Exhibit 10.23


 


EXECUTION VERSION




 





 


 


WILLIS ENGINE SECURITIZATION TRUST,


as issuer of Series 2008-A1
Notes,


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


as Indenture
Trustee


 






 


SERIES 2008-A1 SUPPLEMENT


 


Dated as of March 28,
2008


 


to


 


INDENTURE


 


amended and
restated as of December 13, 2007


 






 


SERIES 2008-A1 NOTES




 


 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS; CALCULATION
  GUIDELINES

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  CREATION OF THE SERIES 2008-A1
  NOTES

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Designation

  	
  5

  
	
  Section 2.02.

  	
  Authentication and Delivery

  	
  6

  
	
  Section 2.03.

  	
  Interest Payments on the
  Series 2008-A1 Notes

  	
  7

  
	
  Section 2.04.

  	
  Principal Payments on the
  Series 2008-A1 Notes

  	
  8

  
	
  Section 2.05.

  	
  Prepayment of Principal on the
  Series 2008-A1 Notes

  	
  8

  
	
  Section 2.06.

  	
  Manner of Payment

  	
  9

  
	
  Section 2.07.

  	
  Restrictions on Transfer

  	
  9

  
	
  Section 2.08.

  	
  Final Maturity Date

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  NOTE PROCEEDS; SERIES 2008-A1
  ACCOUNT,

  
	
  APPLICATION OF AMOUNTS THEREIN

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Application of Note Proceeds

  	
  9

  
	
  Section 3.02.

  	
  Series 2008-A1
  Series Account

  	
  10

  
	
  Section 3.03.

  	
  Distributions from
  Series 2008-A1 Series Account

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  CONDITIONS PRECEDENT TO
  OBLIGATIONS OF SERIES 2008-A1 HOLDERS

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Conditions Precedent to Obligations
  of Series 2008-A1 Holders to Purchase Series 2008-A1 Notes

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Indenture Representations and
  Warranties

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Ratification of Indenture

  	
  13

  
	
  Section 6.02.

  	
  Counterparts

  	
  13

  
	
  Section 6.03.

  	
  Governing Law; Jurisdiction

  	
  13

  



 


i

















 


	
  Section 6.04.

  	
  Notices to Rating Agencies

  	
  13

  
	
  Section 6.05.

  	
  Statutory References

  	
  14

  
	
  Section 6.06.

  	
  Amendments and Modifications

  	
  14

  
	
  Section 6.07.

  	
  Waiver of Jury Trial

  	
  14

  
	
  Section 6.08.

  	
  Appointment of Representative

  	
  14

  
	
  Section 6.09.

  	
  Tax Matters

  	
  14

  
	
   

  	
   

  	
   

  
	
  EXHIBIT

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of
  Series 2008-A1 Note

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  Minimum Targeted Principal
  Balance and Scheduled Targeted Principal Balance by Payment Date

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2

  	
  2008 Engines

  	
   

  



 


ii

















 


This SERIES 2008-A1 SUPPLEMENT, dated as of March 28, 2008 (as
amended, modified or supplemented from time to time, this “Supplement”
or the “Series 2008-A1 Supplement”), issued pursuant to, and incorporating the terms of, the
Indenture, dated as of August 9, 2005 and amended and restated as of December 13,
2007 (as previously supplemented and as further amended, modified or
supplemented from time to time, the “Indenture”), is
entered into between WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory
trust (“WEST”), and DEUTSCHE BANK TRUST COMPANY
AMERICAS, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”).


 


WITNESSETH
THAT:


 


WHEREAS, the
Controlling Trustees of WEST have authorized the issuance of a Series of
Additional Notes, to be issued as Series A Term Notes, the proceeds of
which are to be used in part to refinance the Series 2005-A2 Warehouse
Notes and in part to fund the acquisition of the Additional Engines described
in Schedule 2 hereto (the “2008 Engines”,
as designated in such Schedule 2); and


 


WHEREAS, WEST
and the Indenture Trustee wish to set forth the Principal Terms of such
Additional Notes to be issued pursuant to this Supplement and designated as “Series 2008-A1
Floating Rate Secured Notes”.


 


NOW THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:


 


ARTICLE I


 


DEFINITIONS; CALCULATION GUIDELINES


 


Section 1.01.          Definitions.  (a) 
Capitalized terms used herein and not otherwise defined shall have the meaning
set forth in the Indenture. Whenever used in this Supplement, the following
words and phrases shall have the following meanings, and the definitions of
such terms are applicable to the singular as well as the plural forms of such
terms and to the masculine as well as to the feminine and neuter genders of
such terms.


 


“Acquisition Redemption Date” shall have the meaning set
forth in Section 2.05(b) hereof.


 


“Additional Interest” means, for the Series 2008-A1
Notes, interest at the Series 2008-A1 Stated Rate on the aggregate amount
of any unpaid interest on the Series 2008-A1 Notes (including any unpaid
portion of the Stated Interest Amount and any Additional Interest Amount).


 


“Additional Interest Amount” means, for any Payment Date for
the Series 2008-A1 Notes, an amount equal to the Additional Interest for
the Series 2008-A1 Notes on the aggregate amount of unpaid interest
(including any unpaid portion of any Stated Interest Amount and any Additional
Interest Amount for the Series 2008-A1 Notes and the other amounts
described in Section 2.03(b) hereof) that was due and payable (but
not paid) on, or with respect to, the Series 2008-A1 Notes on any prior
Payment Date. The
amount described in the preceding


 

















 


sentence constitutes the
Additional Interest Amount for the Series 2008-A1 Notes for purposes of
Sections 3.13 and 3.14 of the Indenture.


 


“Calyon” means Calyon Securities (USA)
Inc.


 


“Closing Date” means March 28, 2008.


 


“Delivery
Period” means, with respect to the 2008 Engines being
acquired with the proceeds of the Series 2008-A1 Notes, the period
beginning on the Closing Date and ending on the date that is ninety (90) days
from the Closing Date or, if earlier, the date on which an Early Amortization
Event or an Event of Default occurs.


 


“Holder Indemnified Amounts”
means indemnification payments as provided for in Article 7 of the Series 2008-A1
Note Purchase Agreement.


 


“Interest Amount” means, for any Payment Date for the Series 2008-A1
Holders, an amount equal to the sum of the Stated Interest Amount and the
Additional Interest Amount due and payable on the Series 2008-A1 Notes on
such Payment Date.


 


“Issuance Expenses” means (a) the structuring and
underwriting fees payable to Calyon in respect of the issuance of the Series 2008-A1
Notes, and (b) the portion of the expenses of Calyon that are allocable to
the Series 2008-A1 Notes, as agreed by WEST and such parties.


 


“Majority of Holders”
means, with respect to the Series 2008-A1 Notes as of any date of
determination, Series 2008-A1 Holders that, individually or in the
aggregate, own Series 2008-A1 Notes representing more than fifty percent
(50%) of the then aggregate Outstanding Principal Balance of the Series 2008-A1
Notes.


 


“Minimum Targeted Principal
Balance” means, for the Series 2008-A1 Notes for each Payment
Date, the amount set forth opposite such Payment Date on Schedule 1 hereto
under the column entitled “Minimum Targeted Principal Balance”, as adjusted
from time to time pursuant to Section 2.04(b) or Section 2.05(c) hereof.


 


“One-Month LIBOR”
means, for any Interest Accrual Period, LIBOR, as defined in the Indenture, for
the Specified Period as of the Reference Date for such Interest Accrual Period.


 


“Optional Redemption” means a voluntary prepayment by WEST of
all or a portion of the Outstanding Principal Balance of the Series 2008-A1
Notes in accordance with the terms of this Supplement.


 


“Optional Redemption Date” shall have the meaning set forth
in Section 2.05(a) hereof.


 


“Private Placement Memorandum” means the Private Placement Memorandum,
dated March 24, 2008, prepared by WEST in connection with the offering of
the Series 2008-A1 Notes.


 


2

















 


“Rating Agencies” means
Fitch and Moody’s.


 


“Redemption Premium” shall mean, for any Optional Redemption,
the applicable Redemption Premium calculated as a percentage of the Outstanding
Principal Balance of the Series 2008-A1 Notes being redeemed in such
Optional Redemption depending on the date of the Optional Redemption, as set
forth below.  No Redemption Premium shall
be payable in any Acquisition Balance Redemption:


 




	
  Redemption Date

  	
   

  	
  Redemption Premium

  Percentage

  	
   

  
	
  After the Initial Closing Date and on or
  before the first anniversary of the Closing Date

  	
   

  	
  2

  	
  %

  
	
  After the first anniversary of the Closing
  Date and on or before the second anniversary of the Closing Date

  	
   

  	
  1

  	
  %

  
	
  After the second anniversary of the Closing
  Date

  	
   

  	
  0

  	
  %

  






 


“Redemption Price” shall mean, in any Optional Redemption,
the Outstanding Principal Balance of the Series 2008-A1 Notes in an
Optional Redemption in whole, and the portion of the Outstanding Principal
Balance being redeemed in an Optional Redemption in part, in each case together
with the Redemption Premium, if any, as of the applicable Redemption Date
specified in the definition of “Redemption Premium.”


 


“Refinancing Expenses” means all out-of-pocket
costs and expenses incurred in connection with an offering and issuance of the Series 2008-A1
Notes.


 


“Scheduled Targeted Principal
Balance” means for the Series 2008-A1 Notes for each Payment
Date, the amount set forth opposite such Payment Date on Schedule 1 hereto
under the column entitled “Scheduled Targeted Principal Balance”, as adjusted
from time to time pursuant to Section 2.04(b) or Section 2.05(c) hereof.


 


“Series 2008-A1 144A Book
Entry Note” means a Series 2008-A1 Note represented
by a single permanent global note in fully registered form, without coupons,
the form of which shall be substantially in the form attached as Exhibit A
hereto, with the legends required by Section 2.02 of the Indenture for a
144A Book-Entry Note (as defined in the Indenture) inscribed thereon.


 


3

















 


“Series 2008-A1  Definitive
Notes” means Series 2008-A1 Notes in the form attached as Exhibit A
hereto, with the applicable legend for Definitive Notes required by Section 2.02
of the Indenture inscribed on the face thereof.


 


“Series 2008-A1 Expected
Final Payment Date” means March 15, 2021.


 


“Series 2008-A1 Final Maturity Date”
means December 15, 2032.


 


“Series 2008-A1
Holders” means, on the Closing Date, the Persons named as Series 2008-A1
Holders in the Series 2008-A1 Note Purchase Agreement and, at any time of
determination thereafter, any Person in whose name a Series 2008-A1 Note
is registered in the Register.


 


“Series 2008-A1
Note Purchase Agreement” means the Series 2008-A1 Note Purchase
and Loan Agreement, dated as of March 25, 2008, among WEST, the Administrative Agent
and the Series 2008-A1 Holders, as amended, modified or supplemented from
time to time in accordance with its terms.


 


“Series 2008-A1 Notes”
means the Series of Notes designated as the “Series 2008-A1 Floating
Rate Secured Notes” to be issued on the Closing Date and having the terms and
conditions specified in this Supplement, substantially in the form of Exhibit A
hereto, and including any and all replacements, extensions, substitutions or
renewals of such Notes.


 


“Series 2008-A1  Regulation
S Temporary Book Entry Notes” means Series 2008-A1 Notes in the
form attached as Exhibit A hereto, with the applicable legend for
Regulation S Temporary Book Entry Notes required by Section 2.02 of the
Indenture inscribed on the face thereof.


