipient as follows:

 
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(a)    For each Grantor:
Willis Engine Structured Trust V
c/o Wilmington Trust Company
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890
Attention: Corporate Trust Administrator
Fax: (301) 651-8882
with a copy to:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
Attention: General Counsel
Fax: +1 (415) 408-4701
(b)    For the Security Trustee, the Operating Bank and the Trustee:
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention: ABS Client Service – WES20A
Facsimile: (714) 247-6478
E-mail: ronaldo.r.reyes@db.com
or, as to each party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this Section 8.02. Each party also shall provide a copy of each notice, demand, certificate, request, direction, instruction and communication to the Trustee, but the failure to do so shall not affect the validity of such notice, demand, certificate, request, direction, instruction or communication.
In connection with the performance of their respective duties hereunder, each party may give notices, consents, directions, approvals, instructions and requests to, and otherwise communicate with, each other using electronic means, including email transmission to such email addresses as each such party shall designate to the other parties, and, if by electronic means to the Trustee, the Security Trustee or the Operating Bank, unless otherwise agreed by the applicable parties, delivered as a .PDF (Portable Document Format) or other attachment to email including a manual authorized signature on such attached notice, consent, direction, approval, instruction, request or other communication.
Section 10.03    No Waiver; Remedies. No failure on the part of the Security Trustee (or any beneficiary of the security interest in favor of the Secured Party pursuant to this Agreement) to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor

 
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shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
Section 10.04    Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
Section 10.05    Continuing Security Interest; Assignments. Subject to Section 10.06(c), this Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the earlier of the payment in full in cash of the Secured Obligations and the circumstances specified in Section 10.06(c), (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Security Trustee hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing subsection (c), any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under any Related Document to which it is a party in accordance with the terms thereof to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights in respect thereof granted to such Secured Party herein or otherwise.
Section 10.06    Release and Termination. (a) Upon any sale, lease, re-lease, transfer, release or other disposition of any item of Collateral or the Security Trustee’s security interest therein in accordance with the terms of the Related Documents, the Security Trustee will, at the Issuer’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request in writing and provide to the Security Trustee to evidence the release of such item of Collateral from the assignment and security interest granted hereby, and shall take all actions as shall be requested in writing by such Grantor necessary to discharge any interests in the Collateral registered on the International Registry in favor of the Security Trustee.
(b)    Except as otherwise provided in Section 10.06(c), upon the payment in full in cash of the Secured Obligations, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors and all Collateral held by the Security Trustee shall be returned to the Issuer. Upon any such termination, the Security Trustee will, at the Issuer’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request in writing to evidence such termination, and shall take all actions as shall be requested in writing by such Grantor necessary to discharge any interests in the Collateral registered on the International Registry in favor of the Security Trustee.
(c)    If at any time all Notes have been defeased pursuant to Article XII of the Indenture, the pledge, assignment and security interest in the Collateral shall be released and the certificates or other instruments representing or evidencing any of the Collateral held by the Security Trustee, shall be returned to the Issuer and the Security Trustee shall, at the expense of the Issuer, execute and deliver to the Issuer such documents as the Issuer shall prepare and reasonably request in writing to evidence such termination.

 
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(d)    Any right or interest held on or prior to the date hereof by the Security Trustee in, to or under the Excluded Property is hereby terminated, released and discharged, and all rights to the Excluded Property shall revert to the applicable Grantors. The Security Trustee will, at the Issuer’s expense, deliver to each relevant Grantor such documents as such Grantor, or the Administrative Agent on its behalf, shall prepare and reasonably request in writing to evidence such termination, release and discharge, and shall take all actions necessary as shall be requested in writing by such Grantor, or by the Administrative Agent on its behalf, to discharge any interests in the Excluded Property registered on the International Registry in favor of the Security Trustee.
Section 10.07    Currency Conversion. If any amount is received or recovered by the Security Trustee in a Received Currency other than the Agreed Currency, then the amount in the Received Currency actually received or recovered by the Security Trustee, to the extent permitted by law, shall, to the fullest extent permitted by Applicable Law, only constitute a discharge of the relevant Grantor to the extent of the amount of the Agreed Currency which the Security Trustee was or would have been able in accordance with its or his normal procedures to purchase on the date of actual receipt or recovery (or, if that is not practicable, on the next date on which it is so practicable), and, if the amount of the Agreed Currency which the Security Trustee is or would have been so able to purchase is less than the amount of the Agreed Currency which was originally payable by the relevant Grantor, such Grantor shall pay to the Security Trustee such amount as it shall determine to be necessary to indemnify the Security Trustee against any Loss sustained by it as a result (including the cost of making any such purchase and any premiums, commissions or other charges paid or incurred in connection therewith) and so that such indemnity, to the fullest extent permitted by Applicable Law, (i)  shall constitute a separate and independent obligation of each Grantor distinct from its obligation to discharge the amount which was originally payable by such Grantor and (ii) shall give rise to a separate and independent cause of action and apply irrespective of any indulgence granted by the Security Trustee and continue in full force and effect notwithstanding any judgment, order, claim or proof for a liquidated amount in respect of the amount originally payable by any Grantor or any judgment or order and no proof or evidence of any actual loss shall be required.
Section 10.08    Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
Section 10.09    Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto agrees that the Supreme Court of the State of New York sitting in the Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to such New York State or, to the extent permitted by law, such U.S. federal court being nominated

 
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as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. Each of the Issuer and the Issuer Subsidiaries party hereto from time to time agrees that the process by which any suit, action or proceeding is begun in such New York State or U.S. federal court may be served on it by being delivered in connection with any such suit, action or proceeding directly to its address determined for such party pursuant to Section 10.02 or in the applicable Grantor Supplement or, in the case of any Grantor who does not have a place of business in the United States, to the Person named as the process agent of such party (each such process agent, a “Process Agent”) herein or in such Grantor Supplement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
(b)    The submission to the jurisdiction of the courts referred to in Section 10.09(a) shall not (and shall not be construed so as to) limit the right of the Security Trustee to take proceedings against any Grantor in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.
(c)    Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Agreement to the giving of any relief or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.
(d)    TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES THE RIGHT TO DEMAND A TRIAL BY JURY, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, THE OTHER RELATED DOCUMENTS, OR THE SUBJECT MATTER HEREOF OR THEREOF OR THE OVERALL TRANSACTION BROUGHT BY ANY OF THE PARTIES HERETO OR THEIR SUCCESSORS OR ASSIGNS.
Section 10.10    Counterparts. This Agreement may be executed in two or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.
Section 10.11    Table of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.
Section 10.12    Limited Recourse. (a)Notwithstanding any other provision of this Agreement, the Indenture or any other Related Document, the obligations of the Issuer and each Additional Grantor to make any payments under the Notes, this Agreement, the Indenture or any other Related Document shall be equal to the nominal amount of each payment or, if less, the actual amount received or recovered from time to time by or on behalf of the Issuer or each

 
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Additional Grantor, as applicable, which consists of funds which are entitled to be applied by the Issuer or each Additional Grantor, as applicable, in making such payment in accordance with this Agreement, the Indenture and the other Related Documents from the Collateral, including the proceeds of any contingent claims that are included in the Collateral, and no Secured Party will have further recourse to the Issuer or each Additional Grantor in respect of such obligations beyond its rights under this Agreement, the Indenture or the Related Documents. On enforcement of this Agreement, after realization of the Collateral, including liquidation of any contingent claims that are included in the Collateral, and distribution of all proceeds the Collateral, including the proceeds of any such contingent claims, in accordance with this Agreement and the Indenture, none of the Secured Parties may take any further steps against the Issuer or each Additional Grantor or against any shareholder, director or officer of the Issuer or each Additional Grantor in respect of such obligations. This provision shall not prevent any payment becoming due for the purposes of an Event of Default.
(b)    It is understood and agreed that U.S. Bank National Association is entering into this Agreement solely in its capacity as Owner Trustee under the Trust Agreements with respect to each Asset Trust and that U.S. Bank National Association shall not be liable or accountable in its individual capacity in any circumstances whatsoever except for its own gross negligence or willful misconduct and as otherwise expressly provided in such Trust Agreement, all such individual liability being hereby waived, but otherwise shall be liable or accountable solely to the extent of the assets of the Trust Collateral (as defined in the Trust Agreement).
Section 10.13    Compliance with Applicable Regulations. In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including but not limited to those relating to the funding of terrorist activities and money laundering, including without limitation, Section 326 of the USA PATRIOT Act of the United States (“Applicable Regulations”), each of the Security Trustee and the Operating Bank is required to obtain, verify and record and update certain information relating to individuals and entities which maintain a business relationship with the Security Trustee or the Operating Bank.  Accordingly, each of the parties hereto agrees to provide to each of the Security Trustee and the Operating Bank, upon its request from time to time, such identifying information and documentation as may be available for such party in order to enable each of the Security Trustee and the Operating Bank to comply with Applicable Regulations.
Section 10.14    Security Agent. If the capacity of the Security Trustee as security trustee under this Agreement is not recognized under the Applicable Law of any jurisdiction, then the capacity of the Security Trustee as security trustee shall, for purposes of enforcement of this Agreement in such jurisdiction, be deemed to be replaced by the capacity of a security agent, and all references to “Security Trustee” in this Agreement shall be deemed references to “Security Agent” for such purposes; provided that all of the rights, powers, protections, immunities and indemnities of the Security Trustee set forth in this Agreement shall apply to the “Security Agent”, notwithstanding such designation.
Section 10.15    Senior Representative Direction. Except as otherwise provided in this Agreement or any other Related Document, the Senior Representative (if the Senior

 
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Representative is also the Senior Trustee) shall be entitled to rely upon and act at the written direction of the Holders of a majority of the Outstanding Principal Balance of the Senior Series), as specified in the definition of Senior Trustee and following notice to Holders of the Senior Series of any event following which the Senior Representative may take or omit to take any action, the Senior Representative shall have no obligation to take any remedial action in the absence of such direction.
[Signature Pages Follow]



 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by its representative or officer thereunto duly authorized as of the date first above written.
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Security Trustee
By:
/s/ Katherine M. Wannenmacher        
Name: Katherine M. Wannenmacher
Title:    Vice President
By:
/s/ Marion Hogan                
Name:    Marion Hogan
Title:    Assistant Vice President


 
- Signature Page -
Security Trust Agreement
WEST V
 
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Operating Bank
By:
/s/ Katherine M. Wannenmacher        
Name: Katherine M. Wannenmacher
Title:    Vice President
By:
/s/ Marion Hogan                
Name:    Marion Hogan
Title:    Assistant Vice President

 
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Security Trust Agreement
WEST V
 
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WILLIS ENGINE STRUCTURED TRUST V, as the Issuer
By:
/s/ Scott B. Flaherty                
Name: Scott B. Flaherty
Title: Controlling Trustee



 
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Security Trust Agreement
WEST V
 
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WEST ENGINE ACQUISITION LLC

By: Willis Engine Structured Trust V, as Manager

/s/ Scott B. Flaherty                
Name: Scott B. Flaherty
Title: Controlling Trustee



 
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Security Trust Agreement
WEST V
 
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GIVEN under the common seal of
WEST V ENGINES (IRELAND) LIMITED
and delivered as a deed
/s/ Dan J. Coulcher                
Director



/s/ Gerard Mooney                
Secretary



 
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Security Trust Agreement
WEST V
 
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WEST II FRANCE (TO BE RENAMED WEST V FRANCE)

By: /s/ Dean M. Poulakidas                
Name: Dean M. Poulakidas
Title:     Manager




 
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Security Trust Agreement
WEST V
 
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U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as owner trustee of each trust named below
By: /s/ Brian W. Kozack                
Name: Brian W. Kozack
Title:      Vice President
Trusts:

Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]
Owner Trust [**]


 
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Security Trust Agreement
WEST V
 
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Appendix A
SECURITY TRUST AGREEMENT
DEFINITIONS
For all purposes of this Agreement, all capitalized terms used, but not defined, in this Agreement shall have the respective meanings assigned to such terms in the Indenture, and the following terms have the meanings indicated below:
Account Collateral” means (i) all right of a Grantor in and to each Account, deposit account and/or securities account at any time or from time to time established; (ii) all cash, investment property, Permitted Investments, other investments, securities, instruments, investment property or other property (including all “financial assets” within the meaning of Section 8-102(a)(9) of the UCC) at any time or from time to time on deposit in or credited to, or required to be deposited or credited to, any such Account, deposit account and/or securities account, and (iii) all interest, dividends, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.
Account Letters” has the meaning specified in Section 3.03(b)(ii)(A).
Additional Grantor” means each Issuer Subsidiary that executes and delivers a Grantor Supplement in accordance with Section 3.01(b).
Agreement” has the meaning specified in the recital of parties to this Agreement.
Asset Collateral” has the meaning specified in Section 2.01(a).
Asset Mortgage” means an Asset Mortgage substantially in the form of Exhibit D-1 attached hereto.
Asset Mortgage and Lease Security Assignment” means an Asset Mortgage and Lease Security Assignment substantially in the form of Exhibit D-2 attached hereto.
Asset Purchase Collateral” has the meaning specified in Section 2.01(i).
Asset Trusts” has the meaning specified in the recital of parties to this Agreement.
Assigned Agreement Collateral” means (i) all of each Grantor’s right, title and interest in and to all Assigned Agreements; and (ii) all of each Grantor’s right, title and interest in and to all deposit accounts, all funds or other property held in such deposit accounts, all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts and all other property of whatever nature, in each case pledged, assigned or transferred to it or mortgaged or charged in its favor pursuant to any Assigned Agreement and all supporting obligations (as defined in Section 9-102(a)(77) of the UCC) relating to any Assigned Agreement.


 
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Assigned Agreements” means, in respect of any Grantor, all security assignments, cash deposit agreements and other security agreements executed in its favor, in each case as such agreements may be amended or otherwise modified from time to time.
Assigned Documents” means, collectively, the Assigned Agreements, the Assigned Part-Out Agreements, the Service Provider Documents included in the Servicing Collateral and the Asset Purchase Agreement and Acquisition Agreements included in the Asset Purchase Collateral.
Assigned Lease” has the meaning specified in Section 2.01(a)(iii).
Assigned Part-Out Agreement” has the meaning specified in Section 2.01(a)(iv).
Assigned U.S. Lease” means an Assigned Lease in respect of which the Lessee is a U.S. Lessee.
Beneficial Interest Collateral” means (i) the Pledged Beneficial Interests, all certificates, if any, from time to time representing such Pledged Beneficial Interests, any contracts and instruments pursuant to which any such Pledged Beneficial Interests are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Beneficial Interest after the Closing Date; and (ii) all additional beneficial interests in any Issuer Subsidiary (including any Asset Trust or other Issuer Subsidiary the ownership of which is represented by beneficial interests), from time to time acquired by each Grantor in any manner, including the beneficial interests in any Issuer Subsidiary that may be formed from time to time, and all options and other rights to acquire beneficial interests, and all certificates and/or instruments, if any, from time to time representing such additional beneficial interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional beneficial interests.
Book-Entry Rules” means 31 C.F.R. § 357 (Treasury bills, notes and bonds); 12 C.F.R. § 615 (book-entry securities of the Farm Credit Administration); 12 C.F.R. §§ 910 and 912 (book-entry securities of the Federal Home Loan Banks); 24 C.F.R. § 81 (book-entry securities of the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation); 12 C.F.R. § 1511 (book-entry securities of the Resolution Funding Corporation or any successor thereto); 31 C.F.R. § 354 (book-entry securities of the Student Loan Marketing Association); and any substantially comparable book-entry rules of any other Federal agency or instrumentality.
Cape Town Convention” means the Convention on International Interests in Mobile Equipment and its Protocol on Matters Specific to Aircraft Equipment, concluded in Cape Town on 16 November 2001.
Cape Town Lease” means any Lease either (a) that is entered into, extended or novated after March 1, 2006 with a Cape Town Lessee or (b) that is a Lease of an Airframe (that qualifies


 
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as an Aircraft Object) that is registered in a “Contracting State” at the time such Lease was or is entered into or novated or at the time such Lease’s term was amended.
Cape Town Lessee” means a lessee of an Asset (that qualifies as an Aircraft Object) under a Lease that is “situated in” a “Contracting State” at the time such Lease was or is entered into or novated or at the time such Lease’s term was amended.
Certificated Security” means a certificated security (as defined in Section 8-102(a)(4) of the UCC) other than a Government Security.
Collateral” has the meaning specified in Section 2.01.
Collateral Obligors” means the parties, other than the Issuer or any Issuer Subsidiary, to the Service Provider Documents, the Hedge Agreements, the Initial Liquidity Facility or any Eligible Credit Facility, the Asset Purchase Agreement and any Acquisition Agreement.
Collateral Supplement” means a supplement to this Agreement in substantially the form attached hereto as Exhibit A-2 executed and delivered by a Grantor.
Consent and Agreement” means a consent executed by each party to an Assigned Document delivered in accordance with Section 3.04(a) in substantially the form attached hereto as Exhibit C.
Contracting State” has the meaning set forth in the Cape Town Convention.
Contract of Sale” has the meaning set forth in the Cape Town Convention.
Custodian” means the Person appointed as custodian under the Custodian Agreement. The initial Custodian shall be McAfee & Taft.
Custodian Agreement” means the Custodian Agreement dated as of March 3, 2020 between the Security Trustee, the Issuer and the Custodian.
De Minimis Account” means an account of an Issuer Subsidiary established for local tax or other regulatory or legal reasons to hold a de minimis amount of funds.
Debt Collateral” means the following: (i) the Pledged Debt and all instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt after the Closing Date; and (ii) all additional indebtedness from time to time owed to each Grantor by any Issuer Subsidiary and the certificates and/or instruments evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness.
Delivery Date” has the meaning set forth in the Asset Purchase Agreement.


 
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Designated Address” means Deutsche Bank Trust Company Americas, 1761 East St. Andrew Place, Santa Ana, CA 92705, USA, Attention: ABS Client Service – WES20A or such other location in the United States as may be notified in writing by the Security Trustee to the Issuer and the Trustee from time to time.
Deutsche Bank” has the meaning specified in the recital of parties to this Agreement.
Excluded Payments” means payments in respect of (i) indemnities (including interest thereon, if applicable) payable (directly or indirectly) by a Lessee to an indemnitee (other than to a Grantor for its own account) pursuant to a Lease and (ii) proceeds of public liability insurance in respect of the Assets payable, directly or indirectly, as a result of insurance claims paid, or losses suffered, by a Person (other than a Grantor for its own account) and including, for the avoidance of doubt, the Lessee.
FAA Security Documents” means, collectively, each Asset Mortgage, each Asset Mortgage and Lease Security Assignment and each Lease Security Assignment.
French Security” has the meaning specified in Section 7.08.
Government Security” means any security that is issued or guaranteed by the United States of America or an agency or instrumentality thereof and that is maintained in book-entry on the records of the Federal Reserve Bank of New York and is subject to the Book-Entry Rules.
Grantors” has the meaning specified in the recital of parties to this Agreement.
Grantor Supplement” means a supplement to this Agreement in substantially the form attached hereto as Exhibit A-3 executed and delivered by an Issuer Subsidiary.
Hedge Agreements” means any interest rate or currency swap, cap, floor, Swaption, or other interest rate or currency hedging agreement between the Issuer and any hedge provider entered into in accordance with Section 5.02(f)(iv) of the Indenture.
Hedge Collateral” has the meaning specified in Section 2.01(j).
Indenture” has the meaning specified in the preliminary statements to this Agreement.
Indenture Obligations” means all obligations of the Issuer under and in respect of all Notes and/or the Indenture including all obligations of the Issuer to make payments of principal of and interest (including the Step-Up Interest Amount and interest following the filing of a petition initiating any insolvency proceeding) and premium, if any, on the Notes and all obligations of the Issuer to pay any fees, expenses or other amounts under or in respect of the Notes, the Indenture, or any other Related Document in respect of the Notes, and all obligations in respect of any amendment, modification, extension, renewal or refinancing of the Notes.
Initial Liquidity Facility Provider” means Bank of America, N.A., and its successors and permitted assigns, or any provider of an Eligible Credit Facility so designated by a Trustee Resolution.


 
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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.

Instrument” means any “instrument” as defined in Section 9-102(a)(47) of the UCC.
Intangible Collateral” means, collectively or individually as the context may require, the Stock Collateral, the Debt Collateral, the Beneficial Interest Collateral and the Membership Collateral.
Lease Assignment Documents” means, in respect of any Assigned Lease or Related Asset Document, (a) any agreement providing for the novation thereof to substitute, or the assignment thereof to, an Issuer Group Member as the lessor, (b) any agreement or instrument supplemental to this Agreement for the purpose of effecting and/or perfecting the assignment of, and the grant of a lien upon, such Assigned Lease or Related Asset Document in favor of the Security Trustee under any Applicable Law, (c) any notice provided to the Lessee thereof of the assignment thereof pursuant to this Agreement or such supplement, (d) any acknowledgment of such assignment by such Lessee and (e) any undertaking of quiet enjoyment given by the Security Trustee to the Lessee in respect thereof.
Lease Security Assignment” means a Lease Security Assignment substantially in the form of Exhibit D-3 attached hereto.
Leasehold Collateral” means the leasehold interest in an Asset, the Lease and other property described in any Lease Security Assignment and subject to the security interest created or intended to be created by such Lease Security Assignment and the Related Asset Documents.
Lessor Account Bank” has the meaning specified in Section 3.03(b)(ii)(A).
Local Law Security Document” means a mortgage, charge, security agreement, pledge agreement or other agreement creating a security interest in any Collateral in favor of the Security Trustee that is governed by the law of a jurisdiction other than a jurisdiction in the United States.
Membership Interest Collateral” means (i) the Pledged Membership Interests, all certificates, if any, from time to time representing such Pledged Membership Interests, any contracts and instruments pursuant to which any such Pledged Membership Interests are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Membership Interest after the Closing Date; and (ii) all additional membership interests in any Issuer Subsidiary (including any Asset Subsidiary or other Issuer Group Subsidiary the ownership of which is represented by membership interests) from time to time acquired by each Grantor in any manner, all certificates and/or instruments, if any, from time to time representing such additional membership interests, and all warrants, options and other rights to acquire membership interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional membership interests.
Obligor” means, with respect to a Grantor, each Lessee or any other Person obligated at any time to make any Lease Payment to such Grantor for any reason.


 
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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.

Perfection Standards” has the meaning set forth in Section 3.12.
Pledged Beneficial Interests” means the beneficial interests identified in any of Schedule I hereto and the Asset Interests in the Asset Trusts identified on Schedule V hereto, any Collateral Supplement or Grantor Supplement, including the beneficial interests in any Asset Subsidiary or other Issuer Group Subsidiary that is a statutory or common law trust.
Pledged Debt” means the indebtedness identified in any of Schedule I hereto, any Collateral Supplement or Grantor Supplement.
Pledged Membership Interests” means the membership interests identified in any of Schedule I hereto, any Collateral Supplement or Grantor Supplement, including the membership interests in any Asset Subsidiary or other Issuer Group Subsidiary that is an entity in which the ownership interests are represented by membership interests.
Pledged Stock” means the capital stock, warrants, options or other notes to acquire capital stock identified in any of Schedule I hereto, any Collateral Supplement or Grantor Supplement, including the stock of any Asset Subsidiary or other Issuer Group Subsidiary in which the ownership interests are represented by stock or any similar equity interest (other than membership interests that would be included in Pledged Membership Interests or beneficial interests that would be included in Pledged Beneficial Interests).
Process Agent” has the meaning assigned to such term in Section 10.09.
Related Asset Documents” means all of a Grantor’s right, title and interest in the technical documents, manuals, log books and records that relate to an Asset and all of such Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to such Asset or any Assigned Lease, any lease assignments, novations, renewals, extensions or assumption agreements, relating to the Asset or any Assigned Lease, any acceptance certificate and/or bill of sale relating to such Asset or any Assigned Lease, any guaranties, letters of credit or other credit support relating to such Asset or any Assigned Lease, and any other certificate, instrument or agreement relating to such Asset or a Lessee, user or Lessor of such Asset.
Related Documents Obligations” means all obligations of the Issuer and of each Issuer Subsidiary under and in respect of all Related Documents to any Secured Party that are not otherwise included in the Indenture Obligations, the Secured Service Provider Obligations, the Secured Credit Facility Obligations, the Secured Hedge Agreement Obligations and the Secured Seller Obligations.
Required Cape Town Registrations” has the meaning specified in Section 3.12(a).
Secured Acquisition Agreement” means the Asset Purchase Agreement and each other Acquisition Agreement in respect of which the Seller has executed and delivered to the Security Trustee a Secured Party Supplement.


