Exhibit 10.24


 


EXECUTION VERSION


 




 





WILLIS ENGINE
SECURITIZATION TRUST,


as issuer of Series 2008-B1 Notes,


 


and


 


DEUTSCHE BANK TRUST
COMPANY AMERICAS,


as Indenture Trustee


 






 


SERIES
2008-B1 SUPPLEMENT


 


Dated as of March 28, 2008


 


to


 


INDENTURE


 


amended and restated as of December 13, 2007


 






 


SERIES 2008-B1 NOTES




 





 

















 


TABLE OF CONTENTS


	
   

  	
   

  	
  Page

  
	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS;
  CALCULATION GUIDELINES

  
	
   

  	
   

  	
   

  
	 
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	 
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  CREATION OF THE SERIES
  2008-B1 NOTES

  
	
   

  	
   

  	
   

  
	 
	
  Section 2.01.

  	
  Designation

  	
  4

  
	 
	
  Section 2.02.

  	
  Authentication and Delivery

  	
  5

  
	 
	
  Section 2.03.

  	
  Interest Payments on the Series 2008-B1 Notes

  	
  6

  
	 
	
  Section 2.04.

  	
  Principal Payments on the Series 2008-B1 Notes

  	
  7

  
	 
	
  Section 2.05.

  	
  Prepayment of Principal on the Series 2008-B1
  Notes

  	
  7

  
	 
	
  Section 2.06.

  	
  Manner of Payment

  	
  8

  
	 
	
  Section 2.07.

  	
  Restrictions on Transfer

  	
  8

  
	 
	
  Section 2.08.

  	
  Final Maturity Date

  	
  8

  
	 
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  NOTE PROCEEDS; SERIES
  2008-B1 ACCOUNT,

  
	 
	
  APPLICATION OF AMOUNTS
  THEREIN

  
	
   

  	
   

  	
   

  
	 
	
  Section 3.01.

  	
  Application of Note Proceeds

  	
  8

  
	 
	
  Section 3.02.

  	
  Series 2008-B1 Series Account

  	
  8

  
	 
	
  Section 3.03.

  	
  Distributions from Series 2008-B1
  Series Account

  	
  9

  
	 
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  CONDITIONS PRECEDENT TO
  OBLIGATIONS OF SERIES 2008-B1 HOLDERS

  
	
   

  	
   

  	
   

  
	 
	
  Section 4.01.

  	
  Conditions Precedent to Obligations of Series 2008-B1
  Holders to Purchase Series 2008-B1 Notes

  	
  11

  
	 
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND
  WARRANTIES

  
	
   

  	
   

  	
   

  
	 
	
  Section 5.01.

  	
  Indenture Representations and Warranties

  	
  11

  
	 
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS
  PROVISIONS

  
	
   

  	
   

  	
   

  
	 
	
  Section 6.01.

  	
  Ratification of Indenture

  	
  11

  
	 
	
  Section 6.02.

  	
  Counterparts

  	
  11

  
	 
	
  Section 6.03.

  	
  Governing Law; Jurisdiction

  	
  11

  
				



 


i

















 


	 
	
  Section 6.04.

  	
  Notices to Rating Agencies

  	
  12

  
	 
	
  Section 6.05.

  	
  Statutory References

  	
  12

  
	 
	
  Section 6.06.

  	
  Amendments and Modifications

  	
  12

  
	 
	
  Section 6.07.

  	
  Waiver of Jury Trial

  	
  12

  
	 
	
  Section 6.08.

  	
  Appointment of Representative

  	
  12

  
	 
	
  Section 6.09.

  	
  Tax Matters

  	
  12

  
	 
	
   

  	
   

  	
   

  
	
  EXHIBIT

  
	
   

  	
   

  	
   

  
	 
	
  EXHIBIT A

  	
  Form of Series 2008-B1 Note

  	
   

  
	 
	
   

  	
   

  	
   

  
	
  SCHEDULE

  
	
   

  	
   

  	
   

  
	 
	
  SCHEDULE 1

  	
  Scheduled Targeted Principal Balance by Payment Date

  	
   

  
				



 


ii

















 


This
SERIES 2008-B1 SUPPLEMENT, dated as of March 28, 2008 (as amended,
modified or supplemented from time to time, this “Supplement”
or the “Series 2008-B1 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 B Term Notes, the proceeds of which are to
be used to refinance the Series 2005-B2 Warehouse Notes; 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-B1
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.


 


 “Additional Interest”
means, for the Series 2008-B1 Notes, interest at the Series 2008-B1
Base Interest Rate on the aggregate amount of any unpaid interest on the Series 2008-B1
Notes (including any unpaid portion of the Base Interest Amount and any
Additional Interest Amount).


 


“Additional
Interest Amount” means, for any Payment Date for the Series 2008-B1
Notes, an amount equal to the Additional Interest for the Series 2008-B1
Notes on the aggregate amount of unpaid interest (including any unpaid portion
of any Base Interest Amount and any Additional Interest Amount for the Series 2008-B1
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-B1
Notes on any prior Payment Date. The
amount described in the preceding sentence constitutes the Additional Interest
Amount for the Series 2008-B1 Notes for purposes of Sections 3.13 and 3.14
of the Indenture.


 


“Base
Interest Amount” means, for any Payment Date for the Series 2008-B1
Notes, an amount equal to the accrued and unpaid interest at the Series 2008-B1
Base Interest


 

















 


Rate on the Outstanding
Principal Balance of the Series 2008-B1 Notes for the Interest Accrual
Period ending on such date. The amount
described in the preceding sentence constitutes the Base Interest Amount for
the Series 2008-B1 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.


 


“Holder Indemnified Amounts”
means indemnification payments as provided for in Article 7 of the Series 2008-B1
Note Purchase Agreement.