 


“Series 2008-A1 Series Account”
means the Series Account of that name established in accordance with Section 3.02
hereof and Sections 3.01 and 3.09 of the Indenture.


 


“Series 2008-A1 Stated Rate”
means, for each Interest Accrual Period, One-Month LIBOR plus 1.50% per annum.


 


“Series 2008-A1 Transaction
Documents” means any and all of this Supplement, the Series 2008-A1
Notes, and the other Related Documents, as any of the foregoing may from time
to time be amended, modified, supplemented or renewed.


 


 “Series 2008-A1
Unrestricted Book-Entry Notes”
means Series 2008-A1 Notes in the form of Exhibit A hereto, with the
applicable legend required by Section 2.02 of the Indenture for
Unrestricted Book-Entry Notes inscribed on the face thereof.


 


“Series 2008-B1
Holders” means, on the Closing Date, the Persons named as Series 2008-B1
Holders in the Series 2008-B1 Note Purchase Agreement and, at any time of
determination thereafter, any Person in whose name a Series 2008-B1 Note
is registered in the Register.


 


4

















 


“Series 2008-B1 Notes” means the notes issued pursuant
to the Series 2008-B1 Note Purchase Agreement and the Series 2008-B1
Supplement.


 


“Series 2008-B1
Note Purchase Agreement” means the Series 2008-B1 Note Purchase
and Loan Agreement, dated as of March 25, 2008, among WEST, the Administrative Agent
and the Series 2008-B1 Holders, as amended, modified or supplemented from
time to time in accordance with its terms.


 


“Series 2008-B1 Supplement” means the Series 2008-B1 Supplement
to the Indenture, dated as of March 28, 2008, between WEST and the Indenture Trustee, as amended, modified
or supplemented from time to time in accordance with its terms.


 


“Specified Period” means one month.


 


“Stated Interest Amount” means, for any Payment Date for the Series 2008-A1
Notes, an amount equal to the sum for each day during the related Interest
Accrual Period of accrued and unpaid interest at the Series 2008-A1 Stated
Rate on the Outstanding Principal Balance of the Series 2008-A1 Notes on
such date. The
amount described in the preceding sentence constitutes the Stated Interest
Amount for the Series 2008-A1 Notes for purposes of Sections 3.13 and 3.14
of the Indenture.


 


“Supplemental Principal Payment Amount” means, for the Series 2008-A1
Notes on any Payment Date, the amount (if any) of a Series A Supplemental
Principal Payment Amount allocated and paid to the Series 2008-A1 Notes on
such Payment Date in accordance with the provisions of Sections 3.14 and 3.15(b) of
the Indenture and Sections 2.04(a) and 3.03 hereof.


 


“Willis” means Willis Lease Finance Corporation, a Delaware
corporation.


 


(b)           The conventions of construction and
usage set forth in Section 1.02 of the Indenture are hereby incorporated
by reference in this Supplement.


 


ARTICLE II


 


CREATION OF THE SERIES 2008-A1 NOTES


 


Section 2.01.          Designation.


 


(a)           There is
hereby created a Series of Series A Term Notes to be issued pursuant
to the Indenture and this Supplement and to be known as the “Series 2008-A1
Floating Rate Secured Notes”, referred to herein as the “Series 2008-A1
Notes”.  The Series 2008-A1 Notes
will be issued in the initial principal balance of $212,384,958.00 and will not
have priority over any other Series of Series A Notes except to the
extent set forth in the Supplement for such other Series and the
Indenture. The Series Issuance Date of the Series 2008-A1 Notes is March 28,
2008.  The Series 2008-A1 Notes are
classified as “Term Notes”, “Series A Notes”,  “Series A Term Notes”, and “Floating
Rate Notes”, as each such term is used in the Indenture. The Series 2008-A1
Notes will be rated on the Closing Date by each of Moody’s and Fitch.


 


5

















 


(b)           The first
Payment Date with respect to the Series 2008-A1 Notes shall be on April 15,
2008.


 


(c)           Payments
of principal on the Series 2008-A1 Notes shall be made from funds on
deposit in the Series 2008-A1 Series Account or otherwise at the
times and in the amounts set forth in Article III of the Indenture and
Sections 2.04, 2.05 and 3.03 of this Supplement.


 


(d)           In the
event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Indenture, the terms
and provisions of this Supplement shall govern.


 


Section 2.02.          Authentication
and Delivery.


 


(a)           On the Series Issuance
Date, WEST shall sign, and shall direct the Indenture Trustee in writing
pursuant to Section 2.01(c) of the Indenture to duly authenticate and
deliver, and the Indenture Trustee, upon receiving such direction, subject to
compliance with the conditions precedent set forth in Section 4.01 hereof,
(i) shall authenticate the Series 2008-A1 Notes in accordance with
such written direction and (ii) shall deliver such Series 2008-A1
Notes to the Series 2008-A1 Holders, in accordance with such written
direction.


 


(b)           The Series 2008-A1
Notes are not being registered with the SEC and may not be sold, transferred or
otherwise disposed of except in compliance with the provisions of the Indenture
and except as follows:


 


(i)            to Persons that the transferring
Person reasonably believes are Qualified Institutional Buyers, in reliance on
the exemption from the registration requirements of the Securities Act provided
by Rule 144A;


 


(ii)           in offshore transactions in reliance
on Regulation S;


 


(iii)          to Institutional Accredited Investors
that deliver an Investment Letter to the Indenture Trustee;


 


(c)           In
accordance with Section 2.01(e) of the Indenture, the Series 2008-A1
Notes resold in reliance on Rule 144A shall be represented by one Series 2008-A1
144A Book-Entry Note. Any Series 2008-A1 Notes sold in reliance on
Regulation S shall initially be represented by one Series 2008-A1
Regulation S Temporary Book-Entry Note and shall be exchangeable for interests
in the related Unrestricted Book-Entry Note. Any Series 2008-A1 Notes sold
to Institutional Accredited Investors shall be represented by one or more Series 2008-A1
Definitive Notes.


 


(d)           The Series 2008-A1
Notes shall be executed by manual or facsimile signature on behalf of WEST and
authenticated by a Responsible Officer of the Indenture Trustee and shall be
substantially in the form of Exhibit A hereto, as applicable, with the
appropriate legend required by Section 2.02 of the Indenture inscribed on
the face thereof.


 


6

















 


(e)           The Series 2008-A1
Notes shall be issued in minimum denominations of $100,000 and in integral
multiples of $1,000 in excess thereof.


 


Section 2.03.          Interest
Payments on the Series 2008-A1 Notes.


 


(a)           Interest
on Series 2008-A1 Notes. 
Interest on each Series 2008-A1 Note shall (i) accrue during
each Interest Accrual Period at the Series 2008-A1 Stated Rate, (ii) be
calculated on the basis of actual days elapsed over a year of 360 days, (iii) be
due and payable in arrears on each Payment Date, and (iv) be calculated
based on the Outstanding Principal Balance of such Series 2008-A1 Note
during such Interest Accrual Period. All amounts of the
Stated Interest Amount for Series 2008-A1 Notes shall be due and payable
on the earlier to occur of (i) the date on which the Series 2008-A1
Notes have been accelerated in accordance with the provisions of Section 4.02
of the Indenture and (ii) the Series 2008-A1 Final Maturity Date.  The Administrative Agent shall include in the
Monthly Report delivered to the Series 2008-A1 Holders the Series 2008-A1
Stated Rate for the Interest Accrual Period beginning in the month after the
month covered by such Monthly Report.


 


(b)           Additional
Interest.  If WEST shall fail to pay
the Stated Interest Amount on any Series 2008-A1 Note when due, or any
other amount becoming due under this Supplement (other than payments of
principal on the Series 2008-A1 Notes), WEST shall, from time to time, pay
Additional Interest on such unpaid amounts, to the extent permitted by
Applicable Law, to, but not including, the date of actual payment (after as
well as before judgment), for the period during which such interest or other
amount shall be unpaid from the due date of such payment to the date of actual
payment thereof. Any such interest shall be payable at the times and subject to
the priorities set forth in Section 3.03 of this Supplement and Section 3.14
of the Indenture.  All
amounts of Additional Interest shall be due and payable on the earlier to occur
of (i) the date on which the Series 2008-A1 Notes have been
accelerated in accordance with the provisions of Section 4.02 of the
Indenture and (ii) the Series 2008-A1 Final Maturity Date.


 


(c)           Maximum
Interest Rate.  In no event shall the
interest charged with respect to a Series 2008-A1 Note exceed the maximum
amount permitted by Applicable Law.  If
at any time the Interest Amount charged with respect to the Series 2008-A1
Notes exceeds the maximum rate permitted by Applicable Law, the rate of
interest to accrue pursuant to this Supplement and such Series 2008-A1
Note shall be limited to the maximum rate permitted by Applicable Law, but any
subsequent reductions in the One-Month LIBOR shall not reduce the interest to
accrue on such Series 2008-A1 Note below the maximum amount permitted by
Applicable Law until the total amount of interest accrued on such Series 2008-A1
Note equals the amount of interest that would have accrued if a varying rate
per annum equal to the interest rate had at all times been in effect.  If the total amount of interest paid or
accrued on the Series 2008-A1 Note under the foregoing provisions is less
than the total amount of interest that would have accrued if the interest rate
had at all times been in effect, WEST agrees to pay to the Series 2008-A1
Holders an amount equal to the difference between (a) the lesser of (i) the
amount of interest that would have accrued if the maximum rate permitted by
Applicable Law had at all times been in effect, or (ii) the amount of
interest that would have accrued if the interest rate had at all times been
equal to the Interest Amount, and (b) the amount of interest accrued in
accordance with the other provisions of this Supplement.


 


7

















 


Section 2.04.          Principal
Payments on the Series 2008-A1 Notes.


 


(a)           The
Minimum Principal Payment Amount and the Scheduled Principal Payment Amount
calculated for the Series 2008-A1 Notes for each Payment Date shall be
payable to the Holders of the Series 2008-A1 Notes on each Payment Date
from amounts deposited in the Series 2008-A1 Series Account on such
Payment Date as provided in Section 3.14 of the Indenture and Section 3.03
of this Supplement.  In addition, any
portion of the Supplemental Principal Payment Amount for any Payment Date
allocated to the Series 2008-A1 Notes pursuant to Section 3.15(b) of
the Indenture shall be payable to the Holders of the Series 2008-A1 Notes
on such Payment Date from amounts deposited in the Series 2008-A1 Series Account
as provided in Section 3.14 of the Indenture and Section 3.03 of this
Supplement.  So long as an Early
Amortization Event or an Event of Default is then continuing, then, in addition
to the foregoing, the Outstanding Principal Balance of the Series 2008-A1
Notes shall be payable on each Payment Date to the extent that amounts are
available for such purpose in accordance with the provisions of Section 3.14
of the Indenture and Section 3.03 of this Supplement. The unpaid principal
amount of the Series 2008-A1 Notes together with all unpaid interest
(including all Additional Interest), fees, expenses, costs and other amounts
payable by WEST pursuant to the terms of the Indenture and this Supplement
shall be due and payable in full on the Series 2008-A1 Final Maturity
Date.


 


(b)           The
Minimum Targeted Principal Balances and the Scheduled Targeted Principal
Balances for the Series 2008-A1 Notes shall be adjusted at the times and
in the manner indicated in Section 3.19 of the Indenture.


 


Section 2.05.          Prepayment
of Principal on the Series 2008-A1 Notes.


