Exhibit

10.35




 




 




WILLIS

ENGINE FUNDING LLC




 




Issuer




 




and




 




THE BANK

OF NEW YORK




 




Indenture

Trustee




 




AMENDED

AND RESTATED




INDENTURE




 




Dated as

of December 13, 2002




 





























 




TABLE OF

CONTENTS




 




	

  ARTICLE I  DEFINITIONS


  
	

   


  	

   


  
	

  Section 101.


  	

  Defined Terms


  
	

  Section 102.


  	

  Other Definitional

  Provisions


  
	

  Section 103.


  	

  Computation of Time Periods


  
	

  Section 104.


  	

  Duties of Administrative

  Agent


  
	

   


  	

   


  
	

  ARTICLE

  II  THE NOTES


  
	

   


  	

   


  
	

  Section

  201.


  	

  Authorization of Notes


  
	

  Section 202.


  	

  Form of Notes


  
	

  Section 203.


  	

  Execution; Recourse

  Obligation


  
	

  Section 204.


  	

  Certificate of

  Authentication


  
	

  Section

  205.


  	

  Registration;

  Registration of Transfer and Exchange of Notes


  
	

  Section 206.


  	

  Mutilated,

  Destroyed, Lost and Stolen Notes


  
	

  Section 207.


  	

  Delivery,

  Retention and Cancellation of Notes


  
	

   


  	

   


  
	

  ARTICLE III  PAYMENT OF NOTES; STATEMENTS TO NOTEHOLDERS


  
	

   


  	

   


  
	

  Section

  301.


  	

  Principal and Interest


  
	

  Section

  302.


  	

  Direction to Lessees


  
	

  Section 303.


  	

  Trust Account


  
	

  Section

  304.


  	

  Investment of Monies Held in the

  Trust Account, the Restricted  Cash

  Account, Engine Reserve Account, the Security Deposit Account and Series

  Accounts


  
	

  Section

  305.


  	

  Reports to Noteholders


  
	

  Section 306.


  	

  Records


  
	

  Section

  307.


  	

  Restricted Cash Account


  
	

  Section

  308.


  	

  Engine Reserve Account


  
	

  Section

  309.


  	

  Security Deposit Account


  
	

  Section

  310.


  	

  Securities Accounts


  
	

   


  	

   


  
	

  ARTICLE

  IV  COLLATERAL


  
	

   


  	

   


  
	

  Section 401.


  	

  Collateral


  
	

  Section 402.


  	

  Pro Rata Interest


  
	

  Section 403.


  	

  Indenture Trustee’s Appointment as

  Attorney-in-Fact


  
	

  Section 404.


  	

  Release of Security

  Interest


  
	

  Section 405.


  	

  Administration of

  Collateral


  
	

  Section 406.


  	

  Quiet Enjoyment


  
	

  Section 407.


  	

  Acknowledgment


  





 




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  ARTICLE V 

  RIGHTS OF NOTEHOLDERS; ALLOCATION AND APPLICATION OF COLLECTIONS;

  REQUISITE GLOBAL MAJORITY


  
	

   


  	

   


  
	

  Section

  501.


  	

  Rights of Noteholders


  
	

  Section 502.


  	

  Collections and Allocations


  
	

  Section 503.


  	

  Determination of Requisite

  Global Majority


  
	

   


  	

   


  
	

  ARTICLE

  VI  COVENANTS


  
	

   


  	

   


  
	

  Section

  601.


  	

  Payment of Principal and Interest;

  Payment of Taxes


  
	

  Section

  602.


  	

  Maintenance of Office


  
	

  Section

  603.


  	

  Corporate Existence


  
	

  Section

  604.


  	

  Protection of Collateral


  
	

  Section 605.


  	

  Performance of Obligations


  
	

  Section

  606.


  	

  Negative Covenants


  
	

  Section 607.


  	

  Non-Consolidation of Issuer


  
	

  Section

  608.


  	

  No Bankruptcy Petition


  
	

  Section 609.


  	

  Liens


  
	

  Section 610.


  	

  Other

  Debt


  
	

  Section 611.


  	

  Guarantees, Loans, Advances and Other

  Liabilities


  
	

  Section 612.


  	

  Consolidation, Merger and Sale of Assets


  
	

  Section 613.


  	

  Other Agreements


  
	

  Section 614.


  	

  Charter Documents


  
	

  Section

  615.


  	

  Capital Expenditures


  
	

  Section

  616.


  	

  Permitted Activities


  
	

  Section

  617.


  	

  Investment Company Act


  
	

  Section

  618.


  	

  Payments of Collateral


  
	

  Section 619.


  	

  Notices


  
	

  Section 620.


  	

  Books and Records


  
	

  Section 621.


  	

  Taxes


  
	

  Section 622.


  	

  Subsidiaries


  
	

  Section 623.


  	

  Investments


  
	

  Section 624.


  	

  Use of Proceeds


  
	

  Section

  625.


  	

  Asset Base Certificate


  
	

  Section

  626.


  	

  Financial Statements


  
	

  Section 627.


  	

  Servicer Report


  
	

  Section

  628.


  	

  Cash Receipts Report


  
	

  Section 629.


  	

  Annual Portfolio Appraisal


  
	

   


  	

   


  
	

  ARTICLE VII  DISCHARGE OF INDENTURE; PREPAYMENTS


  
	

   


  	

   


  
	

  Section 701.


  	

  Full Discharge


  
	

  Section

  702.


  	

  Prepayment of Notes


  
	

  Section 703.


  	

  Unclaimed Funds


  





 




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  ARTICLE VIII  DEFAULT PROVISIONS AND REMEDIES


  
	

   


  	

   


  
	

  Section 801.


  	

  Event of Default


  
	

  Section

  802.


  	

  Acceleration of Stated Maturity;

  Rescission and Annulment


  
	

  Section 803.


  	

  Collection of Indebtedness


  
	

  Section 804.


  	

  Remedies


  
	

  Section

  805.


  	

  Indenture Trustee May Enforce

  Claims Without Possession of Notes


  
	

  Section 806.


  	

  Allocation of Money

  Collected


  
	

  Section

  807.


  	

  Limitation on Suits


  
	

  Section

  808.


  	

  Unconditional Right of Holders to

  Receive Principal and Interest


  
	

  Section

  809.


  	

  Restoration of Rights and

  Remedies


  
	

  Section

  810.


  	

  Rights and Remedies Cumulative


  
	

  Section 811.


  	

  Delay or Omission Not Waiver


  
	

  Section 812.


  	

  Control by the Control

  Party of the Affected Series


  
	

  Section 813.


  	

  Waiver of Past Defaults


  
	

  Section

  814.


  	

  Undertaking for Costs


  
	

  Section 815.


  	

  Waiver of Stay or

  Extension Laws


  
	

  Section

  816.


  	

  Sale of Collateral


  
	

  Section 817.


  	

  Action on Notes


  
	

   


  	

   


  
	

  ARTICLE

  IX  CONCERNING THE INDENTURE TRUSTEE


  
	

   


  	

   


  
	

  Section 901.


  	

  Duties of Indenture Trustee


  
	

  Section 902.


  	

  Certain Matters Affecting the

  Indenture Trustee


  
	

  Section 903.


  	

  Indenture Trustee Not

  Liable


  
	

  Section 904.


  	

  Indenture Trustee May

  Own Notes


  
	

  Section 905.


  	

  Indenture

  Trustee’s Fees and Expenses


  
	

  Section

  906.


  	

  Eligibility

  Requirements for Indenture Trustee


  
	

  Section

  907.


  	

  Resignation

  and Removal of Indenture Trustee


  
	

  Section 908.


  	

  Successor Indenture Trustee


  
	

  Section

  909.


  	

  Merger or

  Consolidation of Indenture Trustee


  
	

  Section 910.


  	

  Separate Indenture

  Trustees, Co-Indenture Trustees and Custodians


  
	

  Section 911.


  	

  Representations, Warranties and

  Covenants


  
	

  Section 912.


  	

  Indenture Trustee Offices


  
	

  Section 913.


  	

  Notice of Event of Default


  
	

   


  	

   


  
	

  ARTICLE

  X  SUPPLEMENTAL INDENTURES


  
	

   


  	

   


  
	

  Section 1001.


  	

  Supplemental Indentures Not

  Creating a New Series Without Consent of Holders


  
	

  Section 1002.


  	

  Supplemental Indentures Not

  Creating a New Series with Consent of Holders


  
	

  Section 1003.


  	

  Execution of

  Supplemental Indentures


  
	

  Section 1004.


  	

  Effect of

  Supplemental Indentures


  
	

  Section

  1005.


  	

  Reference

  in Notes to Supplemental Indentures


  
	

  Section 1006.


  	

  Issuance of Series of Notes


  





 




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  ARTICLE

  XI  HOLDERS LISTS


  
	

   


  	

   


  
	

  Section

  1101.


  	

  Issuer to Furnish Indenture Trustee

  Names and Addresses of Holders


  
	

  Section 1102.


  	

  Preservation of

  Information; Communications to Holders


  
	

   


  	

   


  
	

  ARTICLE XII  EARLY AMORTIZATION EVENT


  
	

   


  	

   


  
	

  Section 1201.


  	

  Early Amortization Event


  
	

  Section 1202.


  	

  Other Series


  
	

   


  	

   


  
	

  ARTICLE XIII  MISCELLANEOUS PROVISIONS


  
	

   


  	

   


  
	

  Section

  1301.


  	

  Compliance Certificates and

  Opinions


  
	

  Section 1302.


  	

  Form of Documents Delivered to

  Indenture Trustee


  
	

  Section 1303.


  	

  Acts of Holders


  
	

  Section 1304.


  	

  Inspection


  
	

  Section

  1305.


  	

  Limitation of Rights


  
	

  Section 1306.


  	

  Severability


  
	

  Section 1307.


  	

  Notices


  
	

  Section

  1308.


  	

  Consent to Jurisdiction


  
	

  Section 1309.


  	

  Captions


  
	

  Section 1310.


  	

  Governing Law


  
	

  Section 1311.


  	

  No Petition


  
	

  Section 1312.


  	

  General Interpretive

  Principles


  
	

  Section 1313.


  	

  Effective Date of

  Transaction


  
	

  Section 1314.


  	

  Counterparts


  
	

   


  	

   


  
	

  EXHIBIT A – Eligible Engines and Economic Life


  
	

  EXHIBIT B - Definitions


  
	

  EXHIBIT C - Intentionally Omitted


  
	

  EXHIBIT D - Transfer Certificate (Rule 144A)


  
	

  EXHIBIT E - Transfer Certificate (other than Rule

  144A)


  
	

  EXHIBIT F - Form of Non-Recourse Release


  





 




iv





























 




This Amended and Restated Indenture, dated as of

December 13, 2002 (as amended or supplemented from time to time as permitted

hereby, the “Indenture”), between Willis Engine Funding LLC, a limited

liability company organized and existing under the laws of the State of

Delaware (the “Issuer”) and The Bank of New York, a New York banking

corporation, as Indenture Trustee (the “Indenture Trustee”).




 




W

I T N E S S E T H:




 




The Issuer and the Indenture Trustee are party to the Indenture dated

as of September 12, 2002, as supplemented by the Series 2002-1 Supplement dated

as of September 12, 2002, which was recorded by the Federal Aviation

Administration on December 6, 2002 and assigned Conveyance No. J001811 (as so

supplemented, the “Original Indenture”), pursuant to which certain Notes were

issued and are outstanding.




 




The Issuer has requested, and with the unanimous consent of the Holders

of the outstanding Willis Engine Funding LLC Secured Notes, Series 2002-1,

Class A and B, the Indenture Trustee has agreed, to amend and restate the

Original Indenture as provided herein.




 




In consideration of the mutual agreements herein contained, each party

agrees as follows for the benefit of the other parties, the Noteholders and any

Series Enhancer.




 




GRANTING

CLAUSE




 




To secure the payment of the Outstanding Obligations

of each Series and amounts owing by the Issuer under any Interest Rate Hedge

Agreement and the performance of all of the Issuer’s covenants and agreements

in this Indenture and the related Supplement, the Issuer hereby grants,

assigns, conveys, mortgages, pledges, hypothecates and transfers to the

Indenture Trustee, for the benefit of the Noteholders of all Series, any Series

Enhancer and any Interest Rate Hedge Provider, a security interest in and to

all of the Issuer’s right, title and interest in, to and under the following,

whether now existing or hereafter created (i) all Engines, related Lease

Agreements (other than indemnification payments), other Contributed Assets and

Excess Assets identified in the Contribution and Sale Agreement, the “Collateral”

(as such term is defined in each Owner Trustee Mortgage executed, delivered and

outstanding from time to time), and the “Collateral” (as such term is defined

in each Beneficial Interest Pledge Agreement executed, delivered and

outstanding from time to time), (ii) the Trust Account, the Restricted Cash

Account, the Engine Reserve Account, the Security Deposit Account and the

Series Accounts and all amounts and Eligible Investments on deposit from time

to time in any such account to the extent that such amounts (including Excess

Cash Available for Distribution) and Eligible Investments therein are

specifically identified or allocated to such Series in accordance with the

terms of this Indenture or the related Supplement, (iii) the Contribution and

Sale Agreement and the Servicing Agreement, the Administration Agreement, in

each case, as such agreements relate to an Eligible Engine specifically

identified or allocated to a particular Series in accordance with the terms of

this Indenture and the related Supplement, (iv) all Excess Cash Available for

Distribution, (v) all income, payments and proceeds of the foregoing and of the

items identified in clause (vi), and (vi) all of the following which arise out

of or in any way relate to (but only to the extent they relate to) an Eligible

Engine identified in the related Supplement




 




 





























 




(a)           All

Accounts;




 




(b)           All

Chattel Paper;




 




(c)           All

Contracts;




 




(d)           All

Documents;




 




(e)           All

General Intangibles;




 




(f)            All

Instruments;




 




(g)           All

Inventory;




 




(h)           All

property of the Issuer held by the Indenture Trustee including, without

limitation, all property of every description now or hereafter in the

possession or custody of or in transit to the Indenture Trustee for any

purpose, including, without limitation, safekeeping, collection or pledge, for

the account of the Issuer, or as to which the Issuer may have any right or

power;




 




(i)            To

the extent not included above and without limiting the foregoing, all Chattel

Paper, all Leases and all schedules, supplements, amendments, modifications,

renewals, extensions, and guarantees thereof in every case whether now owned or

hereafter acquired and all amounts, rentals, proceeds and other sums of money

due and to become due under the Engine Related Agreements, including (in each

case only to the extent related to an Eligible Engine), without limitation, (i)

all rentals, payments and other moneys, including all insurance payments and

claims for losses due and to become due to the Issuer under, and all claims for

damages arising out of the breach of, any Engine Related Agreement; (ii) the

right of the Issuer to terminate, perform under, or compel performance of the

terms of the Engine Related Agreements; and (iii) any guarantee of the Engine

Related Agreements and any rights of the Issuer in respect of any subleases or

assignments permitted under the Engine Related Agreements;




 




(j)            All

insurance proceeds of the Collateral (other than proceeds of liability

insurance), all proceeds of the voluntary or involuntary disposition of the

Collateral or such proceeds;




 




(k)           Any

and all payments made or due to the Issuer in connection with any requisition,

confiscation, condemnation, seizure or forfeiture of all or any part of the

Collateral by any Governmental Authority and any other cash or non-cash

receipts from the sale, exchange, collection or other disposition of the

Collateral;




 




(l)            To

the extent not otherwise included, all income and Proceeds of each of the

foregoing and all accessions to, substitutions and replacements for, and rents,

profits and products of each of the foregoing.




 




All of the property described in this Granting Clause is herein

collectively called the “Collateral” and as such is security for the Aggregate

Outstanding Obligations.




 




6





























 




ARTICLE

I




DEFINITIONS




 




Section 101.  Defined Terms.  Capitalized terms used in this Indenture

shall have the meanings set forth in Exhibit B hereto.




 




Section 102.  Other Definitional Provisions.  (a) 

With respect to any Series, all terms used herein and not otherwise

defined herein shall have meanings ascribed to them in the related Supplement.




 




(b)           All

terms defined in this Indenture shall have the defined meanings when used in

any agreement, certificate or other document made or delivered pursuant hereto,

including any Supplement, unless otherwise defined therein.




 




(c)           As

used in this Indenture and in any certificate or other document made or

delivered pursuant hereto or thereto, accounting terms not defined in this

Indenture or in any such certificate or other document, and accounting terms

partly defined in this Indenture or in any such certificate or other document

to the extent not defined, shall have the respective meanings given to them

under GAAP consistently applied.  To the

extent that the definitions of accounting terms in this Indenture or in any

such certificate or other document are inconsistent with the meanings of such

terms under GAAP or regulatory accounting principles, the definitions contained

in this Indenture or in any such certificate or other document shall control.




 




(d)           With

respect to any Collection Period, the “related Record Date,” the “related

Determination Date,” and the “related Payment Date,” shall mean the Record Date

occurring on the last Business Day of such Collection Period and the

Determination Date and Payment Date next following the end of such Collection

Period.




 




(e)           With

respect to any Series of Notes, the “related Supplement” shall mean the

Supplement pursuant to which such Series of Notes is issued and the “related

Series Enhancer” shall mean the Series Enhancer for such Series of Notes.




 




(f)            References

to the Servicer’s financial statements shall mean the consolidated financial

statements of the Servicer and its consolidated subsidiaries.




 




(g)           With

respect to any ratio analysis required to be performed as of the most recently

completed fiscal quarter, the most recently completed fiscal quarter shall mean

the fiscal quarter for which financial statements were required hereunder to

have been delivered.




 




(h)           With

respect to the calculations of the ratios set forth in this Indenture, the

components of such calculations are to be determined in accordance with GAAP,

consistently applied, with respect to the Issuer or the Servicer, as the case

may be.




 




(i)            References

to (a) the ability of the Administrative Agent to waive any requirement of the

Indenture, any related document or any obligation imposed on the Issuer, the

Seller or the Servicer, or (b) any provision of the Indenture or any related

document that requires the consent or approval of the Administrative Agent

shall be deemed to mean that in determining 




 




7





























 




whether to grant such waiver, consent or approval, the

Administrative Agent, shall be obligated to act in a timely manner.




 




(j)            References

to the transfer of an Engine on any Transfer Date shall be deemed to include

the transfer of the Beneficial Interest in an Owner Trust which owns the

applicable Engine, and which is transferred on such Transfer Date.




 




Section 103.  Computation

of Time Periods.  Unless

otherwise stated in this Indenture  or

any Supplement issued pursuant to the terms hereof, in the computation of a

period of time from a specified date to a later specified date, the word “from”

means “from and including” and the words “to” and “until” each means “to but

excluding.”