 
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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.

Secured Credit Facility” means the Initial Liquidity Facility and, for the avoidance of doubt, all obligations to pay fees, expenses and other amounts required to be paid thereunder in respect of which the provider thereof has delivered to the Security Trustee a Secured Party Supplement.
Secured Credit Facility Obligations” means the obligations of the Issuer and of each Issuer Subsidiary now or hereafter existing under any Secured Credit Facilities to Secured Credit Facility Providers.
Secured Credit Facility Provider” means the Initial Liquidity Facility Provider.
Secured Hedge Agreement” means a Hedge Agreement in respect of which the Hedge Counterparty has executed and delivered to the Security Trustee a Secured Party Supplement.
Secured Hedge Agreement Obligations” means all obligations of the Issuer and of each Issuer Subsidiary to each Hedge Provider under and in respect of all Secured Hedge Agreements.
Secured Hedge Provider” means the Hedge Counterparty of a Secured Hedge Agreement.
Secured Obligations” means, collectively, the Indenture Obligations, the Secured Service Provider Obligations, the Secured Credit Facility Obligations, the Secured Hedge Agreement Obligations, the Secured Seller Obligations and the Related Documents Obligations.
Secured Party” means any of or, in the plural form, all of the Security Trustee, each Noteholder, each Certificate Holder, the Issuer, each Secured Service Provider, each Secured Credit Facility Provider, each Secured Hedge Provider, each Secured Seller, and each other Person to whom any Related Documents Obligations are owing.
Secured Party Supplement” means a supplement to this Agreement in substantially the form attached as Exhibit A-1 executed and delivered to the Security Trustee by a Service Provider, Hedge Counterparty, Secured Credit Facility Provider or Seller.
Secured Seller” means Willis Lease Finance Corporation as seller under the Asset Purchase Agreement and each other Acquisition Agreement.
Secured Seller Obligations” means the obligations of the Issuer and each Issuer Subsidiary now or hereafter existing under each Secured Acquisition Agreement.
Secured Service Provider” means any of the Trustee, the Servicer, the Administrative Agent, the Operating Bank, the Security Trustee and each other Service Provider entering into a Secured Service Provider Document.
Secured Service Provider Document” means any Service Provider Document listed under clause (a) of such defined term and any other service agreement entered into by an Issuer


 
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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.

Group Member in accordance with the Indenture in respect of which the counterparty has executed and delivered to the Security Trustee a Secured Party Supplement.
Secured Service Provider Obligations” means, collectively, the obligations now or hereafter existing of any Obligor to a Secured Service Provider under a Secured Service Provider Document.
Securities Account” means a securities account as defined in Section 8-501(a) of the UCC maintained in the name of the Security Trustee as “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) on the books and records of the Operating Bank or another Securities Intermediary who has agreed that its securities intermediary jurisdiction (within the meaning of Section 8-110 of the UCC) is the State of New York.
Securities Intermediary” means any “securities intermediary” of the Security Trustee as defined in 31 C.F.R. Section 357.2 or Section 8-102(a)(14) of the UCC.
Security Trustee Account” means any Account other than a Lessor Account, established with the Operating Bank.
Senior Representative” means the Controlling Party.
Senior Secured Claimants” means the Secured Parties to whom the Senior Secured Claims are owed.
Senior Secured Claims” means, with respect to any Secured Obligation (other than Secured Obligations that constitute Expenses), all other Secured Obligations the payment of which constitute a Prior Ranking Amount, it being understood that Expenses are Senior Secured Claims with respect to all other Secured Obligations and that there are no Prior Ranking Amounts in respect of Expenses.
Service Provider Document Obligations” means, collectively, the obligations now or hereafter existing of the Issuer and each Issuer Subsidiary to a Service Provider under a Service Provider Document.
Service Provider Documents” means (a) the Administrative Agency Agreement and the Servicing Agreement and (b) any other agreement entered into by the Issuer or any Issuer Subsidiary that is designated as a Service Provider Document in a writing signed by the Security Trustee and the Issuer.
Servicing Collateral” has the meaning specified in Section 2.01(h).
Stock Collateral” means: (i) the Pledged Stock and all certificates and instruments, if any, from time to time representing such Pledged Stock, any contracts and instruments pursuant to which such Pledged Stock is created or issued, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock after the Closing Date; and (ii) all additional shares of the capital stock of any Issuer Subsidiary (including any Asset Subsidiary that issues capital


 
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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.

stock) from time to time acquired by a Grantor or issued by an issuer listed on Schedule I in any manner, including the capital stock of any Issuer Subsidiary that may be formed from time to time, and all warrants, options or other rights to acquire shares, and all certificates and instruments, if any, representing such additional shares of the capital stock and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional shares.
Subordinated Representative” means, at any time, any trustee or representative of any holders or owners (or, in the absence of any such Person, such holders and owners) of any Secured Obligations other than the Senior Representative at such time.
Subordinated Secured Claimants” means, at any time, the holders and owners of Subordinated Secured Claims.
Subordinated Secured Claims” means (a) with respect to any Expenses, all other Secured Obligations and (b) with respect to any other Secured Obligations, all Secured Obligations as to which the payment of such Secured Obligation constitutes a Prior Ranking Amount.
UCC” means the Uniform Commercial Code as in effect on the date of determination in the State of New York; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Agreement relating to such perfection or effect of perfection or non-perfection.
Uncertificated Security” means an uncertificated security (as defined in Section 8-102(a)(18) of the UCC) other than a Government Security.
U.S. Lessee” means a Lessee that has its principal place of business in the United States of America.



 
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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.

Schedule I
SECURITY TRUST AGREEMENT

PLEDGED STOCK
Stock Issuer
Par Value
Certificate No(s).
Number of Issued Shares
Percentage of Issued Shares
WEST II France (to be renamed WEST V France)
1€
N/A
1
100%
 
 
 
 
 
WEST V Engines (Ireland) Limited
$1.00
1
1
100%
 
 
 
 
 

PLEDGED MEMBERSHIP INTERESTS
Issuer
Certificate No.
Percentage of
Membership Interest
WEST Engine Acquisition LLC
1
100%
 
 
 

PLEDGED BENEFICIAL INTERESTS
Issuer
Certificate No.
Percentage of
Beneficial Interest
U.S. Bank National Association, as owner trustee under of each of the trusts identified in Schedule V
N/A
100%
 
 
 

PLEDGED DEBT
Debt Issuer
Description of Debt
Date
None
 
 






 
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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.

Schedule II
SECURITY TRUST AGREEMENT
ACCOUNT INFORMATION
The following are the wire instructions for any payments other than Lease payments:
Bank Name:  Deutsche Bank Trust Co. Americas
ABA:  [**]
ACCT#: [**]
Account Name:  Trust and Securities Ac
Ref:  PORT [space] [Portfolio # - as listed below] (e.g. PORT [**])*
Attn:  Timothy Johnson [**]*
*Update as relevant
Portfolio Number
Account
[**]
Collections Account
[**]
Lessee Funded Account
[**]
Security Deposit Account
[**]
Expense Account
[**]
Series Account for Series A Notes
[**]
Series Account for Series B Notes
[**]
Series Account for Series C Notes
[**]
Asset Purchase Account
[**]
Asset Replacement Account
[**]
Liquidity Facility Reserve Account
[**]
Initial Liquidity Payment Account
[**]
Maintenance Reserve Account
[**]
Asset Disposition Contribution Account
[**]
DSCR Cash Trap Account
[**]
Hedge Termination Payment Account
[**]
Defeasance/Redemption Account
[**]
Refinancing Account
[**]
Series C Reserve Account



 
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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.

The following are the wire instructions for Lease payments:
Bank Name:  Deutsche Bank Trust Co. Americas
ABA:  [**]
ACCT#: [**]**
Account Name: DBTCA as Trustee for WEST V Lessor Acct
Ref:  MSN ____*, rental WEST V
Attn:  Timothy Johnson [**]*
*Update as relevant
** Lease payments made to this account number in accordance with wire instructions that were provided to a payor of lease payments prior to the date hereof may continue to be paid in accordance with such wire instructions as previously provided.





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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.

Schedule III
SECURITY TRUST AGREEMENT
PRINCIPAL OFFICES
Name of Grantor
Chief Executive Office, Chief Place of
Business and Registered Office
Willis Engine Structured Trust V
1100 North Market Street, Wilmington, Delaware 19890
WEST Engine Acquisition LLC
773 San Marin Drive, Suite 2215
Novato, California, 94998
WEST V Engines (Ireland) Limited (formerly known as Willis Engine Securitization (Ireland) Limited)
3rd Floor
12/13 Exchange Place, IFSC
Dublin 1, Ireland
WEST II France (to be renamed WEST V France)
17 Avenue Didier Daurat, Zone d’Activité Commerciale de l’Aéroport, 31700, Blagnac Cedex, France
U.S. Bank National Association, as owner trustee of each Asset Trust referred to on Schedule V
300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801

Location within the meaning of Article 9 of the UCC – Ohio




 
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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.

Schedule IV
SECURITY TRUST AGREEMENT
PROCESS AGENT
Name of Grantor
Process Agent
WEST V Engines (Ireland) Limited
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036
WEST II France (to be renamed WEST V France)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, NY 10036





 
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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.

Schedule V
SECURITY TRUST AGREEMENT
ASSET TRUSTS
 
ESN/ MSN
Trust Name
Owner Trustee
Beneficiary
1.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
2.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
3.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
4.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
5.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
6.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
7.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
8.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
9.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
10.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
11.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
12.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
13.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
14.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC


 
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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.

15.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
16.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
17.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
18.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
19.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
20.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
21.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
22.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
23.    
[**]
Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
24.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
25.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
26.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
27.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
28.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC
29.    
[**]
Owner Trust [**]
U.S. Bank National Association
WEST Engine Acquisition LLC



 
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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.

Schedule VI
SECURITY TRUST AGREEMENT
OTHER ISSUER GROUP SUBSIDIARIES
WEST Engine Acquisition LLC
WEST V Engines (Ireland) Limited
WEST II France (to be renamed WEST V France)


 
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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.

Schedule VII
SECURITY TRUST AGREEMENT
LEASES
Manufacturer, Model and Serial No.
Lease Documents
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
 


 
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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.

Schedule VIII
SECURITY TRUST AGREEMENT
ASSETS
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]


 
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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.

ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]
ESN [**]




 
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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.

Exhibit A-1
SECURITY TRUST AGREEMENT
FORM OF SECURED PARTY SUPPLEMENT
Deutsche Bank Trust Company Americas, as Security Trustee
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention:    ABS Client Service – WES20A
Facsimile:    (714) 247-6478
E-mail: ronaldo.r.reyes@db.com
[Date]
Re: Amended and Restated Security Trust Agreement, dated as of March 3, 2020
Ladies and Gentlemen:
Reference is made to the Amended and Restated Security Trust Agreement (as amended from time to time, the “Security Trust Agreement”), dated as of March 3, 2020 among WILLIS ENGINE STRUCTURED TRUST V, a Delaware statutory trust (the “Issuer”), each of the ISSUER SUBSIDIARIES (including each Asset Trust) party thereto from time to time as a grantor (such Subsidiaries, together with the Issuer and the Asset Trusts, the “Grantors”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (“Deutsche Bank”), as Security Trustee (in such capacity, the “Security Trustee”) and as operating bank. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Security Trust Agreement.
The undersigned hereby:
1. confirms that delivered herewith is a true and complete copy of the [describe agreement], between [the Issuer][applicable Issuer Subsidiary] and the undersigned, dated as of ____ ], which is [a Hedge Agreement][a Servicer Provider Document][an Acquisition Agreement][the Initial Liquidity Facility] referred to in the Security Trust Agreement [FOR HEDGE PROVIDERS ENTITLED TO SENIOR HEDGE PAYMENTS ADD: payments under which constitute Hedge Payments under and as defined in the Indenture, entitled to the priority of payments specified in Section 3.09(a)(ii) of the Indenture and Section 3.09(b)(iii) of the Indenture;
2. confirms that it has received a copy of the Security Trust Agreement and such other documents and information as it deems appropriate to make a decision to enter into this Secured Party Supplement;



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3. confirms that, upon delivery of this Secured Party Supplement, each reference in the Security Trust Agreement to a “Secured Party” shall also mean and be a reference to the undersigned and the undersigned accepts the benefits of the Security Trust Agreement subject to the terms and provisions thereof (including Article IX thereof);
4. in its capacity as a Secured Party, appoints and authorizes the Security Trustee to take any and all actions in respect of the Collateral as are delegated to the Security Trustee by the terms of the Security Trust Agreement, together with any such powers and discretion as are reasonably incidental thereto;
5. in its capacity as a Secured Party, confirms its agreement to the limitations and qualifications of the Security Trustee’s obligations set forth in Article VII of the Security Trust Agreement and acknowledges that the rights of the Security Trustee as a collateral assignee of the Servicing Agreement are limited as provided by Section 12.01 of the Servicing Agreement;
6. confirms that notwithstanding any other provision of this Secured Party Supplement, the Security Trust Agreement, the Indenture or any other Related Document, the obligations of the Issuer to make any payments under the Notes, the Security Trust Agreement, the Indenture or any other Related Document shall be equal to the nominal amount of each payment or, if less, the actual amount received or recovered from time to time by or on behalf of the Issuer which consists of funds which are entitled to be applied by the Issuer in making such payment in accordance with the Security Trust Agreement and the Indenture from the Collateral, including the proceeds of any contingent claims that are included in the Collateral, and no Secured Party will have further recourse to the Issuer in respect of such obligations beyond its rights under the Security Trust Agreement and the Indenture. On enforcement of the Security Trust Agreement, after realization of the Collateral, including liquidation of any contingent claims that are included in the Collateral, and distribution of all proceeds of the Collateral, including the proceeds of any such contingent claims, in accordance with the Security Trust Agreement and the Indenture, none of the Secured Parties may take any further steps against the Issuer or against any shareholder, director or officer of the Issuer in respect of such obligations. This provision shall not prevent any payment becoming due for the purposes of an Event of Default.
This Secured Party Supplement may be executed in two or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Secured Party Supplement by facsimile or in electronic format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Secured Party.
[Signature pages follow]




 
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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.

This Secured Party Supplement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Laws but otherwise without regard to conflict of laws principles.
Very truly yours,
[NAME OF SECURED PARTY]
By:
____________________________________
Name:
Title:
Acknowledged and agreed to as of the date first above written:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity, but
solely as the Security Trustee
By:
____________________________________
Name:
Title:
By:    ____________________________________
Name:
Title:




 
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Exhibit A-2
SECURITY TRUST AGREEMENT
FORM OF COLLATERAL SUPPLEMENT
Deutsche Bank Trust Company Americas, as Security Trustee
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention:    ABS Client Service – WES20A
Facsimile:    (714) 247-6478
E-mail: ronaldo.r.reyes@db.com
[Date]
Re: Amended and Restated Security Trust Agreement, dated as of March 3, 2020
Ladies and Gentlemen:
Reference is made to the Amended and Restated Security Trust Agreement (as amended from time to time, the “Security Trust Agreement”), dated as of March 3, 2020 among WILLIS ENGINE STRUCTURED TRUST V, a Delaware statutory trust (the “Issuer”), each of the ISSUER SUBSIDIARIES (including each Asset Trust) party thereto from time to time as a grantor (such Subsidiaries, together with the Issuer and the Asset Trusts, the “Grantors”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (“Deutsche Bank”), as Security Trustee (in such capacity, the “Security Trustee”) and as operating bank. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Security Trust Agreement.
The undersigned Grantor hereby delivers, as of the date first above written, the attached Annexes I through VIII pursuant to Section 3.01 of the Security Trust Agreement.
The undersigned Grantor hereby confirms that the property included in the attached Annexes constitutes part of the Collateral and hereby makes each representation and warranty set forth in Section 4.02 of the Security Trust Agreement (as supplemented by the attached Annexes).
If and to the extent applicable, the undersigned Grantor makes the following representations and warranties: The Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interests described in Annex I hereto constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. Such Pledged Stock, Pledged Beneficial Interests and Pledged Membership Interests have been delivered to the Security Trustee. Such Pledged Stock, Pledged Beneficial Interests and Pledged Membership Interests either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Security Trustee or in blank or (iii) have been registered in the name of the Security Trustee. None of such Pledged



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Stock, Pledged Beneficial Interests and Pledged Membership 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 Security Trustee.
Attached are [(i) an Account Letter in substantially the form of Exhibit B to the Security Trust Agreement from each Account Bank at which each Account included in the foregoing Collateral is maintained, (ii) where required with respect to any Assigned Document included in the foregoing Collateral, a Consent and Agreement in substantially the form of Exhibit C to the Security Trust Agreement from the counterparty thereto or, with respect to any Assigned Lease included in the foregoing Collateral, such consents, acknowledgements and/or notices as are called for under Section 3.04(a) of the Security Trust Agreement and (iii)] duly completed copies of Annexes I through VIII hereto only to the extent setting forth information not previously provided in the corresponding Schedule of the Security Trust Agreement (as supplemented prior to the date hereof).
This Collateral Supplement may be executed in two or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Collateral Supplement by facsimile or in electronic format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Collateral Supplement.
[Signature pages follow]



 
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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.

This Collateral Supplement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Laws but otherwise without regard to conflict of laws principles.
Very truly yours,
[NAME OF GRANTOR]
By:
____________________________________
Name:
Title:
Acknowledged and agreed to as of the date first above written:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity, but
solely as the Security Trustee
By:
____________________________________
Name:
Title:
By:    ____________________________________
Name:
Title:




 
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Annex I
COLLATERAL SUPPLEMENT
PLEDGED STOCK
Stock Issuer
Par Value
Certificate No(s).
Number of Issued Shares
Percentage of Issued Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

PLEDGED MEMBERSHIP INTERESTS
Issuer
Certificate No.
Percentage of
Membership Interest
 
 
 
 
 
 

PLEDGED BENEFICIAL INTERESTS
Issuer
Certificate No.
Percentage of
Beneficial Interest
 
 
 
 
 
 

PLEDGED DEBT
Debt Issuer
Description of Debt
Date
 
 
 
 
 
 
 
 
 
 
 
 



 
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ANNEX II
COLLATERAL SUPPLEMENT
ACCOUNT INFORMATION

NAME AND ADDRESS
OF BANK
NAME OF
ACCOUNT HOLDER
ACCOUNT NUMBER
 
 
 
 
 
 
 
 
 



 
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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.

ANNEX V
COLLATERAL SUPPLEMENT
ASSET TRUSTS



 
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ANNEX VI
COLLATERAL SUPPLEMENT
OTHER ISSUER SUBSIDIARIES


 
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ANNEX VII
COLLATERAL SUPPLEMENT
LEASES


 
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ANNEX VIII
COLLATERAL SUPPLEMENT
ASSETS



 
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Exhibit A-3
SECURITY TRUST AGREEMENT
FORM OF GRANTOR SUPPLEMENT
Deutsche Bank Trust Company Americas, as Security Trustee
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention:    ABS Client Service – WES20A
Facsimile:    (714) 247-6478
E-mail: ronaldo.r.reyes@db.com
[Date]
Re: Amended and Restated Security Trust Agreement, dated as of March 3, 2020
Ladies and Gentlemen:
Reference is made to the Amended and Restated Security Trust Agreement (as amended from time to time, the “Security Trust Agreement”), dated as of March 3, 2020 among WILLIS ENGINE STRUCTURED TRUST V, a Delaware statutory trust (the “Issuer”), each of the ISSUER SUBSIDIARIES (including each Asset Trust) party thereto from time to time as a grantor (such Subsidiaries, together with the Issuer and the Asset Trusts, the “Grantors”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (“Deutsche Bank”), as Security Trustee (in such capacity, the “Security Trustee”) and as operating bank. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Security Trust Agreement.
The undersigned hereby agrees, as of the date first above written, to become a Grantor under the Security Trust Agreement as if it were an original party thereto and agrees that each reference in the Security Trust Agreement to “Grantor” shall also mean and be a reference to the undersigned. To secure the payment and performance of the Secured Obligations, the undersigned hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Security Trustee, for the benefit of the Secured Parties, a security interest in and to all of the undersigned’s right, title and interest in, to and under the Collateral now or hereafter owned by the undersigned, whether now existing or hereafter created, provided, however, that, to the extent the Collateral consists of the obligations of any Collateral Obligor to the undersigned, such security interest in such Collateral shall not be for the benefit of such Collateral Obligor.
The undersigned hereby makes each representation and warranty set forth in Section 4.02 of the Security Trust Agreement (as supplemented by the attached Annexes) and hereby agrees to be bound as a Grantor by all of the terms and provisions of the Security Trust Agreement. Each reference in the Security Trust Agreement to the Asset Collateral, the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests, the Stock Collateral,


 
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the Debt Collateral, the Beneficial Interest Collateral, the Membership Interest Collateral, the Account Collateral, the Assigned Agreements, the Acquisition Agreements, the Asset Purchase Collateral, the Service Provider Documents, the Servicing Collateral and the Assigned Documents shall be construed to include a reference to the corresponding Collateral hereunder.
If and to the extent applicable, the undersigned makes the following representations and warranties: The Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interests described in Annex I hereto constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. Such Pledged Stock, Pledged Beneficial Interests and Pledged Membership Interests have been delivered to the Security Trustee. Such Pledged Stock, Pledged Beneficial Interests and Pledged Membership Interests either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Security Trustee or in blank or (iii) have been registered in the name of the Security Trustee. None of such Pledged Stock, Pledged Beneficial Interests and Pledged Membership 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 Security Trustee.
The undersigned hereby agrees, together with the Issuer, jointly and severally to indemnify the Security Trustee, its officers, directors, employees and agents in the manner set forth in Section 9.01 of the Security Trust Agreement.
Attached are [(i) an Account Letter in substantially the form of Exhibit B to the Security Trust Agreement from each Account Bank at which each Account included in the foregoing Collateral is maintained, (ii) where required with respect to any Assigned Document included in the foregoing Collateral, a Consent and Agreement in substantially the form of Exhibit C to the Security Trust Agreement from the counterparty thereto and (iii)] duly completed copies of Annexes I through VIII hereto only to the extent setting forth information not previously provided in the corresponding Schedule of the Security Trust Agreement (as supplemented prior to the date hereof).
This Grantor Supplement may be executed in two or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Grantor Supplement by facsimile or in electronic format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Grantor Supplement.
This Grantor Supplement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Laws but otherwise without regard to conflict of laws principles.
[The Granter confirms for the benefit of each other party to the Security Trust Agreement that, pursuant to and as required by Section 10.09(a) of the Security Trust Agreement, it has appointed the Process Agent named on Annex IV.]
[Signature pages follow]


 
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Very truly yours,
[ _ ]
By:
____________________________________
Name:
Title:
Acknowledged and agreed to as of the date first above written:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity, but
solely as the Security Trustee
By:    ____________________________________
Name:
Title:
By:    ____________________________________
Name:
Title:





 
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ANNEX I
GRANTOR SUPPLEMENT
PLEDGED STOCK

Stock Issuer
Par Value
Certificate No(s).
Number of Issued Shares
Percentage of Issued Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

PLEDGED MEMBERSHIP INTERESTS

Issuer
Certificate No.
Percentage of
Membership Interest
 
 
 
 
 
 

PLEDGED BENEFICIAL INTERESTS

Issuer
Certificate No.
Percentage of
Beneficial Interest
 
 
 
 
 
 

PLEDGED DEBT

Debt Issuer
Description of Debt
Date
 
 
 
 
 
 
 
 
 
 
 
 



 
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ANNEX II
GRANTOR SUPPLEMENT
ACCOUNT INFORMATION

NAME AND ADDRESS
OF BANK
NAME OF
ACCOUNT HOLDER
ACCOUNT NUMBER
 
 
 
 
 
 
 
 
 



 
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ANNEX III
GRANTOR SUPPLEMENT
PRINCIPAL OFFICES

Name of Grantor
Chief Executive Office, Chief Place of
Business and Registered Office
 
 
 
 
 
 


 
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ANNEX IV
GRANTOR SUPPLEMENT
PROCESS AGENT


 
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ANNEX V
GRANTOR SUPPLEMENT
ASSET TRUSTS


 
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ANNEX VI
GRANTOR SUPPLEMENT
OTHER ISSUER SUBSIDIARIES


 
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ANNEX VII
GRANTOR SUPPLEMENT
LEASES


 
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ANNEX VIII
GRANTOR SUPPLEMENT
ASSETS




 
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Exhibit B
SECURITY TRUST AGREEMENT
FORM OF ACCOUNT LETTER
_______________, 20__
[Name and address
of Account Bank]
[Name of the Grantor]
Ladies and Gentlemen:
Reference is made to Account No. __________ into which certain monies, instruments and other properties are deposited from time to time (the “Pledged Account”) maintained with you by ____________________ (the “Grantor”). Pursuant to the Amended and Restated Security Trust Agreement, dated as of March 3, 2020 (as amended, supplemented or otherwise modified, the “Security Trust Agreement”), among the Grantor, other “Grantors” and Deutsche Bank Trust Company Americas, as the Security Trustee (the “Security Trustee”) and the Operating Bank. Capitalized terms used herein, unless otherwise defined herein, have the meanings assigned to them in (or by reference in) the Security Trust Agreement.
Pursuant to the Security Trust Agreement, the Grantor has granted to the Security Trustee a security interest in certain property of the Grantor, including, among other things, the following (the “Collateral”): the Pledged Account, all funds held or required by the terms of the Indenture to be held therein and all certificates and instruments, if any, from time to time representing or evidencing such Pledged Account, all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Security Trustee for or on behalf of such Grantor in substitution for or in addition to any or all of the then existing Collateral, and all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral, and all proceeds of any and all of the foregoing Collateral. It is a condition to the continued maintenance of the Pledged Account with you that you agree to this letter agreement.
By signing this letter agreement, you acknowledge notice of, and consent to the terms and provisions of, the Security Trust Agreement and confirm to the Security Trustee that you have received no notice of any other pledge or assignment of the Pledged Account. Further, you hereby agree with the Security Trustee that:
(a) Notwithstanding anything to the contrary in any other agreement relating to the Pledged Account, the Pledged Account is and will be subject to the terms and conditions of the Security Trust Agreement, and will henceforth be subject to written instructions only from a Responsible Officer of the Security Trustee or (unless you are otherwise notified by the Security Trustee) from a Responsible Officer of the Administrative Agent as the agent of the Security Trustee. In the event of any conflicting instructions, those of the Security Trustee shall prevail.