 


(a)           WEST will
have the option to prepay, in an Optional Redemption on any Payment Date (each
such Payment Date, an “Optional Redemption Date”)
all, or any portion, of the Outstanding Principal Balance of the Series 2008-A1
Notes on such Payment Date, in a minimum amount of Two Hundred Fifty Thousand
Dollars ($250,000), in the case of any prepayment in part, for the applicable
Redemption Price as of such Optional Redemption Date, provided
that, as a condition to any such prepayment in part, the Outstanding Principal
Balance of the Series 2008-B1 Notes shall be prepaid by a proportionate
amount to the Series 2008-B1 Holders, such prepayment to be made as
provided in the Series 2008-B1 Supplement. 
WEST may not make such prepayment from funds in the Collections Account,
except to the extent that funds in any such Account would otherwise be payable
to WEST in accordance with the terms of this Supplement and the Indenture, and
may make any such prepayment in part from funds in the Series 2008-A1 Series Account,
provided that funds in such Account may
be used to fund a prepayment in whole but not in part. Any Optional Redemption
in connection with a Refinancing funded with the proceeds of Additional Notes
must be in whole, and any other Optional Redemption financed with funds other
than funds in the Collections Account or the proceeds of Additional Notes may
be in whole or in part.


 


(b)           If there
is any Balance in the Engine Acquisition Account at the end of the Delivery
Period beginning on the Closing Date, the portion thereof allocated to the Series 2008-A1
Notes in accordance with Section 3.03(b) of the Indenture shall be
applied to the prepayment of the Series 2008-A1 Notes as provided in Section 3.16(b) of
the Indenture on the next


 


8

















 


succeeding
Payment Date (the “Acquisition Redemption
Date”) after the end of such Delivery Period.


 


(c)           The
Minimum Targeted Principal Balances and the Scheduled Targeted Principal
Balances on any Optional Redemption Date for an Optional Redemption in part or
on the Acquisition Redemption Date, as applicable, and on each succeeding
Payment Date shall be adjusted as provided in Section 3.19(b) of the
Indenture.


 


Section 2.06.          Manner of Payment. 
All payments of principal and interest on the Series 2008-A1 Notes
payable on each Payment Date shall be paid to the Series 2008-A1 Holders
reflected in the Register as of the related Record Date by wire transfer of
immediately available funds for receipt prior to 1:00 p.m. (New York City
time) on such Payment Date. Any payments received by the Series 2008-A1
Holders after 1:00 p.m. (New York City time) on any day shall be
considered to have been received on the next succeeding Business Day.


 


Section 2.07.          Restrictions on Transfer.  On the Closing Date, WEST shall sell,
pursuant to the Series 2008-A1 Note Purchase Agreement, the Series 2008-A1
Notes to the Persons named as Series 2008-A1 Holders in the Series 2008-A1
Note Purchase Agreement and deliver such Series 2008-A1 Notes in
accordance herewith and therewith. Thereafter, no Series 2008-A1 Note may
be sold, transferred or otherwise disposed of except in compliance with the
provisions of the Indenture, this Supplement and the Series 2008-A1 Note
Purchase Agreement. Except as provided in the Indenture, the Indenture Trustee
shall have no obligations or duties with respect to determining whether any
transfers of the Series 2008-A1 Notes are made in accordance with the
Securities Act or any other law; provided
that with respect to Series 2008-A1 Definitive Notes, the Indenture
Trustee shall enforce such transfer restrictions in accordance with the terms
set forth in this Supplement.


 


Section 2.08.          Final Maturity Date. 
The
unpaid principal amount of the Series 2008-A1 Notes together with all
unpaid interest (including all Additional Interest), fees, expenses, costs and
other amounts payable by WEST pursuant to the terms of the Indenture, this
Supplement and the other Series 2008-A1 Transaction Documents shall be due
and payable in full on the earlier to occur of (i) the date on which the Series 2008-A1
Notes have been accelerated in accordance with the provisions of Section 4.02
of the Indenture and (ii) the Series 2008-A1 Final Maturity Date.


 


ARTICLE III


 


NOTE PROCEEDS; SERIES 2008-A1 ACCOUNT, 

APPLICATION OF AMOUNTS THEREIN


 


Section 3.01.          Application of Note Proceeds.  The Administrative Agent shall, on the Closing Date, upon the Operating
Bank’s receipt of the Net Proceeds of the Series 2008-A1 Notes and the Series 2008-B1
Notes, make, or direct the Operating Bank in writing to make, the following
transfers, payments and deposits as set forth below:


 


9
















 


(i)            pay to such Persons as shall be specified by the
Administrative Agent such Issuance Expenses and Refinancing Expenses as shall
be due and payable in connection with the issuance and sale of the Series 2008-A1
Notes and the Series 2008-B1 Notes;


 


(ii)           deposit in the Junior Restricted Cash Account, out of the
Net Proceeds of the Series 2008-B1 Notes, the amounts specified in Section 3.05
of the Indenture, as determined for such Closing Date;


 


(iii)          transfer funds to Willis, in the amount specified as the
Allocated Amounts for the 2008 Engines in the Asset Transfer Agreement (as
defined in the Private Placement Memorandum), out of the Net Proceeds of the Series 2008-A1
Notes and the Series 2008-B1 Notes, provided, that
such direction shall be accompanied by a written notice of the Administrative
Agent that all of the conditions for the release of funds under the Indenture
and for payment of the Purchase Price for such 2008 Engines specified in the
Asset Transfer Agreement have been satisfied or waived in accordance with the
terms thereof;


 


(iv)          deposit out of the Net Proceeds of the Series 2008-A1
Notes and the Series 2008-B1 Notes the Allocated Amounts for the 2008
Engines not delivered to WEST Funding on the Closing Date, as specified in
writing by the Administrative Agent, to the Engine Acquisition Account; and


 


(v)           deposit in the Redemption/Defeasance Account, out of the
Net Proceeds of the Series 2008-A1 Notes, an amount to be used to repay
the Series 2005-A2 Warehouse Notes.


 


Section 3.02.          Series 2008-A1 Series Account.  The Indenture Trustee shall establish on or
before the Closing Date pursuant to Sections 3.01 and 3.09 of the Indenture and
shall maintain, so long as any Series 2008-A1 Note is Outstanding, an
Eligible Account which shall be designated as the “Series 2008-A1 Series Account”,
which account shall be held in the name of the Indenture Trustee for the
benefit of the Series 2008-A1 Holders. All deposits of funds by, or for
the benefit of, the Series 2008-A1 Holders from the Collections Account
and otherwise shall be accumulated in, and withdrawn from, the Series 2008-A1
Series Account in accordance with the provisions of the Indenture and this
Supplement.


 


Section 3.03.          Distributions from Series 2008-A1 Series Account.  On each Payment Date, the Indenture Trustee
shall distribute funds then on deposit in the Series 2008-A1 Series Account
in accordance with the provisions of either subsection (a), (b) or (c) of
this Section 3.03, in each case in accordance with the Payment Date
Schedule and only to the extent that the Prior Ranking Amounts have been paid
in full.


 


(a)           If
neither an Early Amortization Event nor an Event of Default shall have occurred
and be continuing with respect to any Series of Notes:


 


i.                  To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the Stated Interest
Amount for each such Payment Date;


 


10

















 


ii.               To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the Minimum Principal
Payment Amount then due and payable to the Holders of the Series 2008-A1
Notes on such Payment Date;


 


iii.            To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the Scheduled
Principal Payment Amount then due and payable to the Holders of the Series 2008-A1
Notes on such Payment Date;


 


iv.           To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the Series A
Supplemental Principal Payment Amount (if any) then due and payable to the
Holders of the Series 2008-A1 Notes on such Payment Date;


 


v.              To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of any Additional
Interest Amount then due and payable by WEST to the Series 2008-A1
Holders;


 


vi.           To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the Holder Indemnified
Amounts due and payable to the Series 2008-A1 Holders; and


 


vii.        After payment in full of the
foregoing amounts pursuant to this Section 3.03(a) of this
Supplement, to WEST, any remaining amounts then on deposit in the Series 2008-A1
Series Account.


 


(b)           If
either an Early Amortization Event or an Event of Default shall have occurred
and be continuing, so long as the Indenture Trustee shall not have received a
Collateral Liquidation Notice:


 


i.                  To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the Stated Interest
Amount for such Payment Date;


 


ii.               To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the Minimum Principal
Payment Amount then due and payable to the Holders of the Series 2008-A1
Notes on such Payment Date;


 


iii.            To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the Scheduled
Principal Payment Amount then due and payable to the Holders of the Series 2008-A1
Notes on such Payment Date;


 


iv.           To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the then unpaid
principal balances of


 


11

















 


the Series 2008-A1
Notes then Outstanding until the Outstanding Principal Balance of the Series 2008-A1
Notes has been reduced to zero;


 


v.              To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of any Additional
Interest Amount then due and payable by WEST to the Series 2008-A1
Holders;


 


vi.           To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the Holder Indemnified
Amounts due and payable to the Series 2008-A1 Holders; and


 


vii.        After payment in full of the
foregoing amounts pursuant to this Section 3.03(b) of this
Supplement, to WEST, any remaining amounts then on deposit in the Series 2008-A1
Series Account.


 


(c)           If
an Event of Default shall have occurred and be continuing, and the Indenture
Trustee shall have received a Collateral Liquidation Notice:


 


i.                  To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the Stated Interest
Amount for such Payment Date;


 


ii.               To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the then unpaid
principal balances of the Series 2008-A1 Notes then Outstanding until the Outstanding Principal Balance of the Series 2008-A1
Notes has been reduced to zero;


 


iii.            To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of any Additional
Interest Amount then due and payable by WEST to the Series 2008-A1
Holders;


 


iv.           To each Holder of a Series 2008-A1
Note on the related Record Date, an amount equal to its pro rata portion of the Holder Indemnified
Amounts due and payable to the Series 2008-A1 Holders; and


 


v.              After payment in full of the
foregoing amounts pursuant to this Section 3.03(c) of this
Supplement, to WEST, any remaining amounts then on deposit in the Series 2008-A1
Series Account.


 


ARTICLE IV


 


CONDITIONS PRECEDENT TO OBLIGATIONS OF SERIES 2008-A1
HOLDERS


 


Section 4.01.          Conditions
Precedent to Obligations of Series 2008-A1 Holders to Purchase Series 2008-A1
Notes.  The Indenture Trustee shall
not authenticate the Series 2008-A1 Notes unless (a) all conditions
to the issuance of the Series 2008-A1 Notes set forth in Section 2.10(d) of
the Indenture and in Article 3 of the Series 2008-A1 Note Purchase
Agreement shall have been satisfied, and (b) WEST shall have delivered an
Officer’s Certificate


 


12

















 


to the
Indenture Trustee to the effect that all such conditions set forth in Section 2.10(d) of
the Indenture and in the Series 2008-A1 Note Purchase Agreement shall have
been satisfied.


 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES


 


Section 5.01.          Indenture Representations and Warranties.  To induce the Series 2008-A1 Holders to
purchase the Series 2008-A1 Notes hereunder, WEST hereby makes to the
Indenture Trustee for the benefit of the Series 2008-A1 Holders as of the
Closing Date all of the representations and warranties set forth in Section 5.01
of the Indenture.


 


ARTICLE VI


 


MISCELLANEOUS PROVISIONS


 


Section 6.01.          Ratification of Indenture.  As supplemented by this Supplement, the
Indenture is in all respects ratified and confirmed and the Indenture as so
supplemented by this Supplement shall be read, taken and construed as one and
the same instrument.