 




Section 104.  Duties of Administrative Agent.  All of the duties and responsibilities of

the Administrative Agent set forth in this Indenture and any Supplement issued

pursuant hereto are subject in all respects to the terms and conditions of the

Administration Agreement.  Each of the

Issuer, the Indenture Trustee and, by acceptance of its Notes, each Noteholder

hereby acknowledge the terms of the Administration Agreement and agree to

cooperate with the Administrative Agent in its execution of its duties and

responsibilities.  Each Noteholder, by

acceptance of its Notes, (i) authorizes and instructs the Indenture Trustee to

enter into the Administration Agreement on its behalf; (ii) acknowledges and approves the appointment of the Administrative Agent

and (iii) agrees that the Indenture Trustee should have no liability for the

acts or omissions of the Administrative Agent.




 




ARTICLE

II




THE NOTES




 




Section 201.  Authorization of Notes.  (a) 

The number of Series or Classes of Notes which may be created by this

Indenture is not limited; provided, however, that the Outstanding

Obligations of each Series (in each case calculated after giving effect to the

issuance  of each such Series) shall not exceed an

amount equal to the Asset Base for such Series.  The aggregate principal amount of Notes of each Series which may

be issued, authenticated and delivered under this Indenture is not limited

except as shall be set forth in any Supplement and as restricted by the

provisions of this Indenture.




 




(b)           The

Notes issuable under this Indenture shall be issued in such Series, and such

Class or Classes within a Series, and such subclass or subclasses within a

Class or Classes, as may from time to time be created by Supplement pursuant to

this Indenture.  Each Series shall be

created by a different Supplement and shall be designated to differentiate the

Notes of such Series from the Notes of any other Series.




 




(c)           Upon

satisfaction of and compliance with the requirements and conditions to closing

set forth in the related Supplement, Notes of the Series to be executed and

delivered on a particular Series Issuance Date pursuant to such related

Supplement may be executed by the Issuer and delivered to the Indenture Trustee

for authentication following the execution and delivery of the related

Supplement creating such Series or from time to time thereafter, and the

Indenture Trustee shall authenticate and deliver Notes upon an Issuer request

set forth in an




 




8





























 




Officer’s Certificate of the Issuer signed by one of its Authorized

Signatories, without further action on the part of the Issuer.




 




Section 202.  Form of Notes.  Notes of any Series or Class may be issued,

authenticated and delivered in fully registered form and shall be substantially

in the form of the exhibits attached to the related Supplement.  Notes of each Series shall be dated the date

of their authentication and shall bear interest at such rate, be payable as to

principal, premium, if any, and interest on such date or dates, and shall

contain such other terms and provisions as shall be established in the related

Supplement.  Except as otherwise

provided in any Supplement, the Notes shall be issued in minimum denominations

of $1,000,000 and in integral multiples of $100,000 in excess thereof; provided

that one Note of each Class may be issued in a nonstandard denomination.




 




Section 203.  Execution; Recourse Obligation.  The Notes shall be executed on behalf of the

Issuer by an Authorized Signatory of the Issuer.




 




In case any Authorized Signatory of the Issuer whose

signature shall appear on the Notes shall cease to be an Authorized Signatory

of the Issuer before the authentication and delivery of such Notes, such signature

or facsimile signature shall nevertheless be valid and sufficient for all

purposes.




 




All Notes and the interest thereon shall be full

recourse obligations of the Issuer and shall be secured by all of the Issuer’s

right, title and interest in the Collateral. 

The Notes shall never constitute obligations of the Indenture Trustee,

the Seller (except to the extent that the Seller guarantees the Notes of a

Series) or of any shareholder or any Affiliate of the Seller (other than the

Issuer) or any officers, directors, employees or agents of any thereof, and no

recourse may be had under or upon any obligation, covenant or agreement of this

Indenture, any Supplement or of any Notes, or for any claim based thereon or

otherwise in respect thereof, against any incorporator or against any past,

present, or future owner, partner of an owner or any officer, employee or

director thereof or of any successor entity, or any other Person, either

directly or through the Issuer, whether by virtue of any constitution, statute

or rule of law, or by the enforcement of any assessment or penalty or

otherwise; it being expressly agreed that this Indenture and the obligations

issued hereunder are solely obligations of the Issuer, and that no such

personal liability whatever shall attach to, or is or shall be incurred by, any

other Person under or by reason of this Indenture, any Supplement or any Notes

or implied therefrom, or for any claim based thereon or in respect thereof, all

such liability and any and all such claims being hereby expressly waived and

released as a condition of, and as a consideration for, the execution of this

Indenture and the issuance of such Notes. 

Except as provided in any Supplement, no Person other than the Issuer shall

be liable for any obligation of the Issuer under this Indenture or any Note or

any losses incurred by any Noteholder.




 




Section 204.  Certificate of Authentication.  No Notes shall be secured hereby or entitled

to the benefit hereof or shall be or become valid or obligatory for any purpose

unless there shall be endorsed thereon a certificate of authentication by the

Indenture Trustee, substantially in the form set forth in the form of Note

attached to the related Supplement. 

Such certificate of authentication on any Note issued by the Issuer

shall be conclusive evidence and the only competent evidence that it has been

duly authenticated and delivered hereunder.




 




9





























 




At the written direction of the Issuer, the Indenture

Trustee shall authenticate and deliver the Notes.  It shall not be necessary that the same Authorized Signatory of

the Indenture Trustee execute the certificate of authentication on each of the

Notes.




 




Section 205.  Registration; Registration of Transfer and

Exchange of Notes.  (a)  The Indenture Trustee shall keep at its

Corporate Trust Office books for the registration and transfer of the Notes

(the “Note Register”).  The Issuer

hereby appoints the Indenture Trustee as its registrar and transfer agent to

keep such books and make such registrations and transfers as are hereinafter

set forth in this Section 205 and also authorizes and directs the Indenture

Trustee to provide a copy of such registration record to the Administrative

Agent, the Issuer and the Seller upon request. 

The names and addresses of the Holders of all Notes and all transfers

of, and the names and addresses of the transferee of, all Notes will be

registered in such Note Register.  The

Person in whose name any Note is registered shall be deemed and treated as the

owner and Holder thereof for all purposes of this Indenture, and the Indenture

Trustee, the related Series Enhancer and the Issuer shall not be affected by

any notice or knowledge to the contrary. 

If a Person other than the Indenture Trustee is appointed by the Issuer

to maintain the Note Register, the Issuer will give the Indenture Trustee and

the Administrative Agent prompt written notice of such appointment and of the

location, and any change in the location, of the successor note registrar, and

the Indenture Trustee, the Issuer, the Servicer and the related Series Enhancer

shall have the right to inspect the Note Register at all reasonable times and

to obtain copies thereof, and the Indenture Trustee shall have the right to

rely upon a certificate executed on behalf of the note

registrar by an officer thereof as to the names and addresses of the

Noteholders and the principal amounts and number of such Notes.




 




(b)           Payments

of principal, premium, if any, and interest on any Note shall be  payable on each Payment Date only to the

registered Holder thereof on the Record Date immediately preceding such Payment

Date.  The principal of, premium, if

any, and interest on each Note shall be payable at the Corporate Trust Office

of the Indenture Trustee in immediately available funds in such coin or

currency of the United States of America as at the time for payment shall be

legal tender for the payment of public and private debts.  Except as set forth in any Supplement, all

interest payable on the Notes shall be computed on the basis of a year of 360

days for the actual number of days (including the first but excluding the last

day) elapsed.  Notwithstanding the

foregoing or any provision in any Note to the contrary, if so requested by the

registered Holder of any Note by written notice to the Indenture Trustee

received by the Indenture Trustee at least 5 Business Days prior to the Payment

Date, all amounts payable to such registered Holder may be paid either (i) by

crediting the amount to be distributed to such registered Holder to an account

maintained by such registered Holder with the Indenture Trustee or by

transferring such amount by wire to such other bank in the United States,

including a Federal Reserve Bank, as shall have been specified in such notice,

for credit to the account of such registered Holder maintained at such bank, or

(ii) by mailing a check to such address as such Holder shall have specified in

such notice, in either case without any presentment or surrender of such Note

to the Indenture Trustee at the Corporate Trust Office of the Indenture

Trustee.




 




(c)           Except

as otherwise set forth in a Supplement, any Note is transferable only upon the

surrender to the Indenture Trustee of such Note together with (i) an assignment

(executed by the existing Holder or its duly authorized attorney) in form

reasonably satisfactory




 




10





























 




to the Indenture Trustee and (ii) the documents required pursuant to

Sections 205(e), (f) and (g) hereof. 

Upon satisfaction of the requirements set forth in the preceding

sentence, each Holder of a Note shall have the right, upon surrender of such

Note to the Indenture Trustee, to require a new Note or Notes of the same

Series and Class to be issued to it or to a prospective Holder, in a minimum

denomination of the lesser of (x) $1,000,000 (or such other amount as shall be

set forth in the related Supplement) or (y) the entire principal balance of the

Note being surrendered, in substitution of the Note being surrendered.




 




(d)           Any

service charge made or expense incurred by the Indenture Trustee for any  such registration, discharge from

registration or exchange referred to in this Section 205 shall be paid by the

Noteholder.  The Indenture Trustee or

the Issuer may require payment by the Holder of a sum sufficient to cover any

tax, expense or other governmental charge payable in connection therewith.




 




(e)           Each

prospective initial Noteholder acquiring a Note, each prospective owner

acquiring a Note and each prospective owner (or transferee thereof) of a

beneficial interest in Notes acquiring such beneficial interest shall represent

and warrant in writing to the Indenture Trustee, the Issuer, the Servicer and

any successor Servicer that one of the following statements is true and

correct: (i) the purchaser is not an “employee benefit plan” within the meaning

of Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1)

of the Code (“Benefit Plan”) and it is not directly or indirectly acquiring the

Notes on behalf of, as investment manager of, as named fiduciary of, as trustee

of, or with assets of, a Benefit Plan, (ii) the acquisition will qualify for a

statutory or administrative prohibited transaction exemption under ERISA and

the Code and will not give rise to a non-exempt transaction described in

Section 406 of ERISA or Section 4975(c) of the Code, (iii) the source of funds

(the “Source”) to be used by the Purchaser to pay the purchase price of the

Notes is a guaranteed benefit policy within the meaning of Section 401(b)(2)(B)

of ERISA, or (iv) the Source to be used by the purchaser to pay the purchase

price of the Notes is an “insurance company general account” within the meaning

of Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60

(issued July 12, 1995), and there is no “employee benefit plan” or “plan”

(within the meaning of Section 3(3) of ERISA or Section 4975(e)(1) of the Code

as applicable, and treating as a single plan, all plans maintained by the same

employer (or an affiliate within the meaning of Section V(a)(1) of PTCE 95-60)

or employee organization) with respect to which the amount of the reserves and

liabilities for the general account contracts held by or on behalf of such

plan, as defined by the annual statement for life insurance companies approved

by the National Association of Insurance Commissioners (the “NAIC Annual

Statement”), exceed ten percent (10%) of the total reserves and liabilities of

such general account (exclusive of separate account liabilities) plus surplus,

as set forth in the NAIC Annual Statement filed with the purchaser’s state of

domicile.




 




(f)            No

transfer of any Note shall be made unless such transfer is made in a  transaction which does not require

registration under the Securities Act and pursuant to an effective registration

or qualification under any State securities or “Blue Sky” laws, or in a

transaction which does not require such registration or qualification.  If such a transfer is to be made in reliance

upon an exemption from the Securities Act other than Rule 144A under the

Securities Act, the prospective owner shall furnish to the Indenture Trustee a

certificate substantially in the form of Exhibit E hereto.  If such transfer is to be made in reliance

upon Rule




 




11





























 




144A under the Securities Act, the prospective owner shall furnish to

the Indenture Trustee a certificate, substantially in the form of Exhibit D

hereto.  The Issuer (or Servicer as

agent for the Issuer) shall promptly furnish to any Holder, or any prospective

owners designated by a Holder, the information required to be delivered to any

Holder and prospective owner in connection with a resale of the Notes to permit

compliance with Rule 144A in connection with such resale.  No Note may be subdivided (including any

assignment or transfer of a participation or beneficial interest therein) for

resale or other transfer into a unit smaller than a unit the initial offering

price of which would have been $1,000,000 (or such other amount as shall be set

forth in the related Supplement).




 




(g)           No

transfer of any Note shall be made unless (A) the prospective transferee of

such Note shall represent and warrant in writing to the Indenture Trustee, the

Issuer, the Servicer and any successor Servicer that:  (i) it constitutes one of not more than five (5) “beneficial

owners” of the Notes for purposes of Section 3(c)(1) of the Investment Company

Act; (ii) it is investing no more than 40% of its assets in any Notes issued

under this Indenture; (iii) it was not formed for the purpose of investing in

any Notes issued under this Indenture; (iv) (a) the shareholders, partners or

other holders of equity or beneficial interests in the prospective transferee

are not able to decide individually whether to acquire such Note or to

determine the extent of such acquisition and (b) it is not a defined

contribution or similar benefit plan that allows participants to determine

whether or how much will be invested in investments on their behalf; (v) it is

acquiring such Note in a principal amount of not less than the minimum

denominations set forth in the Indenture; and (vi) it is acquiring the Notes

for investment and not for sale in connection with any distribution thereof;

and (B) the Issuer has consented to such transfer; and (C) after the

proposed transfer, the total number of “beneficial owners” of all Notes issued

under this Indenture shall not exceed 100.




 




Section 206.  Mutilated,

Destroyed, Lost and Stolen Notes. 

(a)  If (i) any mutilated  Note is surrendered to the Indenture Trustee,

or the Indenture Trustee receives evidence to its satisfaction of the

destruction, loss or theft of any Note, and (ii) there is delivered to the

Indenture Trustee such security or indemnity as it and the Issuer may require

to hold the Issuer, the Servicer and the Indenture Trustee harmless (the

unsecured indemnity of a Rated Institutional Noteholder being deemed

satisfactory for such purpose unless the Indenture Trustee provides written

notice to the contrary), then the Issuer shall execute and the Indenture

Trustee shall authenticate and deliver, in exchange for or in lieu of any such

mutilated, destroyed, lost or stolen Note, a replacement Note of the same

Series and Class and maturity and of like terms as the mutilated, destroyed,

lost or stolen Note; provided, however, that if any such

destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or

within seven days shall be, due and payable, or shall

have been called for redemption, the Issuer may pay such destroyed, lost or

stolen Note when so due or payable instead of issuing a replacement Note.




 




(b)           If,

after the delivery of such replacement Note, or payment of a destroyed,

lost  or stolen Note pursuant to the

proviso in the preceding sentence, a bona fide purchaser of the original Note

in lieu of which such replacement Note was issued presents for payment such

original Note, the Issuer and the Indenture Trustee shall be entitled to

recover upon the security or indemnity provided therefor to the extent of any

loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee

in connection therewith.




 




12





























 




(c)           The

Indenture Trustee and the Issuer may, for each new Note authenticated and  delivered under the provisions of this

Section 206, require the advance payment by the Noteholder of the expenses,

including counsel fees, service charges and any tax or governmental charge

which may be incurred by the Indenture Trustee or the Issuer.  Any Note issued under the provisions of this

Section 206 in lieu of any Note alleged to be destroyed, mutilated, lost or

stolen, shall be equally and proportionately entitled to the benefits of this

Indenture with all other Notes of the same Series and Class.  The provisions of this Section 206 are

exclusive and shall preclude (to the extent lawful) all other rights and

remedies with respect to the replacement or payment of mutilated, destroyed,

lost or stolen Notes.




 




Section 207.  Delivery,

Retention and Cancellation of Notes. 

Each Noteholder is  required, and

hereby agrees, to return to the Indenture Trustee, within 30 days after the

Final Payment Date, any Note on which the final payment due thereon has been

made.  Any such Note as to which the

Indenture Trustee has made or holds the final payment thereon shall be deemed

cancelled and shall no longer be Outstanding or outstanding for any purpose of

this Indenture, whether or not such Note is ever returned to the Indenture

Trustee unless any unreimbursed payment on such Note has been made by a Series

Enhancer.  Matured Notes delivered upon

final payment to the Indenture Trustee and any Notes transferred or exchanged

for other Notes shall be cancelled and disposed of by the Indenture Trustee in

accordance with its policy of disposal and the Indenture Trustee shall promptly

deliver to the Issuer such cancelled Notes upon request; provided, however, that the

Indenture Trustee shall not be required to destroy cancelled Notes.  If the Indenture Trustee, for its own

account, shall acquire any of the Notes, such acquisition shall not operate as

a redemption or satisfaction of the indebtedness represented by such

Notes.  If the Issuer shall acquire any

of the Notes, such acquisition shall operate as a redemption or satisfaction of

the indebtedness represented by such Notes. 

Notes which have been cancelled by the Indenture Trustee shall be deemed

paid and discharged for all purposes under this Indenture.




 




ARTICLE III




PAYMENT OF NOTES; STATEMENTS TO

NOTEHOLDERS




 




Section 301.  Principal and Interest.  Distributions of principal and interest on

any Series or Class of Notes shall be made to Noteholders of each Series and

Class as set forth in this Indenture and the related Supplement.  The maximum Overdue Rate under any Series

shall be 2.00% plus the applicable interest rate for such Note prior to the

default.  If interest or principal

amounts are paid by a Series Enhancer, then the Overdue Rate shall be

applicable to any Class of Notes only if the related Series Enhancer has failed

to make payment of such amounts in accordance with the terms of any applicable

Series Enhancement Agreement.




 




Section 302.  Direction to Lessees.  On or prior to each Transfer Date, the

Issuer  shall (or shall cause the

Servicer to) mail a notice to each Lessee under the Lease Agreements

contributed to the Issuer pursuant to the Contribution and Sale Agreement on

such Transfer Date informing such Lessee that all payments including, without

limitation, all Scheduled Payments, Maintenance Reserve Payments and Security

Deposits, with respect to the related Lease Agreement should be submitted

directly to the Trust Account; provided, however, that such notice shall

provide that any indemnification payments and liability insurance payments

shall not be deposited in the Trust Account but shall be paid directly to the

person entitled to such indemnification or insurance payment.




 




13





























 




Section 303.  Trust Account.  (a) 

On or prior to the Closing Date of the first Series, the Issuer

established, and caused WLFC Funding (Ireland) Limited to establish, the Trust

Account into which all Collections (other than amounts received from

manufacturers or sellers of an Eligible Engine for breach of sale warranties or

in settlement of any claims, losses, disputes or proceedings related thereto

for which a corresponding amount has previously been paid by the Issuer, WLFC

Funding (Ireland) Limited, Seller or Servicer to the Trust Account),

Prepayments after an Early Amortization Event, Prepayments designated by the

Issuer or WLFC Funding (Ireland) Limited to be deposited in the Trust Account

prior to the occurrence of an Early Amortization Event, Warranty Purchase

Amounts and other payments required by this Indenture have been and from and

after the date hereof shall be deposited. 