 
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(b) You will follow your usual operating procedures for the handling of any remittance received in the Pledged Account, including any remittance that contains restrictive endorsements, irregularities (such as a variance between the written and numerical amounts), undated or postdated items, missing signatures, incorrect payees, etc.
(c) You will transfer, in same day funds, on each of your business days, an amount equal to the credit balance of the Pledged Account (other than any amount required to be left on deposit for local tax or other regulatory or legal purposes) on such day to the following account (the “Collections Account”):
Deutsche Bank Trust Company Americas
[_________]
ABA: [_________]
CR: [_________]
ACCT: [_________]
REF: [_________]
SWIFT: [_________]
Each such transfer of funds shall neither comprise only part of a remittance nor reflect the rounding off of any funds so transferred.
[The foregoing clause (c) shall be revised to reflect a less frequent funds transfer permitted under the Indenture to the extent applicable for the Pledged Account.]
(d) All service charges and fees with respect to the Pledged Account shall be payable by the Grantor, and deposited checks returned for any reason shall not be charged to such account.
(e) The Security Trustee and the Administrative Agent as the agent of the Security Trustee shall be entitled to exercise any and all rights of the Grantor in respect of the Pledged Account in accordance with the terms of the Security Trust Agreement, and the undersigned shall comply in all respects with such exercise.
(f) In the event that you have or subsequently obtain by agreement, by operation of law or otherwise a security interest in the Pledged Account or any cash or other property credited thereto, such security interest shall be subordinated to the security interest of the Security Trustee.
It is the intention of the parties to grant “control” of the Pledged Account and the other Collateral to the Security Trustee for purposes of perfection of the Security Trustee’s security interest in such Collateral pursuant to Article 8 and Article 9 of the UCC.
You hereby agree (i) that your “jurisdiction” (within the meaning of Article 8 or Article 9 of the UCC, as applicable) as the securities intermediary or the bank, as applicable, with respect to each Pledged Account is the State of New York, (ii) (A) that the law of the State of New York governs all issues specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary and, to the extent not so provided in any account agreement governing the Pledged Account, such account agreement is hereby


 
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amended to so provide and (B) that you will not modify the law applicable to such issues or (so long as this letter agreement is in effect) under such account agreement, and (iii) to the extent that any Pledged Account is a “securities account” (as defined in Article 8 of the UCC), (A) you are the “securities intermediary” (as defined in Article 8 of the UCC) of such securities account, (B) all items of property credited thereto from time to time (whether cash, investment property, Permitted Account Investments, other investments, securities, instruments or other property) will be treated as a “financial asset” as defined in Article 8 of the UCC and (B) all securities, instruments and other property in order or registered from and credited to the Pledged Account shall be payable to you or to your order, or registered in your name, or shall be indorsed to you or in blank, and in no case whatsoever shall any “financial asset” as defined in Article 8 of the UCC credited to the Pledged Account be registered in the name of any Grantor, payable to or to the order of any Grantor or specially indorsed to any Grantor except to the extent the foregoing have been specially indorsed by a Grantor to you or in blank.
This letter agreement shall be binding upon you and your successors and assigns and shall inure to the benefit of the Security Trustee, the Secured Parties and their successors, transferees and assigns. You may terminate this letter agreement only upon 30 days’ prior written notice to the Grantor and the Security Trustee. Upon such termination you shall close the Pledged Account and transfer all funds in the Pledged Account to the Collections Account. After any such termination, you shall nonetheless remain obligated promptly to transfer to the Collections Account all funds and other property received in respect of the Pledged Account.
[To be inserted if Grantor is an Asset Trustee: The parties hereto agree that all of the statements, representations, covenants and agreements made by Grantor as Aircraft Trustee contained in this letter agreement and any agreement referred to herein, unless expressly otherwise stated, are made and intended only for the purpose of binding the Trust Estate (as such expression is defined in the Asset Trust Agreement) and establishing the existence of rights and remedies which can be exercised and enforced against such Trust Estate. Therefore, anything contained in this Agreement or such other agreements to the contrary notwithstanding (except for any express provisions that Asset Trustee is responsible for in its individual capacity), no recourse shall be had with respect to this letter agreement or such other agreements against Grantor in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling person or persons of any of them.]
[Signature pages follow]



 
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This letter agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Laws but otherwise without regard to conflict of laws principles.
[NAME OF GRANTOR]

By:
    
Name:
Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Security Trustee and not in its individual capacity

By:_________________________________
Name:
Title:

By:_________________________________
Name:
Title:

[NAME OF ACCOUNT BANK]
By:_________________________________
Name:
Title:


 
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Exhibit C
SECURITY TRUST AGREEMENT
FORM OF CONSENT AND AGREEMENT
_______________, [20__]
[Name of the Grantor]
Ladies and Gentlemen:
Reference is made to the agreement between you and the Grantor dated (the “Assigned Document”).
Pursuant to the Amended and Restated Security Trust Agreement, dated as of March 3, 2020 (the “Security Trust Agreement”), among the Grantor, certain other Grantors and Deutsche Bank Trust Company Americas, as the Security Trustee (the “Security Trustee”) and Operating Bank, the Grantor has granted to the Security Trustee a security interest in certain property of the Grantor, including, among other things, the following (the “Collateral”): all of such Grantor’s right, title and interest in and to the Assigned Document, including without limitation all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Document, all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Document, claims of such Grantor for damages arising out of or for breach or default under the Assigned Document and the right of such Grantor to terminate the Assigned Document, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, whether arising under the Assigned Document or by statute or at law or in equity. Capitalized terms used herein, unless otherwise defined herein, have the meanings assigned to them in the Security Trust Agreement.
By signing this Consent and Agreement, you acknowledge notice of, and consent to the terms and provisions of, the Security Trust Agreement and confirm to the Security Trustee that you have received no notice of any other pledge or assignment of the Assigned Document. Further, you hereby agree with the Security Trustee that:
(a) You will make all payments to be made by you under or in connection with the Assigned Document directly to the Collections Account or otherwise in accordance with the instructions of the Security Trustee.
(b) The Security Trustee shall be entitled to exercise any and all rights and remedies of the Grantor under the Assigned Document in accordance with the terms of the Security Trust Agreement, and you will comply in all respects with such exercise.
(c) You will not, without the prior written consent of the Security Trustee, (i) cancel or terminate the Assigned Document or consent to or accept any cancellation or termination thereof or (ii) amend or otherwise modify the Assigned Document.


 
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This Consent and Agreement shall be binding upon you and your successors and assigns and shall inure to the benefit of the Security Trustee, the Secured Parties and their successors, transferees and assigns.
This Consent and Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Laws but otherwise without regard to conflict of laws principles.
Very truly yours,
[NAME OF GRANTOR]
By:
____________________________________
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity,
but solely as the Security Trustee
By:
____________________________________
Name:
Title:
By:
____________________________________
Name:
Title:
Acknowledged and agreed to as of
the date first above written:
[NAME OF OBLIGOR]
By:
____________________________________
Name:
Title:
[LIST ALL PARTIES TO ASSIGNED DOCUMENTS
NOT ALREADY PARTY HERETO]




 
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Exhibit D-1
SECURITY TRUST AGREEMENT
FORM OF ASSET MORTGAGE
MORTGAGE AND SECURITY AGREEMENT NO. [_]
MORTGAGE AND SECURITY AGREEMENT NO. [_] (the “Agreement”) dated as of ______________, 20__ between [__________] (“[__________]”), not in its individual capacity, but solely as Owner Trustee (the “Grantor”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“Deutsche Bank”), as security trustee (in such capacity, the “Security Trustee”). Capitalized terms used and not defined herein are used as defined in Appendix A hereto.
W I T N E S S E T H:
WHEREAS, Willis Engine Structured Trust V, a Delaware statutory trust (the “Issuer”), Deutsche Bank, as Trustee, and certain other parties have entered into the Amended and Restated Trust Indenture, dated as of March 3, 2020 (as amended, supplemented or otherwise modified, the “Indenture”);
WHEREAS, the Issuer, the Security Trustee, the Grantor and certain other Issuer Subsidiaries have entered into the Amended and Restated Security Trust Agreement, dated as of March 3, 2020 (as amended, supplemented or otherwise modified, the “Security Trust Agreement”), in order to secure, among other things, the payment of the Notes and the Beneficial Interest Certificates issued by the Issuer and the payment and performance of all Secured Obligations;
WHEREAS, the Grantor has agreed to secure the Secured Obligations under the Notes, the Beneficial Interest Certificates and the other Related Documents by granting to the Security Trustee for the benefit of the Secured Parties a Lien on its interest in the [Airframe and the] Engine[s] described in Schedule 1 hereto ([collectively, ]the “Asset”) and on certain other property and rights relating thereto; and
WHEREAS, the Grantor will derive substantial direct and indirect benefit from the proceeds of the Notes and the Beneficial Interest Certificates and from the execution, delivery and performance of the Related Documents, whether or not the Grantor is a party thereto.
NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Related Documents and (b) secure the prompt payment and performance of all the Secured Obligations, the Grantor and the Security Trustee hereby agree as follows:
1.
SECURITY INTEREST. The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security interest to the Security Trustee, for its benefit and the benefit of the Secured Parties, subject to no prior interests of any Person whatsoever except for a lessee under any Lease of the Asset, in all of such Grantor’s right, title and interest in and to the following collateral, whether now existing or hereafter created


 
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or acquired (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement:
(a)    the Asset;
(b)
all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Asset [or on any component Engine thereof] or may be installed in any other aircraft or aircraft engine;
(c)
the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset, any acceptance certificate, and/or bill of sale relating to the Asset, any guaranties, letters of credit or other credit support relating to the Asset, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”);
(d)
all proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition due to the Grantor with respect to, any of the equipment described in clauses (a), (b) and (c) above;
(e)
all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Related Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and
(f)
all proceeds, howsoever arising, of the foregoing.
BUT EXCLUDING, HOWEVER, the Excluded Payments.
TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and assigns, as security for the Secured Obligations.
2.
INCORPORATION BY REFERENCE. The security interest in the Mortgage Collateral created under this Agreement is granted in accordance with the Security Trust Agreement and all of the terms and conditions thereof, including but not limited to provisions relating to the exercise of remedies, shall be incorporated herein by reference.


 
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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.

3.
MISCELLANEOUS
3.1    Successors and Assigns. All the terms, provisions, conditions and covenants herein contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee and their respective successors, assigns and transferees.
3.2    Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such laws, without invalidating the remaining provisions hereof; and any such prohibition in any jurisdiction shall not invalidate such provisions in any other jurisdiction.
3.2    Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS.
3.4    Further Assurances. At any time and from time to time, upon the request of the Security Trustee, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents as the Security Trustee may reasonably deem desirable in obtaining the full benefits of security interests and assignments created or intended to be created hereby and of the rights and powers granted herein and in the Security Trust Agreement.
3.5    Notices. All notices, requests, demands or other communications required hereunder or given pursuant hereto shall be in writing unless otherwise expressly provided to the following specified address or to such other address as either party may from time to time hereafter designate to the other party in writing:
If to the Grantor:
[__________]
Telephone:
Facsimile:
Attention:

If to the Security Trustee:
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention:
ABS Client Service – WES20A
Facsimile:
(714) 247-6478
E-mail: ronaldo.r.reyes@db.com



 
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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.

3.6    Owner Trustee. [__________] is entering into this Agreement solely in its capacity as Owner Trustee under the Trust Agreement and not in its individual capacity, except as expressly set forth herein. Accordingly, each of the representations, warranties, undertakings and agreements herein made on the part of [__________], is made and intended not as a personal representation, warranty, undertaking or agreement by or for the purpose or with the intention of binding [__________] personally, but is made solely in its capacity as Owner Trustee. This Agreement is executed and delivered by [__________] solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be enforceable against [__________] or any successor in trust on account of any action taken or omitted to be taken or any representation, warranty, undertaking or agreement hereunder of [__________], either expressed or implied, all such personal liability, if any, being expressly waived by the parties hereto, except that the parties hereto, or any Person acting by, through or under them, making a claim hereunder, may look to the Trust Estate for satisfaction of the same and [__________] or its successor in trust, as applicable, shall be personally liable for its own gross negligence or willful misconduct in the performance of its duties as Owner Trustee or otherwise.
3.7
Security Trustee.
The Security Trustee shall be afforded all of the rights, protections, immunities and indemnities set forth in the Security Trust Agreement as if such rights, protections, immunities and indemnities were specifically set forth herein.
3.8
Execution in Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.
[Remainder of page intentionally left blank]


 
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IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly authorized, caused this Mortgage and Security Agreement to be executed as of the day and year first above written and to be delivered in the State of New York.
GRANTOR:
[__________], not in its individual capacity but solely as Owner Trustee
By:
____________________________________
Name:
Title:

SECURITY TRUSTEE:
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as Security Trustee
By:
____________________________________
Name:
Title:
By:
____________________________________
Name:
Title:


 
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APPENDIX A
MORTGAGE AND SECURITY AGREEMENT
DEFINITIONS
For all purposes of this Agreement, all capitalized terms used, but not defined, in this Agreement shall have the respective meanings assigned to such terms in (or by reference in) the Security Trust Agreement, and the following terms have the meanings indicated below:
Agreement” has the meaning specified in the recital of parties to this Agreement.
Asset” has the meaning specified in the recitals to this Agreement.
[“Airframe” has the meaning assigned to such term in Schedule 1 attached hereto.]
Asset Related Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.
Beneficial Interest Certificates” has the meaning specified in the Indenture.
Closing Date” means March 3, 2020.
Deutsche Bank” has the meaning specified in the recital of parties to this Agreement.
Engine[s]” has the meaning assigned to such term in Schedule 1 attached hereto.
Excluded Payments” means payments in respect of (i) indemnities (including interest thereon, if applicable) payable (directly or indirectly) by a Lessee to an indemnitee (other than to a Grantor for its own account) pursuant to a Lease and (ii) proceeds of public liability insurance in respect of the Assets payable, directly or indirectly, as a result of insurance claims paid, or losses suffered, by a Person (other than a Grantor for its own account) and including, for the avoidance of doubt, the Lessee.
Grantor” has the meaning specified in the recital of parties to this Agreement.
Indenture” has the meaning specified in the recitals to this Agreement.
Issuer” has the meaning specified in the recitals to this Agreement.
Issuer Group Member” means the Issuer or any Issuer Subsidiary.
Issuer Subsidiary” means either or both, as the context may require, of (i) each Subsidiary of the Issuer existing on the Closing Date and listed on Schedule 2 to the Indenture, and (ii) each other direct or indirect Subsidiary of the Issuer.
Lease” means, with respect to any Portfolio Asset, any lease agreement (including, without limitation, any future aircraft lease agreement), conditional sale agreement, hire purchase agreement


 
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or other similar arrangement, as may be in effect between an Issuer Group Member that owns or leases-in such Portfolio Asset (as Lessor) and a Person that is not an Issuer Group Member (as Lessee), as such agreement or arrangement may be amended, modified, extended, supplemented, assigned or novated from time to time in accordance with the Related Documents; provided that if, under any sub‑leasing arrangement with respect to a Portfolio Asset permitted by the Lease of such Portfolio Asset and executed by the Lessee and a sub-lessee, the Lessor of such Portfolio Asset agrees to receive payments or collateral directly from, or is to make payments directly to, such sub‑lessee, in any such case to the exclusion of the related Lessee, then the relevant sub‑lease shall constitute the “Lease” of such Portfolio Asset, and the sub‑lessee shall constitute the related “Lessee” with respect to such Portfolio Asset, but only to the extent of the provisions of such sub‑lease agreement relevant to such payments and collateral and to the extent agreed by the relevant Lessor.
Lessee” means the Lessee under a Lease.
Lessor” means the Lessor under a Lease.
Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or security interest, including without limitation any prospective contract of sale or other prospective international interest.
Notes” means any one of the notes issued pursuant to the Indenture.
Mortgage Collateral” has the meaning specified in Section 1 of this Agreement.
Mortgage Supplement” has the meaning specified in Section 1 of this Agreement.
Obligor” means, with respect to a Grantor, each Lessee or any other Person obligated at any time to make any payment under a Lease to such Grantor for any reason.
Part” means any and all parts, avionics, attachments, accessions, appurtenances, furnishings, components, appliances, accessories, instruments and other equipment installed in, or attached to (or constituting a spare for any such item installed in or attached to) the Asset.
Person” means any natural person, firm, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any political subdivision thereof or any other legal entity, including public bodies.
Portfolio Asset” means any “Asset” as defined in the Indenture.
Related Documents” has the meaning specified in the Indenture.
Secured Obligations” means, inter alia, all obligations owed to the Secured Parties by each Issuer Group Member and by each Obligor, as more particularly defined and described in the Security Trust Agreement.
Secured Party” has the meaning specified in the Security Trust Agreement.


 
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Security Trust Agreement” has the meaning specified in the preliminary statements to this Agreement and is attached hereto as Schedule 2.
Security Trustee” has the meaning specified in the recital of parties to this Agreement.
Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.
Trust Agreement” means the Amended and Restated Trust Agreement No. [_], dated as of [__________], between the Grantor and [__] (as successor to _____________).
Trust Estate” has the meaning specified in the Trust Agreement.
Trustee” means Deutsche Bank, in its capacity as trustee under the Indenture.


 
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SCHEDULE 1
MORTGAGE AND SECURITY AGREEMENT
MORTGAGE COLLATERAL
[“Airframe” means one (1) [__________] model [__________] aircraft bearing manufacturer’s serial number [_____].]
Engine[s]” means [one (1)][two (2)] [__________] model [__________] aircraft engines bearing manufacturer’s serial number[s] [_____] [and [_____] respectively].



 
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SCHEDULE 2
MORTGAGE AND SECURITY AGREEMENT
SECURITY TRUST AGREEMENT


(INTENTIONALLY OMITTED AS CONTAINING CONFIDENTIAL INFORMATION)




 
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Exhibit D-2
SECURITY TRUST AGREEMENT
FORM OF ASSET MORTGAGE AND LEASE SECURITY ASSIGNMENT

MORTGAGE AND SECURITY AGREEMENT NO. [_]
MORTGAGE AND SECURITY AGREEMENT NO. [_] (the “Agreement”) dated as of ______________, 20__ between [__________] (“[__________]”), not in its individual capacity, but solely as Owner Trustee (the “Grantor”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“Deutsche Bank”), as security trustee (in such capacity, the “Security Trustee”). Capitalized terms used and not defined herein are used as defined in Appendix A hereto.
W I T N E S S E T H:
WHEREAS, Willis Engine Structured Trust V, a Delaware statutory trust (the “Issuer”), Deutsche Bank, as Trustee, and certain other parties have entered into the Amended and Restated Trust Indenture, dated as of March 3, 2020 (as amended, supplemented or otherwise modified, the “Indenture”);
WHEREAS, the Issuer, the Security Trustee, the Grantor and certain other Issuer Subsidiaries have entered into the Amended and Restated Security Trust Agreement, dated as of March 3, 2020 (as amended, supplemented or otherwise modified, the “Security Trust Agreement”), in order to secure, among other things, the payment of the Notes and the Beneficial Interest Certificates issued by the Issuer and the payment and performance of all Secured Obligations;
WHEREAS, the Grantor has agreed to secure the Secured Obligations under the Notes, the Beneficial Interest Certificates and the other Related Documents by granting to the Security Trustee for the benefit of the Secured Parties a Lien on its interest in the [Airframe and the] Engine[s] described in Schedule 1 hereto ([collectively, ]the “Asset”) and on certain other property and rights relating thereto; and
WHEREAS, the Grantor will derive substantial direct and indirect benefit from the proceeds of the Notes and the Beneficial Interest Certificates and from the execution, delivery and performance of the Related Documents, whether or not the Grantor is a party thereto.
NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Related Documents and (b) secure the prompt payment and performance of all the Secured Obligations, the Grantor and the Security Trustee hereby agree as follows:
1.
SECURITY INTEREST. The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security interest to the Security Trustee, for its benefit and the benefit of the Secured Parties, subject to no prior interests of any Person whatsoever except for a lessee under any Lease of the Asset, in all of such Grantor’s right, title and interest in and to the following collateral, whether now existing or hereafter created


 
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or acquired (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement:
(a)    the Asset;
(b)
all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Asset [or on any component Engine thereof] or may be installed in any other aircraft or aircraft engine;
(c)
the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset or any Assigned Lease, any lease assignments, novations or assumption agreements, relating to the Asset or any Assigned Lease, any acceptance certificate, and/or bill of sale relating to the Asset or any Assigned Lease, any guaranties, letters of credit or other credit support or collateral security relating to the Asset or any Assigned Lease, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”);
(d)
all proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition due to the Grantor with respect to, any of the equipment described in clauses (a), (b) and (c) above;
(e)
the Initial Lease and each other Lease of the Asset, whether or not owned by the Grantor, under which the Grantor is or may from time to time be the Lessor, together with any and all Asset Related Documents relating to such Initial Lease and each other Lease (any such Initial Lease and other Leases and Asset Related Documents being referred to individually as an “Assigned Lease” and collectively as the “Assigned Leases”), including without limitation, (A) all rights of the Grantor to all Lease Payments, however denominated, under such Assigned Leases, (B) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty pursuant to or with respect to such Assigned Leases, (C) claims of the Grantor for damages arising out of or for breach or default under such Assigned Leases, (D) all rights of the Grantor to receive and any and all rights to amend, waive, modify and give notices, approvals and consents under such Assigned Leases, (E) all rights of the Grantor under any such Assigned Lease with respect to any sublease of any such Asset, (F) all rights of the Grantor to terminate any such Assigned Lease, whether arising under such Assigned Lease or by statute or at law or in equity, (G) all rights of the Grantor to possession of any Asset under an Assigned Lease and (H) all other rights and property of the Grantor included therein together with all payments, including without limitation all rent, damages, expenses, indemnities and


 
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other amounts due to the Grantor (or any Person claiming by, through or under the Grantor) thereunder;
(f)
all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Related Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and
(g)
all proceeds, howsoever arising, of the foregoing.
BUT EXCLUDING, HOWEVER, the Excluded Payments.
TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and assigns, as security for the Secured Obligations.
2.
INCORPORATION BY REFERENCE. The security interest in the Mortgage Collateral created under this Agreement is granted in accordance with the Security Trust Agreement and all of the terms and conditions thereof, including but not limited to provisions relating to the exercise of remedies, shall be incorporated herein by reference.
3.
MISCELLANEOUS
3.1    Successors and Assigns. All the terms, provisions, conditions and covenants herein contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee and their respective successors, assigns and transferees.
3.2    Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such laws, without invalidating the remaining provisions hereof; and any such prohibition in any jurisdiction shall not invalidate such provisions in any other jurisdiction.
3.2    Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS.
3.4    Further Assurances. At any time and from time to time, upon the request of the Security Trustee, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents as the Security Trustee may reasonably deem desirable in obtaining the full benefits of security interests and assignments created or intended to be created hereby and of the rights and powers granted herein and in the Security Trust Agreement.
3.5    Notices. All notices, requests, demands or other communications required hereunder or given pursuant hereto shall be in writing unless otherwise expressly provided to the following


 
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specified address or to such other address as either party may from time to time hereafter designate to the other party in writing:
If to the Grantor:
[__________]
Telephone:
Facsimile:
Attention:

If to the Security Trustee:
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention:
ABS Client Service – WES20A
Facsimile:
(714) 247-6478
E-mail: ronaldo.r.reyes@db.com

3.6    Owner Trustee. [__________] is entering into this Agreement solely in its capacity as Owner Trustee under the Trust Agreement and not in its individual capacity, except as expressly set forth herein. Accordingly, each of the representations, warranties, undertakings and agreements herein made on the part of [__________], is made and intended not as a personal representation, warranty, undertaking or agreement by or for the purpose or with the intention of binding [__________] personally, but is made solely in its capacity as Owner Trustee. This Agreement is executed and delivered by [__________] solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be enforceable against [__________] or any successor in trust on account of any action taken or omitted to be taken or any representation, warranty, undertaking or agreement hereunder of [__________], either expressed or implied, all such personal liability, if any, being expressly waived by the parties hereto, except that the parties hereto, or any Person acting by, through or under them, making a claim hereunder, may look to the Trust Estate for satisfaction of the same and [__________] or its successor in trust, as applicable, shall be personally liable for its own gross negligence or willful misconduct in the performance of its duties as Owner Trustee or otherwise.
3.7
Security Trustee.
The Security Trustee shall be afforded all of the rights, protections, immunities and indemnities set forth in the Security Trust Agreement as if such rights, protections, immunities and indemnities were specifically set forth herein.
3.8
Execution in Counterparts.