 


Section 6.02.          Counterparts. 
This Supplement may be executed in two or more counterparts, and by
different parties on separate counterparts, each of which shall be an original,
but all of which shall constitute one and the same instrument.


 


Section 6.03.          Governing Law; Jurisdiction. THIS SUPPLEMENT SHALL BE 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
REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS. Each of the parties hereto agrees that the United States federal
and New York State courts located in The City of New York 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
Supplement 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 courts being nominated as the forum or venue to hear and determine
any suit, action or proceeding, and to settle any disputes, which may arise out
of or in connection with this Supplement and agrees not to claim that any such
court is not a convenient or appropriate forum. Each of the parties hereto
consents to the granting of such legal or equitable relief as is deemed
appropriate by such courts.


 


Section 6.04.          Notices to Rating Agencies.  Whenever any notice or other communication is
required to be given to the Rating Agencies pursuant to the Indenture or this
Supplement, such notice or communication shall be delivered as follows: (i) if
to Moody’s, at Moody’s Investors Service, Inc., 25th Floor, 7 World Trade Center, 250 Greenwich
Street, New York, New York 10007, Attention: ABS/RMBS Monitoring Department and
(ii) if to Fitch, at One State Street Plaza, New York, New York 10004,
Attention: ABS Monitoring Group — Equipment Leases. Any rights to notices
conveyed to a Rating Agency pursuant to the terms of


 


13

















 


this Supplement shall terminate immediately if such Rating Agency no
longer has a rating outstanding with respect to the Series 2008-A1 Notes.


 


Section 6.05.          Statutory References.  References in this Supplement and any other Series 2008-A1
Transaction Document to any section of the Uniform Commercial Code or the UCC
shall mean, on or after the effective date of adoption of any revision to the
Uniform Commercial Code or the UCC in the applicable jurisdiction, such revised
or successor section thereto.


 


Section 6.06.          Amendments and Modifications.  The terms of this Supplement may be waived, modified or amended only in
a written instrument signed by each of WEST and the Indenture Trustee and,
except with respect to the matters set forth in (and subject to the terms of) Section 9.01
and 10.02 of the Indenture, only with the prior written consent of the Majority
of Holders or, with respect to the matters set forth in Sections 9.02(a) of
the Indenture, the prior written consent of the Holders of all Series 2008-A1
Notes then Outstanding.


 


Section 6.07.          Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE
OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF
ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR
OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS
SUPPLEMENT OR ANY OTHER SERIES 2008-A1 TRANSACTION DOCUMENT, INCLUDING IN
RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.


 


Section 6.08.          Appointment of Representative. The Majority of
Holders shall be authorized to appoint a representative to act on their behalf
with such authority as shall be provided in such appointment, provided that,
such authority shall not extend to the taking of any action under the Related
Documents requiring the consent of all Series 2008-A1 Holders.


 


Section 6.09.          Tax Matters.  (a) 
In accordance with United States Treasury regulations governing debt
instruments issued with original issue discount, WEST will treat the Series 2008-A1
Notes as “contingent payment debt instruments” for United States federal income
tax purposes. By purchasing Series 2008-A1 Notes, each holder thereof will
be deemed to have agreed to such treatment and to be bound by WEST’s
application of the United States Treasury regulations governing contingent
payment debt instruments, including WEST’s determination of a “comparable yield”
and a “projected payment schedule” for the Series 2008-A1 Notes, each
within the meaning of such regulations. 
Such disclosure shall be consistent with the disclosure on such matters
set forth in the Private Placement Memorandum.


 


(b)           To the extent
required by law, WEST will timely file any tax returns, reports or information
statements in respect of the Series 2008-A1 Notes, including, without
limitation, Form 8281, to the extent applicable.


 


[Signature page follows.]


 


14

















 


IN WITNESS
WHEREOF, WEST and the Indenture Trustee have caused this Supplement to be duly
executed and delivered by their respective officers all as of the day and year
first above written.


 


	
   

  	
  WILLIS
  ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradley
  S. Forsyth

  
	
   

  	
   

  	
  Name:
  Bradley S. Forsyth

  
	
   

  	
   

  	
  Title:
  Controlling Trustee

  



 


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, not in its individual capacity but

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irene Siegel

  
	
   

  	
   

  	
  Name: Irene
  Siegel

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Aranka
  R. Paul

  
	
   

  	
   

  	
  Name:
  Aranaka R. Paul

  
	
   

  	
   

  	
  Title:   Assistant Vice President

  



 

















 


EXHIBIT A


 


SERIES 2008-A1 SUPPLEMENT


 


FORM OF SERIES 2008-A1 NOTE


 


Except as specified in Section 2.12(f) of the Indenture, each 144A
Book-Entry Note, each Unrestricted Book-Entry Note and each Definitive Note
issued in reliance on Section 4(2) of the Securities Act (and all
Notes issued in exchange therefor or upon registration of transfer or
substitution thereof) shall bear the following legend on the face thereof:


 


THIS NOTE HAS NOT 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 (1) REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL “ACCREDITED
INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”)
OR (C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S) AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT BEFORE
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST
DATE THAT WILLIS ENGINE SECURITIZATION TRUST, A DELAWARE STATUTORY TRUST (“WEST”),
OR ANY OF ITS AFFILIATES OWNED THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS
NOTE EXCEPT (A) TO WEST OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO
AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO
THE INDENTURE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE INDENTURE TRUSTEE) AND AN OPINION OF
COUNSEL ACCEPTABLE TO WEST THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO AN EXEMPTION
FROM REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND, IN EACH OF CASES (A) THROUGH (F) ABOVE,
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE IN THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.  IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TWO-YEAR PERIOD REFERRED
TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON 


 


A-1

















 


THE TRANSFER NOTICE ATTACHED HERETO AND SUBMIT SUCH
TRANSFER NOTICE TO THE INDENTURE TRUSTEE. 
IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR IF
THE TRANSFER IS PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH
RULE 144 UNDER THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE INDENTURE TRUSTEE AND WEST 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. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. 
THE INDENTURE CONTAINS A PROVISION REQUIRING THE INDENTURE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
RESTRICTIONS.


 


Each
Book-Entry Note shall also bear the following legend on the face thereof:


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO WEST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


TRANSFERS OF THIS BOOK-ENTRY NOTE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
BOOK-ENTRY NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 2.12 OF THE INDENTURE.


 


Each
Regulation S Temporary Book-Entry Note shall bear the following legend on the
face thereof:


 


THIS NOTE IS A REGULATION S TEMPORARY BOOK-ENTRY NOTE
WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER AND IS SUBJECT TO
RESTRICTIONS ON THE TRANSFER AND EXCHANGE THEREOF AND ON THE PAYMENT OF
INTEREST THEREON AS SPECIFIED IN THE INDENTURE.


 


A-2

















 


WILLIS ENGINE SECURITIZATION TRUST


SERIES 2008-A1 FLOATING RATE SECURED NOTE


 


	
  $[XX]

  	
  No.      

  
	
   

  	
  March, [
      ], 2008

  



 


KNOW ALL PERSONS BY THESE PRESENTS that WILLIS ENGINE SECURITIZATION
TRUST, a Delaware statutory trust (“WEST”), for
value received, hereby promises to pay to
[                        ],
or registered assigns, at the principal corporate trust office of the Indenture
Trustee named below, (i) the principal sum of
[                    ]
Dollars
($                ),
which sum shall be payable on each Payment Date on the dates and in the amounts
set forth in the Indenture, dated as of August 9, 2005 and amended and
restated as of December 13, 2007 (as amended, restated or otherwise
modified from time to time, the “Indenture”),
and the Series 2008-A1 Supplement, dated as of March 28, 2008 (as
amended, restated or otherwise modified from time to time, the “Series 2008-A1 Supplement”), each between WEST and
Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), and (ii) interest on the
outstanding principal amount of this Series 2008-A1 Floating Rate Secured
Note (this “Series 2008-A1 Note”) on the dates
and in the amounts set forth in the Indenture and the Series 2008-A1
Supplement. Capitalized terms not otherwise defined herein will have the
meaning set forth in the Indenture and the Series 2008-A1 Supplement.


 


Payment of the principal of and interest on this Series 2008-A1
Note shall be made in lawful money of the United States of America which at the
time of payment is legal tender for payment of public and private debts. The
principal balance of, and interest on, this Series 2008-A1 Note is payable
at the times and in the amounts set forth in the Indenture and the Series 2008-A1
Supplement by wire transfer of immediately available funds to the account
designated by the Holder of record on the related Record Date.


 


This Series 2008-A1 Note is one of the authorized notes identified
in the title hereto and issued pursuant to the Indenture and the Series 2008-A1
Supplement.


 


The Series 2008-A1 Notes shall be an obligation of WEST and shall
be secured by the Collateral, all as defined in, and subject to limitations set
forth in, the Indenture.


 


This Series 2008-A1 Note is transferable as provided in the
Indenture and the Series 2008-A1 Supplement, subject to certain
limitations therein contained, only upon the books for registration and
transfer kept by the Indenture Trustee, and only upon surrender of this Series 2008-A1
Note for transfer to the Indenture Trustee duly endorsed by, or accompanied by
a written instrument of transfer in form reasonably satisfactory to the
Indenture Trustee duly executed by, the registered Holder hereof or his
attorney duly authorized in writing. The Indenture Trustee or WEST may require
payment by the Holder of a sum sufficient to cover any tax expense or other
governmental charge payable in connection with any transfer or exchange of the Series 2008-A1
Notes.


 


WEST, the Indenture Trustee and any other agent of WEST may treat the
Person in whose name this Series 2008-A1 Note is registered as the
absolute owner hereof for all purposes, and neither WEST, the Indenture
Trustee, nor any other such agent shall be affected by notice to the contrary.


 


A-3

















 


The Series 2008-A1 Note are subject to Optional Redemption, at the
times and subject to the conditions set forth in the Indenture and the Series 2008-A1
Supplement.


 


If an Event of Default under the Indenture shall occur and be
continuing, the principal of and accrued interest on this Series 2008-A1
Note may be declared to be due and payable in the manner and with the effect
provided in the Indenture and the Series 2008-A1 Supplement.


 


The Indenture permits, with certain exceptions as therein provided, the
issuance of supplemental indentures with the consent of the Requisite Majority,
in certain specifically described instances. Any consent given by the Requisite
Majority shall be conclusive and binding upon the Holder of this Series 2008-A1
Note and on all future holders of this Series 2008-A1 Note and of any Series 2008-A1
Note issued in lieu hereof whether or not notation of such consent is made upon
this Series 2008-A1 Note. Supplements and amendments to the Indenture and
the Series 2008-A1 Supplement may be made only to the extent and in
circumstances permitted by the Indenture and the Series 2008-A1
Supplement.


 


The Holder of this Series 2008-A1 Note shall have no right to
enforce the provisions of the Indenture and the Series 2008-A1 Supplement
or to institute action to enforce the covenants, or to take any action with
respect to a default under the Indenture and the Series 2008-A1 Supplement,
or to institute, appear in or defend any suit or other proceedings with respect
thereto, except as provided under certain circumstances described in the
Indenture and the Series 2008-A1 Supplement; provided, however, that
nothing contained in the Indenture and the Series 2008-A1 Supplement shall
affect or impair any right of enforcement conferred on the Holder hereof to
enforce any payment of the principal of and interest on this Series 2008-A1
Note on or after the due date thereof.