Such Trust Account shall be maintained with the Corporate Trust Office

of the Indenture Trustee in trust for the Indenture Trustee, on behalf of the

Noteholders and any Series Enhancer, until the Aggregate Outstanding

Obligations are paid in full.  The Trust

Account shall be an Eligible Account and shall be pledged to the Indenture

Trustee pursuant to the terms of this Indenture (or, in the case of the Trust

Account maintained by WLFC Funding (Ireland) Limited, pursuant to an instrument

in form and substance satisfactory to the Deal Agent for each Series which the

Issuer will cause WLFC Funding (Ireland) Limited to execute and deliver).  Promptly upon receipt thereof (but in no

event later than two Business Days after receipt), the Servicer shall deposit

into the Trust Account those amounts that have been remitted directly to the

Servicer that the Servicer ascertains to be Engine Revenues, Sales Proceeds or

Casualty Proceeds in respect of any of the Eligible Engines; provided,

however, that indemnification payments and liability insurance

payments received by the Issuer, WLFC Funding (Ireland) Limited or the Servicer

shall not be deposited in the Trust Account but shall be paid directly to the

Person entitled to such indemnification or insurance payment.  The Issuer will not, and will not permit

WLFC Funding (Ireland) Limited to, establish any additional Trust Accounts

without prior written notice to the Indenture Trustee.




 




(b)           By

not later than each Determination Date, the Servicer, pursuant to the  Servicing Agreement, shall instruct in

writing the Indenture Trustee to allocate all Collections and Prepayments for

the related Collection Period then on deposit in the Trust Account to each

Series Account (provided, however, that the Servicer shall instruct in

writing the Indenture Trustee to allocate any Maintenance Reserve Payments and

Security Deposits directly to each Engine Reserve Account and Security Deposit

Account, respectively, for each Series) by specifically identifying such

Collections and Prepayments (and such Maintenance Reserve Payments and Security

Deposits) to a particular Eligible Engine and then instructing in writing the

Indenture Trustee to allocate all of such amounts to the Series Account, the

Engine Reserve Account and the Security Deposit Account for the Series to which

such Eligible Engine is pledged.  In

addition, the Servicer shall instruct in writing the Indenture Trustee to

allocate any earnings on Eligible Investments in the Trust Account to the

Series Account for each Series then Outstanding in the same proportion as the

ratio of the Outstanding Obligations of such Series to the Aggregate

Outstanding Obligations.




 




(c)           If

any Series has more than one Class of Notes then Outstanding, then the  portion of the investment earnings in the

Trust Account allocable to such Series pursuant to Section 303(b) shall be

calculated without giving effect to the payment priorities of the Classes of

such Series.  Once such Collections and

investment earnings have been allocated to each Series, then that portion of

the Collections allocable to such Series shall be paid to each Class of




 




14





























 




Noteholders of such Series in accordance with the priority of payments

set forth in the related Supplement.




 




Section 304.  Investment of Monies

Held in the Trust Account, the Restricted Cash Account, Engine Reserve Account,

the Security Deposit Account and Series Accounts.  The Indenture Trustee shall invest any cash deposited in the

Trust Account, the Engine Reserve Account, the Security Deposit Account, the

Restricted Cash Account and each Series Account in such Eligible Investments as

the Servicer shall direct in writing or by telephone, confirmed in

writing.  Each Eligible Investment

(including reinvestment of the income and proceeds of Eligible Investments)

shall be held to its maturity and shall mature or shall be payable on demand

not later than the Business Day immediately preceding the next succeeding

Payment Date.  If the Indenture Trustee

has not received written instructions from the Servicer by 2:30 p.m. (New York

time) on the day such funds are received as to the investment of funds then on

deposit in any of the aforementioned accounts, the Issuer hereby instructs the

Indenture Trustee to, and will cause WLFC Funding (Ireland) Limited to instruct

the Indenture Trustee to,  invest such

funds in overnight investments of the type described in clause (ii) of the

definition of Eligible Investments.  Any

funds in the Trust Account, the Engine Reserve Account, the Security Deposit

Account, the Restricted Cash Account and each Series Account not so invested

must be fully insured by the Federal Deposit Insurance Corporation.  Eligible Investments shall be made in the

name of the Indenture Trustee for the benefit of the Noteholders and any Series

Enhancer.  Any earnings on Eligible

Investments in the Trust Account, the Engine Reserve Account, the Security

Deposit Account, the Restricted Cash Account and each Series Account shall be

retained in each such account and be distributed in accordance with the terms

of this Indenture or any related Supplement. 

The Indenture Trustee shall not be liable or responsible for losses on

any investments made by it pursuant to this Section 304.




 




Section 305.  Reports to Noteholders.  The Indenture Trustee shall promptly

upon  request furnish to each Noteholder

and each Series Enhancer a copy of all reports, financial statements and

notices received by the Indenture Trustee pursuant to the Contribution and Sale

Agreement or the Servicing Agreement.




 




Section 306.  Records.  The Indenture Trustee shall cause to be kept

and maintained  adequate records

pertaining to the Trust Account, each Restricted Cash Account, each Engine

Reserve Account, each Security Deposit Account and each Series Account and all

receipts and disbursements therefrom. 

The Indenture Trustee shall deliver at least monthly an accounting

thereof in the form of a trust statement to the Issuer, the Seller and the

Servicer and each Series Enhancer.




 




Section 307.  Restricted Cash Account.  The Issuer shall establish and maintain

an  account with the Corporate Trust

Office of the Indenture Trustee with subaccounts for each Series, as provided

in the related Supplement for a Series, which shall be designated the restricted

cash account (the “Restricted Cash Account”) for each such Series and which

shall be pledged to the Indenture Trustee pursuant to this Indenture and the

related Supplement.  Any and all monies

remitted by the Issuer, or Servicer on its behalf, to the Restricted Cash

Account from the Trust Account, together with any Eligible Investments in which

such monies are or will be invested or reinvested, shall be held in the

Restricted Cash Account subaccount for each such Series.




 




15





























 




Section 308.  Engine Reserve Account.  (a) 

The Issuer shall establish and maintain an account with the Corporate

Trust Office of the Indenture Trustee with subaccounts  for each Series, as provided in the related Supplement for

a Series, which shall be designated the engine reserve account (the “Engine

Reserve Account”) for each such Series and which shall be pledged to the

Indenture Trustee pursuant to this Indenture and the related Supplement.  The Maintenance Reserve Payments remitted by

the Issuer, the Servicer on its behalf or by the Lessees, as provided in the

related Supplement for a Series, to the Engine Reserve Account from the Trust

Account, together with any Eligible Investments in which such monies are or

will be invested or reinvested, shall be held in the Engine Reserve Account

subaccount for each such Series.




 




(b)           The

Issuer shall maintain (or shall cause the Servicer to maintain) records

that  will identify amounts on deposit

in the Engine Reserve Account subaccount to a specific Eligible Engine.  The Servicer shall be entitled to withdraw

funds from the Engine Reserve Account for the payment of maintenance expenses

with respect to the related Eligible Engine, at the times and subject to the

further conditions set forth in the Servicing Agreement; provided, however, that so

long as a Servicer Default is then in effect, the Servicer shall not be

entitled to make such withdrawal except upon presentation of supporting

documentation reasonably determined by the Administrative Agent to comply with

the terms of the applicable Lease Agreement (which shall evidence its

determination by written instrument delivered to the Indenture Trustee).




 




Section 309.  Security Deposit Account.  (a) 

The Issuer shall establish and maintain an account with the Corporate

Trust Office of the Indenture Trustee with subaccounts for each Series, as

provided in the related Supplement for a Series, which shall be designated the

security deposit account (the “Security Deposit Account”) for each such Series

and which shall be pledged to the Indenture Trustee pursuant to this Indenture

and the related Supplement.  The

Security Deposits remitted by the Issuer, the Servicer on its behalf or by the

Lessees, as provided in the related Supplement for a Series, to the Security

Deposit Account from the Trust Account, together with any Eligible Investments

in which such monies are or will be invested or reinvested, shall be held in

the Security Deposit Account subaccount for each such Series.




 




(b)           The

Issuer shall maintain (or shall cause the Servicer to maintain) records

that  will identify amounts on deposit

in the Security Deposit Account subaccount to a specific Eligible Engine.  The Servicer shall be entitled to withdraw

funds from the Security Deposit Account in accordance with the terms of the

applicable Lease Agreement with respect to the related Eligible Engine, subject

to the further conditions set forth in the Servicing Agreement; provided,

however, that so long as a Servicer Default is then in effect, the

Servicer shall not be entitled to make such withdrawal except upon presentation

of supporting documentation reasonably determined by the Administrative Agent

to comply with the terms of the applicable Lease Agreement (which shall

evidence its determination by written instrument delivered to the Indenture

Trustee).




 




Section 310.  Securities Accounts.




 




(a)           Notwithstanding

any other provision of this Indenture or any Supplement, with respect to each

of the Securities Accounts, the Securities Intermediary hereby agrees that it




 




16





























 




will comply with entitlement orders (as such term is defined under UCC

Section 8-102(a)(8)) originated by the Indenture Trustee without further

consent by the Issuer.




 




(b)           Each

of the Issuer, the Securities Intermediary and the Indenture Trustee intends

that the provisions of Section 310(a) will give the Indenture Trustee “control”

over the Securities Accounts (as the term “control” is defined under UCC

Section 8-106(d)), without prejudice to any other provision of the UCC that

also would be deemed to give the Indenture Trustee such control.




 




ARTICLE

IV




COLLATERAL




 




Section 401.  Collateral.  (a) 

The Notes and the obligations of the Issuer hereunder shall be an

obligation of the Issuer as provided in Section 203 hereof.  The Indenture Trustee, for the benefit of

the Noteholders of all Series, and the Noteholders of a particular Series and

the Series Enhancer (if any) of such Series, all in accordance with the

Supplement for such Series, shall also have the benefit of, and the Notes of

such Series shall be secured by and be payable from, the Issuer’s right, title

and interest in that portion of the Collateral allocated or identified to such

Series in accordance with the terms of this Indenture and the Supplement

pursuant to which such Notes were issued.




 




(b)           Notwithstanding

anything contained in this Indenture to the contrary, the Issuer expressly

agrees that it shall remain liable under each of its Contracts to observe and

perform all the conditions and obligations to be observed and performed by it

thereunder and that it shall perform all of its duties and obligations

thereunder, all in accordance with and pursuant to the terms and provisions of

each such Contract.




 




(c)           Pursuant

to the Servicing Agreement the Issuer shall cause the Servicer to collect the

Accounts in accordance with the Servicer’s normal business practice; provided,

however, that the Indenture Trustee, with the consent of, or at the

direction of, the Requisite Global Majority, may, without notice, limit or

terminate such authority upon (i) the occurrence of an Event of Default

described in Section 801(ii) hereof, or (ii) any Sale of the Collateral

pursuant to Section 816 hereof or (iii) the occurrence of a Servicer Default.  Any Proceeds subsequently received in

payment of any such Account or in payment for any of the Eligible Engines or on

account of any of its Contracts shall be promptly deposited by the Issuer in

precisely the form received (with all necessary endorsements) in the Trust

Account as hereinafter provided, and until so turned over shall be deemed to be

held in trust by the Issuer for and as the Indenture Trustee’s property.  Such Proceeds, when deposited, shall continue

to be collateral security for all of the obligations secured by this Indenture

and shall not constitute payment thereof until applied as hereinafter

provided.  Upon (i) the occurrence of an

Event of Default described in Section 801(ii), or (ii) any Sale of the Series

Collateral pursuant to Section 816 hereof or (iii) the occurrence of a Servicer

Default, the Issuer shall at the request of the Indenture Trustee, with the

consent of or at the direction of the Requisite Global Majority, to the extent

practicable, deliver to the Indenture Trustee (or such other Person as the

Indenture Trustee may direct) all original Lease Agreements and any other

documents evidencing, and relating to, the sale, lease and delivery of the

Eligible Engines and the Issuer shall, to the extent practicable, deliver all original

and other documents evidencing and relating to, the performance of any labor,




 




17





























 




maintenance, remarketing or other service which gave rise to such

Accounts, including, without limitation, all original orders, invoices and

shipping receipts.




 




(d)           On

each Payment Date under each Supplement for a Series, after payment of all

other amounts then payable to the Indenture Trustee, any Noteholder or any

other Person entitled thereto (except the Issuer), all Excess Cash Available

for Distribution shall be paid to the Indenture Trustee for payment to the

Noteholders under all other Series (each, a “Deficient Series”) of the amount

(the “Deficiency Amount”) by which the amounts on deposit in the related Series

Account are insufficient for the payment in full of all Outstanding Obligations

then due and payable.  Such Excess Cash

Available for Distribution shall be paid to the Indenture Trustee(s) for each

such Deficient Series in the proportion that the Outstanding Obligations for

each such Deficient Series bears to the aggregate amount of Outstanding

Obligations for all such Deficient Series. 

Only after all Deficiency Amounts existing on such Payment Date have

been paid in full shall any such Excess Cash Available for Distribution be paid

to the Issuer.




 




Section 402.  Pro Rata Interest.  (a) 

Each Supplement pursuant to which a Series of Notes is issued shall

identify the Eligible Engines and other Series Collateral that will be pledged

as collateral security for the Notes and other Obligations for such

Series.  All Notes of a particular

Series shall be equally and ratably entitled to the benefits of this Indenture

without preference, priority or distinction, except as provided in the related

Supplement.  All Notes of a particular

Class within a Series are and are to be, to the extent (including any

exceptions) provided in this Indenture and the related Supplement, equally and

ratably secured by this Indenture without preference, priority or distinction

on account of the actual time or times of the authentication or delivery of the

Notes so that all Notes of a particular Series and Class at any time

Outstanding shall have the same right, Lien and preference under this Indenture

and shall all be equally and ratably secured hereby with like effect as if they

had all been executed, authenticated and delivered simultaneously on the date

hereof.




 




(b)           With

respect to each Series of Notes, the execution and delivery of the related  Supplement shall be upon the express condition

that if the conditions specified in Section 701 of this Indenture are met with

respect to such Series of Notes, the security interest and all other estate and

rights granted by this Indenture with respect to such Series of Notes shall

cease and become null and void and all of the property, rights and interest

granted as security for the Notes of such Series shall revert to and revest in

the Issuer without any other act or formality whatsoever.




 




Section 403.  Indenture Trustee’s

Appointment as Attorney-in-Fact. 

(a)  The Issuer hereby

irrevocably constitutes and appoints the Indenture Trustee, and any officer or

agent thereof, with full power of substitution, as its true and lawful attorney-in-fact

with full irrevocable power and authority in the place and stead of the Issuer

and in the name of the Issuer or in its own name, from time to time at the

Indenture Trustee’s discretion, for the purpose of carrying out the terms of

this Indenture, to take any and all appropriate action and to execute and  deliver any and all

documents and instruments which may be necessary or desirable to accomplish the

purposes of this Indenture; provided, however,

that the Indenture Trustee has no

obligation or duty to determine whether to perfect,

file, record or maintain any perfected, filed or recorded document or

instrument in connection with the grant or security interest in the Collateral

hereunder.




 




18





























 




(b)           Except

upon the occurrence of an Event of Default, the Indenture Trustee shall not

exercise the power of attorney or any rights granted to the Indenture Trustee

pursuant to this Section 403.  The

Issuer hereby ratifies, to the extent permitted by law, all that said attorney

shall lawfully do or cause to be done by virtue hereof.  The power of attorney granted pursuant to

this Section 403 is a power coupled with an interest and shall be irrevocable

until all Series of Notes are paid and performed in full.




 




(c)           The

powers conferred on the Indenture Trustee hereunder are solely to protect the

Indenture Trustee’s interests in the Collateral and shall not impose any duty

upon it to exercise any such powers except as set forth herein.  The Indenture Trustee shall be accountable

only for amounts that it actually receives as a result of the exercise of such

powers and neither it nor any of its officers, directors, employees, agents or

representatives shall be responsible to the Issuer for any act or failure to

act, except for its own negligence or willful misconduct.




 




(d)           The

Issuer also authorizes the Indenture Trustee, at any time and from time to time

upon the occurrence of any Event of Default (subject to the quiet enjoyment

rights of any lessee of any Collateral), to (i) communicate in its own name, or

to direct any other Person, including the Servicer or a successor Servicer, to

communicate with any party to any Contract with regard to the assignment of the

right, title and interest of the Issuer in and under the Contracts hereunder

and other matters relating thereto and (ii) execute, in connection with the

sale of Collateral provided for in Article VIII hereof, any endorsements,

assignments or other instruments of conveyance or transfer with respect to the

Collateral.




 




(e)           If

the Issuer fails to perform or comply with any of its agreements contained

herein and the Indenture Trustee, with the consent of or at the direction of

the Requisite Global Majority, shall perform or comply, or otherwise cause

performance or compliance, with such agreement, the reasonable expenses, including

attorneys’ fees, of the Indenture Trustee incurred in connection with such

performance or compliance together with interest thereon at the rate specified

in the related Supplement, shall be payable by the Issuer to the Indenture

Trustee on demand and shall constitute obligations secured hereby.




 




Section 404.  Release of Security Interest.  The Indenture Trustee, at the written

direction of the Servicer (and with the prior written consent of the

Administrative Agent if an Early Amortization Event shall have occurred), shall

release from the security interest created pursuant to the terms of this

Indenture, any Eligible Engine, the related Lease Agreement and any other

Related Assets sold or transferred pursuant to Section 606(a) hereof.  In effectuating such release, the Indenture

Trustee shall be entitled to rely on a certificate of the Servicer (provided,

however, that after the occurrence of an Early Amortization Event,

the Administrative Agent in its sole discretion shall be entitled to deliver

such certification) identifying each Eligible Engine, the related Lease

Agreement or other items to be released from the Lien of this Indenture in

accordance with the  provisions of this Section 404 accompanied by an Asset Base

Certificate and stating that such release is in compliance with Sections 404

and 606(a) hereof.




 




The Indenture Trustee will, promptly upon receipt of

such certificate from the Servicer or the Administrative Agent and at the

Issuer’s expense, execute and deliver to the Issuer, the Seller or the

Servicer, as appropriate, and each Series Enhancer, a non-recourse certificate

of release substantially in the form of Exhibit F hereto and such additional

documents




 




19





























 




and instruments as that Person may reasonably request (including UCC

termination statements and appropriate filings with the FAA or other

Governmental Authority) to evidence the termination and release from the Lien

of this Indenture of such Eligible Engine, the related Lease Agreement and the

other related items of Collateral.




 




Section 405.  Administration of Collateral.  (a) 

The Indenture Trustee hereby acknowledges the appointment by the Issuer

of the Servicer to service and administer the Collateral in accordance with the

provisions of the Servicing Agreement and agrees to provide the Servicer with

such documentation, and to take all such actions, as the Servicer may

reasonably request in accordance with the provisions of the Servicing Agreement

or as the Issuer may request.