 
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This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.
[Remainder of page intentionally left blank]


 
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IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly authorized, caused this Mortgage and Security Agreement to be executed as of the day and year first above written and to be delivered in the State of New York.
GRANTOR:
[__________], not in its individual capacity but solely as Owner Trustee
By:
____________________________________
Name:
Title:

SECURITY TRUSTEE:
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as Security Trustee
By:
____________________________________
Name:
Title:
By:
____________________________________
Name:
Title:


 
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APPENDIX A
MORTGAGE AND SECURITY AGREEMENT
DEFINITIONS
For all purposes of this Agreement, all capitalized terms used, but not defined, in this Agreement shall have the respective meanings assigned to such terms in (or by reference in) the Security Trust Agreement, and the following terms have the meanings indicated below:
Agreement” has the meaning specified in the recital of parties to this Agreement.
Asset” has the meaning specified in the recitals to this Agreement.
[“Airframe” has the meaning assigned to such term in Schedule 1 attached hereto.]
Asset Related Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.
Assigned Lease” has the meaning assigned to such term in Section 1(e) of this Agreement.
Beneficial Interest Certificates” has the meaning specified in the Indenture.
Closing Date” means [__], 2018.
Deutsche Bank” has the meaning specified in the recital of parties to this Agreement.
Engine[s]” has the meaning assigned to such term in Schedule 1 attached hereto.
Excluded Payments” means payments in respect of (i) indemnities (including interest thereon, if applicable) payable (directly or indirectly) by a Lessee to an indemnitee (other than to a Grantor for its own account) pursuant to a Lease and (ii) proceeds of public liability insurance in respect of the Assets payable, directly or indirectly, as a result of insurance claims paid, or losses suffered, by a Person (other than a Grantor for its own account) and including, for the avoidance of doubt, the Lessee.
Grantor” has the meaning specified in the recital of parties to this Agreement.
Indenture” has the meaning specified in the recitals to this Agreement.
Initial Lease” has the meaning assigned to such term in Schedule 1 attached hereto.
Issuer” has the meaning specified in the recitals to this Agreement.
Issuer Group Member” means the Issuer or any Issuer Subsidiary.


 
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Issuer Subsidiary” means either or both, as the context may require, of (i) each Subsidiary of the Issuer existing on the Closing Date and listed on Schedule 2 to the Indenture, and (ii) each other direct or indirect Subsidiary of the Issuer.
Lease” means, with respect to any Portfolio Asset, any lease agreement (including, without limitation, any future aircraft or engine lease agreement), conditional sale agreement, hire purchase agreement or other similar arrangement, as may be in effect between an Issuer Group Member that owns or leases-in such Portfolio Asset (as Lessor) and a Person that is not an Issuer Group Member (as Lessee), as such agreement or arrangement may be amended, modified, extended, supplemented, assigned or novated from time to time in accordance with the Related Documents; provided that if, under any sub‑leasing arrangement with respect to a Portfolio Asset permitted by the Lease of such Portfolio Asset and executed by the Lessee and a sub-lessee, the Lessor of such Portfolio Asset agrees to receive payments or collateral directly from, or is to make payments directly to, such sub‑lessee, in any such case to the exclusion of the related Lessee, then the relevant sub‑lease shall constitute the “Lease” of such Portfolio Asset, and the sub‑lessee shall constitute the related “Lessee” with respect to such Portfolio Asset, but only to the extent of the provisions of such sub‑lease agreement relevant to such payments and collateral and to the extent agreed by the relevant Lessor.
Lease Payments” means all lease payments and other amounts payable by or on behalf of a Lessee under a Lease, and all rights of Grantor to receive moneys due and to become due under or pursuant to such Lease, including, without limitation, Rent Payments, Utilization Rents and Security Deposits.
Lessee” means the Lessee under a Lease.
Lessor” means the Lessor under a Lease.
Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or security interest, including without limitation any prospective contract of sale or other prospective international interest.
Notes” means any one of the notes issued pursuant to the Indenture.
Mortgage Collateral” has the meaning specified in Section 1 of this Agreement.
Mortgage Supplement” has the meaning specified in Section 1 of this Agreement.
Obligor” means, with respect to a Grantor, each Lessee or any other Person obligated at any time to make any Lease Payments to such Grantor for any reason.
Part” means any and all parts, avionics, attachments, accessions, appurtenances, furnishings, components, appliances, accessories, instruments and other equipment installed in, or attached to (or constituting a spare for any such item installed in or attached to) the Asset.
Person” means any natural person, firm, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any political subdivision thereof or any other legal entity, including public bodies.


 
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Portfolio Asset” means any “Asset” as defined in the Indenture, including, for the avoidance of doubt, the Asset.
Related Documents” has the meaning specified in the Indenture.
Rent Payments” means all payments of basic rent under a Lease that are payable in respect of periods specified under such Lease.
Secured Obligations” means, inter alia, all obligations owed to the Secured Parties by each Issuer Group Member and by each Obligor, as more particularly defined and described in the Security Trust Agreement.
Secured Party” has the meaning specified in the Security Trust Agreement.
Security Deposits” means any cash deposits and other collateral provided by, or on behalf of, a Lessee to secure the obligations of such Lessee under a Lease.
Security Trust Agreement” has the meaning specified in the preliminary statements to this Agreement and is attached hereto as Schedule 2.
Security Trustee” has the meaning specified in the recital of parties to this Agreement.
Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.
Trust Agreement” means the Amended and Restated Trust Agreement No. [_], dated as of [__________], between the Grantor and [__] (as successor to _____________).
Trust Estate” has the meaning specified in the Trust Agreement.
Trustee” means Deutsche Bank, in its capacity as trustee under the Indenture.
Utilization Rent” means any payment (including any use payment) under a Lease that is based on the usage of the Portfolio Asset subject to such Lease or which is based on, or in respect of which, the Lessor under a Lease may be obligated to reimburse the Lessee under such Lease for specified maintenance activities with respect to such Portfolio Asset.


 
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SCHEDULE 1
MORTGAGE AND SECURITY AGREEMENT
MORTGAGE COLLATERAL
[“Airframe” means one (1) [__________] model [__________] aircraft bearing manufacturer’s serial number [_____].]
Engine[s]” means [one (1)][two (2)] [__________] model [__________] aircraft engines bearing manufacturer’s serial number[s] [_____] [and [_____] respectively].
Initial Lease” means [__________].


 
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SCHEDULE 2
MORTGAGE AND SECURITY AGREEMENT
SECURITY TRUST AGREEMENT


(INTENTIONALLY OMITTED AS CONTAINING CONFIDENTIAL INFORMATION)



 
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Exhibit D-3
SECURITY TRUST AGREEMENT
FORM OF LEASE SECURITY ASSIGNMENT
LEASE SECURITY ASSIGNMENT NO. [_]
LEASE SECURITY ASSIGNMENT NO. [_] (the “Agreement”) dated as of ______________, 20__ between [__________] (“[__________]”)[, not in its individual capacity, but solely as Owner Trustee] (the “Grantor”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“Deutsche Bank”), as security trustee (in such capacity, the “Security Trustee”). Capitalized terms used and not defined herein are used as defined in in the Security Trust Agreement (as defined below), including those incorporated therein by reference to another document.
W I T N E S S E T H:
WHEREAS, Willis Engine Structured Trust V, a Delaware statutory trust (the “Issuer”), Deutsche Bank, as Trustee, and certain other parties have entered into the Amended and Restated Trust Indenture, dated as of March 3, 2020 (as amended, supplemented or otherwise modified, the “Indenture”);
WHEREAS, the Issuer, the Security Trustee, the Grantor and certain other Issuer Subsidiaries have entered into the Amended and Restated Security Trust Agreement, dated as of March 3, 2020 (as amended, supplemented or otherwise modified, the “Security Trust Agreement”), in order to secure, among other things, the payment of the Notes and the Beneficial Interest Certificates issued by the Issuer and the payment and performance of all Secured Obligations;
WHEREAS, the Grantor has agreed to secure the Secured Obligations under the Notes, the Beneficial Interest Certificates and the other Related Documents by granting to the Security Trustee for the benefit of the Secured Parties a Lien on its interest in any Assigned Lease and on certain other property and rights relating thereto; and
WHEREAS, the Grantor will derive substantial direct and indirect benefit from the proceeds of the Notes and the Beneficial Interest Certificates and from the execution, delivery and performance of the Related Documents, whether or not the Grantor is a party thereto.
NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Related Documents and (b) secure the prompt payment and performance of all the Secured Obligations, the Grantor and the Security Trustee hereby agree as follows:
1.
LEASE SECURITY ASSIGNMENT.    The Grantor hereby bargains, sells, transfers and conveys to the Security Trustee, for the benefit of the Secured Parties, and grants to the Security Trustee for the benefit of the Secured Parties, a first priority security interest in and to the Assigned Lease, and all amendments, supplements, schedules, receipts and acceptance certificates executed or delivered pursuant thereto, together with all of the Grantor’s rights as lessor thereunder including without limitation: (a) all rights, if any, under § 1110 of the


 
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Bankruptcy Code of the United States or any statute of similar import (whether of the United States or any other jurisdiction and whether now in effect or hereinafter enacted); (b) all rights to receive payment of insurance proceeds and payments with respect to any manufacturer’s warranty, in each case payable with respect to the aircraft, the aircraft engines or other property which is the subject of the Assigned Lease; and (c) upon the occurrence of an Event of Default to demand, collect, receive and retain all rent and other sums which become payable under or in connection with the Assigned Lease, but excluding in each case any Excluded Payments.
2.
INCORPORATION BY REFERENCE. The security interest in the Assigned Lease created under this Agreement is granted in accordance with the Security Trust Agreement and all of the terms and conditions thereof, including but not limited to provisions relating to the exercise of remedies, shall be incorporated herein by reference.
3.
REPRESENTATIONS AND WARRANTIES. The Grantor represents and warrants that:
(f)
the Assigned Lease is in full force and effect;
(b)
there has occurred no event under the Assigned Lease which constitutes a default or event of default thereunder or which with the giving of notice or lapse of time or both would constitute a default thereunder;
(c)
no rent or other sum payable under the Assigned Lease has been prepaid;
(d)
the Assigned Lease is the entire agreement of lease with respect to the aircraft, aircraft engines and other property which are the subject thereof, and the Assigned Lease has not been amended, supplemented, or modified nor has any provision thereof been waived by either party thereto;
(e)
by this assignment, the Security Trustee assumes none of the obligations of the lessor under the Assigned Lease and lessor shall remain solely responsible for the performance of each and every term and provision of the Assigned Lease on its part to be performed; and
(f)
upon the occurrence and continuation of an Event of Default and in addition to any other rights and remedies provided in the Indenture or arising by operation of law, the Security Trustee may send notice to the lessee under the Assigned Lease demanding that such lessee perform all obligations required to be performed thereunder including, but not limited to, the obligation to pay all rent and other sums which may thereafter become payable under the Assigned Lease, solely to and for the benefit of the Security Trustee to the exclusion of Grantor and any other party who may claim entitlement to the payment thereof.


 
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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.

4.
MISCELLANEOUS
4.1    Successors and Assigns. All the terms, provisions, conditions and covenants herein contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee and their respective successors, assigns and transferees.
4.2    Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such laws, without invalidating the remaining provisions hereof; and any such prohibition in any jurisdiction shall not invalidate such provisions in any other jurisdiction.
4.2    Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS.
4.4    Further Assurances. At any time and from time to time, upon the request of the Security Trustee, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents as the Security Trustee may reasonably deem desirable in obtaining the full benefits of security interests and assignments created or intended to be created hereby and of the rights and powers granted herein and in the Security Trust Agreement.
4.5    Notices. All notices, requests, demands or other communications required hereunder or given pursuant hereto shall be in writing unless otherwise expressly provided to the following specified address or to such other address as either party may from time to time hereafter designate to the other party in writing:
If to the Grantor:
[__________]
Telephone:
Facsimile:
Attention:

If to the Security Trustee:
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place
Santa Ana, CA 92705
USA
Attention:
ABS Client Service – WES20A
Facsimile:
(714) 247-6478
E-mail: ronaldo.r.reyes@db.com



 
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[4.6    Owner Trustee. [__________] is entering into this Agreement solely in its capacity as Owner Trustee under the Amended and Restated Trust Agreement No. [_], dated as of [__________], between the Grantor and [__________] (as successor to ________________) (the “Trust Agreement”) and not in its individual capacity, except as expressly set forth herein. Accordingly, each of the representations, warranties, undertakings and agreements herein made on the part of [__________], is made and intended not as a personal representation, warranty, undertaking or agreement by or for the purpose or with the intention of binding [__________] personally, but is made solely in its capacity as Owner Trustee. This Agreement is executed and delivered by [__________] solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be enforceable against [__________] or any successor in trust on account of any action taken or omitted to be taken or any representation, warranty, undertaking or agreement hereunder of [__________], either expressed or implied, all such personal liability, if any, being expressly waived by the parties hereto, except that the parties hereto, or any Person acting by, through or under them, making a claim hereunder, may look to the Trust Estate (as defined in the Trust Agreement) for satisfaction of the same and [__________] or its successor in trust, as applicable, shall be personally liable for its own gross negligence or willful misconduct in the performance of its duties as Owner Trustee or otherwise.]
4.7
Security Trustee.
The Security Trustee shall be afforded all of the rights, protections, immunities and indemnities set forth in the Security Trust Agreement as if such rights, protections, immunities and indemnities were specifically set forth herein.
4.8
Execution in Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.
[Remainder of page intentionally left blank]


 
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IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly authorized, caused this Mortgage and Security Agreement to be executed as of the day and year first above written and to be delivered in the State of New York.
GRANTOR:
[__________][, not in its individual capacity but solely as Owner Trustee]
By:
____________________________________
Name:
Title:

SECURITY TRUSTEE:
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as Security Trustee
By:
____________________________________
Name:
Title:
By:
____________________________________
Name:
Title:



 
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APPENDIX A
LEASE SECURITY ASSIGNMENT
DEFINITIONS
For all purposes of this Agreement, all capitalized terms used, but not defined, in this Agreement shall have the respective meanings assigned to such terms in (or by reference in) the Security Trust Agreement, and the following terms have the meanings indicated below:
Asset Related Documents” means the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to a Portfolio Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to any Assigned Lease, any lease assignments, novations or assumption agreements, relating to any Assigned Lease, any acceptance certificate relating to any Assigned Lease, any guaranties, letters of credit or other credit support or collateral security relating to any Assigned Lease, and any other certificate, instrument or agreement relating to any Assigned Lease.
Assigned Lease” means each Initial Lease and each other Lease of a Portfolio Asset, whether or not owned by the Grantor, under which the Grantor is or may from time to time be the Lessor, together with any and all Asset Related Documents relating to such Lease.
Closing Date” means March 3, 2020.
Excluded Payments” means payments in respect of (i) indemnities (including interest thereon, if applicable) payable (directly or indirectly) by a Lessee to an indemnitee (other than to a Grantor for its own account) pursuant to a Lease and (ii) proceeds of public liability insurance in respect of the Assets payable, directly or indirectly, as a result of insurance claims paid, or losses suffered, by a Person (other than a Grantor for its own account) and including, for the avoidance of doubt, the Lessee.
Initial Lease” has the meaning assigned to such term in Schedule 1 attached hereto.
Issuer Group Member” means the Issuer or any Issuer Subsidiary.
Issuer Subsidiary” means either or both, as the context may require, of (i) each Subsidiary of the Issuer existing on the Closing Date and listed on Schedule 2 to the Indenture, and (ii) each other direct or indirect Subsidiary of the Issuer.
Lease” means, with respect to any Portfolio Asset, any lease agreement (including, without limitation, any future aircraft or engine lease agreement), conditional sale agreement, hire purchase agreement or other similar arrangement, as may be in effect between an Issuer Group Member that owns or leases-in such Portfolio Asset (as Lessor) and a Person that is not an Issuer Group Member (as Lessee), as such agreement or arrangement may be amended, modified, extended, supplemented, assigned or novated from time to time in accordance with the Related Documents; provided that if,


 
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under any sub‑leasing arrangement with respect to a Portfolio Asset permitted by the Lease of such Portfolio Asset and executed by the Lessee and a sub-lessee, the Lessor of such Portfolio Asset agrees to receive payments or collateral directly from, or is to make payments directly to, such sub‑lessee, in any such case to the exclusion of the related Lessee, then the relevant sub‑lease shall constitute the “Lease” of such Portfolio Asset, and the sub‑lessee shall constitute the related “Lessee” with respect to such Portfolio Asset, but only to the extent of the provisions of such sub‑lease agreement relevant to such payments and collateral and to the extent agreed by the relevant Lessor.
Lease Payments” means all lease payments and other amounts payable by or on behalf of a Lessee under a Lease, and all rights of Grantor to receive moneys due and to become due under or pursuant to such Lease, including, without limitation, Rent Payments, Utilization Rents and Security Deposits.
Lessee” means the Lessee under a Lease.
Lessor” means the Lessor under a Lease.
Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or security interest, including without limitation any prospective contract of sale or other prospective international interest.
Notes” means any one of the notes issued pursuant to the Indenture.
Obligor” means, with respect to a Grantor, each Lessee or any other Person obligated at any time to make any Lease Payments to such Grantor for any reason.
Person” means any natural person, firm, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any political subdivision thereof or any other legal entity, including public bodies.
Portfolio Asset” means any “Asset” as defined in the Indenture, including, for the avoidance of doubt, the Asset.
Related Documents” has the meaning specified in the Indenture.
Rent Payments” means all payments of basic rent under a Lease that are payable in respect of periods specified under such Lease.
Secured Obligations” means, inter alia, all obligations owed to the Secured Parties by each Issuer Group Member and by each Obligor, as more particularly defined and described in the Security Trust Agreement.
Secured Party” has the meaning specified in the Security Trust Agreement.
Security Deposits” means any cash deposits and other collateral provided by, or on behalf of, a Lessee to secure the obligations of such Lessee under a Lease.


 
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Security Trust Agreement” has the meaning specified in the preliminary statements to this Agreement and is attached hereto as Schedule 2.
Security Trustee” has the meaning specified in the recital of parties to this Agreement.
Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.
Trustee” means Deutsche Bank, in its capacity as trustee under the Indenture.
Utilization Rent” means any payment (including any use payment) under a Lease that is based on the usage of the Portfolio Asset subject to such Lease or which is based on, or in respect of which, the Lessor under a Lease may be obligated to reimburse the Lessee under such Lease for specified maintenance activities with respect to such Portfolio Asset.