 


This Series 2008-A1 Note, and the rights and obligations of the
parties hereunder, shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York without giving effect to
principles of conflict of laws, other than Sections 5-1401 and 5-1402 of the
New York General Obligations Laws.


 


All terms and provisions of the Indenture and the Series 2008-A1
Supplement are herein incorporated by reference as if set forth herein in their
entirety.


 


IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions
and things required to exist, happen and be performed precedent to the
execution and delivery of the Indenture and the Series 2008-A1 Supplement
and the issuance of this Series 2008-A1 Note and the issue of which it is
a part, do exist, have happened and have been timely performed in regular form
and manner as required by law.


 


Unless the certificate of authentication hereon has been executed by
the Indenture Trustee by manual signature of one of its Responsible Officers,
this Series 2008-A1 Note shall not be entitled to any benefit under the
Indenture and the Series 2008-A1 Supplement, or be valid or obligatory for
any purpose.


 


IN WITNESS WHEREOF, WEST has caused this Series 2008-A1 Note to be
duly executed by its duly authorized representative, as of the date first set
above.


 


A-4

















 


	
   

  	
  WILLIS
  ENGINE SECURITIZATION TRUST,

  as issuer of Series 2008-A1 Notes 

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


This Note is one of the Series 2008-A1 Notes described in the
within-mentioned Series 2008-A1 Supplement.


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, not in individual capacity but

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-5
















 


Schedule A
to Series 2008-A1 Note


 


Aggregate principal amount
of any Series 2008-A1 Note issued in exchange for a portion or portions
hereof and any portion or portions of any Series 2008-A1 Note exchanged
for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal Amount Issued

  or Repaid

  	
   

  	
  Remaining Principal Amount

  of this Series 2008-A1 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-6

















 


TRANSFER NOTICE


 


FOR VALUE RECEIVED the undersigned registered
Holder hereby sell(s), assign(s) and transfer(s) unto


 


 


Taxpayer identification No.


 


Address:


 


 


 


the within Series 2008-A1 Note and all rights thereunder, hereby irrevocably constituting and
appointing                                                             
attorney to transfer said Series 2008-A1 Note on the books of WEST with full power of substitution in the
premises.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
         Name:

  
	
   

  	
   

  	
         Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTE:
  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.

  



 


A-7

















 


In connection with any transfer of this Series 2008-A1 Note occurring prior to the date which is the earlier of the end of
the period referred to in Rule 144(k) under the Securities Act, the
undersigned confirms that without utilizing any general solicitation or general
advertising:


 


{Check One}


 


{ } (a) this Series 2008-A1 Note is being transferred in compliance with the exemption from
registration under the Securities Act provided by Rule 144A thereunder;


 


or


 


{ } (b) this Series 2008-A1 Note is being transferred other than in accordance with (a) above
and documents are being furnished which comply with the conditions of transfer
set forth in this Series 2008-A1 Note and the Indenture.


 


If none of the foregoing boxes is checked, the
Indenture Trustee or other Note Registrar shall not be obligated to register
this Series 2008-A1
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:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
         Name:

  
	
   

  	
   

  	
         Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTE:
  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.

  
					



 


A-8

















 


TO BE COMPLETED BY PURCHASER IF (a) ABOVE
IS CHECKED: The undersigned represents and warrants that it is purchasing this Series 2008-A1 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 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 WEST 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:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
         Name:

  
	
   

  	
   

  	
         Title:

  
					



 


A-9

















 


SCHEDULE 1


SERIES 2008-A1 SUPPLEMENT


 


SCHEDULES OF MINIMUM
TARGETED PRINCIPAL BALANCES


AND SCHEDULED TARGETED
PRINCIPAL BALANCES


 


Series 2008-A1 Minimum Targeted Principal Balances by Period


 


	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  on:

  	
   

  	
  Minimum

  Targeted

  Principal

  Balance

  	
   

  	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  on:

  	
   

  	
  Minimum

  Targeted

  Principal

  Balance

  	
   

  	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  on:

  	
   

  	
  Minimum

  Targeted

  Principal

  Balance

  	
   

  
	
  1

  	
   

  	
  4/15/2008

  	
   

  	
  211,500,021

  	
   

  	
  41

  	
   

  	
  8/15/2011

  	
   

  	
  176,102,528

  	
   

  	
  81

  	
   

  	
  12/15/2014

  	
   

  	
  140,705,035

  	
   

  
	
  2

  	
   

  	
  5/15/2008

  	
   

  	
  210,615,084

  	
   

  	
  42

  	
   

  	
  9/15/2011

  	
   

  	
  175,217,591

  	
   

  	
  82

  	
   

  	
  1/15/2015

  	
   

  	
  139,820,098

  	
   

  
	
  3

  	
   

  	
  6/15/2008

  	
   

  	
  209,730,146

  	
   

  	
  43

  	
   

  	
  10/15/2011

  	
   

  	
  174,332,653

  	
   

  	
  83

  	
   

  	
  2/15/2015

  	
   

  	
  138,935,160

  	
   

  
	
  4

  	
   

  	
  7/15/2008

  	
   

  	
  208,845,209

  	
   

  	
  44

  	
   

  	
  11/15/2011

  	
   

  	
  173,447,716

  	
   

  	
  84

  	
   

  	
  3/15/2015

  	
   

  	
  138,050,223

  	
   

  
	
  5

  	
   

  	
  8/15/2008

  	
   

  	
  207,960,272

  	
   

  	
  45

  	
   

  	
  12/15/2011

  	
   

  	
  172,562,779

  	
   

  	
  85

  	
   

  	
  4/15/2015

  	
   

  	
  137,165,286

  	
   

  
	
  6

  	
   

  	
  9/15/2008

  	
   

  	
  207,075,334

  	
   

  	
  46

  	
   

  	
  1/15/2012

  	
   

  	
  171,677,841

  	
   

  	
  86

  	
   

  	
  5/15/2015

  	
   

  	
  136,280,348

  	
   

  
	
  7

  	
   

  	
  10/15/2008

  	
   

  	
  206,190,397

  	
   

  	
  47

  	
   

  	
  2/15/2012

  	
   

  	
  170,792,904

  	
   

  	
  87

  	
   

  	
  6/15/2015

  	
   

  	
  135,395,411

  	
   

  
	
  8

  	
   

  	
  11/15/2008

  	
   

  	
  205,305,460

  	
   

  	
  48

  	
   

  	
  3/15/2012

  	
   

  	
  169,907,967

  	
   

  	
  88

  	
   

  	
  7/15/2015

  	
   

  	
  134,510,474

  	
   

  
	
  9

  	
   

  	
  12/15/2008

  	
   

  	
  204,420,522

  	
   

  	
  49

  	
   

  	
  4/15/2012

  	
   

  	
  169,023,029

  	
   

  	
  89

  	
   

  	
  8/15/2015

  	
   

  	
  133,625,536

  	
   

  
	
  10

  	
   

  	
  1/15/2009

  	
   

  	
  203,535,585

  	
   

  	
  50

  	
   

  	
  5/15/2012

  	
   

  	
  168,138,092

  	
   

  	
  90

  	
   

  	
  9/15/2015

  	
   

  	
  132,740,599

  	
   

  
	
  11

  	
   

  	
  2/15/2009

  	
   

  	
  202,650,648

  	
   

  	
  51

  	
   

  	
  6/15/2012

  	
   

  	
  167,253,155

  	
   

  	
  91

  	
   

  	
  10/15/2015

  	
   

  	
  131,855,662

  	
   

  
	
  12

  	
   

  	
  3/15/2009

  	
   

  	
  201,765,710

  	
   

  	
  52

  	
   

  	
  7/15/2012

  	
   

  	
  166,368,217

  	
   

  	
  92

  	
   

  	
  11/15/2015

  	
   

  	
  130,970,724

  	
   

  
	
  13

  	
   

  	
  4/15/2009

  	
   

  	
  200,880,773

  	
   

  	
  53

  	
   

  	
  8/15/2012

  	
   

  	
  165,483,280

  	
   

  	
  93

  	
   

  	
  12/15/2015

  	
   

  	
  130,085,787

  	
   

  
	
  14

  	
   

  	
  5/15/2009

  	
   

  	
  199,995,836

  	
   

  	
  54

  	
   

  	
  9/15/2012

  	
   

  	
  164,598,343

  	
   

  	
  94

  	
   

  	
  1/15/2016

  	
   

  	
  129,200,850

  	
   

  
	
  15

  	
   

  	
  6/15/2009

  	
   

  	
  199,110,898

  	
   

  	
  55

  	
   

  	
  10/15/2012

  	
   

  	
  163,713,405

  	
   

  	
  95

  	
   

  	
  2/15/2016

  	
   

  	
  128,315,912

  	
   

  
	
  16

  	
   

  	
  7/15/2009

  	
   

  	
  198,225,961

  	
   

  	
  56

  	
   

  	
  11/15/2012

  	
   

  	
  162,828,468

  	
   

  	
  96

  	
   

  	
  3/15/2016

  	
   

  	
  127,430,975

  	
   

  
	
  17

  	
   

  	
  8/15/2009

  	
   

  	
  197,341,024

  	
   

  	
  57

  	
   

  	
  12/15/2012

  	
   

  	
  161,943,531

  	
   

  	
  97

  	
   

  	
  4/15/2016

  	
   

  	
  126,546,038

  	
   

  
	
  18

  	
   

  	
  9/15/2009

  	
   

  	
  196,456,086

  	
   

  	
  58

  	
   

  	
  1/15/2013

  	
   

  	
  161,058,593

  	
   

  	
  98

  	
   

  	
  5/15/2016

  	
   

  	
  125,661,100

  	
   

  
	
  19

  	
   

  	
  10/15/2009

  	
   

  	
  195,571,149

  	
   

  	
  59

  	
   

  	
  2/15/2013

  	
   

  	
  160,173,656

  	
   

  	
  99

  	
   

  	
  6/15/2016

  	
   

  	
  124,776,163

  	
   

  
	
  20

  	
   

  	
  11/15/2009

  	
   

  	
  194,686,212

  	
   

  	
  60

  	
   

  	
  3/15/2013

  	
   

  	
  159,288,719

  	
   

  	
  100

  	
   

  	
  7/15/2016

  	
   

  	
  123,891,226

  	
   

  
	
  21

  	
   

  	
  12/15/2009

  	
   

  	
  193,801,274

  	
   

  	
  61

  	
   

  	
  4/15/2013

  	
   

  	
  158,403,781

  	
   

  	
  101

  	
   

  	
  8/15/2016

  	
   

  	
  123,006,288

  	
   

  
	
  22

  	
   

  	
  1/15/2010

  	
   

  	
  192,916,337

  	
   

  	
  62

  	
   

  	
  5/15/2013

  	
   

  	
  157,518,844

  	
   

  	
  102

  	
   

  	
  9/15/2016

  	
   

  	
  122,121,351

  	
   

  
	
  23

  	
   

  	
  2/15/2010

  	
   

  	
  192,031,400

  	
   

  	
  63

  	
   

  	
  6/15/2013

  	
   

  	
  156,633,907

  	
   

  	
  103

  	
   

  	
  10/15/2016

  	
   

  	
  121,236,414

  	
   

  
	
  24

  	
   

  	
  3/15/2010

  	
   

  	
  191,146,462

  	
   

  	
  64

  	
   

  	
  7/15/2013

  	
   

  	
  155,748,969

  	
   

  	
  104

  	
   

  	
  11/15/2016

  	
   

  	
  120,351,476

  	
   

  
	
  25

  	
   

  	
  4/15/2010

  	
   

  	
  190,261,525

  	
   