 


“ Interest
Amount” means, for any Payment Date for the Series 2008-B1
Holders, an amount equal to the sum of the Base Interest Amount and the
Additional Interest Amount due and payable on the Series 2008-B1 Notes on
such Payment Date.


 


 “Majority
of Holders” means, with respect to the Series 2008-B1 Notes as
of any date of determination, Series 2008-B1 Holders that, individually or
in the aggregate, own Series 2008-B1 Notes representing more than fifty
percent (50%) of the then aggregate Outstanding Principal Balance of the Series 2008-B1
Notes.


 


“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-B1 Notes in
accordance with the terms of this Supplement.


 


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


 


 “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-B1 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

  	
   

  	
  2.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  1.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  After
  the second anniversary of the Closing Date

  	
   

  	
  0.00

  	
  %

  



 


2

















 


“Redemption Price”
shall mean, in any Optional Redemption, the Outstanding Principal Balance of
the Series 2008-B1 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”.


 


“Scheduled Targeted Principal Balance” means for the Series 2008-B1
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
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 Notes” means the notes issued pursuant to the Series 2008-A1
Note Purchase Agreement and the Series 2008-A1 Supplement.


 


“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 Supplement” means the Series 2008-A1 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.


 


 “Series 2008-B1
Base Interest Rate” means, for each Interest Accrual Period,
One-Month LIBOR plus 3.50% per annum.


 


“Series 2008-B1
Definitive Notes”
means Series 2008-B1 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-B1 Expected Final Payment Date” means March 15,
2023.


 


3

















 


“Series 2008-B1 Final Maturity Date” means December 15,
2032.


 


“Series 2008-B1
Holders” means, on the Closing Date, the Initial Series 2008-B1 Holder (as defined 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.


 


“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 Initial Series 2008-B1
Holder, as amended, modified or supplemented from time to time in accordance
with its terms.


 


“Series 2008-B1 Notes” means the Series of Notes
designated as the “Series 2008-B1 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-B1
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-B1 Transaction Documents” means any and all
of this Supplement, the Series 2008-B1 Notes, and the other Related
Documents, as any of the foregoing may from time to time be amended, modified,
supplemented or renewed.


 


 “Specified Period”
means one month.


 


“Supplemental
Principal Payment Amount” means, for the Series 2008-B1 Notes
on any Payment Date, the amount (if any) of a Series B Supplemental
Principal Payment Amount allocated and paid to the Series 2008-B1 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-B1 NOTES


 


Section 2.01.     Designation.


 


(a)           There is
hereby created a Series of Series B Term Notes to be issued pursuant
to the Indenture and this Supplement and to be known as the “Series 2008-B1
Floating Rate Secured Notes”, referred to herein as the “Series 2008-B1
Notes”. The Series 2008-B1 Notes may be issued in an aggregate principal
amount up to $32,000,000, provided that Series 2008-B1 Note in the initial
principal balance of $20,282,212.00 will be issued on the Closing


 


4

















 


Date.  WEST may, from time to time after the Closing
Date and up to and including September 30, 2008 (the “Issuance Period”),
issue additional Series 2008-B1 Notes in an aggregate initial principal
balance up to $11,717,788.00 adjusted as provided below. The Series 2008-B1
Notes and will not have priority over any other Series of Series B
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-B1 Notes
(including Series 2008-B1 Notes issued during the Issuance Period) is March 28,
2008. The Series 2008-B1 Notes are classified as “Term Notes”, “Series B
Notes”, “Series B Term Notes”, and “Floating Rate Notes”, as each such
term is used in the Indenture. The Series 2008-B1 Notes will be rated on
the Closing Date by each of Moody’s and Fitch. 
The Series 2008-B1 Notes shall be issued in the form of Definitive
Notes.


 


(b)           The first
Payment Date with respect to the Series 2008-B1 Notes shall be on April 15,
2008.


 


(c)           Payments
of principal on the Series 2008-B1 Notes shall be made from funds on
deposit in the Series 2008-B1 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.  If, at the time any Series 2008-B1 Notes
are issued after the Closing Date and, during the Issuance Period, the
Outstanding Principal Balance of the Series 2008-B1 Notes issued on the
Closing Date has been reduced by principal payments made in accordance with Section 2.04
hereof, the initial principal amount of the Series 2008-B1 Notes issued
after the Closing Date shall be reduced in proportion to the principal payments
so made, and the remaining Scheduled Targeted Principal Balances shall be
increased proportionately to the initial principal balance of the Series 2008-B1
Notes being issued after the Closing Date.


 


(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-B1 Notes in accordance with
such written direction and (ii) shall deliver such Series 2008-B1
Notes to the Series 2008-B1 Holders, in accordance with such written
direction.


 


(b)           The Series 2008-B1
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;


 


5

















 


 


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


 


(c)           The Series 2008-B1
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.


 


(d)           The Series 2008-B1
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-B1 Notes.


 


(a)           Interest
on Series 2008-B1 Notes.  Interest
on each Series 2008-B1 Note shall (i) accrue during each Interest
Accrual Period at the Series 2008-B1 Base Interest 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-B1 Note
during such Interest Accrual Period. All
amounts of the Base Interest Amount for Series 2008-B1 Notes shall be due
and payable on the earlier to occur of (i) the date on which the Series 2008-B1
Notes have been accelerated in accordance with the provisions of Section 4.02
of the Indenture and (ii) the Series 2008-B1 Final Maturity Date.  The Administrative Agent shall include in the
Monthly Report delivered to the Series 2008-B1 Holders the Series 2008-B1
Base Interest 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 Base Interest Amount on any Series 2008-B1 Note when due, or any other
amount becoming due under this Supplement (other than payments of principal on
the Series 2008-B1 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-B1
Notes have been accelerated in accordance with the provisions of Section 4.02
of the Indenture and (ii) the Series 2008-B1 Final Maturity Date.