 
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SCHEDULE 1
LEASE SECURITY ASSIGNMENT
DESCRIPTION OF INITIAL LEASE



 
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SCHEDULE 2
LEASE SECURITY ASSIGNMENT
SECURITY TRUST AGREEMENT


(INTENTIONALLY OMITTED AS CONTAINING CONFIDENTIAL INFORMATION)



 
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Exhibit E
SECURITY TRUST AGREEMENT
FORM OF FAA OPINION



 
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EXECUTION VERSION


Dated as of March 3, 2020

WILLIS LEASE FINANCE CORPORATION,
as Purchaser,

WEST ENGINE ACQUISITION LLC,
as a Transferor

and

WILLIS ENGINE STRUCTURED TRUST V
as a Transferor



EXCLUDED PROPERTY PURCHASE AGREEEMENT





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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.
EXECUTION VERSION


 
 
 
 
Page
Section 1. Definitions
1

 
Section 1.1
 
Definitions
1

 
Section 1.2
 
Other Definitional and Interpretative Provisions
5

Section 2. Sale and Purchase
6

 
Section 2.1
 
Agreement to Sell and Purchase
6

 
Section 2.2
 
Transfer Mechanics and Deliverables
6

 
Section 2.3
 
DISCLAIMER
6

 
Section 2.4
 
Transfer Absolute and Irrevocable
7

 
Section 2.5
 
Nature of the Agreement
7

Section 3. Representations and Warranties of each Transferor
7

 
Section 3.1
 
Corporate Existence and Power
7

 
Section 3.2
 
Corporate Authorization
8

 
Section 3.3
 
Governmental Authorization
8

 
Section 3.4
 
Non-contravention
8

 
Section 3.5
 
Litigation
9

 
Section 3.6
 
Finders’ Fees
9

 
Section 3.7
 
Choice of Law; Jurisdiction; Service of Process
9

 
Section 3.8
 
Bankruptcy; Insolvency; Examinership
9

 
Section 3.9
 
Transfers
9

 
Section 3.10
 
Title
9

Section 4. Representations and Warranties of Purchaser
9

 
Section 4.1
 
Corporate Existence and Power
9

 
Section 4.2
 
Corporate Authorization
10

 
Section 4.3
 
Governmental Authorization
10

 
Section 4.4
 
Non-contravention
10

 
Section 4.5
 
Litigation
10

 
Section 4.6
 
Choice of Law; Jurisdiction; Service of Process
11

 
Section 4.7
 
Bankruptcy; Insolvency; Examinership
11

Section 5. Covenants of the Parties
11

 
Section 5.1
 
Further Assurances
11

 
Section 5.2
 
Certain Filings
11

 
Section 5.3
 
Notices of Certain Events
11

 
Section 5.4
 
Transfer Taxes
12

 
Section 5.5
 
Forced Sale
12

 
Section 5.6
 
Gross Up
12

Section 6. Conditions Precedent
12

 
Section 6.1
 
Conditions to Transfer
12

 
Section 6.2
 
Conditions to Obligation of Purchaser
13

 
Section 6.3
 
Conditions to Obligation of Transferor
13

 
Section 6.4
 
Waiver of Conditions Precedent
14



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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.
EXECUTION VERSION

Section 7. Indemnification
14

 
Section 7.1
 
Indemnification
14

 
Section 7.2
 
Procedures
14

 
Section 7.3
 
Calculation of Losses
15

 
Section 7.4
 
Assignment of Claims
16

 
Section 7.5
 
Exclusivity
16

 
Section 7.6
 
No Consequential Damages
16

Section 8. Miscellaneous
16

 
Section 8.1
 
Notices
16

 
Section 8.2
 
Amendments and Waivers
17

 
Section 8.3
 
Successors and Assigns
17

 
Section 8.4
 
Governing Law
18

 
Section 8.5
 
Jurisdiction
18

 
Section 8.6
 
Counterparts; Effectiveness; Third-Party Beneficiaries
18

 
Section 8.7
 
Entire Agreement
19

 
Section 8.8
 
Severability
19

 
Section 8.9
 
Purchaser’s Acknowledgment
19

 
Section 8.10
 
Specific Performance
19

 
Section 8.11
 
Costs and Expenses
19





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[**] = 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.
EXECUTION VERSION

EXCLUDED PROPERTY PURCHASE AGREEMENT dated as of March 3, 2020 (this “Agreement”) is entered into by and among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (“WLFC” and “Purchaser”), WEST ENGINE ACQUSITION LLC, a Delaware limited liability company (“WEST EA”) and WEST ENGINE STRUCTURED TRUST V, a Delaware statutory trust (“WEST” and together with WEST EA, “Transferors”).
WHEREAS, WEST, WLFC, as the administrative agent (the “Administrative Agent”), Deutsche Bank Trust Company Americas, as the trustee (the “Trustee”) and the operating bank (the “Operating Bank”) and Credit Agricole Corporate and Investment Bank, as the initial liquidity facility provider are parties to that certain Trust Indenture, dated as of September 14, 2012 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Original Indenture”), pursuant to which WEST issued certain notes (the “Original Notes”).
WHEREAS, WEST issued all of its beneficial interest certificates to WLFC under the Trust Agreement dated as of July 9, 2012 between WLFC and Wilmington Trust Company, as owner trustee (as amended, supplemented, amended and restated, and otherwise modified prior to the date hereof, the “Original Trust Agreement”) and, upon amendment and restatement of the Original Trust Agreement on the date hereof (the “Second Amended and Restated Trust Agreement”), WLFC shall on the date hereof continue to hold all of the Beneficial Interest Certificates (as defined in the Second Amended and Restated Trust Agreement) issued by WEST.
WHEREAS, pursuant to the Original Indenture and the Related Documents (as defined therein), WEST acquired certain assets, including aircraft engines.
WHEREAS, as of the date hereof, WEST, the Administrative Agent, the Trustee, the Operating Bank, and Bank of America as the initial liquidity facility provider, are amending and restating the Original Indenture (as so amended and restated, and as otherwise amended, supplemented or otherwise modified from time to time, the “Indenture”) in connection with the refinancing of the Original Notes.
WHEREAS, as of the date hereof, (a) WEST holds all of the membership interests in WEST EA and (b) all of the Excluded Property is owned by WEST or WEST EA.
WHEREAS, the parties hereto acknowledge that certain of the Excluded Property as defined in and identified in the Indenture was sold and transferred to Purchaser prior to the Initial Closing Date pursuant to separate agreements.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows:
Section 1. Definitions.
1.1    Definitions. As used in this Agreement (including the background paragraphs), the following terms have the following meanings:


[**] = 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.
EXECUTION VERSION

Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.
Administrative Agent” has the meaning ascribed to such term in the recitals.
Agreed Delivery Location” means such jurisdiction as is mutually agreed by WEST and Purchaser.
Agreement” has the meaning ascribed to such term in the introductory paragraph.
Assignment” means each Beneficial Interest Assignment and the Membership Interest Assignment.
Beneficial Interest Assignment” means a beneficial interest assignment agreement evidencing transfer of the Interest in an Excluded Trust, in form and substance satisfactory to Purchaser and WEST EA.
Claim” has the meaning ascribed to such term in Section 7.2.1.
Excluded Agreements means any lease, sale, consignment, escrow or other agreement in respect of (to the extent it relates to) the Excluded Engines, Excluded Trusts or Excluded Company.
Excluded Company means Facility Engine Acquisition LLC, a Delaware limited liability company.
Excluded Engines means each of the aircraft engines identified on Schedule 1, together will all associated Parts and records.
Excluded Payment means any amount (including any lease payment) received by any Issuer Group Member under or in respect of an Excluded Agreement or any other Excluded Property.
Excluded Property” means (a) any right, title, interest, credit or claim relating to any Excluded Engine or of or related to any Excluded Trust or Excluded Company, or arising under or otherwise relating to any Excluded Agreement, (b) any Excluded Payment or interest thereon (or right, title or interest therein) and (c) any proceeds relating to the foregoing (in each case other than any such amount, if any, that this Agreement expressly provides shall be paid to or retained by an Issuer Group Member).
Excluded Trust means the Interest in each trust identified on Schedule 1.
Forced Sale” has the meaning ascribed to such term in Section 5.5.
Governmental Authority” means any transnational, domestic or foreign, federal, state or local, governmental authority, department, court, agency or official, including any political subdivision of any of the foregoing.
Indemnified Party” has the meaning ascribed to such term in Section 7.2.1.
Indemnifying Party” has the meaning ascribed to such term in Section 7.2.1.


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[**] = 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.
EXECUTION VERSION

Indenture” has the meaning ascribed to such term in the recitals.
Interest” means (a) in respect of the Excluded Company, all limited liability company interest and membership interest in the Excluded Company and (b) in respect of each Excluded Trust, all right, title and interest in to and under each trust agreement listed in Schedule 1, and the trust and trust estate created thereby, of the beneficial owner under each such trust agreement.
Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Applicable Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.
Loss” means all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (including, without limitation, any of the foregoing arising from any Action brought or otherwise initiated by any of them).
Material Adverse Effect” means a material adverse effect on the ability of the applicable Person to perform its material obligations under the Operative Documents.
Membership Interest Assignment” means a membership interest assignment agreement evidencing transfer of the Interest in the Excluded Company, in form and substance satisfactory to Purchaser and WEST.
Nominee” means a Person selected by Purchaser and identified by Purchaser to Transferor, which Person shall acquire an Interest being sold hereby.
Operative Documents” means this Agreement, each Beneficial Interest Assignment, the Membership Interest Assignment and any other document executed and delivered in furtherance of the transfer of the Excluded Property contemplated herein.
Original Indenture” has the meaning ascribed to such term in the recitals.
Original Notes” has the meaning ascribed to such term in the recitals.
Original Trust Agreement” has the meaning ascribed to such term in the recitals.
Part” means any and all parts, avionics, attachments, accessions, appurtenances, furnishings, components, appliances, accessories, instruments and other equipment (other than any engine) installed in, or attached to (or constituting a spare for any such item installed in or attached to) any Excluded Engine.
Permitted Encumbrances” means, collectively, (a) Encumbrances created by any Lease; (b) Encumbrances for Taxes, assessments and similar charges that are not yet due or are being contested in good faith; (c) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Encumbrances arising or incurred in the ordinary course of business or for sums that are not yet due and payable or are being contested in good faith; (d) Encumbrances for airport charges that are


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[**] = 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.
EXECUTION VERSION

not yet due or are being contested in good faith; and (e) with respect to an Excluded Engine or Part thereof, (i) any “Permitted Encumbrances” (or any other phrase with substantially similar meaning) under the terms of the Lease, other than any “Lessor Encumbrance” (or any other phrase with substantially similar meaning) that is a “Permitted Encumbrance” (or any other phrase with substantially similar meaning) under the terms of the Lease, or (ii) any Encumbrance for which the applicable Lessee is responsible or for which the applicable Lessee is to indemnify the lessor under the terms of the applicable Lease.
Potential Contributor” has the meaning ascribed to such term in Section 7.4.
Purchase Date” means the date on which a Transfer occurs.
Purchase Price” means an amount of $[**] which will be paid in cash and/or in the form of a deemed capital contribution from WLFC to WEST (or combination thereof).
Purchaser” has the meaning ascribed to such term in the opening paragraph.
Tax Benefit” means the cash savings that results if any indemnification obligation under this Agreement arises in respect of a loss, a liability or a judgment or other disposition of an administrative or judicial proceeding (including an audit) (each, an “Event”) which, or the payment of which, results in there being allowable to an Indemnified Party, in the reasonable determination of such Indemnified Party, any deduction, amortization, exclusion from income, credit or other allowance that, in the reasonable determination of the Indemnified Party will result in a savings in cash Tax for a taxable year prior to the taxable year in which the Event occurs, for the taxable year in which the Event occurs, or for the two subsequent taxable years, after taking into account any income, gain, recapture or other inclusion in income or reduction in allowance resulting from the indemnification payment due.
Transfer” means the transfer of Interests by execution and delivery of an Assignment.
Transfer Taxes” has the meaning ascribed to such term in Section 5.4.
Transferor” has the meaning ascribed to such term in the opening paragraph.
Transferor Indemnitees” means each Transferor, each party named as an “indemnitee” or similar term under the related Lease) and any of their respective successors and assigns, shareholders, members, partners, Subsidiaries, Affiliates, directors, servants, agents, and employees.
Transferor Party” means each Transferor, each of their Affiliates, each of their respective successors and assigns, shareholders, members, partners, Subsidiaries, Affiliates, directors, servants, agents, and employees.
Trustee” has the meaning ascribed to such term in the recitals.
WEST” has the meaning ascribed to such term in the opening paragraph.
WEST EA” has the meaning ascribed to such term in the opening paragraph.


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[**] = 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.
EXECUTION VERSION

WEST Interests” means the Interests in the Excluded Company.
WEST EA Interests” means the Interests in each Excluded Trust identified on Schedule 1 as being owned by WEST EA as of the date hereof.
1.2    Other Definitional and Interpretative Provisions.
1.2.1    The words hereof, herein and hereunder and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
1.2.2    The captions in this Agreement are included for convenience of reference only and shall be ignored in the construction or interpretation of this Agreement.
1.2.3    References to Sections are to Sections of this Agreement unless otherwise specified.
1.2.4    Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Indenture.
1.2.5    Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular unless the context otherwise requires or otherwise expressly stated.
1.2.6    Writing, written and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
1.2.7    References to any document, agreement or contract are to that document, agreement or contract as amended, modified or supplemented from time to time in accordance with its terms.
1.2.8    Any reference in this Agreement to any Applicable Law shall be to such Applicable Law, as amended from time to time, and to the rules and regulations promulgated under such Applicable Law it being confirmed, for the avoidance of doubt, that any reference to any Applicable Law in any representation or warranty made herein shall be a reference to such Applicable Law in effect as of the date on which such representation or warranty is made or deemed to be made hereunder.
1.2.9    References to $ and Dollars are to the currency of the United States.
1.2.10    References to any Person include the successors and permitted assigns of that Person.
1.2.11    The term “including” and terms of similar import when used in this Agreement shall mean “including without limitation” unless the context otherwise requires or otherwise expressly stated.
1.2.12    The parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Applicable


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[**] = 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.
EXECUTION VERSION

Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Section 2. Sale and Purchase.
2.1    Agreement to Sell and Purchase. The Transferors hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from the Transferors, in exchange for the Purchase Price, the Excluded Property on and subject to the terms and conditions contained in this Agreement.
2.2    Transfer Mechanics and Deliverables.
2.2.1    Purchaser shall provide the Purchase Price on the date hereof. The Purchase Price shall be provided together with the other payments and actions effected on the Initial Closing Date pursuant to the funds flow memorandum entered into on the Initial Closing Date between, among others, WEST and the Purchaser (including taking into account applicable netting of amounts that are or would be payable to the Purchaser as a distribution on the Initial Closing Date).
2.2.2    WEST will Transfer to Purchaser or Nominee the WEST Interests on a date and at a time agreed between WEST and Purchaser upon satisfaction of the conditions to the Transfer set forth herein.
2.2.3    WEST EA will Transfer to Purchaser or Nominee each of the WEST EA Interests on a date and at a time agreed between WEST and Purchaser upon satisfaction of the conditions to the Transfer set forth herein.
2.2.4    Each Transferor hereby assigns, transfers and conveys to Purchaser all of its right, title and interest in, to and under any and all Excluded Property, other than as will be conveyed to Purchaser pursuant to a Membership Interest Assignment or Beneficial Interest Assignment upon the occurrence of each Transfer.
2.2.5    The Transferors and Purchaser agree to use commercially reasonable efforts for each Transfer to occur on or as soon as practicable after the date hereof.
2.2.6    The Servicer has agreed with Purchaser to service the Excluded Engines from and after the date hereof, and has agreed that Purchaser, and not any Transferor or any other Issuer Group Member, shall be responsible to the Servicer for all fees, costs, expenses, indemnities and other liabilities owed to it from and after the date hereof in respect of the Excluded Property.
2.3    DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE ASSIGNMENTS, EACH TRANSFEROR AND/OR ANY AFFILIATE OF A TRANSFEROR OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SERVANTS, REPRESENTATIVES AND AGENTS HEREBY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER REGARDING TITLE, AIRWORTHINESS, VALUE, QUALITY, DURABILITY, DATE PROCESSING, CONDITION, DESIGN, OPERATION, DESCRIPTION, THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY, FUTURE


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[**] = 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.
EXECUTION VERSION

PERFORMANCE, USAGE, FITNESS FOR A PARTICULAR PURPOSE OR WORKMANSHIP WITH RESPECT TO THE EXCLUDED ENGINES AND/OR ANY PART THEREOF OR ANY OF THE OTHER ASSETS OR PROPERTIES OF THE EXCLUDED COMPANY OR THE EXCLUDED TRUSTS OR ANY PART THEREOF. PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS (AND SOLELY TO THE EXTENT) SET FORTH IN THIS AGREEMENT, ANY CERTIFICATE DELIVERED HEREUNDER AND THE ASSIGNMENTS, THE EXCLUDED PROPERTY THAT PURCHASER IS ACQUIRING HEREBY INCLUDING THE EXCLUDED ENGINE AND/OR ANY PART THEREOF THAT PURCHASER IS ACQUIRING WILL EACH BE DELIVERED “AS IS, WHERE IS” AT DELIVERY IN ITS THEN PRESENT CONDITION.
2.4    Transfer Absolute and Irrevocable. Each Transferor and Purchaser each acknowledges, agrees, represents and warrants that (a) each Transfer is intended as and will constitute a full, valid, absolute and irrevocable transfer of the Excluded Property transferred by the applicable Assignment Agreement to Purchaser and after the Transfer, neither no Transferor shall retain any right, title or interest in such Excluded Property subject of such Transfer, (b) neither Transferor shall have the right hereunder to reacquire any of the Excluded Property and (c) other than as provided herein in respect of a Forced Sale, Purchaser shall be entitled to dispose of any Excluded Property in its discretion and shall have no duty or obligation to account to a Transferor in respect thereof nor any recourse to a Transferor in connection with any such disposition.
2.5    Nature of the Agreement. Each party hereto acknowledges, agrees, represents and warrants that there are no other agreements related to the Transfer other than the Operative Documents and (i) the Operative Documents represent the agreements between the parties with respect to the transactions subject of and contemplated by this Agreement, (ii) neither this Agreement nor any other Operative Document is an attempt to hide the true agreement between the parties and (iii) the parties to this Agreement and any Operative Document do not and will not depart from their respective terms with respect to the matters subject thereof.
Section 3.     Representations and Warranties of each Transferor. Each Transferor makes the following representations and warranties, as to itself, to Purchaser as of the date of this Agreement and each Transferor makes the following representations and warranties, as to itself, to Purchaser as of each Purchase Date on which such Transferor is transferring Excluded Property, unless in each case any such representation or warranty is made as of a specific date, in which case such representation or warranty is made as of such date:
3.1    Corporate Existence and Power. Such Transferor is an entity duly incorporated, organized or formed, validly existing and, in the case of those jurisdictions where such concept is known, in good standing under the laws of the jurisdiction of its incorporation, organization or formation, with full corporate, company or entity power and authority to conduct its business as it is now being conducted. Such Transferor is duly qualified to do business and, in the case of those jurisdictions where such concept is known, is in good standing in each jurisdiction where that qualification is necessary, except for those jurisdictions where failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.


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[**] = 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.
EXECUTION VERSION

3.2    Corporate Authorization. The execution, delivery and performance by Transferor of the Operative Documents to which it is a party and the consummation of such transactions are within such Person’s corporate powers and have been (or, in the case of any Operative Document delivered after the date hereof, will be at the time of its delivery) duly authorized by all necessary entity or corporate body action on the part of such Person, as applicable. The Operative Documents constitute (or, in the case of any Operative Document delivered after the date hereof, will constitute at the time of its delivery) the legal, valid and binding obligation of such Transferor if it is a party thereto enforceable against such Person, as applicable, in accordance with their respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, examinership or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
3.3    Governmental Authorization. The execution, delivery and performance by such Transferor of the Operative Documents to which it is a party and the consummation of the transactions contemplated by the Operative Documents require no action by or in respect of, or filing with, any Governmental Authority, other than (a) any such action or filing as to which the failure to make or obtain would not have a Material Adverse Effect or result in any material risk of material civil liability or any risk of criminal liability, in either case, for any Person, and (b) any applicable filing in respect of Transfer Taxes.
3.4    Non-contravention. The execution, delivery and performance by such Transferor of the Operative Documents to which it is a party and the consummation of the transactions contemplated by the Operative Documents do not and will not, directly or indirectly (with or without notice or lapse of time):
3.4.1    violate the organizational or constitutional documents or resolutions of such Transferor;
3.4.2    violate any Applicable Law, or the terms of any permit or registration issued by a Governmental Authority to, or binding on, such Transferor;
3.4.3    violate any material agreement, instrument or document which is binding upon such Transferor or any of its assets, nor result in the creation of any Encumbrance over the Excluded Property other than the rights created under the Operative Documents; or
3.4.4    require any consent of, or other action by, any Person under, constitute a default under, or give rise to any right of termination, cancellation, modification or acceleration of any right or obligation of any such Person or to a loss of any material benefit to which any such Person is entitled under any provision of any agreement or other instrument binding upon such Person or the assets of such Person;
except, in the case of each of Section 3.4.2, Section 3.4.3 and Section 3.4.4, for such violations, consents, actions, defaults or termination rights that would not have a Material Adverse Effect.


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[**] = 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.
EXECUTION VERSION

3.5    Litigation. There is no action, suit or proceeding in process or pending against, or to the knowledge of such Transferor, threatened against or affecting such Transferor before any arbitrator or any Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.
3.6    Finders’ Fees. There is no investment banker, broker, finder or other intermediary (not including any professional adviser being paid separately and for the account of WEST) that has been retained by or is authorized to act on behalf of such Transferor that might be entitled to any fee or commission in connection with the Transfer.
3.7    Choice of Law; Jurisdiction; Service of Process. The provisions of Section 8 concerning governing law, service of process and jurisdiction are valid and binding on such Transferor under the laws of its jurisdiction of incorporation or organization, and no provision purporting to be binding on such Transferor of this Agreement is prohibited, unlawful or unenforceable under the laws of its jurisdiction of incorporation or organization.
3.8    Bankruptcy; Insolvency; Examinership. Such Transferor is able to pay its debts as they become due from its own moneys and is not insolvent nor the subject of any insolvency, bankruptcy, examinership, winding‑up, reorganization, arrangement or other similar proceedings. No liquidator, provisional liquidator, receiver, administrator, examiner, bankruptcy trustee or analogous or similar officer has been appointed in respect of all or any part of the assets of such Transferor, nor has any application been made to a court that is still pending for an order for, or any act, matter or thing been done that with the giving of notice, lapse of time or satisfaction of some other condition (or any combination thereof) will lead to, the appointment of any such officers or equivalent in any jurisdiction.
3.9    Transfers. Each Transfer is made in good faith and for valuable consideration. The Transfer is for a proper purpose and not willfully to defeat an obligation owed by either Transferor to a creditor.
3.10    Title. As of the date hereof, and as of the date of the applicable Transfer (immediately prior to giving effect to each such Transfer to Purchaser or Nominee)), (a) WEST is the sole holder of the Interests in the Excluded Company, (b) WEST EA is the sole holder of the Interests in the Excluded Trusts identified as being owned by it on Schedule 1 and (c) the Excluded Company is the sole holder of the Interests in the Excluded Trusts identified as being owned by it on Schedule 1, in each case free and clear from any Encumbrances (other than Permitted Encumbrances).
Section 4.     Representations and Warranties of Purchaser. Purchaser represents and warrants to each Transferor as of the date of this Agreement that:
4.1    Corporate Existence and Power. Purchaser is an entity duly incorporated, organized or formed, validly existing and, in the case of those jurisdictions where such concept is known, in good standing under the laws of the jurisdiction of its incorporation, organization or formation, with full corporate power and authority to conduct its business as it is now being conducted. Purchaser is duly qualified or authorized to do business and, in the case of those jurisdictions where such concept is known, is in good standing in each jurisdiction where that


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[**] = 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.
EXECUTION VERSION

qualification or authorization is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to have a material adverse effect on Purchaser or on Purchaser’s ability to consummate the transactions contemplated hereby.
4.2    Corporate Authorization. The execution, delivery and performance by Purchaser of this Agreement and the other Operative Documents and the consummation of such transactions are within Purchaser’s corporate powers and have been (or, in the case of the Operative Documents that are not delivered as of the date hereof, will be at the time of its delivery) duly authorized by all necessary entity or corporate body action on the part of Purchaser. The Operative Documents constitute (or, in the case of any Operative Document delivered after the date hereof, will constitute at the time of its delivery) the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with their respective terms, except as such enforceability may be limited by (a) bankruptcy, examinership, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
4.3    Governmental Authorization. The execution, delivery and performance by Purchaser of the Operative Documents and the consummation of the transactions contemplated by the Operative Documents require no action by or in respect of, or filing with, any Governmental Authority, other than any such action or filing as to which the failure to make or obtain would not have a material adverse effect on Purchaser or on Purchaser’s ability to consummate the transactions contemplated hereby.
4.4    Non-contravention. The (a) execution, delivery and performance by Purchaser of the Operative Documents and (b) the consummation of the transactions contemplated by the Operative Documents do not and will not, directly or indirectly (with or without notice or lapse of time):
4.4.1    violate the organizational or constitutional documents or resolutions of Purchaser;
4.4.2    violate any Applicable Law;
4.4.3    require any consent of, or other action by, any Person under, constitute a default under, or give rise to any right of termination, cancellation, modification or acceleration of any right or obligation of any such Person or to a loss of any material benefit to which any such Person is entitled under any provision of any agreement or other instrument binding upon such Person or the assets of such Person;
except, in the case of each of the foregoing Sections 4.4.2 and 4.4.3, for such violations, consents, actions, defaults or termination rights that would not have a Material Adverse Effect.
4.5    Litigation. There is no action, suit or proceeding pending against, or to the knowledge of Purchaser, threatened against or affecting Purchaser before any arbitrator or any


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[**] = 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.
EXECUTION VERSION

Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.
4.6    Choice of Law; Jurisdiction; Service of Process. The provisions of Section 8 concerning applicable law, service of process and jurisdiction are valid and binding on Purchaser under the laws of its jurisdiction of incorporation or organization, and no provision purporting to be binding on Purchaser of this Agreement is prohibited, unlawful or unenforceable under the laws of its jurisdiction of incorporation or organization.
4.7    Bankruptcy; Insolvency; Examinership. No liquidator, provisional liquidator, receiver, administrator, examiner, bankruptcy trustee or analogous or similar officer has been appointed in respect of all or any part of the assets of Purchaser, nor has any application been made to a court that is still pending for an order for, or any act, matter or thing that has been done that with the giving of notice, lapse of time or satisfaction of some other condition (or any combination thereof) will lead to, the appointment of any such officers or equivalent in any jurisdiction.
Section 5. Covenants of the Parties.
5.1    Further Assurances. Each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (a) the taking of all acts necessary to cause the applicable conditions for each Transfer to be satisfied; (b) the obtaining of all necessary actions or waivers, consents, approvals, orders and authorizations from any Governmental Authority and the making of all necessary registrations, declarations and filings with Governmental Authorities, if any, and the taking of all steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority; (c) the obtaining of all necessary consents, approvals or waivers from third parties to the extent the failure to obtain any such consent, approval or waiver would prevent or materially hinder or delay any party’s ability to consummate the transactions contemplated hereby; (d) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed; and (e) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.
5.2    Certain Filings. Each of the parties shall cooperate with one another (a) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required in connection with the consummation of the transactions contemplated by this Agreement and (b) in taking all such required actions or making all such required filings, furnishing all required information and seeking timely to obtain all of those required actions, consents, approvals or waivers; provided that any fees needed to be paid to any Governmental Authority in connection with any aforesaid action or filing shall be paid by Purchaser.
5.3    Notices of Certain Events. Each party shall promptly notify the other parties of:


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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.
EXECUTION VERSION

5.3.1    any notice or other communication from any Person alleging that the consent of that Person is or may be required in connection with the transactions contemplated by this Agreement;
5.3.2    any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and
5.3.3    any actions, suits, claims, investigations or proceedings commenced that, if pending on the date of this Agreement, would have been required to have been disclosed by such party pursuant to the terms hereof.
5.4    Transfer Taxes. All transfer, registration, stamp, documentary, sales, use and similar Taxes, and fees imposed by a Governmental Authority incurred in connection with the transactions contemplated by this Agreement or by a Transfer (“Transfer Taxes”) shall be the responsibility of and be timely paid by Purchaser. Purchaser and each Transferor shall act reasonably in selecting the Agreed Delivery Location of each applicable Excluded Engine for each Transfer.
5.5    Forced Sale. If either Purchaser or a Transferor notifies the other that the conditions precedent to a Transfer will not be possible to satisfy at any time within three months from the date hereof, then such Transferor may notify the Servicer and Purchaser that it elects for the applicable Excluded Engine to be sold to a third party (a “Forced Sale”). The Purchaser hereby instructs the Servicer to, upon receipt of such notice, market the applicable Excluded Engine for sale to a third party and complete such Forced Sale as soon as reasonably practicable. All proceeds of a Forced Sale shall be applied first, to pay or reimburse each Transferor for any costs or expenses that have been incurred by them in connection with the Excluded Property (if any); second, to pay any fees due and payable to, or costs or expenses incurred by, the Servicer in connection with the Excluded Property; and third, the remainder to or at the direction of Purchaser.
5.6    Gross Up. All sums payable by or on behalf of a Transferor or Purchaser under this Agreement shall be paid free and clear of all deductions or withholdings unless such deduction or withholding is required by Applicable Law. In the event of there being any such deduction or withholding or in the event that Purchaser or Transferor shall incur any liability for Tax that was required to be, but that was not, deducted or withheld on or by reference to any payment to such Person made pursuant to this Agreement, the applicable Transferor or Purchaser, as the case may be, shall pay such additional amounts as shall be required to ensure that the net amount received and retained by Purchaser or the applicable Transferor (after Tax) will equal the full amount which would have been received and retained by it had no such deduction or withholding been made and/or no such liability for Tax been incurred.
Section 6. Conditions Precedent.
6.1    Conditions to Transfer. The obligation of the applicable Transferor and Purchaser to consummate each Transfer is subject to the satisfaction of the following conditions on or prior to the applicable Purchase Date:


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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.
EXECUTION VERSION

6.1.1    All actions by or in respect of, or filings with or consents of, any Governmental Authority required to permit the consummation of such Transfer by the applicable Transferor shall have been taken, made or obtained.
6.1.2    No change having occurred after the date of this Agreement in any Applicable Law which would make it illegal for the Transfer to occur; provided, however, that if any such change has occurred in relation to this Agreement, the parties shall cooperate and for such purposes use all commercially reasonable endeavors to restructure their respective obligations under this Agreement so as to avoid the aforementioned illegality.
6.1.3    No injunction or other legal restraint or prohibition enacted, entered, promulgated, enforced or issued by any Governmental Authority preventing the Transfer shall have come into effect after the date of this Agreement and continue to be in effect.
6.1.4    There shall not be pending any proceeding brought by any Governmental Authority with at least a reasonable possibility of success challenging or seeking to restrain or prohibit the transactions to be undertaken by a Transferor at such Transfer.
6.1.5    If applicable, the applicable Excluded Engine will be at the Agreed Delivery Location at the Transfer.
6.2    Conditions to Obligation of Purchaser. The obligation of Purchaser to consummate each Transfer is subject to the satisfaction of the following conditions on or prior to the Purchase Date:
6.2.1    This Agreement shall not have been cancelled or terminated and the Forced Sale of the applicable Excluded Property subject to such Transfer shall not have occurred.
6.2.2    The representations and warranties made as of the Purchase Date pursuant hereto shall be true and correct in all material respects as of such Purchase Date (unless any such representation or warranty is made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date).
6.2.3    The applicable Assignment shall have been executed and delivered to Purchaser.
6.3    Conditions to Obligation of Transferor. The obligation of a Transferor to consummate each Transfer is subject to the satisfaction of the following conditions on or prior to the Purchase Date:
6.3.1    This Agreement shall not have been cancelled or terminated and the Forced Sale of the applicable Excluded Property subject to such Transfer shall not have occurred.
6.3.2    All costs and expenses incurred by any Issuer Group Member prior to the Transfer for which Purchaser is responsible hereunder (if any) shall have been paid in full.


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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.
EXECUTION VERSION

6.4    Waiver of Conditions Precedent. The conditions precedent set forth herein may be waived by a party in writing for whose benefit they are expressed with or without condition and in such party’s sole and absolute discretion.
Section 7. Indemnification.
7.1    Indemnification.
7.1.1    Purchaser agrees to indemnify and hold harmless each Transferor Indemnitee for any and all Losses which such Transferor Indemnitee may incur, arising out of or resulting from or relating to
(a)    the breach or inaccuracy of any representation or warranty made by Purchaser contained in any Operative Document;
(b)    the breach of any covenant or agreement by Purchaser contained in any Operative Document; and
(c)    arising out of a Loss incurred relating to a condition, act, omission or event arising or occurring in connection with any Excluded Property (including the purchase and sale thereof pursuant to this Agreement), except to the extent paid by any Person prior to the date hereof;
except to the extent such Losses are due to the gross negligence, fraud or willful misconduct of any Transferor Indemnitee. To the extent that Purchaser’s undertakings in this Section 7.1.1 may be unenforceable, Purchaser shall contribute the maximum amount that it is permitted to contribute under any Applicable Law to the payment and satisfaction of all Losses which any Transferor Indemnitee may incur or suffer.
7.2    Procedures.
7.2.1    The party seeking indemnification under Section 7.1 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 7 except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Section 7. The obligations and Liabilities of the Indemnifying Party under this Section 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Section 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party


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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.
EXECUTION VERSION

Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, in its sole and absolute discretion, for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by such Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at such Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party. If and to the extent that any sums constituting (directly or indirectly) an indemnity to the Indemnified Party pursuant to this Agreement are treated as taxable in the hands of the Indemnified Party, the Indemnifying Party will pay to the Indemnified Party such sums as will after the tax liability has been fully satisfied indemnify the Indemnified Party to the same extent as it would have been indemnified in the absence of such liability, but the Indemnifying Party will be under no liability to make any payment pursuant to this sentence to the Indemnified Party to the extent the Indemnified Party would be in a better position than if no payment by way of indemnity had needed to have been made.
7.3    Calculation of Losses.
7.3.1    The amount of any Losses payable under Section 7.2 by the Indemnifying Party shall be net of any (a) amounts actually received by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefore and (b) Tax Benefit allowable to the Indemnified Party or its Affiliates other than Purchaser. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment


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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.
EXECUTION VERSION

made or expense incurred by that Indemnifying Party in connection with providing that indemnification payment up to the amount received by the Indemnified Party, net of any expenses (including Taxes) incurred by that Indemnified Party in collecting that amount.
7.3.2    Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Indemnifying Party be liable to any Indemnified Party for any incidental, consequential, indirect, special, punitive, exemplary or other similar Losses (including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity) in connection with this Agreement or the transactions contemplated hereby, unless such Losses are part of the Losses suffered by the Indemnified Party in connection with a Third Party Claim and awarded by a court of competent jurisdiction.
7.4    Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 7.2 and the Indemnified Party could have recovered all or a part of those Losses from a third party (each, a “Potential Contributor”) based on the underlying Claim asserted against the Indemnifying Party, the Indemnified Party shall assign those of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of that payment.
7.5    Exclusivity. Except as specifically set forth in the Operative Documents (and any rights or claims arising as a breach of an obligation contained in the Operative Documents), effective as of the Transfer, Purchaser waives any rights and claims Purchaser or any of its Affiliates may have against Transferors or any of their Affiliates, whether in law, in equity or otherwise, relating to the Excluded Property or the transactions contemplated by this Agreement. The rights and claims waived by Purchaser include claims for contribution or other rights of recovery arising out of or relating to claims for breach of contract, breach of representation or warranty, negligent misrepresentation other claims for breach of duty and all other claims under any other theory of law or equity.
7.6    No Consequential Damages. Each party acknowledges and agrees that its rights to direct damages arising in contract from a breach of any of the obligations of any party under the Operative Documents and its rights to indemnification hereunder are the sole remedies available to such party for any damage, loss or expense arising out of this Agreement or the transactions contemplated hereby. In no event shall any party to this Agreement be liable for, or have any duty for indemnification or contribution to any other party to this Agreement, for any indirect, special, incidental, consequential or punitive damages, even if such party had been advised, or knew or should have known, of the possibility of such damages.
Section 8. Miscellaneous.
8.1    Notices. All notices, requests and other communications to any party under this Agreement shall be in writing and shall be given or sent by email, facsimile transmission (electronically confirmed), delivered in person, mailed by first class registered or certified mail, postage prepaid, or sent by FedEx or other overnight courier of national reputation,



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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.
EXECUTION VERSION

if to Purchaser:

Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
Attention: General Counsel
Fax: +1 (415) 408-4701
if to a Transferor:

Willis Engine Structured Trust V
c/o Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
Attention: Corporate Trust Administrator
Fax: +1 (302) 651-8882
With a copy to:
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
Attention: General Counsel

Fax: +1 (415) 408-4701

or any other address or facsimile number as that party may specify after the date of this Agreement for this purpose by notice to the other parties to this Agreement. All of those notices, requests and other communications shall be deemed received on the date of receipt by its recipient if received prior to 5:00 p.m. on such date (determined in the place of receipt) and such date is a business day (determined in the place of receipt). Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day (determined in the place of receipt).
8.2    Amendments and Waivers.
8.2.1    Any provision of this Agreement may be amended or waived if, but only if, that amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.
8.2.2    No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver nor shall any single or partial exercise preclude any other or further exercise or the exercise of any other right, power or privilege.
8.3    Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or


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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.
EXECUTION VERSION

obligations under this Agreement without the prior written consent of each other party to this Agreement.
8.4    Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS.
8.5    Jurisdiction.
8.5.1    Each of the parties hereto agrees that the Supreme Court of the State of New York sitting in the Borough of Manhattan, and the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to such New York State or, to the extent permitted by law, such U.S. federal court being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. Each of the parties hereto agrees that the process by which any suit, action or proceeding is begun in such New York State or U.S. federal court may be served on it by being delivered in connection with any such suit, action or proceeding directly to its address determined for such party pursuant to Section 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
8.5.2    Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Agreement and the transactions contemplated hereby to the giving of any relief or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.
8.5.3    TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES THE RIGHT TO DEMAND A TRIAL BY JURY, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, THE OTHER RELATED DOCUMENTS, OR THE SUBJECT MATTER HEREOF OR THEREOF OR THE OVERALL TRANSACTION BROUGHT BY ANY OF THE PARTIES HERETO OR THEIR SUCCESSORS OR ASSIGNS.
8.6    Counterparts; Effectiveness; Third-Party Beneficiaries. This Agreement may be signed in any number of counterparts (including via fax or .pdf), each of which shall be an original, with the same effect as if the signatures to those pages were upon the same instrument. This Agreement shall become effective when each party to this Agreement shall have received a counterpart of this Agreement signed by all other Parties to this Agreement. Until and unless each party has received a counterpart of this Agreement signed by all other Parties to this Agreement,


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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.
EXECUTION VERSION

this Agreement shall have no effect and no party shall have any right or obligation under this Agreement (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities under this Agreement upon any Person other than the parties to this Agreement, the Transferor Indemnitees (to the extent not a party to this Agreement) and their respective successors and assigns.
8.7    Entire Agreement. This Agreement and the other Operative Documents (if any) constitute the entire agreement between the parties with respect to their subject matter, and those agreements supersede all prior agreements and understandings, both oral and written, between the parties with respect to their subject matter.
8.8    Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.
8.9    Purchaser’s Acknowledgment. Purchaser hereby acknowledges that each Transferor has pledged to the Security Trustee all of its right, title and interest in, to and under this Agreement, and agrees that all of its rights may be exercised by the Security Trustee to the exclusion of a Transferor subject, however, in each case to the terms and provisions of the Security Trust Agreement. Purchaser hereby consents to such pledge. Neither the Security Trustee, nor the Trustee, nor the Initial Liquidity Facility Provider shall be liable for the performance or observance of any of the obligations or duties of a Transferor under this Agreement.
8.10    Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
8.11    Costs and Expenses. Any and all reasonable costs and expenses directly incurred in connection with the Transfer and, to the extent not paid prior to the date hereof, the Excluded Property and transactions contemplated by the Operative Documents (in each case subject to any agreed fee arrangements) will be promptly paid for by Purchaser.
[Signatures pages follow]




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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.
EXECUTION VERSION

IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
WILLIS LEASE FINANCE CORPORATION
By:
/s/ Dean M. Poulakidas    
Name: Dean M. Poulakidas
Title: Senior Vice President


[**] = 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.
EXECUTION VERSION


WILLIS ENGINE STRUCTURED TRUST V
By:
/s/ Scott B. Flaherty    
Name: Scott B. Flaherty
Title: Controlling Trustee




[**] = 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.
EXECUTION VERSION


WEST ENGINE ACQUISITION LLC
By: Willis Engine Structured Trust V, as Manager
By:
/s/ Scott B. Flaherty    
Name: Scott B. Flaherty
Title: Controlling Trustee

 





[**] = 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.
EXECUTION VERSION

Schedule 1

Excluded Engine
Excluded Trust
Beneficial Owner of Excluded Trust
[**]
Owner Trust [**]
Excluded Company
[**]
Owner Trust [**]
Excluded Company
[**]
Owner Trust [**]
Excluded Company
[**]
Owner Trust [**]
WEST EA
[**]
Owner Trust [**]
WEST EA
[**]
Owner Trust [**]
WEST EA
[**]
Owner Trust [**]
WEST EA
[**]
Owner Trust [**]
WEST EA
[**]
Owner Trust [**]
WEST EA
[**]
Owner Trust [**]
WEST EA
[**]
Owner Trust [**]
WEST EA
[**]
Owner Trust [**]
WEST EA
[**]
Owner Trust [**]
WEST EA
[**]
Owner Trust [**]
WEST EA



[**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request.
PORTIONS OF THIS EXHIBIT MARKED BY [**] HAVE BEEN OMITTED PURSUANT TO RULE 601(B)(10) OF REGULATION S-K. THE OMITTED INFORMATION IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.













AGREEMENT TO PURCHASE [**] SPARE ENGINES AND QEC KITS BETWEEN
INTERNATIONAL AERO ENGINES, LLC AND
WILLIS LEASE FINANCE CORPORATION, FOR ITSELF AND AS SERVICER
DATED
MARCH 27, 2020



























This document contains proprietary information of International Aero Engines, LLC (“IAE LLC”). IAE LLC offers the information contained in this document on the condition that you not disclose or reproduce the information in contravention of Section 8.4 of this Contract. Neither receipt nor possession of this document, from any source, constitutes IAE LLC’s permission. Possessing, using, copying or disclosing this document to or for the benefit of any third party without IAE LLC’s written consent may result in criminal and/or civil liability.

This document does not contain any export regulated technical data.


1






TABLE OF CONTENTS
 
 
 
Page
1.
 
DEFINITIONS
3

2.
 
SPARE ENGINES AND ACCESSORIES PURCHASE COMMITMENT
5

3.
 
WARRANTIES, GUARANTEES AND LIABILITIES
8

4.
 
SUBJECT TO PRIOR SALE
9

5.
 
SALE AND PART OUT
9

6.
 
EVENTS OF DEFAULT AND TERMINATION
10

7.
 
COMPLIANCE WITH LAW, GOVERNING LAW AND FORUM
11

8.
 
MISCELLANEOUS
13


LIST OF APPENDICES

Appendix 1    [**] Engine Model Specification
Appendix 2    Delivery Schedule and Pricing
Appendix 3    [**] Engine and Parts Service Policy
Appendix 4    Spare Engine Shipping Pro Forma
Appendix 5    Forms of Warranty Bill of Sale Appendix 6    List of Permitted Affiliates Appendix 7    LLP Life Assurance Plan


Page 2







THIS CONTRACT is made this March 27, 2020 (this “Contract”), BETWEEN
INTERNATIONAL AERO ENGINES, LLC
a limited liability company organized and existing under the laws of Delaware, with a place of business located at 400 Main Street, East Hartford, Connecticut 06118, United States of America (hereinafter called “IAE LLC”); and
WILLIS LEASE FINANCE CORPORATION
a corporation organized and existing under the laws of the State of Delaware, with a place of business located at 4700 Lyons Technology Parkway, Coconut Creek, Florida 33073, United States of America (for itself and in its capacity as Servicer on behalf of the Permitted Affiliates (as
defined below), hereinafter called “Willis”).


IAE LLC and Willis hereinafter are referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS:

Willis desires to purchase from IAE LLC, and IAE LLC desires to sell to Willis, four (4) new [**] Spare Engines, which will be operated by one or more lessees of Willis to support such lessees’s [**] aircraft powered by [**] engines;

Willis desires to purchase from IAE LLC, and IAE LLC desires to sell to Willis, four (4) new QEC Kits for the subject Spare Engines; and

The Parties hereby set out the terms on which Willis will purchase the four (4) Spare Engines and the four (4) QEC Kits from IAE LLC and IAE LLC will sell the four (4) Spare Engines and the four
(4)
QEC Kits to Willis.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.
DEFINITIONS

In this Contract, unless the context otherwise requires:

1.1
“Aircraft” means [**] aircraft operated by a lessee of Willis.


Page 3






1.2
“Certification Authority” means the United States Federal Aviation Administration or “FAA”.

1.3
“Delivery” or “Delivered”, as the context may require, means the time at which Willis obtains title to each Spare Engine, Engine Bag and Engine Stand in accordance with Section 2.5.1, and with regard to the QEC Kits in accordance with Section 2.5.2.

1.4
“Delivery Date” means the date set forth in Appendix 2 for each Spare Engine, subject to adjustment as set forth therein.

1.5
“Delivery Location” means IAE LLC’s facility in [**].

1.6
“Engine Bag” means a new IAE LLC-approved engine moisture and vapour proof storage bag.

1.7
“Engine Stand” means a new IAE LLC-approved engine transportation stand.

1.8
“Parts” has the meaning set forth in the Service Policy.

1.9
“QEC Kit” means individually or collectively as the context requires, the four (4) [**]quick engine change kits that are the subject of this Contract, each bearing part number [**], respectively, and the QEC Kit Documentation.

1.10
“QEC Kit Documentation” means the FAA Form 8130-3 (Airworthiness Approval Tag), the installation instruction manual, the bill of material, the certificate of conformance, the commercial invoice, and the PMA eligibility attachment.

1.11
“Permitted Affiliates” means, collectively, those parties set forth in Appendix 6 attached hereto, or such other parties as consented to in writing by IAE LLC, such consent not to be unreasonably withheld or delayed; provided, however, that if
(i)    any such party at any time becomes subject to any event described in Sections 6.1.1a - 6.1.1d, or (ii) IAE LLC is legally prohibited from doing business with such party, then such party shall cease to be a Permitted Affiliate.

1.12
“Spare Engine” means, individually or collectively as the context requires, the four
(4)    IAE LLC [**] engines that are the subject of this Contract, described as Standard Equipment as specified in Appendix 2 and described in the corresponding Specification. Each Spare Engine is in bare engine configuration with no-QEC accessories installed.

1.13
“Spare Engine Part” means any part in a Spare Engine that is manufactured and sold by IAE LLC and delivered new in a Spare Engine.


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1.14
“Spare Engine Purchase Price” has the meaning assigned to it in Section 2.3.

1.15
“Specification” means the IAE LLC Engine Specifications attached as Appendix 1.

1.16
“Standard Equipment” means any item identified under the Standard Equipment section in the Specification.

2.
SPARE ENGINE AND ACCESSORIES PURCHASE COMMITMENT

2.1
Agreement to Purchase Spare Engines and QEC Kits from IAE LLC

2.1.1
Subject to Willis’ payment of the Spare Engine Purchase Price pursuant to Section 2.4 and Article 4 herein, IAE LLC hereby agrees to sell to Willis, and Willis hereby agrees to purchase from IAE LLC, the Spare Engines to be delivered on each Spare Engine’s Delivery Date.

2.1.2
Each Spare Engine delivery requires one (1) Engine Bag and one (1) Engine Stand. IAE LLC shall provide Willis with an Engine Bag and an Engine Stand [**], to be delivered with each Spare Engine according to the schedule set forth in Appendix 2.

2.1.3
Subject to Willis’ payment of the QEC Kit Purchase Price pursuant to Section 2.4, IAE LLC hereby agrees to sell to Willis, and Willis hereby agrees to purchase from IAE LLC, the QEC Kits to be delivered pursuant to Section 2.5.2.

2.2
Intentionally Omitted

2.3
Purchase Price

The purchase price for each Spare Engine and each QEC Kit is set forth in Appendix 2 (the “Spare Engine Purchase Price” and the “QEC Kit Purchase Price”, respectively).

2.4
Payment

2.4.1
By 12:00 p.m. United States Eastern Standard Time on the scheduled day of Delivery of each Spare Engine, the Spare Engine Purchase Price and the QEC Kit Purchase Price will be due and payable to IAE LLC in full; provided, however, that if Willis makes such payment after [**] United States Eastern Standard Time on the scheduled day of Delivery, then actual Delivery of the corresponding Spare Engine(s) shall take place the immediately succeeding day unless





IAE, in its sole discretion and upon notification to Willis, elects to Deliver the Spare Engine on the scheduled day of Delivery, in which case actual Delivery shall take place the same day. Notwithstanding the foregoing, if required due to production delays, IAE LLC will have the ability to delay delivery of up to [**] Spare Engine up until [**]; provided, however, that if IAE LLC does not Deliver such Spare Engine by [**], IAE LLC shall immediately refund any payments made under this Contract to Willis related to such Spare Engine.

2.4.2
All payments under this Contract must be made in United States Dollars, without any withholdings or deductions whatsoever, by wire transfer to the following account:

or at such other account as IAE LLC may notify Willis from time to time.

All payments hereunder will be deemed to have been made only to the extent cleared or good value funds are received by IAE LLC at a bank account in accordance with Section 2.4.2 above.

2.4.3
IAE LLC will invoice Willis promptly upon execution of this Contract for the (i) four (4) Spare Engines scheduled to be Delivered in March 2020, and (provided Willis has submitted the preliminary version of the form attached as Appendix 4 in accordance with Section 2.1.1. and (ii) four (4) QEC Kits.

2.4.4
If payment is not received by [**], then IAE LLC has the right to terminate this Contract and withhold delivery of the Spare Engines and the QEC Kits to Willis.

2.5
Delivery, Shipping, Title and Risk of Loss or Damage

2.5.1
Subject to Section 2.6, and following Willis‘ payment in accordance with Section 2.4, IAE LLC will make available for retrieval to Willis, or an agent designated by Willis, the Spare Engine(s) (installed inside






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the Engine Bag and on the Engine Stand, and with a Warranty Bill of Sale in the form of Appendix 5A attached hereto) Ex-Works (INCOTERMS 2010) the Delivery Location, and will transmit to Willis (either physically or electronically) the Warranty Bills of Sale for such Spare Engines, at which time the title to and risk of loss of the Spare Engine(s), Engine Bag and Engine Stand will pass to Willis, and such title transfer and risk of loss of the Spare Engine(s), Engine Bag and Engine Stand shall constitute Delivery of such Spare Engines to Willis. Willis must arrange for transportation of the Spare Engine(s) from the Delivery Location to the facility in [**] where the QEC kits will be installed; provided, however, any costs related to such transportation paid by Willis shall be charged back to IAE LLC at its sole cost.

2.5.2
Subject to Section 2.6, and following Willis’ payment in accordance with Section 2.4, IAE LLC will transmit to Willis (either physically or electronically) the Warranty Bills of Sale (in the form of Appendix 5B attached hereto) for the four (4) QEC Kits. The QEC Kits are located at their manufacturing facility in [**]. The transmittal of the Warranty Bills of Sale for each QEC Kit to Willis shall constitute Delivery of such QEC Kit(s).