 




(b)           The

Indenture Trustee shall as promptly as practicable notify the Noteholders, each

Series Enhancer and the Administrative Agent of any Servicer Default of which

it has prior actual knowledge, and at the direction of the Requisite Global

Majority, shall deliver to the Servicer a Servicer Termination Notice

terminating the Servicer of its responsibilities in accordance with the terms

of the Servicing Agreement.  If the

Administrative Agent is unable to locate and qualify a successor Servicer

within sixty (60) days after the date of delivery of the Servicer Termination

Notice, then the Indenture Trustee may appoint, or petition a court of

competent jurisdiction to appoint, a company acceptable to the Requisite Global

Majority, and whose regular business includes equipment leasing, as the

successor to the Servicer of all or any part of the responsibilities, duties or

liabilities of the Servicer under the Servicing Agreement, for such portion of

the Servicing Fee as the Requisite Global Majority shall determine in its sole

discretion.  The Servicer shall continue

to fulfill its duties and responsibilities as Servicer until such time as its

replacement is appointed and has assumed such responsibilities.  The replaced Servicer shall not be entitled

to receive any compensation for any period after the effective date of such

replacement, but shall be entitled to receive compensation for services

rendered through the effective date of such replacement except to the extent

that it is unable to fulfill such duties pending the appointment of a successor

Servicer.  If the Servicer is unable to

fulfill such duties pending the appointment of a successor Servicer, the

Administrative Agent may (but shall not be required to) take such actions which

it is reasonably capable of performing and that have been directed by the

Requisite Global Majority; provided, however, that as a condition

precedent to taking any such action, the Requisite Global Majority shall

provide the Administrative Agent with (i) indemnification, reasonably satisfactory

to the Administrative Agent, with respect to such actions and (ii)

reimbursement of any out-of-pocket costs incurred by the Administrative Agent

in taking such actions which have been approved by the Requisite Global

Majority.  In connection with the

appointment of a successor Servicer, the Indenture Trustee or Administrative

Agent may, with the written consent of the Requisite Global Majority, make such

arrangements for the compensation of such replacement out of Collections as the

Indenture Trustee, the Administrative Agent and such successor Servicer shall

agree; provided,

however, that no such revised compensation shall be in excess of the

Servicing Fees permitted the Servicer under the Servicing Agreement and the

arrangement for reimbursement of expenses shall be no more favorable than that

set forth in the Servicing Agreement unless (i) the Indenture Trustee (with the

prior written consent of the Requisite Global Majority) shall approve such

higher amounts or (ii) the outgoing Servicer shall agree to pay, out of its own

funds, the successor Servicer any such excess compensation and reimbursement;

provided, further, that in no event shall either the Indenture Trustee or the

Administrative Agent be liable to any successor




 




20





























 




Servicer for the Servicing Fees or any additional amounts (including

expenses and indemnifications) payable to such successor Servicer, either

pursuant to the Servicing Agreement or otherwise.  The Indenture Trustee and such successor shall take such action,

consistent with the Servicing Agreement, as shall be necessary to effectuate

any such succession.




 




(c)           The

Indenture Trustee may, and shall if directed by the Requisite Global Majority,

at any time, upon the occurrence of any Servicer Default, after first notifying

the Issuer of its intention to do so, notify Account Debtors of the Issuer,

parties to the Contracts of the Issuer, obligors in respect of Instruments of

the Issuer and obligors in respect of Chattel Paper of the Issuer that the

Accounts and the right, title and interest of the Issuer in and under such

Contracts, Instruments, and Chattel Paper (to the extent related to the

Eligible Engines) have been assigned to the Indenture Trustee and that payments

shall be made directly to the Indenture Trustee; provided that a successor

Servicer appointed pursuant to this Section 405 shall unless otherwise directed

by the Requisite Global Majority, exercise all of the foregoing rights, and

that pending appointment of such successor Servicer, the then current Servicer

shall unless otherwise directed by the Requisite Global Majority be permitted

to exercise such rights until the successor Servicer assumes the responsibility

of the Servicer.  Upon the request of

the Requisite Global Majority, the Issuer or Servicer shall so notify such

Account Debtors, parties to such Contracts, obligors in respect of such

Instruments and obligors in respect of such Chattel Paper.  Upon the occurrence of a Servicer Default,

the Indenture Trustee shall at the direction of the Requisite Global Majority

communicate with such Account Debtors, parties to such Contracts, obligors in

respect of such Instruments and obligors in respect of such Chattel Paper to

verify with such parties, to the Indenture Trustee’s satisfaction, the

existence, amount and terms of any such Accounts, Contracts, Instruments or

Chattel Paper.




 




(d)           Upon

the breach of any Engine Representations and Warranties giving rise to

repurchase or substitution obligations of the Seller pursuant to Section 2.02

of the Contribution and Sale Agreement, the Issuer shall cause the Seller to

fully satisfy such repurchase or substitution obligations and cause to be

deposited in the Trust Account in accordance with the provisions of Section

2.02 of the Contribution and Sale Agreement, the Warranty Purchase Amounts

received from, or on behalf of, the Seller with respect to such repurchase

obligation.  Upon obtaining actual

knowledge or the receipt of notice by the Indenture Trustee that any repurchase

or substitution obligations of the Seller under Section 2.02 of the

Contribution and Sale Agreement have arisen, the Indenture Trustee shall notify

the Series Enhancer, if any, for the Series to which the Engines to be

repurchased or substituted are pledged, each Rating Agency and all Noteholders

of the Series to which such Engines are pledged of such event and shall enforce

such repurchase or substitution obligations at the direction of the Control

Party for the affected Series.




 




Section 406.  Quiet Enjoyment.  The security interest hereby granted to the

Indenture Trustee by the Issuer is subject to the rights of any lessee under

the related Lease Agreement so long as such lessee is not in default under the

Lease Agreement therefor and the  Servicer under

the Servicing Agreement (or the Indenture Trustee, as provided in Section

405(c)) continues to receive all amounts payable under the related Contract.




 




21





























 




Section 407.  Acknowledgment.  The Indenture Trustee agrees to execute any

and all acknowledgments that the Issuer or the Seller may require with respect

to the Lessee’s right to continued quiet enjoyment of the related Engine.




 




ARTICLE

V




 




RIGHTS

OF NOTEHOLDERS; ALLOCATION AND APPLICATION OF


COLLECTIONS; REQUISITE GLOBAL MAJORITY




 




Section 501.  Rights of Noteholders.  The Noteholders of each Series shall have

the right to receive, to the extent necessary to make the required payments

with respect to the Notes of such Series at the times and in the amounts specified

in the related Supplement, (i) the portion of Collections allocable to

Noteholders of such Series pursuant to this Indenture and the related

Supplement, (ii) funds on deposit in the Trust Account and any Restricted Cash

Account, and (iii) funds on deposit in any Series Account for such Series or

Class, or payable with respect to any Series Enhancement for such Series or

Class.  Each Noteholder, by acceptance

of its Notes, (a) acknowledges and agrees that (except as expressly provided

herein and in a Supplement entered into in accordance with Section 1006(b)

hereof) the Noteholders of a Series or Class shall not have any interest in any

Series Collateral, Series Account or Series Enhancement for the benefit of any

other Series or Class and (b) ratifies and confirms the terms of this Indenture

and the Related Documents executed in connection with such Series.




 




Section 502.  Collections and Allocations.  With respect to each Collection Period,

Collections on deposit in the Trust Account will be allocated to each Series

then Outstanding in accordance with Article III of this Indenture and the

Supplements.




 




Section 503.  Determination of Requisite

Global Majority.  A Requisite Global

Majority shall exist with respect to any action proposed to be taken pursuant

to the terms of this Indenture or any Supplement if (a) the Control Party or

Control Parties representing more than sixty-eight

percent (68%) of the Outstanding Obligations of all Series then Outstanding

shall approve or direct such proposed action (in making such a determination,

each Control Party shall be deemed to have voted the entire Outstanding

Obligations of the related Series either in favor or in opposition to such

action, as the case may be) and (b) each Series Enhancer shall approve or direct

such proposed action.




 




ARTICLE

VI




 




COVENANTS




 




As of the Effective Date of the first Series and for

so long as any obligation of the Issuer under this Indenture, any Supplement or

any Series of Notes remains unpaid, the Issuer shall observe each of the following

covenants:




 




Section 601.  Payment of Principal

and Interest; Payment of Taxes. 

(a)  The Issuer will duly and

punctually pay the principal of and interest on the Notes in accordance with

the terms of the Notes, this Indenture and the related Supplement.




 




22





























 




(b)           The

Issuer will take all actions as are necessary to insure that all taxes and

governmental claims, if any, in respect of the Issuer’s activities and assets

are promptly paid.




 




Section 602.  Maintenance of Office.  The chief executive office of the Issuer is

located at 2320 Marinship Way, 300, Sausalito, CA 94965.  The Issuer shall give the Indenture Trustee,

each Rating Agency, the Administrative Agent and each Series Enhancer notice of

any relocation of its chief executive office. 

The Issuer shall not change its state of formation unless (i) it shall

have given to the Indenture Trustee, each Rating Agency, the Administrative

Agent and each Series Enhancer not less than thirty (30) days’ prior written

notice of its intention so to do, clearly describing such new location and

providing such other information in connection therewith as the Indenture

Trustee or any Series Enhancer may reasonably request, and (ii) with respect to

such new location, it shall have taken at its own cost all action necessary so

that such change of location does not impair the security interest of the

Indenture Trustee in the Collateral, or the perfection of the sale or

contribution to the Issuer of any Eligible Engine, the related Lease Agreements

or any other Related Asset, and shall have delivered to the Indenture Trustee

and each Series Enhancer copies of all filings required in connection therewith

together with an Opinion of Counsel, satisfactory to the Indenture Trustee and

the Series Enhancers, to the effect that such change of location does not

impair such security interest and perfection.




 




Section 603.  Corporate Existence.  The Issuer will keep in full effect its

existence, rights and franchises as a limited liability company under the laws

of the State of Delaware, and will obtain and preserve its qualification as a

foreign limited liability company in each jurisdiction in which such

qualification is necessary to protect the validity and enforceability of this

Indenture, any Supplements issued hereunder and the Notes.




 




Section 604.  Protection of Collateral.  The Issuer will from time to time execute

and deliver all amendments hereto and all such financing statements,

continuation statements, instruments of further assurance and other

instruments, and will, upon the reasonable request of the Servicer, the

Indenture Trustee or any Series Enhancer, take such other reasonable action

necessary or advisable to:




 




(a)           grant

more effectively the security interest in all or any portion of the Collateral;




 




(b)           maintain

or preserve the Lien of this Indenture (and the priority thereof) or carry out

more effectively the purposes hereof including executing and filing such

documents as may be required under any international convention for the

perfection of interests in Engines that may be adopted subsequent to the date

of this Indenture;




 




(c)           perfect,

publish notice of, or protect the validity of the security interest in the

Collateral created pursuant to this Indenture;




 




(d)           enforce

any of the items of the Collateral;




 




(e)           preserve

and defend its right, title and interest to the Collateral and the rights of

the Indenture Trustee in such Collateral against the claims of all Persons

(other than the Noteholders or any Person claiming through the Noteholders);




 




23





























 




(f)            pay

any and all taxes levied or assessed upon all or any part of the Collateral

unless contested in good faith and such contest will not pose any risk of

forfeiture; or




 




(g)           pay

any and all fees, taxes and other charges payable in connection with the

registration of this Indenture, any Supplement or any required financing

statements with any applicable Governmental Authority.




 




Section 605.  Performance of Obligations.  Except as otherwise permitted by this

Indenture, the Servicing Agreement or the Contribution and Sale Agreement, the

Issuer will not take, or fail to take, any action, and will use its best

efforts not to permit any action to be taken by others, which would release any

Person from any of such Person’s covenants or obligations under any agreement

or instrument included in the Collateral, or which would result in the

amendment, hypothecation, subordination, termination or discharge of, or impair

the validity or effectiveness of, any such agreement or instrument.




 




Section 606.  Negative Covenants.  The Issuer will not, without the consent of

the Control Party with respect to a Series:




 




(a)           sell,

transfer, exchange or otherwise dispose of any of the related Series

Collateral, except (i) in connection with a sale pursuant to Section 816

hereof, or (ii) sales in the normal course of business so long as an Early

Amortization Event or Event of Default does not then exist or would not exist

immediately after such sale (with the giving of notice and/or the lapse of

time).  The Sales Proceeds of any such

sale or other disposition shall not, unless an Early Amortization Event shall

have occurred and be continuing, be less than the Net Book Value of the subject

Eligible Engines;




 




(b)           claim

any credit on, make any deduction from the principal, premium, if any, or

interest payable in respect of the Notes of a Series (other than amounts

properly withheld from such payments under any applicable law) or assert any

claim against any present or former Noteholder of such Series by reason of the

payment of any taxes levied or assessed upon any of the related Series

Collateral;




 




(c)           (i)

permit the validity or effectiveness of this Indenture to be impaired, or (ii)

permit the Lien of this Indenture with respect to the Series Collateral to be

subordinated, terminated or discharged, except as permitted in accordance with

Section 404 or Article VII hereof, or (iii) permit any Person to be released

from any covenants or obligations with respect to such Series Collateral,

except as may be expressly permitted by the Servicing Agreement;




 




(d)           permit

any Lien (except any Permitted Encumbrance) to be created on or extend to or

otherwise arise upon or burden the Collateral or the Series Collateral or any

part thereof or any interest therein or the proceeds thereof other than the

Lien created pursuant to this Indenture;




 




(e)           and

permit the Lien of this Indenture not to constitute a valid first priority

perfected security interest in the Series Collateral.




 




Section 607.  Non-Consolidation

of Issuer.  The Issuer represents, warrants and

covenants to take the following actions to maintain its existence separate and

apart from any




 




24





























 




other Person: 

(i) maintain books of account in accordance with generally accepted

accounting  principles and maintain its accounts, books

and records separate from any other person or entity; provided, that the

Issuer’s assets and liabilities may be included in a consolidated financial

statement issued by an affiliate of the Issuer; provided, however, that any

such consolidated financial statement will make clear the Issuer’s assets are

not available to satisfy the obligations of such affiliate; (ii) not commingle

its funds or assets with those of any other entity; (iii) hold its assets in

its own name; (iv) conduct its business solely in its own name; (v) pay its own

liabilities out of its own funds and assets; (vi) observe all corporate

formalities; (vii) maintain an arm’s-length relationship with its affiliates;

(viii) not assume or guarantee or become obligated for the debts of any other

entity or hold out its credit as being available to satisfy the obligation of

any other entity, and will not permit any other person to assume or guarantee

or become obligated for its debts or hold out its credit as being available to

satisfy its obligations except with respect to (A) obligations of the Seller

under the Guaranty and (B) obligations of the Seller to Lessees arising by

operation of law under Eligible Leases with respect to which the consent of

such Lessees has not been obtained prior to the transfer of such Eligible

Leases to Issuer by Seller pursuant to the Contribution and Sale Agreement;

(ix) not acquire obligations or securities of its stockholders; (x) allocate

fairly and reasonably overhead or other expenses that are properly shared with

any other person or entity, including without limitation, shared office space,

and use separate stationery, invoices and checks; (xi) identify and hold itself

out as a separate and distinct entity under its own name and not as a division

or part of any other person or entity; (xii) correct any known misunderstanding

regarding its separate identity; (xiii) not make loans to any person or entity;

(xiv) not identify its stockholders, or any affiliates of any of them, as a

division or part of itself; (xv) not enter into, or be a party to, any

transaction with its stockholders or their affiliates, except in the ordinary

course of its business and on terms which are intrinsically fair and are no

less favorable to it than would be obtained in a comparable arm’s-length

transaction with an unrelated third party; and (xvi) pay the salaries of its

own employees, if any, from its own funds.




 




Section 608.  No Bankruptcy Petition.  The Issuer shall not (1) commence any

Insolvency Proceeding seeking to have an order for relief entered with respect

to it, or seeking reorganization, arrangement, adjustment, wind-up,

liquidation, dissolution, composition or other relief with respect to it or its

debts, (2) seek appointment of a receiver, trustee, custodian or other similar

official for it or any part of its assets, (3) make a general assignment for

the benefit of creditors, or (4) take any action in furtherance of, or

consenting or acquiescing in, any of the foregoing.




 




Section 609.  Liens.  The Issuer shall not contract for, create,

incur, assume or suffer to exist any Lien upon any of its property or assets,

including, without limitation, any Capital Improvements, whether now owned or

hereafter acquired, except for the Lien created pursuant to the terms of this

Indenture.




 




Section 610.  Other

Debt.  The

Issuer shall not contract for, create, incur, assume or suffer to exist any

Indebtedness other than any Notes issued pursuant to this Indenture or any

Supplement issued hereunder and other than under any Interest Rate Hedge

Agreement, except trade payables and expense accruals incurred in the ordinary

course and which are incidental to the purposes permitted pursuant to the

Issuer’s charter documents.




 




25





























 




Section 611.  Guarantees,

Loans, Advances and Other Liabilities. 

The Issuer will not make any loan, advance or credit to, or guarantee

(directly or indirectly or by an instrument  having the effect of

assuring another’s payment or performance on any obligation or capability of so

doing, or otherwise), endorse (except for the endorsement of checks for

collection or deposit) or otherwise become contingently liable, directly or

indirectly, in connection with the obligations, stock or dividends of, or own,

purchase, repurchase or acquire (or agree contingently to do so) any stock,

obligations or securities of, or any other interest in, or make any capital

contribution to, any other Person.




 




Section 612.  Consolidation,

Merger and Sale of Assets.  The

Issuer shall not consolidate with or merge with or into any other Person or

convey or transfer to any Person all or substantially all of its assets without

the prior written consent of each Control Party for each Series.  The obligations of the Issuer hereunder

shall not be assignable nor shall any Person succeed to the obligations of the

Issuer hereunder except in each case in accordance with the provisions of this

Indenture.




 




Section 613.  Other Agreements.  The Issuer will not enter into or become a

party to any agreements or instruments other than this Indenture, the

Supplements, the Contribution and Sale Agreement, the Note Purchase Agreements,

or any other agreement(s) or amendments contemplated by this Indenture, any

Supplement or the Contribution and Sale Agreement.  Notwithstanding the foregoing sentence, the Issuer may enter into

any agreement(s) for disposition of any Contributed Assets or a Beneficial

Interest in an Owner Trust which owns a Contributed Engine so long as such

disposition is permitted by Sections 606(a), 612, 804 or 816 hereof.  In addition, the Issuer will not amend,

modify or waive any provision of the Contribution and Sale Agreement or give

any approval or consent or permission provided for therein without the prior

written consent of the requisite Persons set forth therein.