 


(c)           Maximum
Interest Rate.  In no event shall the
interest charged with respect to a Series 2008-B1 Note exceed the maximum
amount permitted by Applicable Law.  If
at any time the Interest Amount charged with respect to the Series 2008-B1
Notes exceeds the maximum rate permitted by Applicable Law, the rate of
interest to accrue pursuant to this Supplement and such Series 2008-B1
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-B1 Note below the maximum amount permitted by
Applicable Law until the total amount of interest accrued on such Series 2008-B1
Note equals the amount of interest that would have accrued if a varying rate
per annum equal to the interest


 


6

















 


rate
had at all times been in effect.  If the
total amount of interest paid or accrued on the Series 2008-B1 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-B1 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.


 


Section 2.04.     Principal
Payments on the Series 2008-B1 Notes.


 


(a)           The
Scheduled Principal Payment Amount calculated for the Series 2008-B1 Notes
for each Payment Date shall be payable to the Holders of the Series 2008-B1
Notes on each Payment Date from amounts deposited in the Series 2008-B1 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-B1 Notes
pursuant to Section 3.15(b) of the Indenture shall be payable to the
Holders of the Series 2008-B1 Notes on such Payment Date from amounts
deposited in the Series 2008-B1 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-B1 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-B1
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-B1
Final Maturity Date.


 


(b)           The
Scheduled Targeted Principal Balances for the Series 2008-B1 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-B1 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-B1
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-B1 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


 


7

















 


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)           The
Scheduled Targeted Principal Balances on any Optional Redemption Date for an
Optional Redemption in part 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-B1 Notes payable on each Payment
Date shall be paid to the Series 2008-B1 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-B1 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-B1 Note Purchase Agreement,
the Series 2008-B1 Notes to the Persons named as Series 2008-B1
Holders in the Series 2008-B1 Note Purchase Agreement and deliver such Series 2008-B1
Notes in accordance herewith and therewith. Thereafter, no Series 2008-B1
Note may be sold, transferred or otherwise disposed of except in compliance with
the provisions of the Indenture, this Supplement and the Series 2008-B1
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-B1 Notes are made in accordance with the
Securities Act or any other law; provided
that with respect to Series 2008-B1 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-B1 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-B1 Transaction Documents shall
be due and payable in full on the earlier to occur of (i) the date on
which the Series 2008-B1 Notes have been accelerated in accordance with
the provisions of Section 4.02 of the Indenture and (ii) the Series 2008-B1
Final Maturity Date.


 


ARTICLE III


 


NOTE PROCEEDS; SERIES 2008-B1 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 deposit in the
Redemption/Defeasance Account, out of the Net Proceeds of the Series 2008-B1
Notes, an amount to be used to repay the Series 2005-B2 Warehouse Notes.


 


Section 3.02.     Series 2008-B1
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


 


8

















 


shall maintain, so long as
any Series 2008-B1 Note is Outstanding, an Eligible Account which shall be
designated as the “Series 2008-B1 Series Account”, which account
shall be held in the name of the Indenture Trustee for the benefit of the Series 2008-B1
Holders. All deposits of funds by, or for the benefit of, the Series 2008-B1
Holders from the Collections Account and otherwise shall be accumulated in, and
withdrawn from, the Series 2008-B1 Series Account in accordance with
the provisions of the Indenture and this Supplement.


 


Section 3.03.     Distributions
from Series 2008-B1 Series Account.  On each Payment Date, the Indenture Trustee
shall distribute funds then on deposit in the Series 2008-B1 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-B1 Note on the related Record Date, an amount
equal to its pro rata portion of
the Base Interest Amount for each such Payment Date;


 


ii.               To each
Holder of a Series 2008-B1 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-B1 Notes on such Payment Date;


 


iii.            To each
Holder of a Series 2008-B1 Note on the related Record Date, an amount
equal to its pro rata portion of
the Series B Supplemental Principal Payment Amount (if any) then due and
payable to the Holders of the Series 2008-B1 Notes on such Payment Date;


 


iv.           To each
Holder of a Series 2008-B1 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-B1
Holders;


 


v.              To each
Holder of a Series 2008-B1 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-B1
Holders; and


 


vi.           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-B1
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:


 


9

















 


i.                  To each
Holder of a Series 2008-B1 Note on the related Record Date, an amount
equal to its pro rata portion of
the Base Interest Amount for such Payment Date;


 


ii.               To each
Holder of a Series 2008-B1 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-B1 Notes on such Payment Date;


 


iii.            To each
Holder of a Series 2008-B1 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-B1
Holders;


 


iv.           To each
Holder of a Series 2008-B1 Note on the related Record Date, an amount
equal to its pro rata portion of
the then unpaid principal balances of the Series 2008-B1 Notes then
Outstanding until the Outstanding Principal Balance of the Series 2008-B1
Notes has been reduced to zero;


 


v.              To each
Holder of a Series 2008-B1 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-B1
Holders; and


 


vi.           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-B1
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-B1 Note on the related Record Date, an amount
equal to its pro rata portion of
the Base Interest Amount for such Payment Date;


 


ii.               To each
Holder of a Series 2008-B1 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-B1
Holders;


 


iii.            To each
Holder of a Series 2008-B1 Note on the related Record Date, an amount
equal to its pro rata portion of
the then unpaid principal balances of the Series 2008-B1 Notes then
Outstanding until the Outstanding Principal Balance of the Series 2008-B1
Notes has been reduced to zero;


 


iv.           To each
Holder of a Series 2008-B1 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-B1
Holders; and


 


10
















 


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-B1
Series Account.