2.5.3
No less than [**] prior to the Delivery Date, Willis must provide IAE LLC with instructions as to the marking and transportation details for each Spare Engine by completing the required portions of the form attached as Appendix 4.

2.5.4
Provided that Willis complies with Section 2.5.3 above, IAE LLC will provide Willis with the Spare Engine serial number no later than [**] prior to the Delivery Date.

2.6
Conditions Precedent for IAE

Without prejudice to Article 6, IAE LLC’s obligation to deliver, or cause to be delivered, the Spare Engine(s), Engine Bag(s),Engine Stand(s), and the QEC Kit(s) is subject to the nonexistence of the following events, the existence of which will excuse IAE LLC from delivering, or causing to be delivered, the Spare Engine(s), Engine Bag(s), Engine Stand(s) or the QEC Kit(s) until such time as the event is cured (provided that such event is capable of being cured):

2.6.1
a continuing event of default (taking into account any applicable grace period) by Willis in any payment due under this Contract (including any Appendix or amendments hereto); or



2.6.2
any event that is a Termination Event (as defined below) or would constitute a Termination Event, but for lapse of time, has occurred and is continuing.


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2.7
Conditions Precedent for Willis

Willis’ obligation to purchase, or cause to be purchased, the Spare Engine(s), Engine Bag(s), Engine Stand(s), and the QEC Kit(s) is subject to the following conditions:

2.7.1
[**]; and

2.7.2
IAE LLC and Willis shall have executed a general terms engine lease agreement and an aircraft engine lease agreement for each of the Spare Engines for a term of [**], commencing on the Delivery of each Spare Engine, with the necessary signature pages for each of the aforementioned documents pre-positioned with Willis or its designated FAA counsel.

2.8
Documentation, Inspection and Acceptance

2.8.1
IAE LLC will ensure that the Spare Engines conform to the Specification through the maintenance of procedures, systems and records approved by the Certification Authority, and that a duly signed FAA-issued Authorized Release Certificate (FAA Form 8130-3, Airworthiness Approval Tag) or Certificate of Conformity (as the case may be) is issued for such purposes. In addition, and subject to Section 7.1 herein, IAE LLC will provide Willis with a video borescope inspection upon request in respect of each Spare Engine on or before the Delivery Date thereof.

2.8.2
Intentionally Omitted

2.8.3
The Spare Engines will be accompanied by all of its related documentation on the Delivery Date. When Willis is set up as an IAE LLC customer, as soon as practicable, (i) within [**] for a preliminary version and (ii) within [**] for the final version, in each case following Delivery, the VSL Report link within

the IAE LLC customer portal will be uploaded with an electronic copy of all such documentation.

2.8.4
If Willis refuses, is unable to accept, or otherwise hinders delivery, or if IAE LLC at Willis’ written request agrees to delay delivery of any Spare Engine, Willis will nevertheless pay to IAE LLC or cause IAE LLC to be paid as if, for the purposes of payment only, such undelivered Spare Engine had been Delivered on the Delivery Date. Willis will also pay to IAE LLC such reasonable sums as IAE LLC may require for storing, maintaining and insuring such undelivered Spare Engine from the Delivery Date until the date that Willis takes delivery of such Spare Engine.



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3.
WARRANTIES, AND SERVICE POLICIES

3.1
Warranties and Service Policies for the PW1100G-JM Engine

IAE LLC will provide Willis the benefits of the Warranties and Service Policies and LLP Life Assurance Plan for the [**], both of which are attached as Appendix 3 and Appendix 7, respectively, for the Spare Engines.

3.2
Warranties for the QEC Kits

IAE LLC hereby warrants to Willis that, at the time of delivery of the QEC Kit, IAE LLC will transfer to Willis good, legal, and merchantable title to the QEC Kit, free and clear of any and all security interests, liens, claims, charges or other encumbrances.


3.3
Disclaimer of Additional Warranties for QEC Kits

IAE LLC makes no warranty and disclaims all liability for goods, whether supplied by IAE LLC or not, that were not originally manufactured by or on behalf of IAE LLC, though IAE LLC will, make available to Willis the benefit of any warranty provided by such original manufacturer.

4.
SUBJECT TO PRIOR SALE

The Parties acknowledge that the Delivery Dates set forth in this Contract are tentative and will only be confirmed (thereby triggering IAE LLC’s obligation to satisfy its obligations to Deliver) upon Willis’ payment in accordance with Appendix 2 and submission of a complete purchase order with IAE LLC for each of the Spare Engines, subject to Article 6.


5.
SALE AND PART OUT

5.1
Right of First Refusal

With respect to each Spare Engine, for a period of [**] from the manufacture date of such Spare Engine, In the event Willis decides to transfer, sell, or otherwise dispose of any Spare Engine that is the subject of this Contract in an arm’s length transaction to an independent third party, Willis agrees to grant IAE LLC the right of first refusal to purchase such Spare Engine at the price and upon substantially the same payment terms offered by the third party. Upon receipt of any bona fide offer, Willis will notify IAE LLC in writing of the price and terms, and IAE LLC will respond to this notice within [**] after receipt thereof, indicating whether IAE LLC desires to exercise its rights hereunder. For purposes of this Section 5.1, a sale to an independent third party shall not include a sale by Willis to (i) a Permitted Affiliate, or (ii) a sale or an offer to sell such Spare Engine to a bona fide third party leasing company, investment fund, bank or other purchaser while such Spare Engine is subject to a bona fide lease to an airline operator, and Willis remains as servicer;

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provided, however, any such sale agreement with (i) or (ii) will grant IAE LLC the right of first to refusal to purchase such Spare Engine, consistent with the terms of this Section 5.1, in the event the Spare Engine is subsequently offered to be sold in an arm’s length transaction to an independent third party.

5.2
Covenant Against Spare Engine Part-Out

Willis further agrees that the Spare Engines are for the sole purpose of supporting Willis’ engine leasing business through the loan or lease of such Spare Engines to Willis’ customers and that Willis (a) will not disassemble any such Spare Engine into parts to be used or sold separately, and (b) will ensure that any agreement with its customers will prohibit the disassembly of such Spare Engine into parts to be used or sold separately and will include IAE LLC as a third party beneficiary of such prohibition. This Section 5.2 applies with respect to each Spare Engine, for a period of [**] from the manufacture date of such Spare Engine.

Willis’s failure to comply with this Article 5 is a material breach of this Contract.

6.
EVENTS OF DEFAULT AND TERMINATION

6.1
Termination Events

6.1.1
Each of the following constitutes a “Termination Event” under this Contract:

a.
Willis commences any case, proceeding or action with respect to it or its property in any jurisdiction relating to bankruptcy, insolvency,

reorganization, dissolution, liquidation, winding-up, or otherwise relating relief from or readjustment of any of its debts or obligations (excluding refinancing of its debt facilities); or

b.
Willis seeks the appointment of a receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets, or makes a general assignment for the benefit of its creditors; or

c.
Willis otherwise becomes subject to any case, proceeding or action of the type referred to in Sections 6.1.1a or 6.1.1b that is not stayed, dismissed or discharged within [**] of the filing thereof; or

d.
An action is commenced against Willis seeking issuance of a warrant of attachment, execution, distraint or similar process against all or substantially all of its assets that is not stayed, dismissed or discharged within [**] of the filing thereof; or

e.
Willis’s failure to pay when due any amount owed hereunder within [**] following such due date; or


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f.
Willis’s breach of Section 0 or Section 7.1, or a material breach of any other provision hereunder.

6.1.2
This Contract will automatically terminate upon the occurrence of any Termination Event specified in Sections 6.1.1a through 6.1.1d above, upon which time all amounts then outstanding hereunder and which Willis is obligated to pay hereunder will become immediately due and payable to IAE LLC, in addition to any and all other remedies available to IAE LLC under applicable law. Upon the occurrence of any other Termination Event, IAE LLC may, at its option, exercise any and all remedies available to it under applicable law, including, without limitation, the right by written notice, effective immediately, to unilaterally terminate this Contract, upon which time all amounts then outstanding hereunder and which Willis is obligated to pay hereunder will become immediately due and payable to IAE LLC. In the event of any Termination Event, all payments previously made by Willis hereunder are non-refundable.

6.2
Effect of Termination

Upon the expiration or termination of this Contract, all rights and obligations of the Parties, including without limitation IAE LLC’s obligation to deliver goods not yet delivered, will terminate. Notwithstanding the foregoing, any liabilities and

obligations (including payment obligations and the Warranties) that have accrued and have not been previously paid, executed or discharged prior to expiration or termination will survive.

7.
COMPLIANCE WITH LAW, GOVERNING LAW AND FORUM

7.1
Compliance with Export/Import Laws and Regulations

Willis agrees that it will not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any goods, software, technical data (including products derived from or based on such technical data), or services received directly or indirectly from IAE LLC to any Prohibited Party (as defined below) without obtaining prior authorization from the relevant government authorities as required pursuant to applicable export laws.

“Prohibited Parties” means, collectively, those countries and persons to whom the sale, export, re-export, transfer, diversion or other disposition of any goods, software, technical data or services is prohibited by the applicable export laws and related regulations of the United States or European Union Governments.

Willis’s failure to strictly comply with this Section 7.1 is a material breach of this Contract.

7.2
Governing Law and Forum


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7.2.1
This Contract is governed by and construed and enforced in accordance with the substantive laws of the State of New York, United States of America, without regard to principles of conflicts of law. The United Nations Convention of Contracts for the International Sale of Goods shall not apply.

7.2.2
The Parties irrevocably submit to the non-exclusive jurisdiction of the state and federal courts sitting in the State of New York, Borough of Manhattan, United States of America, in connection with any suit, action or proceeding (including, without limitation, arbitration) arising out of or relating to this Contract and IRREVOCABLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION OR DEFENSE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR ANY CLAIM THAT ANY SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FURTHER, THE PARTIES HERETO AGREE TO WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY SUCH SUIT, ACTION OR PROCEEDING. In the event of any dispute, the Parties will attempt to amicably resolve any controversy,

dispute, claim, difference or matter arising out of this Contract (“Dispute”). If those efforts prove unsuccessful within [**] from notice of such Dispute, then the Parties will participate in two phases of dispute resolution, each phase to be conducted solely in English. Phase one will be high level management meetings to be held within [**] after written request by either Party, which will not exceed [**] in duration. Phase two will be binding arbitration which will take place in the State of New York, Borough of Manhattan, United States of America, in accordance with the then- current Commercial Rules of the American Arbitration Association, before three (3) arbitrators. Each Party will pick one (1) arbitrator and the Parties will agree on the third (3rd) arbitrator. If the Parties are unable to agree on the third (3rd) arbitrator, then the two (2) individually-chosen arbitrators will agree on a third (3rd) arbitrator. Each arbitrator must be an attorney who is actively engaged in the practice of arbitration, specializing in either general commercial litigation or general corporate or commercial matters. The language to be used in the arbitral proceedings shall be English. Reasonable examination of opposing witnesses in oral hearing will be permitted. Each Party will bear its own costs of presenting or defending its position in the arbitration. The final award of the arbitrator shall be final, binding and non-appealable and judgment may be entered thereon in any court having jurisdiction thereof.

7.2.3
Notwithstanding the foregoing, neither Party is prohibited from bringing an action to enforce an arbitral award or seek injunctive or equitable relief. The Parties hereby consent to the non-exclusive jurisdiction of the state and federal courts of general jurisdiction of the State of New

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York, Borough of Manhattan for such purposes. THE PARTIES WAIVE THE RIGHT OF JURY TRIAL, IF APPLICABLE.

7.2.4
Each Party will comply with all applicable United States of America laws, rules and regulations in exercising its rights and performing its obligations hereunder.

7.2.5
The Parties agree that all controversies, disputes, claims, differences or matters that arise from this Contract and any arbitration that arise thereof are subject to the provisions set forth in Section 8.4.


8.
MISCELLANEOUS

8.1
Delay in Delivery

8.1.1
If IAE LLC is hindered or prevented from performing any obligation hereunder, including but not limited to delivering any Spare Engine or QEC Kit by its Delivery Date by reason of:

a.
any cause beyond the reasonable control of IAE LLC, or

b.
fires, industrial disputes or introduction of essential modifications ((a) and (b) together, “Force Majeure”);

the Delivery Date will be extended by a period equal to the period for which delivery was so hindered or prevented, and IAE LLC will have no liability whatsoever in respect of such delay. Notwithstanding the foregoing, If IAE LLC is hindered or prevented, or if IAE LLC determines that it will be hindered or prevented, from Delivering any Spare Engine or QEC Kit to Willis due to Force Majeure for a period longer than the earlier to occur of
(a)[**] after the Delivery Date set forth in Appendix 2 , both Parties shall meet to discuss in good faith an extension of the applicable Delivery Date or another amendment to this Contract. If the Parties do not agree on such extension or amendment, then Willis shall be entitled to terminate its obligation to purchase the Spare Engine(s) or QEC Kit(s) affected by such Force Majeure Delay, with immediate effect and without judicial recourse, by giving IAE LLC a written notice of its intention to do so, without liability resulting from such Force Majeure Delay for either Party.

8.1.2
If, by reason of any of the causes set forth in Section 8.1.1 above, IAE LLC is hindered or prevented from delivering any goods (including any Spare Engines or the QEC Kits) to purchasers (including Willis), then IAE LLC shall have the right to allocate, in good faith and in its own discretion, such goods as they become available among all such purchasers and IAE LLC shall have no liability whatsoever to Willis for any delay in delivery resulting from such allocation. The Delivery Date will be extended by a period equal to the period of delay resulting from such allocation by IAE LLC.

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8.1.3
If IAE LLC is hindered or prevented from Delivering any Spare Engine or QEC Kit to Willis due to a reason other than Force Majeure for a period longer than of [**] after the Delivery Date set forth in Appendix 2, both Parties shall meet to discuss in good faith an extension of the applicable Delivery Date or another amendment to this Contract. If the Parties do not agree on such extension or amendment, then Willis shall be entitled to terminate its obligation, at

its option, to purchase either (i) the Spare Engine(s) or QEC Kit(s) affected by such Inexcusable Delay, or (ii) any undelivered Spare Engine(s) or QEC Kit(s) remaining under the Contract, with immediate effect and without judicial recourse, by giving IAE LLC a written notice of its intention to do so, without liability resulting from such Inexcusable Delay for either Party.

8.2
Patents

8.2.1
Subject to the conditions set forth in this Section 8.2 and as the sole liability of IAE LLC in respect of any claims for infringement of intellectual property rights, IAE LLC will indemnify Willis against any claims alleging that the use of the Spare Engines by Willis within any country subject to Article 27 of the Convention on International Civil Aviation of 7th December 1944 (The Chicago Convention) at the date of such claim infringes any patent, design, or model duly granted or registered. Notwithstanding the foregoing, IAE LLC will not incur any liability to Willis for any consequential damages or any loss of use of any Spare Engine or of the Aircraft on which a Spare Engine is installed arising directly or indirectly as a result of such claim.

8.2.2
Willis will promptly give IAE LLC written notice of any infringement claim whereupon IAE LLC will have the right in its sole discretion to assume the defense of, or dispose or settle such claim at its own expense. Willis will assist IAE LLC in all reasonable respects in connection with IAE LLC’s defense, disposition or settlement of such claim. Willis will not perform any act or omission that may directly or indirectly prejudice IAE LLC in connection with the matters set forth in this Section 8.2.

8.2.3
IAE LLC may, at its discretion, provide a substantially equivalent non- infringing Spare Engine of equal or greater value in substitution for any alleged infringing Spare Engine.

8.2.4
Section 8.2.1 will not apply to claims for infringement in respect of
(i)
any good manufactured to the specific design instructions of Willis;
(ii)    any good not designed, manufactured or supplied by IAE LLC (IAE LLC will in the event of any claim for infringement assign to Willis the benefits of any indemnity given to IAE LLC by the designer, manufacturer or supplier of such good to the extent IAE LLC has the

Page 13


right to do so); (iii) the manner or method in which any Spare Engine is installed on an Aircraft; or (iv) any combination of a Spare Engine with any other item or items other than an Aircraft.


8.3
Right of Setoff

IAE LLC reserves its right to set off any credits issued to Willis under the Spare Engine Warranties against any of Willis‘s outstanding payment obligations to IAE LLC under this Contract or any other agreement solely between IAE LLC and Willis.

8.4
Non-Disclosure and Non-Use

8.4.1
Subject to Section 8.4.3 below, Willis agrees to not disclose to any third party (other than the Permitted Affiliates in connection with the potential or actual assignment of this Contract, together with Willis’s or such Permitted Affiliates’ employees, directors, officers, financiers and professional advisers, provided that each such person or entity has a need to know and further provided that each such person or entity is bound by non-disclosure requirements at least as restrictive as those contained herein) any Information that it acquires directly or indirectly from IAE LLC and agrees not to use the same other than for the purpose for which it was disclosed, or to the extent permitted under Section 8.4.5, without the written approval of IAE LLC. For purposes of this Section 8.4, “Information” includes but is not limited to all oral or written information, know-how, data, reports, drawings and specifications, and all provisions of this Contract.

8.4.2
Willis is responsible for the observance of the provisions of Section
8.4.1 above by its employees, professional advisers, and any parties to which Willis discloses Information in accordance herewith.

8.4.3
Section 8.4.1 above does not apply to information that is or becomes generally known in the aero engine industry nor prevent disclosure of Information solely to the extent necessary for Willis to lease, sell or maintain the Spare Engine (i.e. Spare Engine records).

8.4.4
Willis will obtain and maintain at all times all required authorizations, including without limitation all export licenses, import licenses, exchange permits and any other governmental authorizations required in connection with the transactions contemplated under this Contract. Willis will restrict disclosure of any and all Information in obtaining such licenses, permits, or authorizations. Willis will ship, deliver or otherwise convey, as applicable, the Spare Engines and Information only to those destinations permitted under such licenses, permits, or authorizations.

8.4.5
If Willis is required to disclose any Information through a valid governmental, judicial or regulatory agency order, including any


Page 14


applicable stock exchange rules, Willis will: (i) provide IAE LLC with prompt written notice of such requirement, together with a full and complete copy of such governmental, judicial or regulatory agency order, so that IAE LLC may seek a protective order or any other remedy, or waive compliance with the terms of this Contract to the extent necessary to allow Willis to comply with such governmental, judicial or regulatory agency order; and (ii) take all available actions to resist or narrow the required disclosure to only such Information as is specifically required to respond to such order, and to maintain the confidentiality of all such other undisclosed Information to the fullest extent permitted by law. If Willis is required to disclose this Contract as a “material definitive agreement” under Securities and Exchange Commission (“SEC”) regulations, the Parties agree as follows, in each case, to the extent permitted by such regulations and any determination of the SEC: (i) in its 8-K filing, Willis will not disclose the Spare Engine models that are the subject of this Contract and will only disclose the extended list price of all of the Spare Engines, and
(ii) with respect to the 10-Q filing that will attach this Contract, Willis will allow IAE LLC to provide, and will consider, its determination of what portions of the Contract can be redacted and filed separately with the SEC provided that such determination is provided in a timely manner.

8.5
Taxes

8.5.1
Subject to Section 8.5.2 below, IAE LLC will pay all imposts, duties, fees, taxes and other like charges levied against IAE LLC by any tax authority or any agency thereof in connection with each Spare Engine prior to its delivery to Willis.

8.5.2
All amounts payable by Willis pursuant to this Contract exclude value added tax, sales tax or taxes on turnover. In the event that the supply of goods under this Contract is subject to value added tax, sales tax or taxes on turnover, such tax will be borne by Willis. If applicable, Willis will no later than [**] following the execution hereof notify IAE LLC in writing of its European Community value added tax code.

8.5.3
Willis will pay all other imposts, duties, fees, taxes and other like charges by whomsoever levied.

8.6
Amendment

This Contract may be amended only by written agreement by the Parties.


8.7
Assignment

Willis may not assign this Contract or any of its obligations hereunder, whether in whole or part, without the prior written consent of IAE LLC. Notwithstanding the

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foregoing, Willis may, upon prior written notice to IAE LLC, assign this Contract or any of its obligations hereunder, whether in whole or part, to any Permitted Affiliate(s), without the prior written consent of IAE LLC.

IAE LLC may, without recourse, assign this Contract or any of its rights and/or delegate any of its obligations hereunder (a) to any subsidiary or affiliate of IAE LLC or United Technologies Corporation, or (b) in connection with any merger, consolidation, reorganization, or voluntary sale or transfer of its assets; provided that such assignee and/or delegate is: (i) solvent at the time of such transfer; and
(ii)to the extent required by law, authorized by the applicable regulatory authorities to perform or procure the performance of all obligations being delegated and/or assigned.

Any assignment made in violation of this Section 8.7 will be null and void.

8.8
Severability and Invalidity

If any provision of this Contract or the application thereof to either Party is or becomes invalid, illegal or unenforceable to any extent, the remainder of this Contract and the application thereof will not be affected and will be enforceable to the fullest extent permitted by law.

8.9
Appendices

In the event of any unresolved conflict or discrepancy between the Appendices (which are hereby expressly made a part of this Contract) and the terms contained within the body of this Contract, the terms contained within the body of this Contract will control.

8.10
Headings

The Article or Section headings and the Table of Contents are for informational purposes only, do not form a part of this Contract, and shall not govern or affect the interpretation of this Contract.

8.11
Notices

Except as expressly agreed in this Contract, all notices hereunder will be in English and sent by certified mail or recognized international carrier to:

In the case of IAE LLC:

International Aero Engines, LLC 400 Main Street
Mail Stop 121-10
East Hartford, Connecticut 06118 United States of America Attention: Chief Legal Officer

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In the case of Willis:

Willis Lease Finance Corporation
60 East Sir Francis Drake Blvd., Suite 209 Larkspur, California 94939
Attention: General Counsel

or in each case to such other address as may be notified from time to time by either Party in accordance with this Section 8.11.

8.12
Exclusion of Other Provisions and Previous Understandings

8.12.1
This Contract (including all Appendices) expresses the complete and exclusive agreement of the Parties relating to the subject matter hereof and applies to the exclusion of all other provisions on or attached to or otherwise forming part of any order form of Willis, or any acknowledgment or acceptance by IAE LLC, or of any other document relating to the subject matter hereof.

8.12.2
Neither Party has relied on any representations, agreements, statements or understandings made prior to the execution of this Contract, whether orally or in writing, relating to the subject matter hereof, other than those expressly incorporated in this Contract. This Contract represents the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior representations, agreements, statements and understandings.

8.13
No Construction Against Drafter

This Contract has been the subject of negotiation between the Parties. If an ambiguity or question of intent arises with respect to any provision herein, this Contract will be construed as if drafted jointly by IAE LLC and Willis and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Contract.

8.14
[**]

8.15
International Registry

IAE LLC acknowledges and agrees that it will cooperate with Willis in order to register the Warranty Bill of Sale for each Spare Engine Delivered under this Contract as a Contract of Sale on the International Registry within [**] following the transfer of title of each Spare Engine.

8.16
Technical Training


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IAE LLC will credit Willis’s account with the IAE-designated customer training center in East Hartford, Connecticut (“CTC”), [**], an amount equal to [**] Student-Days of technical training for each Spare Engine Delivered (the “Training Credits”). The Training Credits may be used towards any [**] related training courses detailed in CTC’s training catalog. As used herein, “Student-Days” equals the number of students multiplied by the number of class days. All training credits provided under this Section 8.16 must be taken within [**] after delivery of the last Spare Engine. Additionally, any remaining training credits related to the previous purchase of [**] can also be used for [**] related training at Willis’ option.

8.17
Spare Engine Documents

Upon execution of an Intellectual Property Agreement between Willis and IAE LLC, which the Parties will use their best efforts to have executed by no later than [**], Willis will be granted access to the following documents in the IAE LLC Fleet Care portal: [**], and other documents as may be mutually agreed by the Parties. In addition to the documents available in the IAE LLC Fleet Care portal, Willis shall also have access to, or be provided with, the [**], and any other documents as may be mutually agreed by the Parties.

8.18
Acceptance, Execution and Enforceability

This Contract is available for the Parties’ consideration until [**]. Should the terms and conditions of this Contract be acceptable to Willis, please indicate such acceptance by having a duly authorized official of Willis sign two (2) duplicate originals and return a copy via email in PDF format to [**] by [**], with both signed originals to promptly follow via certified mail or recognized international carrier to [**].

This Contract may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original and all of which when taken together will constitute one and the same instrument.