 




Section 614.  Charter Documents.  The Issuer will not amend or modify its

certificate of formation or by-laws without the prior written consent of the

Control Party of each Series and otherwise in accordance with the provisions of

such certificate of formvation and by-laws.




 




Section 615.  Capital Expenditures.  The Issuer will not make any expenditure (by

long-term or operating lease or otherwise) for capital assets (both realty and

personalty), except for (i) acquisition of additional Eligible Engines from the

Seller pursuant to the Contribution and Sale Agreement,

(ii) any Capital Improvements and (iii) ordinary course expenditures for office

equipment and similar or other related items.




 




Section 616.  Permitted Activities.  The Issuer will not engage in any activity

or enter into any transaction except as permitted under its charter documents

as in effect on the date on which this Indenture is executed.




 




Section 617.  Investment Company Act.  The Issuer will conduct its operation in a

manner which will not subject it to registration as an “investment company”

under the Investment Company Act of 1940, as amended.




 




26





























 




Section 618.  Payments of Collateral.  If the Issuer or WLFC Funding (Ireland)

Limited shall receive from any Person any payments with respect to the

Collateral (to the extent such Collateral has not been released from the Lien

of this Indenture in accordance with Section 404 hereof), the Issuer shall  (and shall cause WLFC

Funding (Ireland) Limited to) receive such payment in trust for the Indenture

Trustee, as secured party hereunder, and subject to the Indenture Trustee’s

security interest and shall immediately deposit such payment in the Trust

Account.




 




Section 619.  Notices.  The Issuer shall notify the Indenture

Trustee, the Administrative Agent, each Rating Agency and each Series Enhancer

in writing of any of the following immediately upon learning of the occurrence

thereof, describing the same and, if applicable, the steps being taken by the

Person(s) affected with respect thereto:




 




(a)           Event

of Default.  The occurrence of an Event

of Default or any event or condition which, with the giving of notice or the

passage of time or both, would constitute an Event of Default;




 




(b)           Litigation.  The institution of any litigation,

arbitration proceeding or Proceeding before any Governmental Authority which

might have or result in a Material Adverse Change;




 




(c)           Material

Adverse Change.  The occurrence of a

Material Adverse Change;




 




(d)           Other

Events.  The occurrence of an Early

Amortization Event or such other events that may, with the giving of notice or

the passage of time or both, constitute an Early Amortization Event.




 




Section 620.  Books and Records.  The Issuer shall maintain complete and

accurate books and records in which full and correct entries in conformity with

GAAP shall be made of all dealings and transactions in relation to its business

and activities.




 




Section 621.  Taxes.  The Issuer shall pay when due, all of its

taxes, unless and only to the extent that Issuer is contesting such taxes in

good faith and by appropriate proceedings and the Issuer has set aside on its

books such reserves or other appropriate provisions therefor as may be required

by GAAP.




 




Section 622.  Subsidiaries.  The Issuer shall not create any Subsidiaries

other than WLFC Funding (Ireland) Limited.




 




Section 623.  Investments.  Except as permitted by the provisions of

Section 622 hereof, the Issuer shall not make or permit to exist any Investment

in any Person except for Investments in Eligible Investments made in accordance

with the terms of this Indenture.




 




Section 624.  Use of Proceeds.  The Issuer shall use the proceeds of the

Notes only for the purchase of Eligible Engines and the other Related Assets

and for the payment of related expenses. 

In addition, the Issuer shall not permit any proceeds of the Notes to be

used, either directly or indirectly, for the purpose, whether immediate,

incidental or ultimate, of “purchasing or carrying any margin stock” within the

meaning of Regulation U of the Board of




 




27





























 




Governors of the Federal Reserve System, as amended

from time to time, and shall furnish to each Holder, upon its request, a

statement in conformity with the requirements of Regulation U.




 




Section 625.  Asset Base Certificate.  With respect to each Series, the Issuer

shall prepare (or cause to be prepared) an Asset Base Certificate (if

applicable) and deliver (if applicable) such Asset Base Certificate to the

Indenture Trustee, each Series Enhancer, each Rating Agency, the Noteholders

and the Administrative Agent by not later than (i) the Business Day prior to

the Payment Date and (ii) each date on which any Loan (as defined in a

Supplement for a Series), if any, is made.




 




Section 626.  Financial Statements.  The Issuer shall prepare and deliver to the

Indenture Trustee, each Series Enhancer, each Rating Agency and the

Administrative Agent, or shall cause the Servicer to prepare and deliver

pursuant to the Servicing Agreement, promptly upon their becoming available,

copies of Forms 8-K, 10-K and 10-Q filed with the Securities and Exchange

Commission relating to the Issuer or the Servicer; provided, however, that in

no event will the Forms 10-K be provided later than 120 days following the end

of the period covered, and in no event will the Forms 10-Q be provided later

than 60 days following the end of the period covered.  All financial statements shall be prepared in accordance with

GAAP.




 




Section 627.  Servicer Report.  The Issuer shall cause the Servicer to

prepare and deliver to the Indenture Trustee, each Series Enhancer (if

applicable), each Rating Agency (if applicable) and the Administrative Agent

within 19 days of the end of each month (but no later than 1:00 p.m. New York

City time on such date), commencing the month immediately following the first

delivery of Collateral, a Servicer Report (as defined in the Servicing

Agreement).




 




Section 628.  Cash Receipts Report.  The Issuer shall (or shall cause the

Servicer to) prepare and deliver to the Indenture Trustee, each Series Enhancer

(if applicable), each Rating Agency (if applicable) and the Administrative

Agent by not later than the 15th day of each month, a report detailing all cash

receipts deposited into the Trust Account during the preceding month, which

report shall also detail the source of such cash deposits and the Series

Account to which such cash receipt was allocated.




 




Section 629.  Annual Portfolio Appraisal.  The Issuer shall (or shall cause the

Servicer to) prepare and deliver to the Indenture Trustee, each Series Enhancer

(if applicable), each Rating Agency (if applicable) and the Administrative

Agent by no later than 60 days prior to the Conversion

Date (whether or not extended) and 60 days prior to each anniversary of the

Conversion Date, an annual appraisal of its portfolio.




 




ARTICLE VII




 




DISCHARGE

OF INDENTURE; PREPAYMENTS




 




Section 701.  Full Discharge.  With respect to each Series of Notes, upon

payment in full of the Outstanding Obligations of such Series, the Indenture

Trustee shall, at the request and at the expense of the Issuer, execute and

deliver to the Issuer such deeds or other instruments as shall be requisite to

evidence the satisfaction and discharge of this Indenture and the security




 




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hereby created with respect to such Series, and to

release the Issuer from its covenants contained in this Indenture and the

related Supplement with respect to such Series in connection with the

satisfaction and discharge of the Indenture. 

The Indenture Trustee shall be entitled to receive an

Opinion of Counsel stating that such satisfaction and

discharge is authorized and permitted. 

All Eligible Engines supporting a Series for which the Outstanding

Obligations of such Series have been paid in full shall be released from the

lien of this Indenture in accordance with Section 404 hereof.




 




Section 702.  Prepayment of Notes.  (a)  Optional Prepayments. 

The Issuer may, from time to time, upon at least two (2) Business Days’

prior written notice to the applicable Deal Agent, make an optional prepayment

of principal of the Notes of any Series in whole or in part without premium or

penalty except as may be set forth in any Supplement; provided, however, that any

partial prepayment of principal shall be in a minimum aggregate amount of One

Million Dollars ($1,000,000).  Each

notice of prepayment pursuant to this Section 702(a) shall be irrevocable.  The Issuer shall promptly confirm any

telephonic notice of prepayment in writing. 

Any optional Prepayment of principal made by the Issuer pursuant to this

Section 702(a) shall also include accrued interest to the date of the

prepayment on the amount being prepaid. 

So long as no Early Amortization Event is continuing, any optional

prepayment of a Series of Notes pursuant to this Section 702(a) may be accomplished

by a deposit of funds directly into the related Series Account.




 




(b)           After

an Early Amortization Event, Prepayments will be deposited into the Trust

Account and will be allocated to each Series based on Outstanding Obligations

at the time of such Early Amortization Event.




 




Section 703.  Unclaimed Funds.  In the event that any amount due to any

Noteholder remains unclaimed, the Issuer shall, at its expense, cause to be

published once, in the eastern edition of The Wall Street Journal,

notice that such money remains unclaimed. 

Any such  unclaimed amounts shall not be invested by the Indenture

Trustee (notwithstanding the provisions of Section 303 hereof) and no

additional interest shall accrue on the related Note subsequent to the date on

which such funds were available for distribution to such Noteholder.  Any such unclaimed amounts shall be held by

the Indenture Trustee in trust until the latest of (i) two years after the date

of the publication described in the second preceding sentence, (ii) the date all

other registered Noteholders of such Series shall have received full payment f

all principal, interest, premium, if any, and other sums payable to them on

such Notes or the Indenture Trustee shall hold (and shall have notified the

registered Noteholders that it holds) in trust for that purpose an amount

sufficient to make full payment thereof when due and (iii) the date the Issuer

shall have fully performed and observed all of its covenants and obligations  contained in this

Indenture and the related Supplement with respect to such Series of Notes.  Thereafter any such unclaimed amounts shall

be paid to the Issuer by the Indenture Trustee on demand; and thereupon the

Indenture Trustee shall be released from all further liability with respect to

such monies, and thereafter the registered Noteholders in respect of which such

monies were so paid to the Issuer shall have no rights in respect thereof

except to obtain payment of such monies from the Issuer.




 




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ARTICLE VIII




 




DEFAULT PROVISIONS AND REMEDIES




 




Section 801.  Event of Default.  “Event of Default”, wherever used herein

with respect to any Series of Notes, means any one of the following events

(whatever the reason for such Event of Default and whether it shall be

voluntary or involuntary or be effected by operation of law or pursuant to any

judgment, decree or order of any court or any order, rule or regulation of any

Governmental Authority):




 




(i)            (A)

default in (x) the payment of principal of the Notes of any Series on the Final

Payment Date of such Series, or (y) if the related Supplement so specifies, the

payment of the principal balance of the Notes on a Payment Date prior to the

Final Payment Date for a period of ten calendar days without having been cured,

or (z) the payment when due of any amount payable by the Issuer under any

Series Enhancement; or




 




(B) default in the payment of Guaranty Fees, if

applicable, Indenture Trustee’s Fees or payment of interest or premium on the

Notes of any Series for more than three (3) Business Days after the same shall

have become due and payable in accordance with the terms of such Notes, this

Indenture and the related Supplement; provided, however, that the three (3)

Business Day grace period set forth above shall be applicable only to the first

three payment defaults pursuant to this clause (B);




 




(ii)           default

in any material respect in the performance, or breach in any material respect,

of any covenant of the Issuer in this Indenture (other than a covenant or

agreement a breach of which or default in the performance of which breach is

elsewhere in this Section specifically dealt with), the related Supplement or

if any representation or warranty of the Issuer made in this Indenture, the

related Supplement, or any other Related Documents or in any certificate or

other writing delivered pursuant hereto or thereto or in connection herewith

with respect to or affecting the Notes of such Series shall prove to be

inaccurate in any material respect as of the time when the same shall have been

made, and, except for breaches of any covenants set forth in Section 406 of any

related Supplement for a Series, if such breach or default or inaccuracy is

curable, continuance of such default or breach or inaccuracy for a period of 60

days after the earlier to occur of (i) actual knowledge of such default or

breach or inaccuracy by the Issuer or (ii) the date on which there has been

given to the Issuer by the Indenture Trustee, or to the Issuer and the

Indenture Trustee by the Series Enhancer or any Noteholder of such Series, a

written notice specifying such default or breach or inaccuracy and requiring it

to be remedied;




 




(iii)          the

entry of a decree or order for relief by a court having jurisdiction in respect

of the Issuer or the Seller in any involuntary case under any applicable

Insolvency Law, or other similar law now or hereafter in effect, or appointing

a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other

similar official) for the Issuer or the Seller, as the case may be, or for any

substantial part of their respective properties, or ordering the winding-up or

liquidation of their respective affairs, and the continuance of any such decree

or order unstayed and in effect for a period of 60 consecutive days;




 




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(iv)          the

commencement by the Issuer or the Seller of a voluntary case under any (iv)

applicable Insolvency Law, or other similar law now or hereafter in effect, or

the consent by the Issuer or the Seller, as the case may be, to the appointment

of or taking possession by a receiver, liquidator, assignee, custodian, trustee

or sequestrator (or other similar official) of the Issuer or the Seller, as the

case may be, or any substantial part of their respective properties, or the

making by the Issuer or the Seller, as the case may be, of any general

assignment for the benefit of creditors, or the failure by the Issuer or the

Seller, as the case may be generally to pay its debts as they become due, or

the taking of corporate action by the Issuer in furtherance of any such action;




 




(v)           any

of the Related Documents for such Series ceases to be in full force and effect

except to the extent that they are terminated in accordance with their terms

after all payments have been made thereunder;




 




(vi)          the

occurrence of a reportable event (within the meaning of Section 4043 of ERISA)

with respect to any Plan, or the occurrence of any event or condition with

respect to a Plan which actually results in the imposition of a Lien on the

Collateral.v




 




The occurrence of an Event of Default with respect to

one Series of Notes (that has not been waived by the related Control Party)

shall constitute an Event of Default with respect to all other Series of Notes

then Outstanding unless the related Supplement with respect to each such other

Series of Notes shall specifically provide to the contrary.




 




Section 802.  Acceleration of Stated

Maturity; Rescission and Annulment. 

(a)  If an Event of Default under

Section 801 occurs and is continuing, then and in every such case the Control

Party for a Series may declare the Outstanding Obligations for such Series to

be due and payable immediately, by a notice in writing to the Issuer and to the

Indenture Trustee given by such Control Party, and upon

any such declaration such Outstanding Obligations for such Series shall become

immediately due and payable.




 




(b)           At

any time after such a declaration of acceleration has been made and before a

judgment or decree for payment of the money due has been obtained by the

Indenture Trustee as hereinafter in this Article provided, such Control Party,

by written notice to the Issuer and the Indenture Trustee, may rescind and

annul such declaration and its consequences if:




 




(i)            the Issuer has paid or deposited

with the Indenture Trustee a sum sufficient to pay:




 




(A)          all of the installments of interest,

premium and principal on all Notes which were overdue prior to the date of such

acceleration;




 




(B)           to the extent that payment of such

interest is lawful, interest at the applicable Overdue Rate on the amounts set

forth in clause (A) above;




 




(C)           all sums paid or advanced by the

Indenture Trustee hereunder or the Servicer and the reasonable compensation,

out-of-pocket expenses, disbursements and advances of the Indenture Trustee,

its agents and counsel incurred in connection with the enforcement of this

Indenture;




 




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(D)          all amounts due to any Series Enhancer

(if applicable); and




 




(ii)           all Events of Default, other than the

nonpayment of the principal of or interest on Notes which have become due

solely by such declaration of acceleration, have been cured or waived as

provided in Section 813 hereof.




 




No such rescission with respect to any Event of

Default shall affect any subsequent Event of Default or impair any right

consequent thereon.




 




Section 803.  Collection of Indebtedness.  The Issuer covenants that, if an Event of

Default occurs and is continuing and a declaration of acceleration has been

made under Section 802 with respect to a Series and not rescinded, the Issuer

will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for

the benefit of the Noteholders of such Series then Outstanding and any Series

Enhancers of such Series, an amount equal to the sum of (i) the Outstanding

Obligations of such Series including the costs and out-of-pocket expenses of

collection, including the reasonable compensation, expenses, disbursements and

advances of the Indenture Trustee, its agents and counsel incurred in

connection with the enforcement of this Indenture and (ii) to the extent that

the payment of such interest is lawful, interest on the amount set forth in

clause (i) at the applicable Overdue Rate.




 




Section 804.  Remedies.  If an Event of Default shall occur and be

continuing, the Indenture Trustee, by such officer or agent as it may appoint,

shall notify the applicable Rating Agencies, if any, of such Event of Default

and shall, if instructed by the Control Party of a Series:




 




(i)            institute any Proceedings, in its

own name and as trustee of an express trust, for the collection of all amounts

then due and payable on the Notes of such Series or under this Indenture or the

related Supplement with respect thereto, whether by declaration or otherwise,

enforce any judgment obtained, and collect from the related Series Collateral

and any other assets of the Issuer any monies adjudged due;




 




(ii)           subject to the quiet enjoyment rights

of any Lessee under a Lease Agreement, sell, hold or lease the related Series

Collateral or any portion thereof or rights or interest therein, at one or more

public or private transactions conducted in any manner permitted by law;




 




(iii)          institute any Proceedings from time to

time for the complete or partial foreclosure of the Lien created by this

Indenture and the related Supplement with respect to the related Series

Collateral;




 




(iv)          institute such other appropriate

Proceedings to protect and enforce any other rights, whether for the specific

enforcement of any covenant or agreement in this Indenture or in aid of the

exercise of any power granted herein, or to enforce any other proper remedy;




 




(v)           exercise any remedies of a secured

party under the UCC or any applicable law and take any other appropriate action

to protect and enforce the rights and remedies of the Indenture Trustee or the

Noteholders of a Series hereunder; and




 




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(vi)          appoint a receiver or a manager over

the Issuer or its assets.




 




Section 805.  Indenture Trustee May

Enforce Claims Without Possession of Notes.  (a)  In all Proceedings

brought by the Indenture d also any Proceedings involving the interpretation of

any provision of this Indenture to which the Indenture Trustee shall be a

party), the Indenture Trustee shall be held to represent all of the Noteholders

of the affected Series, and it shall not be necessary to make any affected

Noteholder a party to any such Proceedings.




 




(b)           All rights of action and claims under

this Indenture, the related Supplement or such Notes may be prosecuted and

enforced by the Indenture Trustee without the possession of any of the Notes or

the production thereof in any Proceeding relating thereto, and any such

Proceeding instituted by the Indenture Trustee shall be brought in its own name

as trustee of an express trust, and any recovery whether by judgment,

settlement or otherwise shall, after provision for the payment of the

reasonable compensation, expenses, and disbursements incurred and advances

made, by the Indenture Trustee, its agents and counsel, be for the ratable

benefit of the Holders of the Notes of the affected Series, subject to the

subordination of payments among Classes of a particular Series as set forth in

the related Supplement.




 




Section 806.  Allocation of Money Collected.  If the Notes of a Series have been declared

due and payable following an Event of Default and such declaration and its

consequences have not been rescinded or annulled, any money collected by the

Indenture Trustee pursuant to this Article or otherwise and any other monies

that may be held or thereafter received by the Indenture

Trustee as security for the Notes of such Series shall be applied, to the

extent permitted by law, in the following order, at the date or dates fixed by

the Indenture Trustee:




 




FIRST:                To the payment of all amounts

due the Indenture Trustee under Section 905 hereof; and




 




SECOND:           To the payment of all management fees

or other servicing fees as more particularly provided in each Supplement and in

accordance with the terms of the related Servicing Agreement:  provided, however, that in no event shall

the Servicing Fee then payable pursuant to each Supplement be less than the

Minimum Servicing Fee Percentage of Engine Revenues of the Engines pledged

pursuant to such Supplement.