 


ARTICLE IV


 


CONDITIONS PRECEDENT TO OBLIGATIONS OF SERIES 2008-B1 HOLDERS


 


Section 4.01.               Conditions
Precedent to Obligations of Series 2008-B1 Holders to Purchase Series 2008-B1
Notes.  The Indenture Trustee shall
not authenticate the Series 2008-B1 Notes unless (a) all conditions
to the issuance of the Series 2008-B1 Notes set forth in Section 2.10(d) of
the Indenture and in Article 3 of the Series 2008-B1 Note Purchase
Agreement shall have been satisfied, and (b) WEST shall have delivered an
Officer’s Certificate 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-B1
Note Purchase Agreement shall have been satisfied.


 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES


 


Section 5.01.               Indenture Representations and
Warranties.  To induce the Series 2008-B1
Holders to purchase the Series 2008-B1 Notes hereunder, WEST hereby makes
to the Indenture Trustee for the benefit of the Series 2008-B1 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 


 


11

















 


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 this Supplement shall
terminate immediately if such Rating Agency no longer has a rating outstanding
with respect to the Series 2008-B1 Notes.


 


Section 6.05.               Statutory References.  References in this Supplement and any other Series 2008-B1
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-B1
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-B1 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-B1
Holders.


 


Section 6.09.               Tax Matters.  To the extent required by law, WEST will
timely file any tax returns, reports or information statements in respect of
the Series 2008-B1 Notes, including, without limitation, Form 8281,
to the extent applicable.


 


12

















 


[Signature page follows.]


 


13

















 


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:
  Arankra R. Paul

  
	
   

  	
   

  	
  Title:   Assistant
  Vice President

  



 


14

















 


EXHIBIT A


SERIES 2008-B1 SUPPLEMENT


 


FORM OF SERIES 2008-B1 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-B1 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-B1 Supplement, dated as of March 28, 2008 (as
amended, restated or otherwise modified from time to time, the “Series 2008-B1 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-B1 Floating Rate Secured
Note (this “Series 2008-B1 Note”) on the dates
and in the amounts set forth in the Indenture and the Series 2008-B1
Supplement. Capitalized terms not otherwise defined herein will have the
meaning set forth in the Indenture and the Series 2008-B1 Supplement.


 


Payment of the
principal of and interest on this Series 2008-B1 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-B1 Note is payable at the times and in
the amounts set forth in the Indenture and the Series 2008-B1 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-B1
Note is one of the authorized notes identified in the title hereto and issued
pursuant to the Indenture and the Series 2008-B1 Supplement.


 


The Series 2008-B1
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-B1
Note is transferable as provided in the Indenture and the Series 2008-B1
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-B1 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-B1 Notes.


 


WEST, the
Indenture Trustee and any other agent of WEST may treat the Person in whose
name this Series 2008-B1 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-B1
Note are subject to Optional Redemption, at the times and subject to the
conditions set forth in the Indenture and the Series 2008-B1 Supplement.


 


If an Event of
Default under the Indenture shall occur and be continuing, the principal of and
accrued interest on this Series 2008-B1 Note may be declared to be due and
payable in the manner and with the effect provided in the Indenture and the Series 2008-B1
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-B1
Note and on all future holders of this Series 2008-B1 Note and of any Series 2008-B1
Note issued in lieu hereof whether or not notation of such consent is made upon
this Series 2008-B1 Note. Supplements and amendments to the Indenture and
the Series 2008-B1 Supplement may be made only to the extent and in circumstances
permitted by the Indenture and the Series 2008-B1 Supplement.


 


The Holder of
this Series 2008-B1 Note shall have no right to enforce the provisions of
the Indenture and the Series 2008-B1 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-B1 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-B1
Supplement; provided, however, that nothing contained in the Indenture and the Series 2008-B1
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-B1
Note on or after the due date thereof.


 


The indebtedness evidenced by
the Notes issued under the Series 2008-B1 Supplement is, to the extent and
in the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Claims (as defined in the
Indenture), and this Series 2008-B1 Note is issued subject to such
provisions. Each Holder of this Series 2008-B1 Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Indenture Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture, and (c) appoints the Indenture Trustee his attorney-in-fact for
such purpose.


 


The maturity of this Series 2008-B1
Note is subject to acceleration upon the occurrence and during the continuance
of the Events of Default specified in the Indenture. The Holders of the Notes
issued under the Series 2008-B1 Supplement shall not be permitted to
deliver a Default Notice or to exercise any remedy in respect of any such Event
of Default until all interest on and principal of the Series B Notes have
been paid in full.


 


The Holder of this Series 2008-B1
Note agrees, by acceptance hereof, to pay over to the Administrative Agent any
money (including principal, premium and interest) paid to it in respect of this
Series 2008-B1 Note in the event that the Indenture Trustee, acting in
good faith, determines subsequently that such monies were not paid in
accordance with the priority of payment provisions of the Indenture or as a
result of any other mistake of fact or law on the part of the Administrative
Agent in making such payment.


 


A-4

















 


The subordination provisions
contained in Section 3.14 and Article XI of the Indenture may not be
amended or modified without the consent of each Hedge Counterparty, each Holder
of the subclass affected thereby and each Holder of any subclass of Notes
ranking senior thereto.


 


The
Indenture also contains provisions permitting the Holders of Notes representing
a majority of the Outstanding Principal Balance of the Senior Series of
Notes to waive compliance by WEST with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver shall be conclusive and binding upon all present and future
Holders of this Series 2008-B1 Note and of any Series 2008-B1 Note
issued upon the registration of transfer of, in exchange or in lieu of or upon
the refinancing of this Series 2008-B1 Note, whether or not notation of
such consent or waiver is made upon this Series 2008-B1 Note.


 


This Series 2008-B1
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-B1 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-B1 Supplement and the issuance of this Series 2008-B1
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-B1
Note shall not be entitled to any benefit under the Indenture and the Series 2008-B1
Supplement, or be valid or obligatory for any purpose.