  	
  65

  	
   

  	
  8/15/2013

  	
   

  	
  154,864,032

  	
   

  	
  105

  	
   

  	
  12/15/2016

  	
   

  	
  119,466,539

  	
   

  
	
  26

  	
   

  	
  5/15/2010

  	
   

  	
  189,376,588

  	
   

  	
  66

  	
   

  	
  9/15/2013

  	
   

  	
  153,979,095

  	
   

  	
  106

  	
   

  	
  1/15/2017

  	
   

  	
  118,581,602

  	
   

  
	
  27

  	
   

  	
  6/15/2010

  	
   

  	
  188,491,651

  	
   

  	
  67

  	
   

  	
  10/15/2013

  	
   

  	
  153,094,157

  	
   

  	
  107

  	
   

  	
  2/15/2017

  	
   

  	
  117,696,664

  	
   

  
	
  28

  	
   

  	
  7/15/2010

  	
   

  	
  187,606,713

  	
   

  	
  68

  	
   

  	
  11/15/2013

  	
   

  	
  152,209,220

  	
   

  	
  108

  	
   

  	
  3/15/2017

  	
   

  	
  116,811,727

  	
   

  
	
  29

  	
   

  	
  8/15/2010

  	
   

  	
  186,721,776

  	
   

  	
  69

  	
   

  	
  12/15/2013

  	
   

  	
  151,324,283

  	
   

  	
  109

  	
   

  	
  4/15/2017

  	
   

  	
  115,926,790

  	
   

  
	
  30

  	
   

  	
  9/15/2010

  	
   

  	
  185,836,839

  	
   

  	
  70

  	
   

  	
  1/15/2014

  	
   

  	
  150,439,345

  	
   

  	
  110

  	
   

  	
  5/15/2017

  	
   

  	
  115,041,852

  	
   

  
	
  31

  	
   

  	
  10/15/2010

  	
   

  	
  184,951,901

  	
   

  	
  71

  	
   

  	
  2/15/2014

  	
   

  	
  149,554,408

  	
   

  	
  111

  	
   

  	
  6/15/2017

  	
   

  	
  114,156,915

  	
   

  
	
  32

  	
   

  	
  11/15/2010

  	
   

  	
  184,066,964

  	
   

  	
  72

  	
   

  	
  3/15/2014

  	
   

  	
  148,669,471

  	
   

  	
  112

  	
   

  	
  7/15/2017

  	
   

  	
  113,271,978

  	
   

  
	
  33

  	
   

  	
  12/15/2010

  	
   

  	
  183,182,027

  	
   

  	
  73

  	
   

  	
  4/15/2014

  	
   

  	
  147,784,534

  	
   

  	
  113

  	
   

  	
  8/15/2017

  	
   

  	
  112,387,040

  	
   

  
	
  34

  	
   

  	
  1/15/2011

  	
   

  	
  182,297,089

  	
   

  	
  74

  	
   

  	
  5/15/2014

  	
   

  	
  146,899,596

  	
   

  	
  114

  	
   

  	
  9/15/2017

  	
   

  	
  111,502,103

  	
   

  
	
  35

  	
   

  	
  2/15/2011

  	
   

  	
  181,412,152

  	
   

  	
  75

  	
   

  	
  6/15/2014

  	
   

  	
  146,014,659

  	
   

  	
  115

  	
   

  	
  10/15/2017

  	
   

  	
  110,617,166

  	
   

  



 


i

















 


	
  36

  	
   

  	
  3/15/2011

  	
   

  	
  180,527,215

  	
   

  	
  76

  	
   

  	
  7/15/2014

  	
   

  	
  145,129,722

  	
   

  	
  116

  	
   

  	
  11/15/2017

  	
   

  	
  109,732,228

  	
   

  
	
  37

  	
   

  	
  4/15/2011

  	
   

  	
  179,642,277

  	
   

  	
  77

  	
   

  	
  8/15/2014

  	
   

  	
  144,244,784

  	
   

  	
  117

  	
   

  	
  12/15/2017

  	
   

  	
  108,847,291

  	
   

  
	
  38

  	
   

  	
  5/15/2011

  	
   

  	
  178,757,340

  	
   

  	
  78

  	
   

  	
  9/15/2014

  	
   

  	
  143,359,847

  	
   

  	
  118

  	
   

  	
  1/15/2018

  	
   

  	
  107,962,354

  	
   

  
	
  39

  	
   

  	
  6/15/2011

  	
   

  	
  177,872,403

  	
   

  	
  79

  	
   

  	
  10/15/2014

  	
   

  	
  142,474,910

  	
   

  	
  119

  	
   

  	
  2/15/2018

  	
   

  	
  107,077,416

  	
   

  
	
  40

  	
   

  	
  7/15/2011

  	
   

  	
  176,987,465

  	
   

  	
  80

  	
   

  	
  11/15/2014

  	
   

  	
  141,589,972

  	
   

  	
  120

  	
   

  	
  3/15/2018

  	
   

  	
  106,192,479

  	
   

  
	
  121

  	
   

  	
  4/15/2018

  	
   

  	
  105,307,542

  	
   

  	
  161

  	
   

  	
  8/15/2021

  	
   

  	
  69,910,049

  	
   

  	
  201

  	
   

  	
  12/15/2024

  	
   

  	
  34,512,556

  	
   

  
	
  122

  	
   

  	
  5/15/2018

  	
   

  	
  104,422,605

  	
   

  	
  162

  	
   

  	
  9/15/2021

  	
   

  	
  69,025,111

  	
   

  	
  202

  	
   

  	
  1/15/2025

  	
   

  	
  33,627,618

  	
   

  
	
  123

  	
   

  	
  6/15/2018

  	
   

  	
  103,537,667

  	
   

  	
  163

  	
   

  	
  10/15/2021

  	
   

  	
  68,140,174

  	
   

  	
  203

  	
   

  	
  2/15/2025

  	
   

  	
  32,742,681

  	
   

  
	
  124

  	
   

  	
  7/15/2018

  	
   

  	
  102,652,730

  	
   

  	
  164

  	
   

  	
  11/15/2021

  	
   

  	
  67,255,237

  	
   

  	
  204

  	
   

  	
  3/15/2025

  	
   

  	
  31,857,744

  	
   

  
	
  125

  	
   

  	
  8/15/2018

  	
   

  	
  101,767,793

  	
   

  	
  165

  	
   

  	
  12/15/2021

  	
   

  	
  66,370,299

  	
   

  	
  205

  	
   

  	
  4/15/2025

  	
   

  	
  30,972,806

  	
   

  
	
  126

  	
   

  	
  9/15/2018

  	
   

  	
  100,882,855

  	
   

  	
  166

  	
   

  	
  1/15/2022

  	
   

  	
  65,485,362

  	
   

  	
  206

  	
   

  	
  5/15/2025

  	
   

  	
  30,087,869

  	
   

  
	
  127

  	
   

  	
  10/15/2018

  	
   

  	
  99,997,918

  	
   

  	
  167

  	
   

  	
  2/15/2022

  	
   

  	
  64,600,425

  	
   

  	
  207

  	
   

  	
  6/15/2025

  	
   

  	
  29,202,932

  	
   

  
	
  128

  	
   

  	
  11/15/2018

  	
   

  	
  99,112,981

  	
   

  	
  168

  	
   

  	
  3/15/2022

  	
   

  	
  63,715,487

  	
   

  	
  208

  	
   

  	
  7/15/2025

  	
   

  	
  28,317,994

  	
   

  
	
  129

  	
   

  	
  12/15/2018

  	
   

  	
  98,228,043

  	
   

  	
  169

  	
   

  	
  4/15/2022

  	
   

  	
  62,830,550

  	
   

  	
  209

  	
   

  	
  8/15/2025

  	
   

  	
  27,433,057

  	
   

  
	
  130

  	
   

  	
  1/15/2019

  	
   

  	
  97,343,106

  	
   

  	
  170

  	
   

  	
  5/15/2022

  	
   

  	
  61,945,613

  	
   

  	
  210

  	
   

  	
  9/15/2025

  	
   

  	
  26,548,120

  	
   

  
	
  131

  	
   

  	
  2/15/2019

  	
   

  	
  96,458,169

  	
   

  	
  171

  	
   

  	
  6/15/2022

  	
   

  	
  61,060,676

  	
   

  	
  211

  	
   

  	
  10/15/2025

  	
   

  	
  25,663,182

  	
   

  
	
  132

  	
   

  	
  3/15/2019

  	
   

  	
  95,573,231

  	
   

  	
  172

  	
   

  	
  7/15/2022

  	
   

  	
  60,175,738

  	
   

  	
  212

  	
   

  	
  11/15/2025

  	
   

  	
  24,778,245

  	
   

  
	
  133

  	
   

  	
  4/15/2019

  	
   

  	
  94,688,294

  	
   

  	
  173

  	
   

  	
  8/15/2022

  	
   

  	
  59,290,801

  	
   

  	
  213

  	
   

  	
  12/15/2025

  	
   

  	
  23,893,308

  	
   

  
	
  134

  	
   

  	
  5/15/2019

  	
   

  	
  93,803,357

  	
   

  	
  174

  	
   

  	
  9/15/2022

  	
   

  	
  58,405,864

  	
   

  	
  214

  	
   

  	
  1/15/2026

  	
   

  	
  23,008,370

  	
   

  
	
  135

  	
   

  	
  6/15/2019

  	
   

  	
  92,918,419

  	
   

  	
  175

  	
   

  	
  10/15/2022

  	
   

  	
  57,520,926

  	
   

  	
  215

  	
   

  	
  2/15/2026

  	
   

  	
  22,123,433

  	
   

  
	
  136

  	
   

  	
  7/15/2019

  	
   

  	
  92,033,482

  	
   

  	
  176

  	
   

  	
  11/15/2022

  	
   

  	
  56,635,989

  	
   

  	
  216

  	
   

  	
  3/15/2026

  	
   

  	
  21,238,496

  	
   

  
	
  137

  	
   

  	
  8/15/2019

  	
   

  	
  91,148,545

  	
   

  	
  177

  	
   

  	
  12/15/2022

  	
   

  	
  55,751,052

  	
   

  	
  217

  	
   

  	
  4/15/2026

  	
   

  	
  20,353,559

  	
   

  
	
  138

  	
   

  	
  9/15/2019

  	
   

  	
  90,263,607

  	
   

  	
  178

  	
   

  	
  1/15/2023

  	
   

  	
  54,866,114

  	
   

  	
  218

  	
   

  	
  5/15/2026

  	
   

  	
  19,468,621

  	
   

  
	
  139

  	
   

  	
  10/15/2019

  	
   

  	
  89,378,670

  	
   

  	
  179

  	
   

  	
  2/15/2023

  	
   

  	
  53,981,177

  	
   

  	
  219

  	
   

  	
  6/15/2026

  	
   

  	
  18,583,684

  	
   

  
	
  140

  	
   

  	
  11/15/2019

  	
   

  	
  88,493,733

  	
   

  	
  180

  	
   

  	
  3/15/2023

  	
   

  	
  53,096,240

  	
   

  	
  220

  	
   

  	
  7/15/2026

  	
   

  	
  17,698,747

  	
   

  
	
  141

  	
   

  	
  12/15/2019

  	
   

  	
  87,608,795

  	
   

  	
  181

  	
   

  	
  4/15/2023

  	
   

  	
  52,211,302

  	
   

  	
  221

  	
   

  	
  8/15/2026

  	
   

  	
  16,813,809

  	
   

  
	