 




THIRD:               Any remaining amounts shall be

distributed in accordance with Section 3.02 (II) of each Supplement (or such

other or additional related sections or clauses as may be provided in any

particular Supplement) hereof but without duplication of any amounts specified

in Section 3.02(II) of a Supplement that is also set forth in Section 806

(First) or (Second) above.




 




Section 807.  Limitation on Suits.  Except to the extent provided in Section 808

hereof, no Noteholder of a Series shall have the right to institute any

Proceeding, with respect to this Indenture, or for the appointment of a

receiver or trustee, or for any other remedy hereunder, unless:




 




(i)            such Holder has previously given

written notice to the Indenture Trustee of a continuing Event of Default;




 




33





























 




(ii)           the Control Party of such Series

shall have made written request to the Indenture Trustee to institute

Proceedings in respect of such Event of Default in its own name as Indenture

Trustee hereunder;




 




(iii)          such Holder or Holders have offered to

the Indenture Trustee reasonable security or indemnity against the costs,

expenses and liabilities to be incurred in compliance with such request (the

unsecured indemnity of a Rated Institutional Noteholder being deemed

satisfactory for such purpose);




 




(iv)          the Indenture Trustee has, for 30 days

after its receipt of such notice, request and offer of security or indemnity,

failed to institute any such Proceeding; and




 




(v)           no direction inconsistent with such

written request has been given to the Indenture Trustee during such 30 day

period by the Control Party of such Series;




 




it being understood and intended that no one or more Noteholders shall

have any right in any manner whatsoever by virtue of, or by availing of, any

provision of this Indenture to affect, disturb or prejudice the rights of any

other Noteholder, or to obtain or to seek to obtain priority or preference over

any other Noteholder (except to the extent provided in the related Supplement)

or to enforce any right under this Indenture, except in the manner herein

provided and for the benefit of all Noteholders of a Series.




 




Section 808.  Unconditional Right

of Holders to Receive Principal and Interest.  Notwithstanding any other provision of this Indenture, each

Noteholder shall have the right, which is absolute and unconditional, to

receive payment of the principal of and interest on such  Note as such

principal and interest becomes due and payable and to institute any Proceeding

for the enforcement of such payment, and such rights shall not be impaired

without the consent of such Holder.




 




Section 809.  Restoration of Rights

and Remedies.  If the Indenture

Trustee, any Series Enhancer or any Holder has instituted any Proceeding to

enforce any right or remedy under this Indenture or the related Supplement and

such Proceeding has been discontinued or abandoned for any reason, or has been

determined adversely to the Indenture Trustee, any Series Enhancer or to such

Holder, then and in every such case, subject to any determination in such

Proceeding, the Issuer, the Indenture Trustee, such Series Enhancer (if

applicable) and the Holders shall be restored severally and respectively to

their former positions hereunder and  thereafter

all rights and remedies of the Indenture Trustee, such Series Enhancer (if applicable)

and the Holders shall continue as though no such Proceeding had been

instituted.




 




Section 810.  Rights and Remedies

Cumulative.  No right or remedy

conferred upon or reserved to the Indenture Trustee, any Series Enhancer (if

applicable) or to the Holders pursuant to this Indenture or any Supplement is

intended to be exclusive of any other right or remedy, and every right and

remedy shall, to the extent permitted by law, be cumulative and in addition to

every other right and remedy given hereunder or now or hereafter existing at

law or in equity or otherwise.  The

assertion or employment of any right or remedy hereunder, or otherwise, shall

not prevent the concurrent assertion or employment of any other appropriate

right or remedy.




 




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Section 811.  Delay or Omission

Not Waiver.  No delay or omission of

the Indenture Trustee, of any Series Enhancer or of any Holder of any Note to

exercise any right or remedy accruing upon any Event of Default shall impair

any such right or remedy or constitute a waiver of any such Event of Default or

an acquiescence therein.  Every right

and remedy given by this Article or by law to the Indenture Trustee or to the

Holders may be exercised from time to time, and as often as may be deemed

expedient, by the Indenture Trustee or by the Holders, as the case may be.




 




Section 812.  Control by the Control Party

of the Affected Series.  Upon the

occurrence of an Event of Default with respect to a Series, the Control Party

of the affected Series shall have the right to direct the time, method and

place of conducting any Proceeding for any remedy available to the Indenture

Trustee or exercising any trust or power conferred on the Indenture Trustee,

provided that (i) such direction shall not be in conflict with any rule of law

or with this Indenture, including, without limitation, Section 804 hereof, (ii)

such Control Party has offered to the Indenture Trustee reasonable security or

indemnity against costs, expenses and liabilities which it might incur in

connection therewith as provided in Section 902(iii) hereof, and (iii) the

Indenture Trustee may take any other action deemed proper by the Indenture

Trustee which is not inconsistent with such direction.




 




Section 813.  Waiver of Past

Defaults.  (a)  The Control Party of a Series may, on behalf

of all Noteholders of such Series, waive any past Event of Default with respect

to such Series and its consequences, except an Event of Default with respect to

such Series:




 




(i)            in the payment of (x) the principal

balance of any Note on the Final Payment Date or (y) any required interest

payment on any Note of any Series on any Payment Date, or




 




(ii)           in respect of a covenant or provision

hereof which cannot be modified or amended without the consent of all the

Noteholders of all Series pursuant to Section 1002 of this Indenture.




 




(b)           Upon

any such waiver, such Event of Default shall cease to exist and shall be deemed

to have been cured and not to have occurred for every purpose of this Indenture;

provided,

however,

that no such waiver shall extend to any subsequent or other Event of Default or

impair any right consequent thereon.




 




Section 814.  Undertaking for Costs.  All parties to this Indenture agree, and

each Holder of any Note by acceptance thereof shall be deemed to have agreed,

that any court may in its discretion require, in any suit for the enforcement

of any right or remedy under this Indenture, or in any suit against the

Indenture Trustee for any action taken, suffered or omitted by it as Indenture

Trustee, the filing by any party litigant in such suit of an undertaking to pay

the costs of such suit, and that such court may in its discretion assess

reasonable costs, including reasonable attorneys’ fees, against any party

litigant in such suit, having due regard to the merits and good faith of the

claims or defenses made by such party litigant; provided, however, that the

provisions of this Section 814 shall not apply (i) to any suit instituted by

the Indenture Trustee or any Holder or group of Holders, holding in the

aggregate more than 10% of the aggregate principal balance of the Notes of all

Series then Outstanding, or (ii) to any suit instituted by any




 




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Holder for the enforcement of (x) the payment of

interest or principal on any Notes on any Payment Date or (y) the payment of

the principal of any Note on or after the Final Payment Date of such Note.




 




Section 815.  Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it

may lawfully do so) that it will not at any time insist upon, or plead, or in

any manner whatsoever claim or take the benefit or advantage of, any stay or

extension law wherever enacted, now or at any time hereafter in force, which

may affect the covenants or the performance of this Indenture; and the Issuer

(to the extent that it may lawfully do so) hereby expressly waives all benefit

or advantage of any such law and covenants that it will not hinder, delay or

impede the execution of any power herein granted to the Indenture Trustee, but

will suffer and permit the execution of every such power as though no such law

had been enacted.




 




Section 816.  Sale of Collateral.  (a) 

The power to effect any sale (a “Sale”) of any portion of the Series

Collateral pursuant to Section 804 hereof shall not be exhausted by any one or

more Sales as to any portion of the Series Collateral remaining unsold, but

shall continue unimpaired until the entire Series Collateral shall have been

sold or the Outstanding Obligations of the related Series shall have been paid

in full.  The Indenture Trustee at the

direction of the Control Party of the related Series may

from time to time postpone any Sale by public announcement made at the time and

place of such Sale.




 




(b)           Upon

any Sale, whether made under the power of sale hereby given or under judgment,

order or decree in any Proceeding for the foreclosure or involving the

enforcement of this Indenture:  (i) the

Indenture Trustee, at the direction of the Control Party of the related Series,

may bid for and purchase the property being sold, and upon compliance with the

terms of such Sale may hold, retain and possess and dispose of such property in

accordance with the terms of this Indenture; and (ii) the receipt of the

Indenture Trustee or of any officer thereof making such Sale shall be a

sufficient discharge to the purchaser or purchasers at such Sale for its or

their Purchase money, and such purchaser or purchasers, and its or their

assigns or personal representatives, shall not, after paying such purchase

money and receiving such receipt of the Indenture Trustee or of such officer

therefor, be obliged to see to the application of such purchase money or be in

any way answerable for any loss, misappropriation or non-application thereof.




 




(c)           The

Indenture Trustee shall execute and deliver an appropriate instrument of

conveyance transferring its interest in any portion of the Collateral in

connection with a Sale thereof.  In

addition, the Indenture Trustee is hereby irrevocably appointed the agent and

attorney-in-fact of the Issuer to transfer and convey its interest (subject to

lessee’s rights of quiet enjoyment) in any portion of the Collateral in

connection with a Sale thereof, and to take all action necessary to effect such

Sale.  No purchaser or transferee at

such a Sale shall be bound to ascertain the Indenture Trustee’s authority,

inquire into the satisfaction of any conditions precedent or see to the

application of any monies.




 




Section 817.  Action on Notes.  The Indenture Trustee’s right to seek and

recover judgment on the Notes or under this Indenture or any Supplement shall

not be affected by the seeking, obtaining or application of any other relief

under or with respect to this Indenture or any Supplement.  Neither the Lien of this Indenture nor any

rights or remedies of the Indenture 




 




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Trustee, any Series Enhancer or the Noteholders shall

be impaired by the recovery of any judgment by the Indenture  rustee against the Issuer or by the levy of

any execution under such judgment upon any portion of the Collateral or upon

any of the assets of the Issuer.




 




ARTICLE

IX




 




CONCERNING

THE INDENTURE TRUSTEE




 




Section 901.  Duties of Indenture Trustee.  The Indenture Trustee, prior to the

occurrence of an Event of Default with respect to any Series or after the

curing of any Event of Default with respect to any Series which may have

occurred, undertakes to perform such duties and only such duties as are

specifically set forth in this Indenture and the related Supplement.  If an Event of Default with respect to any

Series has occurred and is continuing, the Indenture Trustee, at the direction

of the Control Party of the related Series, shall exercise such of the rights

and powers vested in it by this Indenture and the related Supplement, and use

the same degree of care and skill in its exercise as a prudent Person would

exercise or use under the circumstances in the conduct of such Person’s own

affairs.




 




The Indenture Trustee, upon receipt of all

resolutions, certificates, statements, opinions, reports, documents, orders or

other instruments furnished to the Indenture Trustee which are specifically

required to be furnished pursuant to any provisions of this Indenture and any

applicable Supplement, shall determine whether they are in the form required by

this Indenture and any applicable Supplement; provided, however, that the

Indenture Trustee shall not be responsible for the accuracy or content of any

such resolution, certificate, statement, opinion, report, document, order or

other instrument furnished pursuant to this Indenture and any applicable

Supplement.




 




No provision of this Indenture or any Supplement shall

be construed to relieve the Indenture Trustee from liability for its own negligent

action, its own negligent failure to act or its own willful misconduct; provided,

however, that:




 




(i)            Prior to the occurrence of an Event

of Default and after the curing of any Event of Default which may have

occurred, the duties and obligations of the Indenture Trustee shall be

determined solely by the express provisions of this Indenture and any

Supplements issued pursuant to the terms hereof.  The Indenture Trustee shall not be liable except for the

performance of such duties and obligations as are specifically set forth in

this Indenture and any Supplements issued pursuant to the terms hereof, and no

implied covenants or obligations shall be read into this Indenture against the

Indenture Trustee and, in the absence of bad faith on the part of the Indenture

Trustee, the Indenture Trustee may conclusively rely, as to the truth of the

statements and the correctness of the opinions expressed therein, upon any

Opinion of Counsel, certificates, statements, reports, documents, orders,

opinions, appraisals, bonds or other documents or instruments believed by it to

be genuine and to have been signed or presented by the proper party or parties

and conforming to the requirements of this Indenture and any Supplements issued

pursuant to the terms hereof;




 




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(ii)           The Indenture Trustee shall not be

liable for an error of judgment made in good faith by a Corporate Trust Officer

or Corporate Trust Officers of the Indenture Trustee, unless it shall be proved

that the Indenture Trustee was negligent in ascertaining the pertinent facts;

and




 




(iii)          The Indenture Trustee shall not be

personally liable with respect to any action taken, suffered or omitted to be

taken by it in good faith in accordance with the direction of the Control Party

of a Series relating to the time, method and place of conducting any Proceeding

for any remedy available to the Indenture Trustee, or exercising any trust or

power conferred upon the Indenture Trustee, under this Indenture.




 




No provisions of this Indenture shall require the

Indenture Trustee to expend or risk its own funds or otherwise incur any

financial liability in the performance of its duties hereunder, or in the

exercise of any of its rights or powers, if it shall have reasonable grounds

for believing that repayment of such funds or adequate security or indemnity

against such risk or liability is not reasonably assured to it (the unsecured

indemnity of (A) a Rated Institutional Noteholder being deemed satisfactory for

such purpose unless the Indenture Trustee provides written notice to the

contrary, or (B) any Series Enhancer, if applicable (so long as its claims

paying ability is rated “AAA” or “Aaa”, as applicable) being deemed

satisfactory for such purpose).




 




Whether or not therein expressly so provided, every

provision of this Indenture relating to the conduct or affecting the liability

of or affording protection to the Indenture Trustee shall be subject to the

provisions of this Section 901.




 




Section 902.  Certain Matters Affecting

the Indenture Trustee.  Except as

otherwise provided in Section 901 hereof:




 




(i)            The Indenture Trustee may consult

with counsel of its selection and any advice of such counsel shall be full and

complete authorization and protection in respect of any action taken or

suffered or omitted by it hereunder in good faith and in accordance in reliance

thereof;




 




(ii)           The Indenture Trustee shall be under

no obligation to institute, conduct or defend any litigation or proceeding

hereunder or in relation hereto at the request, order or direction of the

Control Party of a Series, pursuant to the provisions of this Indenture, unless

the such Control Party shall have offered to the Indenture Trustee reasonable

security or indemnity against the costs, expenses and liabilities which may be

incurred therein or thereby (the unsecured indemnity of (A) a Rated

Institutional Noteholder being deemed satisfactory for such purpose, unless the

Indenture Trustee provides written notice to the contrary or (B) any Series

Enhancer if applicable (so long as its claims paying ability is rated “AAA” or

“Aaa”, as applicable) being deemed satisfactory for such purpose);




 




(iii)          The Indenture Trustee shall not be

liable for any action taken, suffered or omitted by it in good faith and

believed by it to be authorized or within the discretion or rights or powers

conferred upon it by this Indenture;




 




38





























 




(iv)          The Indenture Trustee shall not be

bound to make any investigation into the facts or matters stated in any

resolution, certificate, statement, instrument, opinion, report, notice,

request, consent, order, approval, bond or other paper or document, unless

requested in writing to do so by the Control Party of a Series; provided,

however, that the Indenture Trustee may require reasonable security

or indemnity against any cost, expense or liability likely to be incurred in

making such investigation as a condition to so proceeding (the unsecured

indemnity of (A) a Rated Institutional Noteholder being deemed satisfactory for

such purposes unless the Indenture Trustee provides written notice to the

contrary) or (B) any Series Enhancer (so long as its claims paying ability is

rated “AAA” or “Aaa,” as applicable) being deemed satisfactory for such

purpose).  The reasonable expense of any

such examination shall be paid, on a pro rata basis, by the Noteholders of the

applicable Series requesting such examination or, if paid by the Indenture

Trustee, shall be reimbursed by such Noteholders upon demand;




 




(v)           The Indenture Trustee may execute any

of the trusts or powers hereunder or perform any duties hereunder either

directly or by or through its agents or attorneys, provided that the Indenture

Trustee shall not be responsible for any misconduct or negligence on the part

of any agent or attorney appointed by it with due care hereunder; and




 




(vi)          The Indenture Trustee shall not be

charged with knowledge of any Default or Event of Default unless either a

Corporate Trust Officer of the Indenture Trustee shall have actual knowledge or

written notice of such shall have been given to a Corporate Trust Officer of

the Indenture Trustee.




 




The Indenture Trustee shall be under no obligation to

exercise any of the rights or powers vested in it by this Indenture at the

request or direction of any of the Holders pursuant to this Indenture, unless

such Holders shall have offered to the Indenture Trustee security or indemnity

satisfactory to the Indenture Trustee against the costs, expenses and

liabilities which might be incurred by it in compliance with such request or

direction.  The rights, privileges,

protections, immunities and benefits given to the Indenture Trustee, including,

without limitation, its right to be indemnified, are extended to, and shall be

enforceable by, the Indenture Trustee in each of its capacities hereunder, and

each agent, custodian and other Person employed to act hereunder.  The Indenture Trustee may request that the

Issuer deliver an Officer’s Certificate setting forth the names of individuals

and/or titles of officers authorized at such time to take specified actions

pursuant to this Indenture, which Officer’s Certificate may be signed by any

person authorized to sign an Officer’s Certificate, including any person

specified as so authorized in any such certificate previously delivered and not

superseded.




 




The provisions of this Section 902 shall be applicable

to the Indenture Trustee in its capacity as Indenture Trustee under this

Indenture.




 




Section 903.  Indenture Trustee Not Liable.  The recitals contained herein (other than

the representations and warranties contained in Section 911 hereof), in any

Supplement and in the Notes (other than the certificate of authentication on

the Notes) shall be taken as the statements of the Issuer, and the Indenture

Trustee assumes no responsibility for their correctness.  The Indenture Trustee makes no

representations as to the validity or sufficiency of




 




39





























 




this Indenture, any Supplement, the Notes, the

Collateral or of any related document. 

The Indenture Trustee shall not be accountable for the use or

application by the Issuer of any of the Notes or of the proceeds thereof, or

for the use or application of any funds paid to the Issuer or the Servicer in

respect of the Collateral.  The

Indenture Trustee will be deemed to have  appointed Barclays Bank PLC to act as Administrative Agent

under the terms of the Administration Agreement without negligence or willful

misconduct.