 


IN WITNESS
WHEREOF, WEST has caused this Series 2008-B1 Note to be duly executed by
its duly authorized representative, as of the date first set above.


 


 


	
   

  	
  WILLIS
  ENGINE SECURITIZATION TRUST, as issuer of Series 2008-B1 Notes

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  



 


A-5

















 


This Note is
one of the Series 2008-B1 Notes described in the within-mentioned Series 2008-B1
Supplement.


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS, not in individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-6
















 


Schedule A
to Series 2008-B1 Note


 


Aggregate
principal amount of any Series 2008-B1 Note issued in exchange for a
portion or portions hereof and any portion or portions of any Series 2008-B1
Note exchanged for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal Amount Issued

  or Repaid

  	
   

  	
  Remaining Principal Amount

  of this Series 2008-B1 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-7

















 


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-B1 Note and all rights thereunder,
hereby irrevocably constituting and appointing
                                                            
attorney to transfer said Series 2008-B1 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-8

















 


In connection with any transfer
of this Series 2008-B1 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-B1 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-B1 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-B1 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-B1 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-9

















 


TO BE COMPLETED BY PURCHASER IF
(a) ABOVE IS CHECKED: The undersigned represents and warrants that it is
purchasing this Series 2008-B1 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-10

















 


SCHEDULE 1


SERIES 2008-B1 SUPPLEMENT


 


SCHEDULED
TARGETED PRINCIPAL BALANCES


 


Series 2008-B1 Scheduled Targeted
Principal Balances by Period


 


	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  In:

  	
   

  	
  Scheduled

  Targeted

  Principal Balance

  	
   

  	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  In:

  	
   

  	
  Scheduled

  Targeted

  Principal

  Balance

  	
   

  	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  In:

  	
   

  	
  Scheduled

  Targeted

  Principal Balance

  	
   

  
	
  1

  	
   

  	
  4/15/2008

  	
   

  	
  20,169,533

  	
   

  	
  41

  	
   

  	
  8/15/2011

  	
   

  	
  15,662,375

  	
   

  	
  81

  	
   

  	
  12/15/2014

  	
   

  	
  11,155,217

  	
   

  
	
  2

  	
   

  	
  5/15/2008

  	
   

  	
  20,056,854

  	
   

  	
  42

  	
   

  	
  9/15/2011

  	
   

  	
  15,549,696

  	
   

  	
  82

  	
   

  	
  1/15/2015

  	
   

  	
  11,042,538

  	
   

  
	
  3

  	
   

  	
  6/15/2008

  	
   

  	
  19,944,175

  	
   

  	
  43

  	
   

  	
  10/15/2011

  	
   

  	
  15,437,017

  	
   

  	
  83

  	
   

  	
  2/15/2015

  	
   

  	
  10,929,859

  	
   

  
	
  4

  	
   

  	
  7/15/2008

  	
   

  	
  19,831,496

  	
   

  	
  44

  	
   

  	
  11/15/2011

  	
   

  	
  15,324,338

  	
   

  	
  84

  	
   

  	
  3/15/2015

  	
   

  	
  10,817,180

  	
   

  
	
  5

  	
   

  	
  8/15/2008

  	
   

  	
  19,718,817

  	
   

  	
  45

  	
   

  	
  12/15/2011

  	
   

  	
  15,211,659

  	
   

  	
  85

  	
   

  	
  4/15/2015

  	
   

  	
  10,704,501

  	
   

  
	
  6

  	
   

  	
  9/15/2008

  	
   

  	
  19,606,138

  	
   

  	
  46

  	
   

  	
  1/15/2012

  	
   

  	
  15,098,980

  	
   

  	
  86

  	
   

  	
  5/15/2015

  	
   

  	
  10,591,822

  	
   

  
	
  7

  	
   

  	
  10/15/2008

  	
   

  	
  19,493,459

  	
   

  	
  47

  	
   

  	
  2/15/2012

  	
   

  	
  14,986,301

  	
   

  	
  87

  	
   

  	
  6/15/2015

  	
   

  	
  10,479,143

  	
   

  
	
  8

  	
   

  	
  11/15/2008

  	
   

  	
  19,380,780

  	
   

  	
  48

  	
   

  	
  3/15/2012

  	
   

  	
  14,873,622

  	
   

  	
  88

  	
   

  	
  7/15/2015

  	
   

  	
  10,366,464

  	
   

  
	
  9

  	
   

  	
  12/15/2008

  	
   

  	
  19,268,101

  	
   

  	
  49

  	
   

  	
  4/15/2012

  	
   

  	
  14,760,943

  	
   

  	
  89

  	
   

  	
  8/15/2015

  	
   

  	
  10,253,785

  	
   

  
	
  10

  	
   

  	
  1/15/2009

  	
   

  	
  19,155,422

  	
   

  	
  50

  	
   

  	
  5/15/2012

  	
   

  	
  14,648,264

  	
   

  	
  90

  	
   

  	
  9/15/2015

  	
   

  	
  10,141,106

  	
   

  
	
  11

  	
   

  	
  2/15/2009

  	
   

  	
  19,042,743

  	
   

  	
  51

  	
   

  	
  6/15/2012

  	
   

  	
  14,535,585

  	
   

  	
  91

  	
   

  	
  10/15/2015

  	
   

  	
  10,028,427

  	
   

  
	
  12

  	
   

  	
  3/15/2009

  	
   

  	
  18,930,065

  	
   

  	
  52

  	
   

  	
  7/15/2012

  	
   

  	
  14,422,906

  	
   

  	
  92

  	
   

  	
  11/15/2015

  	
   

  	
  9,915,748

  	
   

  
	
  13

  	
   

  	
  4/15/2009

  	
   

  	
  18,817,386

  	
   