  142

  	
   

  	
  1/15/2020

  	
   

  	
  86,723,858

  	
   

  	
  182

  	
   

  	
  5/15/2023

  	
   

  	
  51,326,365

  	
   

  	
  222

  	
   

  	
  9/15/2026

  	
   

  	
  15,928,872

  	
   

  
	
  143

  	
   

  	
  2/15/2020

  	
   

  	
  85,838,921

  	
   

  	
  183

  	
   

  	
  6/15/2023

  	
   

  	
  50,441,428

  	
   

  	
  223

  	
   

  	
  10/15/2026

  	
   

  	
  15,043,935

  	
   

  
	
  144

  	
   

  	
  3/15/2020

  	
   

  	
  84,953,983

  	
   

  	
  184

  	
   

  	
  7/15/2023

  	
   

  	
  49,556,490

  	
   

  	
  224

  	
   

  	
  11/15/2026

  	
   

  	
  14,158,997

  	
   

  
	
  145

  	
   

  	
  4/15/2020

  	
   

  	
  84,069,046

  	
   

  	
  185

  	
   

  	
  8/15/2023

  	
   

  	
  48,671,553

  	
   

  	
  225

  	
   

  	
  12/15/2026

  	
   

  	
  13,274,060

  	
   

  
	
  146

  	
   

  	
  5/15/2020

  	
   

  	
  83,184,109

  	
   

  	
  186

  	
   

  	
  9/15/2023

  	
   

  	
  47,786,616

  	
   

  	
  226

  	
   

  	
  1/15/2027

  	
   

  	
  12,389,123

  	
   

  
	
  147

  	
   

  	
  6/15/2020

  	
   

  	
  82,299,171

  	
   

  	
  187

  	
   

  	
  10/15/2023

  	
   

  	
  46,901,678

  	
   

  	
  227

  	
   

  	
  2/15/2027

  	
   

  	
  11,504,185

  	
   

  
	
  148

  	
   

  	
  7/15/2020

  	
   

  	
  81,414,234

  	
   

  	
  188

  	
   

  	
  11/15/2023

  	
   

  	
  46,016,741

  	
   

  	
  228

  	
   

  	
  3/15/2027

  	
   

  	
  10,619,248

  	
   

  
	
  149

  	
   

  	
  8/15/2020

  	
   

  	
  80,529,297

  	
   

  	
  189

  	
   

  	
  12/15/2023

  	
   

  	
  45,131,804

  	
   

  	
  229

  	
   

  	
  4/15/2027

  	
   

  	
  9,734,311

  	
   

  
	
  150

  	
   

  	
  9/15/2020

  	
   

  	
  79,644,359

  	
   

  	
  190

  	
   

  	
  1/15/2024

  	
   

  	
  44,246,866

  	
   

  	
  230

  	
   

  	
  5/15/2027

  	
   

  	
  8,849,373

  	
   

  
	
  151

  	
   

  	
  10/15/2020

  	
   

  	
  78,759,422

  	
   

  	
  191

  	
   

  	
  2/15/2024

  	
   

  	
  43,361,929

  	
   

  	
  231

  	
   

  	
  6/15/2027

  	
   

  	
  7,964,436

  	
   

  
	
  152

  	
   

  	
  11/15/2020

  	
   

  	
  77,874,485

  	
   

  	
  192

  	
   

  	
  3/15/2024

  	
   

  	
  42,476,992

  	
   

  	
  232

  	
   

  	
  7/15/2027

  	
   

  	
  7,079,499

  	
   

  
	
  153

  	
   

  	
  12/15/2020

  	
   

  	
  76,989,547

  	
   

  	
  193

  	
   

  	
  4/15/2024

  	
   

  	
  41,592,054

  	
   

  	
  233

  	
   

  	
  8/15/2027

  	
   

  	
  6,194,561

  	
   

  
	
  154

  	
   

  	
  1/15/2021

  	
   

  	
  76,104,610

  	
   

  	
  194

  	
   

  	
  5/15/2024

  	
   

  	
  40,707,117

  	
   

  	
  234

  	
   

  	
  9/15/2027

  	
   

  	
  5,309,624

  	
   

  
	
  155

  	
   

  	
  2/15/2021

  	
   

  	
  75,219,673

  	
   

  	
  195

  	
   

  	
  6/15/2024

  	
   

  	
  39,822,180

  	
   

  	
  235

  	
   

  	
  10/15/2027

  	
   

  	
  4,424,687

  	
   

  
	
  156

  	
   

  	
  3/15/2021

  	
   

  	
  74,334,735

  	
   

  	
  196

  	
   

  	
  7/15/2024

  	
   

  	
  38,937,242

  	
   

  	
  236

  	
   

  	
  11/15/2027

  	
   

  	
  3,539,749

  	
   

  
	
  157

  	
   

  	
  4/15/2021

  	
   

  	
  73,449,798

  	
   

  	
  197

  	
   

  	
  8/15/2024

  	
   

  	
  38,052,305

  	
   

  	
  237

  	
   

  	
  12/15/2027

  	
   

  	
  2,654,812

  	
   

  
	
  158

  	
   

  	
  5/15/2021

  	
   

  	
  72,564,861

  	
   

  	
  198

  	
   

  	
  9/15/2024

  	
   

  	
  37,167,368

  	
   

  	
  238

  	
   

  	
  1/15/2028

  	
   

  	
  1,769,875

  	
   

  
	
  159

  	
   

  	
  6/15/2021

  	
   

  	
  71,679,923

  	
   

  	
  199

  	
   

  	
  10/15/2024

  	
   

  	
  36,282,430

  	
   

  	
  239

  	
   

  	
  2/15/2028

  	
   

  	
  884,937

  	
   

  
	
  160

  	
   

  	
  7/15/2021

  	
   

  	
  70,794,986

  	
   

  	
  200

  	
   

  	
  11/15/2024

  	
   

  	
  35,397,493

  	
   

  	
  240

  	
   

  	
  3/15/2028

  	
   

  	
  —

  	
   

  



 


ii

















 


Series 2008-A1 Scheduled Targeted Principal Balances by Payment
Date


 


	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  on:

  	
   

  	
  Scheduled

  Targeted

  Principal

  Balance

  	
   

  	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  on:

  	
   

  	
  Scheduled

  Targeted

  Principal

  Balance

  	
   

  	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  on:

  	
   

  	
  Scheduled

  Targeted

  Principal

  Balance

  	
   

  
	
  1

  	
   

  	
  4/15/2008

  	
   

  	
  211,023,516

  	
   

  	
  41

  	
   

  	
  8/15/2011

  	
   

  	
  156,565,835

  	
   

  	
  81

  	
   

  	
  12/15/2014

  	
   

  	
  102,108,153

  	
   

  
	
  2

  	
   

  	
  5/15/2008

  	
   

  	
  209,662,074

  	
   

  	
  42

  	
   

  	
  9/15/2011

  	
   

  	
  155,204,393

  	
   

  	
  82

  	
   

  	
  1/15/2015

  	
   

  	
  100,746,711

  	
   

  
	
  3

  	
   

  	
  6/15/2008

  	
   

  	
  208,300,632

  	
   

  	
  43

  	
   

  	
  10/15/2011

  	
   

  	
  153,842,951

  	
   

  	
  83

  	
   

  	
  2/15/2015

  	
   

  	
  99,385,269

  	
   

  
	
  4

  	
   

  	
  7/15/2008

  	
   

  	
  206,939,190

  	
   

  	
  44

  	
   

  	
  11/15/2011

  	
   

  	
  152,481,509

  	
   

  	
  84

  	
   

  	
  3/15/2015

  	
   

  	
  98,023,827

  	
   

  
	
  5

  	
   

  	
  8/15/2008

  	
   

  	
  205,577,748

  	
   

  	
  45

  	
   

  	
  12/15/2011

  	
   

  	
  151,120,067

  	
   

  	
  85

  	
   

  	
  4/15/2015

  	
   

  	
  96,662,385

  	
   

  
	
  6

  	
   

  	
  9/15/2008

  	
   

  	
  204,216,306

  	
   

  	
  46

  	
   

  	
  1/15/2012

  	
   

  	
  149,758,624

  	
   

  	
  86

  	
   

  	
  5/15/2015

  	
   

  	
  95,300,943

  	
   

  
	
  7

  	
   

  	
  10/15/2008

  	
   

  	
  202,854,864

  	
   

  	
  47

  	
   

  	
  2/15/2012

  	
   

  	
  148,397,182

  	
   

  	
  87

  	
   

  	
  6/15/2015

  	
   

  	
  93,939,501

  	
   

  
	
  8

  	
   

  	
  11/15/2008

  	
   

  	
  201,493,422

  	
   

  	
  48

  	
   

  	
  3/15/2012

  	
   

  	
  147,035,740

  	
   

  	
  88

  	
   

  	
  7/15/2015

  	
   

  	
  92,578,059

  	
   

  
	
  9

  	
   

  	
  12/15/2008

  	
   

  	
  200,131,980

  	
   

  	
  49

  	
   

  	
  4/15/2012

  	
   

  	
  145,674,298

  	
   

  	
  89

  	
   

  	
  8/15/2015

  	
   

  	
  91,216,617

  	
   

  
	
  10

  	
   

  	
  1/15/2009

  	
   

  	
  198,770,538

  	
   

  	
  50

  	
   

  	
  5/15/2012

  	
   

  	
  144,312,856

  	
   

  	
  90

  	
   

  	
  9/15/2015

  	
   

  	
  89,855,175

  	
   

  
	
  11

  	
   

  	
  2/15/2009

  	
   

  	
  197,409,096

  	
   

  	
  51

  	
   

  	
  6/15/2012

  	
   

  	
  142,951,414

  	
   

  	
  91

  	
   

  	
  10/15/2015

  	
   

  	
  88,493,733

  	
   

  
	
  12

  	
   

  	
  3/15/2009

  	
   

  	
  196,047,654

  	
   

  	
  52

  	
   

  	
  7/15/2012

  	
   

  	
  141,589,972

  	
   

  	
  92

  	
   

  	
  11/15/2015

  	
   

  	
  87,132,291

  	
   

  
	
  13

  	
   

  	
  4/15/2009

  	
   

  	
  194,686,212

  	
   

  	
  53

  	
   

  	
  8/15/2012

  	
   

  	
  140,228,530

  	
   

  	
  93

  	
   

  	
  12/15/2015

  	
   

  	
  85,770,849

  	
   

  
	
  14

  	
   

  	
  5/15/2009

  	
   

  	
  193,324,770

  	
   

  	
  54

  	
   

  	
  9/15/2012

  	
   

  	
  138,867,088

  	
   

  	
  94

  	
   

  	
  1/15/2016

  	
   

  	
  84,409,407

  	
   

  
	
  15

  	
   

  	
  6/15/2009

  	
   

  	
  191,963,328

  	
   

  	
  55

  	
   

  	
  10/15/2012

  	
   

  	
  137,505,646

  	
   

  	
  95

  	
   

  	
  2/15/2016

  	
   

  	
  83,047,964

  	
   

  
	
  16

  	
   

  	
  7/15/2009

  	
   

  	
  190,601,886

  	
   

  	
  56

  	
   

  	
  11/15/2012

  	
   

  	
  136,144,204

  	
   

  	
  96

  	
   

  	
  3/15/2016

  	
   

  	
  81,686,522

  	
   

  
	
  17

  	
   

  	
  8/15/2009

  	
   

  	
  189,240,444

  	
   

  	
  57

  	
   

  	
  12/15/2012

  	
   