Upon the full execution of this Contract, this document will become enforceable and will be deemed executed in the State of New York, U.S.A. After acceptance by IAE LLC, IAE LLC will return one (1) fully executed duplicate original to Willis. The Parties agree that facsimile or PDF format signatures are deemed to be of the same force and effect as an original executed document.



[Remainder of page intentionally blank. Signatures on following page.]


Page 18







IN WITNESS WHEREOF, the Parties have caused this Contract to be duly executed as of the date first stated above and deem that it is executed in the State of New York, U.S.A.

INTERNATIONAL AERO ENGINES, LLC
By
/s/ Daniel Kirk
Name
Daniel Kirk
Title
VP - Sales


WILLIS LEASE FINANCE CORPORATION, FOR ITSELF AND AS SERVICER
By
/s/ Austin C. Willis
Name
Austin C. Willis
Title
SVP, Corporate Development


Page 19

Model PW1133G-JM
Spec No. 6508

APPENDIX 1

[**] ENGINE MODEL SPECIFICATION


[**]

Page 20


APPENDIX 2
DELIVERY SCHEDULE AND PRICING



[**]

Page 21


APPENDIX 3
[**] ENGINE AND PARTS SERVICE POLICY



[**]

Page 22


APPENDIX 4

[**] SPARE ENGINE SHIPPING PRO FORMA

[**]






Page 23


APPENDIX 5

APPENDIX 5.A FORM OF SPARE ENGINE WARRANTY BILL OF SALE







Page 24



APPENDIX 6

LIST OF PERMITTED AFFILIATES



Page 25


APPENDIX 7

LIFE LIMITED PARTS LIFE ASSURANCE PLAN



Page 26
PORTIONS OF THIS EXHIBIT MARKED BY [**] HAVE BEEN OMITTED PURSUANT TO RULE 601(B)(10) OF REGULATION S-K. THE OMITTED INFORMATION IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.




LETTER AGREEMENT NO. 4 (“Letter Agreement”)
TO GTA No. 1-2299982290

March 31, 2020

Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, FL 33073


WHEREAS, General Electric Company, acting through its GE Aviation business unit (hereinafter individually referred to as “GE” or “Seller”), and Willis Lease Finance Corporation, a corporation organized under the laws of Delaware, U.S.A. (hereinafter individually referred to as “WLFC” and together with any of its affiliates to which title may be caused to be transferred, “Buyer”) (GE and WLFC being hereinafter collectively referred to as the “Parties”) have entered into General Terms Agreement 1-2299982290 dated May 26, 2010, and Amendment No. 2 dated December 22, 2017 (as heretofore supplemented and amended, the “GTA”); and

WHEREAS, the GTA contains the applicable terms and conditions governing the sale by GE and the purchase by Buyer of Spare Engines, related equipment and spare parts therefore in support of Buyer’s GE powered fleet of aircraft.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows:

1.
Purchase by Buyer. Buyer agrees to purchase and take delivery of three (3) spare [**] (the new “Spare Engines”), direct from GE in accordance with the delivery schedule set forth in Attachment A hereto (the “Spare Engines Delivery Schedule”) on a specific date to be agreed between Buyer and Seller (the “Delivery Date”) in factory new condition, in accordance with the terms and conditions as set forth herein (including the Attachments) and as further described in the Acceptance Certificate, Attachment E for each such Spare Engine. The purchase of the Spare Engines is subject to the terms and conditions of the GTA.

1.A    Transfer of Title, Delivery. Seller shall transfer to Buyer upon delivery, as such term is defined herein below, good and marketable title to the new Spare Engines. Buyer and Seller have agreed the delivery location for such Spare Engines shall be the Seller’s facility at [**] (the “Delivery Location”). Title shall pass to Buyer at the Delivery Location, or at a location otherwise agreed to in writing by the Parties. Delivery shall be Ex-Works at the Delivery Location.
1.B    Security Interests. Upon delivery, the Spare Engines shall be free and clear of all security interests including without limitation any mortgage, chattel mortgage, charge, pledge, lien, conditional sale agreement, title retention agreement, equipment trust

    

PROPRIETARY INFORMATION NOTICE The information contained in this document is GE Proprietary Information and is disclosed in confidence. It is the property of GE and shall not be used, disclosed to others, or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear on any such reproduction. Export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

LETTER AGREEMENT NO. 4


agreement, lease, encumbrance, assignment, right of set-off or any other agreement or arrangement having the effect of conferring security. Upon delivery of each Spare Engine, GE shall provide Buyer with a Bill of Sale in the form attached hereto as Attachment F.
1.C     Purchase Price. Subject to and contingent upon Buyer purchasing and taking delivery of all (3) new Spare Engines, GE agrees to provide Buyer with a new Spare Engine [**] price of [**] noted in Attachment B. This [**] price will be made available to Buyer for each Spare Engine purchased by Buyer, with delivery schedules as noted in Attachment A. For avoidance of doubt, the [**] Spare Engine price includes the [**] or [**] listed in Attachment D. Provided GE transfers good and marketable title (as described in paragraph 1.B, above) to the Spare Engines in their then current [**] state (as further described in the applicable bill of sale) to Buyer prior to or concurrent with Buyer’s payment, the full purchase price for the Spare Engines pursuant to this Letter Agreement shall be paid on or before March 31, 2020, less [**] that will be retained by Buyer for security under the leases with GE (defined as the “Advance Fee” under such leases between Buyer and GE). The Advance Fee shall be applied as [**] each for ESNs [**] and [**], and [**] for ESN [**]. Buyer shall return the Advance Fee to GE upon the end of the lease of each of the Spare Engines. All payments shall be made in the currency of the United States of America by wire transfer of immediately available funds to the account listed on GE’s invoice. If Buyer requests, GE shall provide commercially reasonable efforts to assist Buyer in purchasing neutral QEC kits from third-party vendors.
1.D    Lease of New Spare Engines. Immediately upon title transfer of the new Spare Engines to Buyer, GE shall lease each of the new Spare Engines from Buyer in their then current condition for a [**] year period at a lease rate of [**] per Spare Engine, per month pursuant to a mutually agreed to lease general terms agreement and lease. To the extent not completed prior to delivery, GE acknowledges and agrees that following the commencement of the leases for the Spare Engines, it shall be responsible for completing the [**], which shall be completed by no later than [**] (“Remedy Date”), except in the unlikely event an applicable Spare Engine [**], the Remedy Date shall be delayed to no later than [**]. GE shall confirm to the Buyer in writing on or before [**], that the [**] (as defined in paragraph 1F below) for each of the Spare Engines has been completed and all applicable airworthiness documents have been issued accordingly.
1.E    Existing Lease Engines. In addition to the lease of the new Spare Engines, GE shall extend each of the leases of the [**] engines currently on lease from Buyer (specifically, ESNs [**]) for an additional [**] year period beyond the existing lease term for each respective lease at the [**] pursuant to a mutually agreed revision of the lease general terms agreement and lease.
1.F    [**]

2.
Repurchase Option. In order to assure that an adequate supply of GE Spare Engines are available to support the worldwide operating fleet of GE powered aircraft, GE reserves the option, for a limited period of time following the sale of Spare Engines to Buyer, to repurchase

    
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LETTER AGREEMENT NO. 4


Spare Engines which Buyer proposes to utilize for other than its own operating purposes, other than (i) a sale to an affiliate or an owner trustee for the benefit of an affiliate or (ii) an offer to sell such Engine to a bona fide third party leasing company, investment fund, bank or other purchaser while such Engine is subject to a bona fide lease to an airline operator, and Buyer remains as servicer until the re-purchase option is satisfied. Accordingly, if prior to the accumulation of [**] Flight Hours on any Spare Engine sold hereunder, Buyer elects to a) offer such Spare Engine including neutral QEC for resale or b) undertake action to cause components or parts of such Spare Engine to be made available for sale, Buyer shall give GE prompt advanced written notice of such determination (“Buyer’s Notice”). Promptly upon receipt of such notice, GE shall have the option to repurchase the Spare Engine from Buyer (the “GE Repurchase Option”) at the lower of (i) the net price (the GE quoted spare engine price less any allowances or other credits available to, and exercised by, Buyer) at which such Spare Engine was sold by GE to Buyer, plus the actual cost of any QEC, [**], [**] or additional equipment purchased by Buyer and installed on the Spare Engine, less an amount to cover any use and operation of the Spare Engine which, as agreed by the Parties, shall be equal to then current restoration charges per operating hours and cycles applicable to the equivalent GE lease pool engine; or (ii) any lower amount contained in any current, bona fide offer made to Buyer by a third party for such Spare Engine including the actual cost of any QEC, [**], [**] or additional equipment purchased by Buyer and installed on the Spare Engine. If requested by GE, an independent expert, jointly designated by GE and Buyer, shall verify such offer while maintaining in confidence the identity of such third party. GE shall give Buyer notice of its decision to decline or exercise such GE Repurchase Option within [**] business days of its receipt of Buyer’s Notice. Fulfillment by GE of GE Repurchase Option shall be conditional upon technical inspection, review and acceptance of the Spare Engine and its records by GE and the execution of a mutually acceptable purchase agreement. If GE Repurchase Option “i” is exercised by GE, upon completion of the repurchase, GE shall restore to Buyer’s account any allowances or credits applied to reduce the GE quoted spare engine price.

3. [**] Engine Stands and Bags.
GE agrees to provide, [**] new OEM approved transportation [**] stands (the “[**]”) and [**] new full engine bags for the new Spare Engines. GE will provide loaned shipping stands until [**] are available, and GE will provide PDF copies and original copies of [**] bills of sale to Buyer when [**] become available, which shall occur no later than [**].
Disclaimers. The Warranty for the new Spare Engines is set forth in the GTA. EXCEPT FOR THE WARRANTIES SET FORTH IN THE GTA SELLER HEREBY DISCLAIMS AND BUYER HEREBY WAIVES ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, DEALING OR USAGE OF TRADE, AND ALL OBLIGATION AND LIABILITY IN TORT, NEGLIGENCE OR STRICT LIABILITY, AS TO AIRWORTHINESS, CONDITION OR DESIGN OF THE SPARE ENGINES OR [**] OR ANY PART THEREOF, AND BUYER HEREBY WAIVES, RELEASES AND DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY, OBLIGATION OR LIABILITY.

    
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GE PROPRIETARY INFORMATION
(subject to restrictions on first page)

LETTER AGREEMENT NO. 4


4.
Technical Publications and Data.
Upon Buyer’s written request, GE, at no additional cost to Buyer, shall provide Buyer with the electronic technical manuals, including revisions thereof, as applicable for Spare Engine model. Electronic technical manuals will be made available by GE to Buyer through GE Sites. All electronic technical manuals provided by GE shall be in the English language and in accordance with mutually agreed upon provisions of the ATA 2200 Specification or S1000D Specification, at GE’s option.
5.
Technical Training.
A. Scope:
The training furnished under this Agreement shall be as follows:

Product – as previously defined in this Agreement ([**] Spare Engines).
Quantity – [**] Student-Days* at no charge shall be provided to Buyer for each [**] Spare Engine delivered.
Courses – detailed in training catalog.

* Student-Days = the number of students multiplied by the number of class days
Upon Buyer’s written request, GE will provide a quotation for technical training.
The courses will be detailed in the GE training catalog:
Standard Line Maintenance Training  
o   General Familiarization
o   PowerPlant Line & Base Maintenance
o   Borescope Inspection
Student shall be an employee of the Buyer, unless written approval received from GE prior to scheduling the training.    
The Customer Support Manager, in conjunction with appropriate GE Training representatives, will be available to conduct a review session with Buyer to schedule required training.
B.
Training Location
Unless arranged otherwise with GE concurrence, training shall be provided by GE in English at one or more of the GE designated facilities identified in the training catalog.
If an alternate site is desired, GE will furnish a quotation with following minimum conditions that must be met in order to deliver “equivalent” training at the alternate site.
1.
Buyer will be responsible for providing acceptable classroom space and equipment – including engines, special tools, and hand tools required to conduct the training.

    
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GE PROPRIETARY INFORMATION
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LETTER AGREEMENT NO. 4


2.
Buyer will pay GE’s travel and living charges for each GE instructor for each calendar day, or fraction thereof, such instructor is away from GE’s designated facility, including travel time and administrative fees.
3.
Buyer will pay for round-trip transportation for GE’s instructors and shipment of training materials between the designated facility and such alternate training site.
C.
Buyer Responsibility
During engine maintenance training at any of the GE designated facilities, Buyer shall be responsible for its personnel’s typical expenses such as:
Air and ground transportation expenses
Lodging (hotel accommodations)
Meals
All Medical – physicians, medication, emergencies, etc.
Other various and sundry expenses (visits to other businesses, entertainment, etc.).
Buyer will be responsible for shipping costs of training materials in all cases.
6.
Notices. All notices under, or in connection with, this Letter Agreement will be given in writing by means of an overnight courier service or facsimile transmission, with a copy by e-mail, to the respective addresses or facsimile numbers given below or such other address or facsimile number as the recipient may have notified to the sender in writing. Any notice is deemed given when received by the recipient (or if receipt is refused by the recipient, when so refused).
To Buyer
To General Electric Company
Willis Lease Finance Corporation
60 East Sir Francis Drake Boulevard, Suite 209
Larkspur, CA 94939

Attention:

Telephone:

Email:
GE Aviation
One Neumann Way, MD F104
Cincinnati, OH 45215

Attention:

Telephone:

Email:

7.
Miscellaneous.
a)
Benefit of Agreement. Neither Buyer nor Seller shall assign or transfer all or any of its rights or obligations under this Letter Agreement; provided, however, WLFC may cause any affiliate to take title to any Spare Engine at delivery in accordance with this Letter Agreement and the GTA.
b)
Counterparts. This Letter Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

    
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GE PROPRIETARY INFORMATION
(subject to restrictions on first page)

LETTER AGREEMENT NO. 4


8.
Obligations. The obligations set forth in this Letter Agreement are in addition to the obligations set forth in the GTA. In the event of conflict between the terms of this Letter Agreement and the terms of the GTA, the terms of this Letter Agreement shall take precedence. Terms which are capitalized but not otherwise defined herein shall have the meaning given to them in Article I of the GTA.

9.
Confidentiality of Information. This Letter Agreement contains information specifically for Buyer and GE, and nothing herein contained shall be divulged by Buyer or GE to any third person, firm or corporation, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld; except that prior written consent shall not be required (i) for disclosure by GE of this Letter Agreement, to an Engine program participant, joint venture participant, engineering service provider or consultant to GE so as to enable GE to perform its obligations under this Letter Agreement or to provide informational data; (ii) for disclosure by Buyer of this Letter Agreement and related data given by GE to Buyer to Buyer’s subsidiaries and affiliates, including, Willis Engine Structured Trust V, Willis Engine Structured Trust IV, Willis Engine Structured Trust III, Willis Engine Securitization Trust II, Willis Aeronautical Services, Inc., Willis Asset Management Limited, CASC Willis Engine Lease Company Limited and Willis Mitsui & Co Engine Support Limited; (iii) to the extent required by Government agencies, by law, or to enforce this Letter Agreement; and (iv) to the extent necessary for disclosure to the Parties’ respective insurers, accountants or other professional advisors who must likewise agree to be bound by the provisions of this paragraph. In the event (i), (ii) or (iv) occur, suitable restrictive legends limiting further disclosure shall be applied. In the event this Letter Agreement, or other GE information or data is required to be disclosed or filed by government agencies by law, or by court order, Buyer shall notify GE at least thirty (30) days in advance of such disclosure or filing and shall cooperate fully with GE in seeking confidential treatment of sensitive terms of this Letter Agreement.










    
6
GE PROPRIETARY INFORMATION
(subject to restrictions on first page)

LETTER AGREEMENT NO. 4



Please indicate your agreement with the foregoing by signing two (2) duplicate originals as provided below.

Very truly yours,

WILLIS LEASE FINANCE
CORPORATION
GENERAL ELECTRIC
COMPANY

/s/ Brian R. Hole

/s/ Michael P. Munz
SIGNATURE
SIGNATURE

Brian R. Hole

Michael P. Munz
PRINTED NAME
PRINTED NAME

President

GM – N. America Sales
TITLE
TITLE

March 31, 2020

March 31, 2020
EXECUTION DATE
EXECUTION DATE
 
 





    
7
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(subject to restrictions on first page)

LETTER AGREEMENT NO. 4


ATTACHMENT A




Spare Engines or [**] Delivery Schedule


[**]






    
A-1
GE PROPRIETARY INFORMATION
(subject to restrictions on first page)

LETTER AGREEMENT NO. 4


ATTACHMENT B - PRICE


PRICES FOR NEW [**] SPARE ENGINE

Prices Applicable to Deliveries through [**]

Item


[**]
Price
March 2020 US Dollars

[**]

A.    Prices are effective for basic Spare Engine (including associated equipment and maximum climb thrust increase), Option Equipment and Modules delivered to WLFC by GE on or before [**]. The prices are Ex Works, [**], or point of manufacture, subject to adjustment for escalation, and WLFC shall be responsible, upon delivery, for the payment of all taxes, duties, fees or other similar charges.

B.    The [**] pricing is for reference only. Actual price will be based on vendor catalog price in effect at the time of delivery.

C.    [**]definition subject to change by GE based on modifications in configuration, assembly processes, and/or shipping requirements.










    
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LETTER AGREEMENT NO. 4


ATTACHMENT C
Conditions For Delay/Cancellation
1.     Cancellation of Spare Engines
Buyer recognizes that harm or damage will be sustained by GE if Buyer fails to accept delivery of the Spare Engines when duly tendered. Within [**] calendar days of any such cancellation or failure to accept delivery occurs, Buyer shall remit to GE a cancellation charge equal to [**] of the new Spare Engine base price, and a cancellation charge equal to [**] of the used Spare Engine base price in accordance with Attachment B hereto.
The Parties acknowledge such cancellation charge to be a reasonable estimate of the minimum harm or damage to GE in such circumstances.
GE shall retain any progress payments or other deposits made to GE for any such cancelled Engine or failure to accept delivery. Such progress payments will be applied to the cancellation charge for such Engine, Progress payments held by GE in respect of any such Engine which are in excess of such amounts will be promptly refunded to Buyer, provided Buyer is not then in arrears on other amounts owed to GE.
[**]
In addition, if GE is unable or unwilling to deliver good and marketable title to each of the Spare Engines in their then current unfinished state (as further described in the applicable bill of sale) on or before [**], at its option, Buyer may withhold payment for the Spare Engines until GE produces the required documentation.




    
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GE PROPRIETARY INFORMATION
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LETTER AGREEMENT NO. 4


ATTACHMENT D

[**]










    
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LETTER AGREEMENT NO. 4


ATTACHMENT E

FORM OF

CERTIFICATE OF ACCEPTANCE

Willis Lease Finance Corporation (“Buyer”) hereby delivers this Certificate of Acceptance pursuant to the Letter Agreement dated as of 31 March 2020, by and between General Electric Company (“Seller”) and Buyer (the “Engine Sales Agreement”), in connection with the sale by Seller to Buyer of the new General Electric model [**] aircraft engines bearing the manufacturer’s serial number (the “Engines”) Engines: [**]; and acknowledges and agrees as follows:
(a)
The Engines currently require [**]. Seller is obligated to complete [**], at no further cost to or consideration from Buyer no later than [**];

(b) Buyer has agreed to accept the Engines, including all technical records, and is satisfied the Engines conform with the delivery condition requirements as set forth in the Engine Sales Agreement, with the exception of the completion of [**] identified above; and
(c)
Upon completion of [**], Buyer shall furnish an Addendum to the Certificate of Acceptance acknowledging completion of [**]; provided, however, the existence of [**] or execution of any Addendum to this Certificate of Acceptance shall not effect Buyer’s acceptance of the Engines as of the date hereof.
Date:



Willis Lease Finance Corporation

By:

Name:             

Title:                 



    
E-1
GE PROPRIETARY INFORMATION
(subject to restrictions on first page)

LETTER AGREEMENT NO. 4


ATTACHMENT F

FORM OF

BILL OF SALE


Pursuant to the Letter Agreement, dated [DATE], by and between Willis Lease Finance Corporation and General Electric Company (“Seller”) (the “Engine Sales Agreement”), and for and in consideration of the purchase price, and other good and valuable consideration, the payment of which is described in the Engine Sales Agreement, Seller, the owner of full legal and beneficial title to:
Identification of the Engine
Engine Model            Engine Serial Number
[**]                xxx-xxx


has as of the 31st day of March, sold, granted, transferred and delivered all right, title, and interest in and to the above listed engine (the “Engine”) to Willis Lease Finance Corporation (“Buyer”), and to its successors and assigns, to have and to hold said Engine forever. The Engine currently requires [**]. Seller is obligated to complete [**], at no further cost to or consideration from Buyer no later than [**]. Upon completion of [**], Seller shall furnish an Addendum to the Bill of Sale acknowledging completion of [**]; provided, however, the existence of [**] or execution of the Addendum thereto shall not effect the good and marketable title to the Engine conveyed to Buyer on the date hereof.

Seller hereby warrants to Buyer that at the time of delivery of the Engine to Buyer, Seller was the lawful owner of the Engine with good title thereto; that the Engine is free from all claims, liens, encumbrances and rights of others; that Seller has good and lawful right to sell the Engine; that there is hereby conveyed to Buyer on the date hereof good and marketable title to the Engine free and clear of all liens, claims, charges and encumbrances and that Seller will warrant and defend such title against all claims and demands of all persons, whomsoever arising from any event or condition occurring prior to the delivery of the Engine by Seller to Buyer.

This Bill of Sale will be governed in accordance with the laws of the State of New York, U.S.A.; except, that New York conflict of law rules will not apply if the result would be the application of the laws of another jurisdiction.







    
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LETTER AGREEMENT NO. 4



The undersigned has caused this Bill of Sale to be signed by a duly authorized officer as of this ______day of [Month, Year].
GENERAL ELECTRIC COMPANY

        
By: ____________________________________

Printed Name: ___________________________

Title: __________________________________



    
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LETTER AGREEMENT NO. 4


ATTACHMENT G

ADDENDUM TO

BILL OF SALE & CERTIFICATE OF ACCEPTANCE

Pursuant to (i) the Bill of Sale dated March 31 2020, by General Electric Company (“Seller”) (the “Bill of Sale”), Seller sold, granted, transferred and delivered all right, title, and interest in and to the [**] engine having engine serial number xxx-xxx (the “Engine”) to Willis Lease Finance Corporation (“Buyer”) on March 31 2020 ("Sale Date"), and (ii) the Certificate of Acceptance dated March 31 2020, delivered by Buyer, Seller and Buyer now wish to agree and acknowledge that the [**] have now been completed and acknowledged as such by the execution of this Addendum. Execution of this Addendum, however, shall not effect the transfer of good and marketable title to the Engine conveyed to Buyer on the Sale Date.

This Addendum will be governed in accordance with the laws of the State of New York, U.S.A.; except, that New York conflict of law rules will not apply if the result would be the application of the laws of another jurisdiction.

The undersigned has caused this Addendum to be signed by duly authorized officers as of this ___ day of [Month, Year].

GENERAL ELECTRIC COMPANY


By: ___________________________________

Printed Name:___________________________

Title: __________________________________

WILLIS LEASE FINANCE CORPORATION

By: ___________________________________

Printed Name:___________________________

Title: __________________________________


    
G-1
GE PROPRIETARY INFORMATION
(subject to restrictions on first page)


Exhibit 31.1
CERTIFICATIONS
I, Charles F. Willis IV, certify that:
1. I have reviewed this report on Form 10-Q of Willis Lease Finance Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
May 6, 2020
 
/s/ Charles F. Willis, IV
 
 
 
Charles F. Willis, IV
 
 
 
Chief Executive Officer
 
 
 
Chairman of the Board




Exhibit 31.2
CERTIFICATIONS
I, Scott B. Flaherty, certify that:
1. I have reviewed this report on Form 10-Q of Willis Lease Finance Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
May 6, 2020
 
/s/ Scott B. Flaherty
 
 
 
Scott B. Flaherty
 
 
 
Chief Financial Officer




Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, in his or her capacity as an officer of Willis Lease Finance Corporation (the “Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his or her knowledge:
the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2020 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.
Dated: May 6, 2020
 
 
 
/s/ Charles F. Willis, IV
 
 Charles F. Willis, IV
 
 Chief Executive Officer
 
 Chairman of the Board
 
 
 
/s/ Scott B. Flaherty
 
 Scott B. Flaherty
 
 Chief Financial Officer