  	
  53

  	
   

  	
  8/15/2012

  	
   

  	
  14,310,227

  	
   

  	
  93

  	
   

  	
  12/15/2015

  	
   

  	
  9,803,069

  	
   

  
	
  14

  	
   

  	
  5/15/2009

  	
   

  	
  18,704,707

  	
   

  	
  54

  	
   

  	
  9/15/2012

  	
   

  	
  14,197,548

  	
   

  	
  94

  	
   

  	
  1/15/2016

  	
   

  	
  9,690,390

  	
   

  
	
  15

  	
   

  	
  6/15/2009

  	
   

  	
  18,592,028

  	
   

  	
  55

  	
   

  	
  10/15/2012

  	
   

  	
  14,084,869

  	
   

  	
  95

  	
   

  	
  2/15/2016

  	
   

  	
  9,577,711

  	
   

  
	
  16

  	
   

  	
  7/15/2009

  	
   

  	
  18,479,349

  	
   

  	
  56

  	
   

  	
  11/15/2012

  	
   

  	
  13,972,190

  	
   

  	
  96

  	
   

  	
  3/15/2016

  	
   

  	
  9,465,032

  	
   

  
	
  17

  	
   

  	
  8/15/2009

  	
   

  	
  18,366,670

  	
   

  	
  57

  	
   

  	
  12/15/2012

  	
   

  	
  13,859,512

  	
   

  	
  97

  	
   

  	
  4/15/2016

  	
   

  	
  9,352,353

  	
   

  
	
  18

  	
   

  	
  9/15/2009

  	
   

  	
  18,253,991

  	
   

  	
  58

  	
   

  	
  1/15/2013

  	
   

  	
  13,746,833

  	
   

  	
  98

  	
   

  	
  5/15/2016

  	
   

  	
  9,239,674

  	
   

  
	
  19

  	
   

  	
  10/15/2009

  	
   

  	
  18,141,312

  	
   

  	
  59

  	
   

  	
  2/15/2013

  	
   

  	
  13,634,154

  	
   

  	
  99

  	
   

  	
  6/15/2016

  	
   

  	
  9,126,995

  	
   

  
	
  20

  	
   

  	
  11/15/2009

  	
   

  	
  18,028,633

  	
   

  	
  60

  	
   

  	
  3/15/2013

  	
   

  	
  13,521,475

  	
   

  	
  100

  	
   

  	
  7/15/2016

  	
   

  	
  9,014,316

  	
   

  
	
  21

  	
   

  	
  12/15/2009

  	
   

  	
  17,915,954

  	
   

  	
  61

  	
   

  	
  4/15/2013

  	
   

  	
  13,408,796

  	
   

  	
  101

  	
   

  	
  8/15/2016

  	
   

  	
  8,901,637

  	
   

  
	
  22

  	
   

  	
  1/15/2010

  	
   

  	
  17,803,275

  	
   

  	
  62

  	
   

  	
  5/15/2013

  	
   

  	
  13,296,117

  	
   

  	
  102

  	
   

  	
  9/15/2016

  	
   

  	
  8,788,959

  	
   

  
	
  23

  	
   

  	
  2/15/2010

  	
   

  	
  17,690,596

  	
   

  	
  63

  	
   

  	
  6/15/2013

  	
   

  	
  13,183,438

  	
   

  	
  103

  	
   

  	
  10/15/2016

  	
   

  	
  8,676,280

  	
   

  
	
  24

  	
   

  	
  3/15/2010

  	
   

  	
  17,577,917

  	
   

  	
  64

  	
   

  	
  7/15/2013

  	
   

  	
  13,070,759

  	
   

  	
  104

  	
   

  	
  11/15/2016

  	
   

  	
  8,563,601

  	
   

  
	
  25

  	
   

  	
  4/15/2010

  	
   

  	
  17,465,238

  	
   

  	
  65

  	
   

  	
  8/15/2013

  	
   

  	
  12,958,080

  	
   

  	
  105

  	
   

  	
  12/15/2016

  	
   

  	
  8,450,922

  	
   

  
	
  26

  	
   

  	
  5/15/2010

  	
   

  	
  17,352,559

  	
   

  	
  66

  	
   

  	
  9/15/2013

  	
   

  	
  12,845,401

  	
   

  	
  106

  	
   

  	
  1/15/2017

  	
   

  	
  8,338,243

  	
   

  
	
  27

  	
   

  	
  6/15/2010

  	
   

  	
  17,239,880

  	
   

  	
  67

  	
   

  	
  10/15/2013

  	
   

  	
  12,732,722

  	
   

  	
  107

  	
   

  	
  2/15/2017

  	
   

  	
  8,225,564

  	
   

  
	
  28

  	
   

  	
  7/15/2010

  	
   

  	
  17,127,201

  	
   

  	
  68

  	
   

  	
  11/15/2013

  	
   

  	
  12,620,043

  	
   

  	
  108

  	
   

  	
  3/15/2017

  	
   

  	
  8,112,885

  	
   

  
	
  29

  	
   

  	
  8/15/2010

  	
   

  	
  17,014,522

  	
   

  	
  69

  	
   

  	
  12/15/2013

  	
   

  	
  12,507,364

  	
   

  	
  109

  	
   

  	
  4/15/2017

  	
   

  	
  8,000,206

  	
   

  
	
  30

  	
   

  	
  9/15/2010

  	
   

  	
  16,901,843

  	
   

  	
  70

  	
   

  	
  1/15/2014

  	
   

  	
  12,394,685

  	
   

  	
  110

  	
   

  	
  5/15/2017

  	
   

  	
  7,887,527

  	
   

  
	
  31

  	
   

  	
  10/15/2010

  	
   

  	
  16,789,164

  	
   

  	
  71

  	
   

  	
  2/15/2014

  	
   