  	
  134,782,762

  	
   

  	
  97

  	
   

  	
  4/15/2016

  	
   

  	
  80,325,080

  	
   

  
	
  18

  	
   

  	
  9/15/2009

  	
   

  	
  187,879,002

  	
   

  	
  58

  	
   

  	
  1/15/2013

  	
   

  	
  133,421,320

  	
   

  	
  98

  	
   

  	
  5/15/2016

  	
   

  	
  78,963,638

  	
   

  
	
  19

  	
   

  	
  10/15/2009

  	
   

  	
  186,517,560

  	
   

  	
  59

  	
   

  	
  2/15/2013

  	
   

  	
  132,059,878

  	
   

  	
  99

  	
   

  	
  6/15/2016

  	
   

  	
  77,602,196

  	
   

  
	
  20

  	
   

  	
  11/15/2009

  	
   

  	
  185,156,118

  	
   

  	
  60

  	
   

  	
  3/15/2013

  	
   

  	
  130,698,436

  	
   

  	
  100

  	
   

  	
  7/15/2016

  	
   

  	
  76,240,754

  	
   

  
	
  21

  	
   

  	
  12/15/2009

  	
   

  	
  183,794,675

  	
   

  	
  61

  	
   

  	
  4/15/2013

  	
   

  	
  129,336,994

  	
   

  	
  101

  	
   

  	
  8/15/2016

  	
   

  	
  74,879,312

  	
   

  
	
  22

  	
   

  	
  1/15/2010

  	
   

  	
  182,433,233

  	
   

  	
  62

  	
   

  	
  5/15/2013

  	
   

  	
  127,975,552

  	
   

  	
  102

  	
   

  	
  9/15/2016

  	
   

  	
  73,517,870

  	
   

  
	
  23

  	
   

  	
  2/15/2010

  	
   

  	
  181,071,791

  	
   

  	
  63

  	
   

  	
  6/15/2013

  	
   

  	
  126,614,110

  	
   

  	
  103

  	
   

  	
  10/15/2016

  	
   

  	
  72,156,428

  	
   

  
	
  24

  	
   

  	
  3/15/2010

  	
   

  	
  179,710,349

  	
   

  	
  64

  	
   

  	
  7/15/2013

  	
   

  	
  125,252,668

  	
   

  	
  104

  	
   

  	
  11/15/2016

  	
   

  	
  70,794,986

  	
   

  
	
  25

  	
   

  	
  4/15/2010

  	
   

  	
  178,348,907

  	
   

  	
  65

  	
   

  	
  8/15/2013

  	
   

  	
  123,891,226

  	
   

  	
  105

  	
   

  	
  12/15/2016

  	
   

  	
  69,433,544

  	
   

  
	
  26

  	
   

  	
  5/15/2010

  	
   

  	
  176,987,465

  	
   

  	
  66

  	
   

  	
  9/15/2013

  	
   

  	
  122,529,784

  	
   

  	
  106

  	
   

  	
  1/15/2017

  	
   

  	
  68,072,102

  	
   

  
	
  27

  	
   

  	
  6/15/2010

  	
   

  	
  175,626,023

  	
   

  	
  67

  	
   

  	
  10/15/2013

  	
   

  	
  121,168,342

  	
   

  	
  107

  	
   

  	
  2/15/2017

  	
   

  	
  66,710,660

  	
   

  
	
  28

  	
   

  	
  7/15/2010

  	
   

  	
  174,264,581

  	
   

  	
  68

  	
   

  	
  11/15/2013

  	
   

  	
  119,806,900

  	
   

  	
  108

  	
   

  	
  3/15/2017

  	
   

  	
  65,349,218

  	
   

  
	
  29

  	
   

  	
  8/15/2010

  	
   

  	
  172,903,139

  	
   

  	
  69

  	
   

  	
  12/15/2013

  	
   

  	
  118,445,458

  	
   

  	
  109

  	
   

  	
  4/15/2017

  	
   

  	
  63,987,776

  	
   

  
	
  30

  	
   

  	
  9/15/2010

  	
   

  	
  171,541,697

  	
   

  	
  70

  	
   

  	
  1/15/2014

  	
   

  	
  117,084,015

  	
   

  	
  110

  	
   

  	
  5/15/2017

  	
   

  	
  62,626,334

  	
   

  
	
  31

  	
   

  	
  10/15/2010

  	
   

  	
  170,180,255

  	
   

  	
  71

  	
   

  	
  2/15/2014

  	
   

  	
  115,722,573

  	
   

  	
  111

  	
   

  	
  6/15/2017

  	
   

  	
  61,264,892

  	
   

  
	
  32

  	
   

  	
  11/15/2010

  	
   

  	
  168,818,813

  	
   

  	
  72

  	
   

  	
  3/15/2014

  	
   

  	
  114,361,131

  	
   

  	
  112

  	
   

  	
  7/15/2017

  	
   

  	
  59,903,450

  	
   

  
	
  33

  	
   

  	
  12/15/2010

  	
   

  	
  167,457,371

  	
   

  	
  73

  	
   

  	
  4/15/2014

  	
   

  	
  112,999,689

  	
   

  	
  113

  	
   

  	
  8/15/2017

  	
   

  	
  58,542,008

  	
   

  
	
  34

  	
   

  	
  1/15/2011

  	
   

  	
  166,095,929

  	
   

  	
  74

  	
   

  	
  5/15/2014

  	
   

  	
  111,638,247

  	
   

  	
  114

  	
   

  	
  9/15/2017

  	
   

  	
  57,180,566

  	
   

  
	
  35

  	
   

  	
  2/15/2011

  	
   

  	
  164,734,487

  	
   

  	
  75

  	
   

  	
  6/15/2014

  	
   

  	
  110,276,805

  	
   

  	
  115

  	
   

  	
  10/15/2017

  	
   

  	
  55,819,124

  	
   

  
	
  36

  	
   

  	
  3/15/2011

  	
   

  	
  163,373,045

  	
   

  	
  76

  	
   

  	
  7/15/2014

  	
   

  	
  108,915,363

  	
   

  	
  116

  	
   

  	
  11/15/2017

  	
   

  	
  54,457,682

  	
   

  
	
  37

  	
   

  	
  4/15/2011

  	
   

  	
  162,011,603

  	
   

  	
  77

  	
   

  	
  8/15/2014

  	
   

  	
  107,553,921

  	
   

  	
  117

  	
   

  	
  12/15/2017

  	
   

  	
  53,096,240

  	
   

  
	
  38

  	
   

  	
  5/15/2011

  	
   

  	
  160,650,161

  	
   

  	
  78

  	
   

  	
  9/15/2014

  	
   

  	
  106,192,479

  	
   

  	
  118

  	
   

  	
  1/15/2018

  	
   

  	
  51,734,798

  	
   

  
	
  39

  	
   

  	
  6/15/2011

  	
   

  	
  159,288,719

  	
   

  	
  79

  	
   

  	
  10/15/2014

  	
   

  	
  104,831,037

  	
   

  	
  119

  	
   

  	
  2/15/2018

  	
   

  	
  50,373,356

  	
   

  
	
  40

  	
   

  	
  7/15/2011

  	
   

  	
  157,927,277

  	
   

  	
  80

  	
   

  	
  11/15/2014

  	
   

  	
  103,469,595

  	
   

  	
  120

  	
   

  	
  3/15/2018

  	
   

  	
  49,011,913

  	
   

  



 


iii

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  In:

  	
   

  	
  Scheduled

  Targeted

  Principal

  Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  121

  	
   

  	
  4/15/2018

  	
   

  	
  47,650,471

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  122

  	
   

  	
  5/15/2018

  	
   

  	
  46,289,029

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  123

  	
   

  	
  6/15/2018

  	
   

  	
  44,927,587

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  124

  	
   

  	
  7/15/2018

  	
   

  	
  43,566,145

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  125

  	
   

  	
  8/15/2018

  	
   

  	
  42,204,703

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  126

  	
   

  	
  9/15/2018

  	
   

  	
  40,843,261

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  127

  	
   

  	
  10/15/2018

  	
   

  	
  39,481,819

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  128

  	
   

  	
  11/15/2018

  	
   

  	
  38,120,377

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  129

  	
   

  	
  12/15/2018

  	
   

  	
  36,758,935

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  130

  	
   

  	
  1/15/2019

  	
   

  	
  35,397,493

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  131

  	
   

  	
  2/15/2019

  	
   

  	
  34,036,051

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  132

  	
   

  	
  3/15/2019

  	
   

  	
  32,674,609

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  133

  	
   

  	
  4/15/2019

  	
   

  	
  31,313,167

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  134

  	
   

  	
  5/15/2019

  	
   

  	
  29,951,725

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  135

  	
   

  	
  6/15/2019

  	
   

  	
  28,590,283

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  136

  	
   

  	
  7/15/2019

  	
   

  	
  27,228,841

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  137

  	
   

  	
  8/15/2019

  	
   

  	
  25,867,399

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  138

  	
   

  	
  9/15/2019

  	
   

  	
  24,505,957

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  139

  	
   

  	
  10/15/2019

  	
   

  	
  23,144,515

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  140

  	
   

  	
  11/15/2019

  	
   

  	
  21,783,073

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  141

  	
   

  	
  12/15/2019

  	
   

  	
  20,421,631

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  142

  	
   

  	
  1/15/2020

  	
   

  	
  19,060,189

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  143

  	
   

  	
  2/15/2020

  	
   

  	
  17,698,747

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  144

  	
   

  	
  3/15/2020

  	
   

  	
  16,337,304

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  145

  	
   

  	
  4/15/2020

  	
   

  	
  14,975,862

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  146

  	
   

  	
  5/15/2020

  	
   

  	
  13,614,420

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  147

  	
   

  	
  6/15/2020

  	
   

  	
  12,252,978

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  148

  	
   

  	
  7/15/2020

  	
   

  	
  10,891,536

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  149

  	
   

  	
  8/15/2020

  	
   

  	
  9,530,094

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  150

  	
   

  	
  9/15/2020

  	
   

  	
  8,168,652

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  151

  	
   

  	
  10/15/2020

  	
   

  	
  6,807,210

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  152

  	
   

  	
  11/15/2020

  	
   

  	
  5,445,768

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  153

  	
   

  	
  12/15/2020

  	
   

  	
  4,084,326

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  154

  	
   

  	
  1/15/2021

  	
   

  	
  2,722,884

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  155

  	
   

  	
  2/15/2021

  	
   

  	
  1,361,442

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  156

  	
   

  	
  3/15/2021

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


iv

















 


SCHEDULE 2


SERIES 2008-A1 SUPPLEMENT


 


2008 ENGINES


 


	
  Engine Serial

  Number

  	
   

  	
  Manufacturer

  	
   

  	
  Model

  	
   

  
	
  894329

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  
	
  697496

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B4/3

  	
   

  
	
  894328

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  
	
  567323

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C4/P

  	
   

  
	
  892939

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B26

  	
   

  
	
  V12471

  	
   

  	
  International Aero Engines

  	
   

  	
  V2527-A5

  	
   

  
	
  729086

  	
   

  	
  Pratt & Whitney

  	
   

  	
  PW4062-3

  	
   

  
	
  V12470

  	
   

  	
  International Aero Engines

  	
   

  	
  V2527-A5

  	
   

  
	
  896177

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B/3

  	
   

  
	
  697519

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B4/3

  	
   

  
	
  V12373

  	
   

  	
  International Aero Engines

  	
   

  	
  V2527-A5

  	
   

  



 


i