 




(a)           The

Indenture Trustee shall have no responsibility or liability for or with respect

to the existence or validity of any Engine, the perfection of any security

interest (whether as of the date hereof or at any future time), the maintenance

of or the taking of any action to maintain such perfection, the validity of the

assignment of any portion of the Collateral to the Indenture Trustee or of any

intervening assignment, the compliance by the Seller or the Servicer with any

covenant or the breach by the Seller or the Servicer of any warranty or

representation made hereunder, in any Supplement or in any related document or

the accuracy of such warranty or representation, any investment of monies in

the Trust Account, the Restricted Cash Account or any Series Account or any

loss resulting therefrom (provided that such investments are made in accordance

with the provisions of Section 303 hereof), the acts or omissions of the Seller

or the Servicer taken in the name of the Indenture Trustee, or the acts or

omissions of the Administrative Agent.




 




(b)           Except

as expressly provided herein or in any Supplement, the Indenture Trustee shall

not have any obligation or liability under any Contract by reason of or arising

out of this Indenture or the granting of a security interest in such Contract

hereunder or the receipt by the Indenture Trustee of any payment relating to

any Contract pursuant hereto, nor shall the Indenture Trustee be required or

obligated in any manner to perform or fulfill any of the obligations of the

Issuer, the Seller or the Servicer under or pursuant to any Contract, or to

make any payment, or to make any inquiry as to the nature or the sufficiency of

any payment received by it, or the sufficiency of any performance by any party,

under any Contract.




 




Section 904.  Indenture Trustee May Own Notes.  The Indenture Trustee in its individual or

any other capacity may become the owner or pledgee of Notes with the same

rights it would have if it were not Indenture Trustee;

provided that such transaction shall not result in the disqualification of the

Indenture Trustee for purposes of Rule 3a-7 under the Investment Company Act of

1940.




 




Section 905.  Indenture Trustee’s Fees and Expenses.  The fees of the Indenture Trustee shall be

paid by the Issuer in accordance with Section 3.02 of a related Supplement for

a Series.  The Issuer shall indemnify

the Indenture Trustee and each of its officers, directors and employees for,

and hold them harmless against, any loss, liability, damage, claim or expense  incurred without

negligence or willful misconduct on their part, arising out of or in connection

with the acceptance or administration of this trust, including the costs and

expenses of defending itself both individually and in its representative

capacity against any claim or liability in connection with the exercise or

performance of any of its powers or duties hereunder (including, but not

limited to, loss, liability, damage, claim or expense incurred by reason of the

appointment of Barclays Bank PLC to act as Administrative Agent).




 




40





























 




The obligations of the Issuer under this Section 905

to compensate the Indenture Trustee, to pay or reimburse the Indenture Trustee

for expenses, disbursements and advances and to indemnify and hold harmless the

Indenture Trustee shall constitute Outstanding Obligations hereunder and shall

survive the resignation or removal of the Indenture Trustee and the

satisfaction and discharge of this Indenture.




 




When the Indenture Trustee incurs expenses or renders

services in connection with an Event of Default specified in Section 801(iii)

or Section 801(iv), the expenses and the compensation for the services are

intended to constitute expenses of administration under any bankruptcy law.




 




Anything in this Indenture to the contrary notwithstanding,

in no event shall the Indenture Trustee be liable under or in connection with

this Indenture for indirect, special, incidental, punitive or consequential

losses or damages of any kind whatsoever, including but not limited to lost

profits, whether or not foreseeable, even if the Indenture Trustee has been

advised of the possibility thereof and regardless of the form of action in

which such damages are sought.




 




Section 906.  Eligibility Requirements for Indenture

Trustee.  The

Indenture Trustee hereunder shall at all times be a national banking

association or a corporation, organized and doing business under the laws of

the United States of America or any State, and authorized under such laws to

exercise corporate trust powers.  In

addition, the Indenture Trustee or its parent corporation shall at all times

(i) have a combined capital and surplus of at least $250,000,000, (ii) be

subject to supervision or examination by Federal or state authority and (iii)

have a long-term unsecured senior debt rating of “A2” or better by Moody’s or a

long-term unsecured senior debt rating of “A” by Standard & Poor’s and

short-term unsecured senior debt rating of “P-1” or better by Moody’s or a

short-term unsecured senior debt rating of “A-2” by Standard & Poor’s.  If such corporation publishes reports of

condition at least annually, pursuant to law or to the requirements of such

supervising or examining authority, then, for the purposes of this Section 906,

the combined capital and surplus of such corporation shall be deemed to be its

combined capital and surplus as set forth in its most recent report of

condition so published.  In case at any

time the Indenture Trustee shall cease to be eligible in accordance with the

provisions of this Section 906, the Indenture Trustee shall resign immediately

in the manner and with the effect specified in Section 907 hereof.  In lieu of the foregoing eligibility

requirements for the Indenture Trustee, The Bank of New York shall be an

eligible Indenture Trustee.




 




Section 907.  Resignation and Removal of Indenture

Trustee.  The

Indenture Trustee may at any time resign and be discharged from the trusts

hereby created by giving written notice thereof to the

Issuer, the Servicer, the Administrative Agent, each Series Enhancer if

applicable and the Noteholders.  Upon

receiving such notice of resignation, the Issuer shall promptly appoint a

successor trustee by written instrument, in duplicate, one copy of which

instrument shall be delivered to the resigning Indenture Trustee and each

Series Enhancer if applicable, and one copy to the successor Indenture

Trustee.  If no successor Indenture

Trustee shall have been so appointed and have accepted appointment within 30

days after the giving of such notice of resignation, the Requisite Global

Majority may appoint a successor trustee or, if it does not do so within 30

days thereafter, the resigning Indenture Trustee, with the consent of each

Series  Enhancer, may

petition any court of competent jurisdiction for the appointment of a




 




41





























 




successor trustee, which successor trustee shall meet the eligibility

standards set forth in Section 906.




 




If at any time the Indenture Trustee shall cease to be

eligible in accordance with the provisions of Section 906 hereof and shall fail

to resign after written request therefor by the Issuer, any Series Enhancer if

applicable or the Servicer, or if at any time the Indenture Trustee shall

become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver

of the Indenture Trustee or of its property shall be appointed, or any public

officer shall take charge or control of the Indenture Trustee or of its

property or affairs for the purpose of rehabilitation, conservation or

liquidation, then the Issuer shall remove the Indenture Trustee and appoint a

successor Indenture Trustee by written instrument, in duplicate, one copy of

which instrument shall be delivered to the Indenture Trustee so removed and one

copy to the successor Indenture Trustee.




 




Any resignation or removal of the Indenture Trustee

and appointment of a successor trustee pursuant to any of the provisions of

this Section shall become effective upon acceptance of appointment by the

successor trustee as provided in Section 908 hereof.




 




Section 908.  Successor Indenture Trustee.  Any successor Indenture Trustee appointed as

provided in Section 907 hereof shall execute, acknowledge and deliver to the

Issuer and to its predecessor Indenture Trustee an instrument accepting such

appointment hereunder, and thereupon the resignation or removal of the

predecessor Indenture Trustee shall become effective and such successor

Indenture Trustee, without any further act, deed or conveyance, shall become

fully vested with all the rights, powers, duties and obligations of its

predecessor hereunder, with like effect as if originally named as the Indenture

Trustee herein.  The predecessor

Indenture Trustee shall deliver to the successor Indenture Trustee all

documents relating to the Collateral, if any, delivered to it, together with

any amount remaining in the Trust Account, Restricted Cash Account and any

other Series Accounts.  In addition, the

predecessor Indenture Trustee and, upon request of the successor Indenture

Trustee, the Issuer shall execute and deliver such instruments and do such

other things as may reasonably be required for more fully and certainly vesting

and confirming in the successor Indenture Trustee all such rights, powers,

duties and obligations.




 




No successor Indenture Trustee shall accept appointment

as provided in this Section 908 unless at the time of such acceptance such

successor Indenture Trustee shall be eligible under the provisions of Section

906 hereof and shall be acceptable to the Requisite Global Majority.




 




Upon acceptance of appointment by a successor

Indenture Trustee as provided in this Section 908, the Issuer shall mail notice

of the succession of such Indenture Trustee hereunder to all Noteholders at

their addresses as shown in the registration books maintained by the Indenture

Trustee.  If the Issuer fails to mail

such notice within 10 days after acceptance of appointment by the successor

Indenture Trustee, the successor Indenture Trustee shall cause such notice to

be mailed at the expense of the Issuer.




 




Section 909.  Merger or Consolidation of Indenture

Trustee.  Any

corporation into which the Indenture Trustee may be merged or converted or with

which it may be consolidated,




 




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or any corporation resulting from any merger,

conversion or consolidation to which the Indenture Trustee shall be a party, or

any corporation succeeding to the business of the Indenture Trustee, shall be

the successor of the Indenture Trustee hereunder, provided such corporation

shall be eligible under the provisions of Section 906 hereof, without the

execution or filing of any paper or any further act on the part of any of the

parties hereto, anything herein to the contrary notwithstanding.




 




Section 910.  Separate Indenture Trustees,

Co-Indenture Trustees and Custodians. 

If the Indenture Trustee is not capable of acting outside the United

States of America, it shall have the power from time to time to appoint one or

more Persons or corporations to act either as co-trustees jointly with the

Indenture Trustee, or as separate trustees, or as custodians, for the purpose

of holding title to, foreclosing or otherwise taking action with respect to any

of the Collateral, when such separate trustee or co-trustee is necessary or

advisable under any applicable laws or for the purpose of otherwise conforming

to any legal requirement, restriction  or

condition in any applicable jurisdiction. 

The separate trustees, co-trustees, or custodians so appointed shall be

trustees, co-trustees, or custodians for the benefit of all Noteholders and

shall have such powers, rights and remedies as shall be specified in the

instrument of appointment; provided, however, that no such

appointment shall, or shall be deemed to, constitute the appointee an agent of

the Indenture Trustee.  The Issuer shall

join in any such appointment, but such joining shall not be necessary for the

effectiveness of such appointment.




 




Every separate trustee, co-trustee and custodian

shall, to the extent permitted by law, be appointed and act subject to the

following provisions and conditions:




 




(i)            all powers, duties, obligations and

rights conferred upon the Indenture Trustee in respect of the receipt, custody

and payment of moneys shall be exercised solely by the Indenture Trustee;




 




(ii)           all other rights, powers, duties and

obligations conferred or imposed upon the Indenture Trustee shall be conferred

or imposed upon and exercised or performed by the Indenture Trustee and such

separate trustee, co-trustee, or custodian jointly, except to the extent that under

any law of any jurisdiction in which any particular act or acts are to be

performed the Indenture Trustee shall be incompetent or unqualified to perform

such act or acts, in which event such rights, powers, duties and obligations

(including the holding of title to the Collateral or any portion thereof in any

such jurisdiction) shall be exercised and performed by such separate trustee,

co-trustee or custodian;




 




(iii)          no trustee or custodian hereunder

shall be personally liable by reason of any act or omission of any other

trustee or custodian hereunder; and




 




(iv)          the Issuer or the Indenture Trustee

may at any time accept the resignation of or remove any separate trustee,

co-trustee or custodian so appointed by it or them if such resignation or

removal does not violate the other terms of this Indenture.




 




Any notice, request or other writing given to the

Indenture Trustee shall be deemed to have been given to each of the then

separate trustees and co-trustees, as effectively as if given to each of

them.  Every instrument appointing any

separate trustee, co-trustee, or




 




43





























 




custodian shall refer to this Indenture and the conditions of this

Article.  Each separate trustee and

co-trustee, upon its acceptance of the trusts conferred, shall be vested with

the estates or property specified in its instrument of appointment, either

jointly with the Indenture Trustee or separately, as may be provided therein,

subject to all the provisions of this Indenture, specifically including every

provision of this Indenture relating to the conduct of, affecting the liability

of, or affording protection to, the Indenture Trustee.  Every such instrument of appointment shall

be furnished to the Indenture Trustee and each Series Enhancer.




 




Any separate trustee, co-trustees, or custodian may,

at any time, constitute the Indenture Trustee, its agent or attorney-in-fact,

with full power and authority, to the extent not prohibited by law, to do any

lawful act under or in respect of this Indenture on its behalf and in its

name.  If any separate trustee,

co-trustee, or custodian shall die, become incapable of acting, resign or be

removed, all of its estates, properties, rights, remedies and trusts shall vest

in and be exercised by the Indenture Trustee, to the extent permitted by law,

without the appointment of a new or successor trustee or custodian.




 




No separate trustee, co-trustee or custodian hereunder

shall be required to meet the terms of eligibility as a successor trustee under

Section 906 hereof and no notice to Noteholders of the appointment thereof

shall be required under Section 908 hereof.




 




The Indenture Trustee agrees to instruct the

co-trustees, if any, to the extent necessary to fulfill the Indenture Trustee’s

obligations hereunder.




 




Section 911.  Representations,

Warranties and Covenants.  The

Indenture Trustee hereby represents, warrants and covenants as of the Effective

Date of each Series that:




 




(a)           Organization

and Good Standing.  The Indenture

Trustee is a New York banking corporation duly organized, validly existing and

in good standing under the laws of the State of New York, and has the power to

own its assets and to transact the business in which it is presently engaged;




 




(b)           Authorization.  The Indenture Trustee has the power,

authority and legal right to execute, deliver and perform this Indenture and

each Supplement and to authenticate the Notes, and the execution, delivery and

performance of this Indenture and each Supplement and the authentication of the

Notes has been duly authorized by the Indenture Trustee by all necessary

corporate action;




 




(c)           Binding

Obligations.  This Indenture and

each Supplement, assuming due authorization, execution and delivery by the

Issuer, constitutes the legal, valid and binding obligations of the Indenture

Trustee, enforceable against the Indenture Trustee in accordance with its

terms, except that (i) such enforcement may be subject to bankruptcy,

insolvency, reorganization, moratorium or other similar laws (whether

statutory, regulatory or decisional) now or hereafter in effect relating to

creditors’ rights generally and the rights of trust companies in particular and

(ii) the remedy of specific performance and injunctive and other forms of

equitable relief may be subject to certain equitable defenses and to the

discretion of the court before which any proceeding therefor may be brought,

whether in a proceeding at law or in equity;




 




44





























 




(d)           No

Violation.  The performance by the

Indenture Trustee of its obligations under this Indenture and each Supplement

will not conflict with, result in any breach of any of the terms and provisions

of, or constitute (with or without notice, lapse of time or both) a default

under, the charter documents or bylaws of the Indenture Trustee;




 




(e)           No

Proceedings.  There are no

proceedings or investigations to which the Indenture Trustee is a party

pending, or, to the knowledge of the Indenture Trustee, threatened, before any

court, regulatory body, administrative agency or other tribunal or Governmental

Authority (A) asserting the invalidity of this Indenture or the Notes, (B)

seeking to prevent the issuance of the Notes or the consummation of any of the

transactions contemplated by this Indenture or (C) seeking any determination or

ruling that would materially and adversely affect the performance by the

Indenture Trustee of its obligations under, or the validity or enforceability

of, this Indenture or the Notes; and




 




(f)            Approvals.  Neither the execution or delivery by the

Indenture Trustee of this Indenture nor the consummation of the transactions by

the Indenture Trustee contemplated hereby requires the consent or approval of,

the giving of notice to, the registration with or the taking of any other

action with respect to any Governmental Authority under any existing federal or

State of New York law governing the banking or trust powers of the Indenture

Trustee.




 




(g)           Securities

Accounts.  (i) The Indenture Trustee

is a bank which regularly accepts in the ordinary course of its business

securities of the same type as the applicable Collateral as a custodial service

for its customers and maintains in the State of New York deposit accounts and

securities accounts for its customers; (ii) the Indenture Trustee will at all times

be acting solely in the capacity of a Securities Intermediary with respect to

items of Collateral identified on its books and records; (iii) the Indenture

Trustee will maintain its offices and books and records with respect to its

securities accounts in the State of New York; (iv) the Indenture Trustee will

at all times maintain an account with and be a member of The Federal Reserve

Bank; and (v) the Indenture Trustee will act in accordance with, and fulfill

its obligations under the terms of this Indenture and any Supplement hereto, on

its part to be performed or observed, including, without limitation, crediting

each Financial Asset (as defined in Section 8-102(a)(9) of the New York UCC)

and any other property it receives in accordance thereunder to the appropriate

Securities Account.




 




Section 912.  Indenture Trustee

Offices.  The Indenture Trustee

shall maintain in the State of New York an office or offices or agency or

agencies where Notes may be surrendered for registration

of transfer or exchange, which office shall initially be located at 101 Barclay

Street, New York, New York 10286, and shall promptly notify the Issuer, the

Servicer and the Noteholders of any change of such location.




 




Section 913.  Notice of Event of Default.  If the Indenture Trustee shall have actual

knowledge of an Event of Default with respect to any Series, the Indenture

Trustee shall give prompt written notice thereof to the Noteholders and any

Series Enhancer of such Series.  For all

purposes of this Indenture, in the absence of actual knowledge by a Corporate

Trust Officer of the Indenture Trustee, the Indenture Trustee shall not be

deemed to have actual knowledge of any Event of Default unless notified in

writing thereof by the Issuer, the Seller, the




 




45





























 




Servicer, any Series Enhancer or any Noteholder, and

such notice references the applicable Series of Notes generally, the Issuer,

this Indenture or the applicable Supplement.




 




Section 914.  Assignment

of Rights, Not Assumption of Duties.  Anything herein contained to the contrary

notwithstanding, (a) the Issuer shall remain liable under each of the

agreements to which it is a party to the extent set forth therein to perform

all of its duties and obligations thereunder to the same extent as if this

Indenture had not been executed, (b) the exercise by the Indenture Trustee or

the Noteholders of any of their rights, remedies or powers hereunder shall not

release the Issuer from any of its duties or obligations under each of the agreements

to which it is a party and (c) neither the Noteholders nor the Indenture

Trustee shall have any obligation or liability under any of the agreements to

which the Issuer is a party by reason of or arising out of this Indenture, nor

shall the Noteholders or the Indenture Trustee be obligated to perform any of

the obligations or duties of the Issuer thereunder or, except as expressly

provided herein with respect to the Indenture Trustee, to take any action to

collect or enforce any claim for payment assigned hereunder or otherwise or

except as expressly provided in the applicable Note Purchase Agreement with

respect to the Noteholders.