  	
  12,282,006

  	
   

  	
  111

  	
   

  	
  6/15/2017

  	
   

  	
  7,774,848

  	
   

  
	
  32

  	
   

  	
  11/15/2010

  	
   

  	
  16,676,485

  	
   

  	
  72

  	
   

  	
  3/15/2014

  	
   

  	
  12,169,327

  	
   

  	
  112

  	
   

  	
  7/15/2017

  	
   

  	
  7,662,169

  	
   

  
	
  33

  	
   

  	
  12/15/2010

  	
   

  	
  16,563,806

  	
   

  	
  73

  	
   

  	
  4/15/2014

  	
   

  	
  12,056,648

  	
   

  	
  113

  	
   

  	
  8/15/2017

  	
   

  	
  7,549,490

  	
   

  
	
  34

  	
   

  	
  1/15/2011

  	
   

  	
  16,451,128

  	
   

  	
  74

  	
   

  	
  5/15/2014

  	
   

  	
  11,943,969

  	
   

  	
  114

  	
   

  	
  9/15/2017

  	
   

  	
  7,436,811

  	
   

  
	
  35

  	
   

  	
  2/15/2011

  	
   

  	
  16,338,449

  	
   

  	
  75

  	
   

  	
  6/15/2014

  	
   

  	
  11,831,290

  	
   

  	
  115

  	
   

  	
  10/15/2017

  	
   

  	
  7,324,132

  	
   

  
	
  36

  	
   

  	
  3/15/2011

  	
   

  	
  16,225,770

  	
   

  	
  76

  	
   

  	
  7/15/2014

  	
   

  	
  11,718,611

  	
   

  	
  116

  	
   

  	
  11/15/2017

  	
   

  	
  7,211,453

  	
   

  
	
  37

  	
   

  	
  4/15/2011

  	
   

  	
  16,113,091

  	
   

  	
  77

  	
   

  	
  8/15/2014

  	
   

  	
  11,605,932

  	
   

  	
  117

  	
   

  	
  12/15/2017

  	
   

  	
  7,098,774

  	
   

  
	
  38

  	
   

  	
  5/15/2011

  	
   

  	
  16,000,412

  	
   

  	
  78

  	
   

  	
  9/15/2014

  	
   

  	
  11,493,253

  	
   

  	
  118

  	
   

  	
  1/15/2018

  	
   

  	
  6,986,095

  	
   

  
	
  39

  	
   

  	
  6/15/2011

  	
   

  	
  15,887,733

  	
   

  	
  79

  	
   

  	
  10/15/2014

  	
   

  	
  11,380,575

  	
   

  	
  119

  	
   

  	
  2/15/2018

  	
   

  	
  6,873,416

  	
   

  
	
  40

  	
   

  	
  7/15/2011

  	
   

  	
  15,775,054

  	
   

  	
  80

  	
   

  	
  11/15/2014

  	
   

  	
  11,267,896

  	
   

  	
  120

  	
   

  	
  3/15/2018

  	
   

  	
  6,760,737

  	
   

  



 


i

















 


	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  In:

  	
   

  	
  Scheduled

  Targeted

  Principal Balance

  	
   

  	
  Period

  	
   

  	
  Payment

  Date

  Occurring

  In:

  	
   

  	
  Scheduled

  Targeted

  Principal

  Balance

  	
   

  
	
  121

  	
   

  	
  4/15/2018

  	
   

  	
  6,648,058

  	
   

  	
  161

  	
   

  	
  8/15/2021

  	
   

  	
  2,140,900

  	
   

  
	
  122

  	
   

  	
  5/15/2018

  	
   

  	
  6,535,379

  	
   

  	
  162

  	
   

  	
  9/15/2021

  	
   

  	
  2,028,221

  	
   

  
	
  123

  	
   

  	
  6/15/2018

  	
   

  	
  6,422,700

  	
   

  	
  163

  	
   

  	
  10/15/2021

  	
   

  	
  1,915,542

  	
   

  
	
  124

  	
   

  	
  7/15/2018

  	
   

  	
  6,310,022

  	
   

  	
  164

  	
   

  	
  11/15/2021

  	
   

  	
  1,802,863

  	
   

  
	
  125

  	
   

  	
  8/15/2018

  	
   

  	
  6,197,343

  	
   

  	
  165

  	
   

  	
  12/15/2021

  	
   

  	
  1,690,184

  	
   

  
	
  126

  	
   

  	
  9/15/2018

  	
   

  	
  6,084,664

  	
   

  	
  166

  	
   

  	
  1/15/2022

  	
   

  	
  1,577,505

  	
   

  
	
  127

  	
   

  	
  10/15/2018

  	
   

  	
  5,971,985

  	
   

  	
  167

  	
   

  	
  2/15/2022

  	
   

  	
  1,464,826

  	
   

  
	
  128

  	
   

  	
  11/15/2018

  	
   

  	
  5,859,306

  	
   

  	
  168

  	
   

  	
  3/15/2022

  	
   

  	
  1,352,147

  	
   

  
	
  129

  	
   

  	
  12/15/2018

  	
   

  	
  5,746,627

  	
   

  	
  169

  	
   

  	
  4/15/2022

  	
   

  	
  1,239,469

  	
   

  
	
  130

  	
   

  	
  1/15/2019

  	
   

  	
  5,633,948

  	
   

  	
  170

  	
   

  	
  5/15/2022

  	
   

  	
  1,126,790

  	
   

  
	
  131

  	
   

  	
  2/15/2019

  	
   

  	
  5,521,269

  	
   

  	
  171

  	
   

  	
  6/15/2022

  	
   

  	
  1,014,111

  	
   

  
	
  132

  	
   

  	
  3/15/2019

  	
   

  	
  5,408,590

  	
   

  	
  172

  	
   

  	
  7/15/2022

  	
   

  	
  901,432

  	
   

  
	
  133

  	
   

  	
  4/15/2019

  	
   

  	
  5,295,911

  	
   

  	
  173

  	
   

  	
  8/15/2022

  	
   

  	
  788,753

  	
   

  
	
  134

  	
   

  	
  5/15/2019

  	
   

  	
  5,183,232

  	
   

  	
  174

  	
   

  	
  9/15/2022

  	
   

  	
  676,074

  	
   

  
	
  135

  	
   

  	
  6/15/2019

  	
   

  	
  5,070,553

  	
   

  	
  175

  	
   

  	
  10/15/2022

  	
   

  	
  563,395

  	
   

  
	
  136

  	
   

  	
  7/15/2019

  	
   

  	
  4,957,874

  	
   

  	
  176

  	
   

  	
  11/15/2022

  	
   

  	
  450,716

  	
   

  
	
  137

  	
   

  	
  8/15/2019

  	
   

  	
  4,845,195

  	
   

  	
  177

  	
   

  	
  12/15/2022

  	
   

  	
  338,037

  	
   

  
	
  138

  	
   

  	
  9/15/2019

  	
   

  	
  4,732,516

  	
   

  	
  178

  	
   

  	
  1/15/2023

  	
   

  	
  225,358

  	
   

  
	
  139

  	
   

  	
  10/15/2019

  	
   

  	
  4,619,837

  	
   

  	
  179

  	
   

  	
  2/15/2023

  	
   

  	
  112,679

  	
   

  
	
  140

  	
   

  	
  11/15/2019

  	
   

  	
  4,507,158

  	
   

  	
  180

  	
   

  	
  3/15/2023

  	
   

  	
  —

  	
   

  
	
  141

  	
   

  	
  12/15/2019

  	
   

  	
  4,394,479

  	
   

  	
  181

  	
   

  	
  4/15/2023

  	
   

  	
  —

  	
   

  
	
  142

  	
   

  	
  1/15/2020

  	
   

  	
  4,281,800

  	
   

  	
  182

  	
   

  	
  5/15/2023

  	
   

  	
  —

  	
   

  
	
  143

  	
   

  	
  2/15/2020

  	
   

  	
  4,169,121

  	
   

  	
  183

  	
   

  	
  6/15/2023

  	
   

  	
  —

  	
   

  
	
  144

  	
   

  	
  3/15/2020

  	
   

  	
  4,056,442

  	
   

  	
  184

  	
   

  	
  7/15/2023

  	
   

  	
  —

  	
   

  
	
  145

  	
   

  	
  4/15/2020

  	
   

  	
  3,943,763

  	
   

  	
  185

  	
   

  	
  8/15/2023

  	
   

  	
  —

  	
   

  
	
  146

  	
   

  	
  5/15/2020

  	
   

  	
  3,831,084

  	
   

  	
  186

  	
   

  	
  9/15/2023

  	
   

  	
  —

  	
   

  
	
  147

  	
   

  	
  6/15/2020

  	
   

  	
  3,718,406

  	
   

  	
  187

  	
   

  	
  10/15/2023

  	
   

  	
  —

  	
   

  
	
  148

  	
   

  	
  7/15/2020

  	
   

  	
  3,605,727

  	
   

  	
  188

  	
   

  	
  11/15/2023

  	
   

  	
  —

  	
   

  
	
  149

  	
   

  	
  8/15/2020

  	
   

  	
  3,493,048

  	
   

  	
  189

  	
   

  	
  12/15/2023

  	
   

  	
  —

  	
   

  
	
  150

  	
   

  	
  9/15/2020

  	
   

  	
  3,380,369

  	
   

  	
  190

  	
   

  	
  1/15/2024

  	
   

  	
  —

  	
   

  
	
  151

  	
   

  	
  10/15/2020

  	
   

  	
  3,267,690

  	
   

  	
  191

  	
   

  	
  2/15/2024

  	
   

  	
  —

  	
   

  
	
  152

  	
   

  	
  11/15/2020

  	
   

  	
  3,155,011

  	
   

  	
  192

  	
   

  	
  3/15/2024

  	
   

  	
  —

  	
   

  
	
  153

  	
   

  	
  12/15/2020

  	
   

  	
  3,042,332

  	
   

  	
  193

  	
   

  	
  4/15/2024

  	
   

  	
  —

  	
   

  
	
  154

  	
   

  	
  1/15/2021

  	
   

  	
  2,929,653

  	
   

  	
  194

  	
   

  	
  5/15/2024

  	
   

  	
  —

  	
   

  
	
  155

  	
   

  	
  2/15/2021

  	
   

  	
  2,816,974

  	
   

  	
  195

  	
   

  	
  6/15/2024

  	
   

  	
  —

  	
   

  
	
  156

  	
   

  	
  3/15/2021

  	
   

  	
  2,704,295

  	
   

  	
  196

  	
   

  	
  7/15/2024

  	
   

  	
  —

  	
   

  
	
  157

  	
   

  	
  4/15/2021

  	
   

  	
  2,591,616

  	
   

  	
  197

  	
   

  	
  8/15/2024

  	
   

  	
  —

  	
   

  
	
  158

  	
   

  	
  5/15/2021

  	
   

  	
  2,478,937

  	
   

  	
  198

  	
   

  	
  9/15/2024

  	
   

  	
  —

  	
   

  
	
  159

  	
   

  	
  6/15/2021

  	
   

  	
  2,366,258

  	
   

  	
  199

  	
   

  	
  10/15/2024

  	
   

  	
  —

  	
   

  
	
  160

  	
   

  	
  7/15/2021

  	
   

  	
  2,253,579

  	
   

  	
  200

  	
   

  	
  11/15/2024

  	
   

  	
  —

  	
   

  



 


ii