 




ARTICLE

X




 




SUPPLEMENTAL

INDENTURES




 




Section 1001.  Supplemental Indentures

Not Creating a New Series Without Consent of Holders.  (a) 

Without the consent of any Holder and based on an Opinion of Counsel to

the effect that such Supplement is for one of the purposes set forth in clauses

(i) through (vii) below, the Issuer and the Indenture Trustee, at any time and

from time to time, may, with the consent of the Series Enhancers if applicable,

enter into one or more Supplements in form satisfactory to the Indenture

Trustee, for any of the following purposes:




 




(i)            to add to the covenants of the

Issuer in this Indenture for the benefit of the Holders of one or more Series

then Outstanding or of one or more Series Enhancers if applicable, or to

surrender any right or power conferred upon the Issuer in this Indenture;




 




(ii)           to cure any ambiguity, to correct or

supplement any provision in this Indenture which may be inconsistent with any

other provision in this Indenture, or to make any other provisions with respect

to matters or questions arising under this Indenture;




 




(iii)          to correct or amplify the description

of any property at any time subject to the Lien of this Indenture, or better to

assure, convey and confirm unto the Indenture Trustee any property subject or

required to be subjected to the Lien of this Indenture, or to subject

additional property to the Lien of this Indenture;




 




(iv)          to add to the conditions, limitations

and restrictions on the authorized amount, terms and purposes of issue,

authentication and delivery of the Notes, as herein set forth, or additional

conditions, limitations and restrictions thereafter to be observed by the

Issuer;




 




46





























 




(v)           to convey, transfer, assign, mortgage

or pledge any additional property to or with the Indenture Trustee;




 




(vi)          to evidence the succession of the

Indenture Trustee pursuant to Article IX; or




 




(vii)         to add any additional Events of

Default.




 




Prior to the execution of any Supplement issued

pursuant to this Section 1001, the Issuer shall provide written notice to each

Rating Agency setting forth in general terms the substance of any such

Supplement.




 




(b)           Promptly

after the execution by the Issuer and the Indenture Trustee of any Supplement

pursuant to this Section 1001, the Indenture Trustee shall mail to all

Noteholders of any affected Class then Outstanding, each Rating Agency if

applicable, of any affected Series and each affected Series Enhancer if

applicable a notice setting forth in general terms the substance of such

Supplement, together with a copy of the text of such Supplement.  Any failure of the Issuer to mail such notice,

or any defect therein, shall not, however, in any way impair or affect the

validity of any such Supplement.




 




Section 1002.  Supplemental Indentures

Not Creating a New Series with Consent of Holders.  (a) 

With the prior written consent of the Control Party of each affected

Series, the Issuer and the Indenture Trustee may enter into a Supplement hereto

for the purpose of adding any provisions to or changing in any manner or

eliminating any of the provisions of this Indenture or of modifying in any manner

the rights of the Holders under this Indenture; provided, however, that no

such Supplement shall, without the consent of the Holder of each Outstanding

Note affected thereby:




 




(i)            reduce the principal amount of any

Note or the rate of interest thereon, change the priority of any payments

required pursuant to this Indenture or any Supplement, or the date on which, or

the place of payment where, or the coin or currency in which, any Note or the

interest thereon is payable, or impair the right to institute suit for the

enforcement of any such payment on or after the Final Payment Date thereof;




 




(ii)           reduce the percentage of Outstanding

Notes required for (a) the consent of any Supplement to this Indenture, (b) the

consent required for any waiver of compliance with certain provisions of this

Indenture or certain Events of Default hereunder and their consequences as

provided for in this Indenture or (c) the consent required to waive any payment

default on the Notes;




 




(iii)          modify any of the provisions of this

Section 1002 except to increase any percentage provided herein, or to provide

that certain other provisions of this Indenture cannot be modified or waived

without the consent of the Holder of each Outstanding Note affected thereby;




 




(iv)          modify or alter the definition of the

terms “Outstanding,” “Requisite Global Majority”, “Control Party”, or “Asset

Base” or “Depreciation Policy”;




 




47





























 




(v)           impair or adversely affect the

Collateral except as otherwise permitted herein;




 




(vi)          permit the creation of any Lien

ranking prior to or on a parity with the Lien of this Indenture with respect to

any part of the Collateral or terminate the Lien of this Indenture on any

property at any time subject hereto or deprive the Holder of any Note of the

security afforded by the Lien of this Indenture; or




 




(vii)         modify any of the provisions of this

Indenture in such a manner as to affect the amount or timing of any payments of

interest or principal due on any Note.




 




Prior to the execution of any Supplement issued

pursuant to this Section 1002, the Issuer shall provide a written notice to

each Rating Agency (if applicable) setting forth in general terms the substance

of any such Supplement.




 




(b)           Promptly

after the execution by the Issuer and the Indenture Trustee of any Supplement

pursuant to this Section 1002, the Issuer shall mail to all Noteholders of any

affected Class, each Rating Agency of an affected Class (if applicable) and the

Series Enhancer (if applicable), a notice setting forth in general terms the

substance of such Supplement, together with a copy of the text of such

Supplement.  Any failure of the Issuer

to mail such notice, or any defect therein, shall not, however, in any way

impair or affect the validity of any such Supplement.




 




Section 1003.  Execution of Supplemental Indentures.  In executing, or accepting the additional

trusts created by, a Supplement permitted by this Article or the modification

thereby of the trusts created by this Indenture, the Indenture Trustee shall be

entitled to receive,  and shall be fully protected

in relying upon, an Opinion of Counsel stating that the execution of such

Supplement is authorized or permitted by this Indenture.  The Indenture Trustee may, but shall not be

obligated to, enter into any such Supplement which affects the Indenture

Trustee’s own rights, duties or immunities under this Indenture or otherwise.




 




Section 1004.  Effect of Supplemental Indentures.  Upon the execution of any Supplement under

this Article, this Indenture shall be modified in accordance therewith, and

such Supplement shall form a part of this Indenture for all purposes, and every

Holder of Notes theretofore or thereafter authenticated and delivered hereunder

shall be bound thereby.




 




Section 1005.  Reference in Notes to Supplemental

Indentures. 

Notes authenticated and delivered after the execution of any Supplement

pursuant to this Article may, and shall if required by the Issuer, bear a

notation in form approved by the Indenture Trustee as to any matter provided

for in such Supplement.  If the Issuer

shall so determine, new Notes so modified as to conform, in the opinion of the

Indenture Trustee, may be prepared and executed by the Issuer and authenticated

and delivered by the Indenture Trustee in exchange for Outstanding Notes.




 




Section 1006.  Issuance of Series of Notes.  (a) 

The Issuer may from time to time direct the Indenture Trustee to execute

and authenticate one or more Series of Notes (each, a “Series”).




 




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(b)           On

or before the Series Issuance Date relating to any Series, the parties hereto

will execute and deliver a Supplement which will specify the Principal Terms of

such Series.  No Series of Notes shall

be subordinated, in right of payment or otherwise, to any other Series without

the prior written consent of each Noteholder of such Series.  The terms of such Supplement may modify or

amend the terms of this Indenture solely as applied to such Series, and, with the

consent of the Control Party for any other Series, may amend this Indenture as

applicable to such other Series, in accordance with Section 1002 hereof.  The obligation of the Indenture Trustee to

authenticate, execute and deliver the Notes of such Series and to execute and

deliver the related Supplement is subject to the satisfaction of the following

conditions:




 




(i)            on or before the tenth Business Day

immediately preceding the Series Issuance Date (unless the parties to be

notified agree to a shorter notice period), the Issuer shall have given the

Indenture Trustee, the Servicer, each Rating Agency for such Series and any

Series Enhancer entitled thereto pursuant to the relevant Supplement notice of

the Series and the Series Issuance Date;




 




(ii)           the Issuer shall have delivered to

the Indenture Trustee the related Supplement, in form satisfactory to the

Indenture Trustee, executed by each party hereto other than the Indenture

Trustee;




 




(iii)          the Issuer shall have delivered to the

Indenture Trustee any related Enhancement Agreement executed by each of the

parties thereto and the Series Enhancer under such Enhancement Agreement shall

have acknowledged in writing the terms of the Administration Agreement;




 




(iv)          if such Series would modify the terms

of any other Series previously issued and then Outstanding, then (i) the

Control Party of each affected Series shall have given its prior written

consent, (ii) the terms and conditions of Section 1002 shall have been complied

with and (iii) the Rating Agency Condition shall have been satisfied with respect

to the other affected Series;




 




(v)           the Issuer shall have delivered to

the Indenture Trustee, each Rating Agency (if applicable), each Series Enhancer

(if applicable) and, if required, any Noteholder, any Opinions of Counsel

required by the related Supplement, including without limitation with respect

to true sale, enforceability, non-consolidation and security interest

perfection issues; and




 




(vi)          such other conditions as shall be

specified in the related Supplement.




 




Upon satisfaction of the above conditions, the Indenture Trustee shall

execute the Supplement and authenticate, execute and deliver the Notes of such

Series.




 




ARTICLE

XI




 




HOLDERS

LISTS




 




Section 1101.  Issuer

to Furnish Indenture Trustee Names and Addresses of

Holders.  Unless otherwise provided

in the related Supplement, the Issuer will furnish or cause to




 




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be furnished to the Indenture Trustee and each Series

Enhancer (as applicable) (but only with respect to any Series for which such

Series Enhancer (as applicable) has provided enhancement) (i) not more than 10

days after receipt of a request from the Indenture Trustee, a list, in such form as the Indenture Trustee may reasonably require, of

the names and addresses and tax identification numbers of the Holders of Notes

as of such Date, and (ii) at such other times as the Indenture Trustee may

request in writing, within 30 days after the receipt by the Issuer of any such

request, a list of similar form and content as of a date not more than 15 days

prior to the time such list is furnished; provided, however, that so long as the

Indenture Trustee maintains the Note Register, no such lists shall be required

to include the names and addresses received by the Indenture Trustee in such

capacity.




 




Section 1102.  Preservation of Information;

Communications to Holders.  The

Indenture Trustee shall preserve, in as current a form as is reasonably

practicable, the names and addresses of Holders contained in the most recent

list furnished to the Indenture Trustee as provided in Section 1101 and the

names and addresses of Holders received by the Indenture Trustee in its

capacity as note registrar.  The

Indenture Trustee may destroy any list furnished to it as provided in Section

1101 upon receipt of a new list so furnished.




 




ARTICLE XII




 




EARLY

AMORTIZATION EVENT




 




Section 1201.  Early Amortization Event.  With respect to any Series, as of any date

of determination, the existence of any one of the following events or

conditions:  




 




(1)                                  The

Outstanding Obligations of such Series on any Payment Date (after giving effect

to all payments of principal to be paid on such Payment Date) exceeds the Asset

Base of such Series for a period of 10 consecutive Business Days without having

been cured; or




 




(2)                                  The

occurrence of an additional Early Amortization Event as specified in the

related Supplement for any Series.




 




The occurrence of an Early Amortization Event with

respect to one Series of Notes (that has not been waived by the related Control

Party) shall constitute an Early Amortization Event with respect to all other

Series of Notes then Outstanding unless waived by the Control Party for such

other Series or unless the related Supplement with respect to each such other

Series of Notes shall specifically provide to the contrary.  If an Early Amortization Event with respect

to any Series exists on any Payment Date, then such Early Amortization Event

shall be deemed to continue until the Business Day on which the related Control

Party waives in writing such Early Amortization Event.




 




Section 1202.  Other Series.  If an Early Amortization Event with respect

to any Series exists on any Payment Date, any Excess Cash Available for

Distribution shall be paid, pro rata in accordance with the Outstanding

Obligations of all other Series, on such Payment Date for application to all

Outstanding Obligations until paid in full.




 




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ARTICLE XIII




 




MISCELLANEOUS

PROVISIONS




 




Section 1301.  Compliance Certificates

and Opinions.  (a)  Upon any application or request by the

Issuer to the Indenture Trustee to take any action under any provision of this

Indenture or any Supplement, the Issuer shall furnish to the Indenture Trustee

a certificate stating that all conditions precedent, if any, provided for in

this Indenture and any relevant Supplement relating to the proposed action have

been complied with and, if deemed reasonably necessary by the Indenture Trustee

or if required pursuant to the terms of this Indenture, an Opinion of Counsel

stating that in the opinion of such counsel all such conditions precedent, if

any, have  been complied with, except that in the case of any such

application or request as to which the furnishing of such documents is

specifically required by any provision of this Indenture relating to such

particular application or request, no additional certificate or opinion need be

furnished.




 




(b)           Every

certificate or opinion with respect to compliance with a condition or covenant

provided for in this Indenture shall include:




 




(i)            a statement that each individual

signing such certificate or opinion has read such covenant or condition and the

definitions herein relating thereto;




 




(ii)           a brief statement as to the nature

and scope of the examination or investigation upon which the statements or

opinions contained in such certificate or opinion are based;




 




(iii)          a statement that, in the opinion of

each such individual, he has made such examination or investigation as is

necessary to enable him to express an informed opinion as to whether such

covenant or condition has been complied with;




 




(iv)          and a statement as to whether, in the

opinion of each such individual, such condition or covenant has been complied

with.




 




Section 1302.  Form of Documents

Delivered to Indenture Trustee. 

(a)  In any case where several

matters are required to be certified by, or covered by an opinion of, any

specified Person, it is not necessary that all such matters be certified by, or

covered by the opinion of, only one such Person, or that they be so certified

or covered by only one document, but one such Person may certify or give an

opinion with respect to some matters and one or more other such Persons as to

other matters, and any such Person may certify or give an opinion as to such

matters in one or several documents.




 




(b)           Any

certificate or opinion may be based, insofar as it relates to legal matters,

upon a certificate or opinion of, or representations by, counsel, unless such

officer knows that the certificate or opinion or representations with respect

to the matters upon which his certificate or opinion is based are erroneous




 




(c)           Where

any Person is required to make, give or execute two or more applications,

requests, consents, certificates, statements, opinions or other instruments

under this Indenture, they may, but need not, be consolidated and form one

instrument.




 




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Section 1303.  Acts of Holders.  (a) 

Any request, demand, authorization, direction, notice, consent, waiver

or other action provided by this Indenture or any Supplement to be given or

taken by Holders may be (i) embodied in and evidenced by one or more

instruments of substantially similar tenor signed by such Holders in person or

by an agent duly appointed in writing, (ii) evidenced by the written consent or

direction of Holders of the specified percentage of the principal amount of the

Notes, or (iii) evidenced by a combination of such instrument or instruments;

and, except as herein otherwise expressly provided, such action shall become

effective when such instrument or instruments and record are delivered to the

Indenture Trustee and, where it is hereby expressly required, to the

Issuer.  Proof of execution of any such

instrument or of a writing appointing any such agent shall be sufficient for

any purpose  of this Indenture and conclusive in favor of the Indenture

Trustee and the Issuer, if made in the manner provided in this Section 1303.




 




(b)           The

fact and date of the execution by any Person of any such instrument or writing

may be proved by the affidavit of a witness of such execution or by a

certificate of a notary public or other officer authorized by law to take

acknowledgements of deeds, certifying that the individual signing such

instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting

in a capacity other than his individual capacity, such certificate or affidavit

shall also constitute sufficient proof of his authority.  The fact and date of the execution of any

such instrument or writing, or the authority of the Person executing the same,

may also be proved in any other manner which the Indenture Trustee deems

sufficient.




 




(c)           The

ownership of Notes shall be proved by the Note Register.




 




(d)           Any

request, demand, authorization, direction, notice, consent, waiver or other Act

of the Holder of any Note shall bind every future Holder of the same Note and

the Holder of every Note issued upon the registration of transfer thereof or in

exchange therefor or in lieu thereof in respect of anything done, omitted or

suffered to be done by the Indenture Trustee or the Issuer in reliance thereon,

whether or not notation of such action is made upon such Note.




 




Section 1304.  Inspection.  (a) 

Upon reasonable request, the Issuer agrees that it shall make available

to any representative of the Indenture Trustee, any Series Enhancer (if

applicable) or the Administrative Agent and their duly authorized

representatives, attorneys or accountants, for inspection and copying its books

of account, records and reports relating to the Eligible Engines, the related

Lease Agreements and the other items of Collateral, all in the format which the

Servicer uses for its own operations. 

Such inspections shall be conducted during normal business hours and

shall not unreasonably disrupt the Servicer’s business.  Any expense incident to the reasonable

exercise by the Indenture Trustee, the Administrative Agent, each Series

Enhancer (if applicable) or any Noteholder of any right under this Section 1304

shall be borne by the Person exercising such right unless an Event of Default

shall have occurred and then be continuing in which case such expenses shall be

borne by the Issuer.




 




(b)           The

Issuer also agrees (i) to make available on a reasonable basis upon reasonable

request to the Indenture Trustee, Administrative Agent, any Series Enhancer (if

applicable) or any prospective owner a Servicing Officer for the purpose of

answering reasonable questions respecting recent developments affecting the

Issuer and (ii) to instruct the 




 




52





























 




Servicer to allow the Indenture Trustee, Administrative Agent, any

Series Enhancer (if applicable) or any prospective owner to inspect the

Servicer’s facilities upon reasonable request during normal business hours.




 




Section 1305.  Limitation of Rights.  Except as expressly set forth in this

Indenture, this Indenture shall be binding upon the Issuer, the Noteholders and

their respective successors and permitted assigns and shall not inure to the

benefit of any Person other than the parties hereto, the Noteholders and the

Servicer as provided herein. 

Notwithstanding the previous sentence, the parties hereto, the Seller

and the Servicer acknowledge that any Series  Enhancer (if

applicable) for a Series of Notes is an express third party beneficiary hereof

entitled to enforce its rights hereunder as if actually a party hereto.




 




Section 1306.  Severability.  If any provision of this Indenture is held

to be in conflict with any applicable statute or rule of law or is otherwise

held to be unenforceable for any reason whatsoever, such circumstances shall

not have the effect of rendering the provision in question inoperative or

unenforceable in any other case or circumstance, or of rendering any other

provision or provisions herein contained invalid, inoperative, or unenforceable

to any extent whatsoever.




 




The invalidity of any one or more phrases, sentences,

clauses or Sections of this Indenture shall not affect the remaining portions

of this Indenture, or any part thereof.




 




Section 1307.  Notices.  All demands, notices and communications

hereunder shall be in writing, personally delivered, or by facsimile (with

subsequent telephone confirmation of receipt thereof), or sent by

internationally recognized overnight courier service, (a) in the case of the

Indenture Trustee, at the following address: 

101 Barclay Street, 8th Floor West, Asset Backed Finance Unit, New York,

New York 10286, (b) in the case of the Servicer, at the following address:  2320 Marinship Way, Suite 300, Sausalito,

California 94965, (c) in the case of the Issuer, at the following address:  2320 Marinship Way, Suite 300, Sausalito,

California 94965, with a copy to the Servicer at the address set forth in

clause (b), (d) in the case of each Rating Agency (if applicable), at its

address set forth in the related Supplement, in the case of any Series Enhancer

(if applicable), at its address set forth in the related Supplement, or at

other such address as shall be designated by such party in a written notice to

the other parties.  Any notice required

or permitted to be given to a Noteholder shall be given by certified first

class mail, postage prepaid (return receipt requested), or by courier, or by

facsimile, with subsequent telephone confirmation of receipt thereof, in each

case at the address of such Holder as shown in the Note Register or to the

telephone and fax number furnished by such Noteholder.  Notice shall be effective and deemed

received (a) two days after being delivered to the courier service, if sent by

courier, (b) upon receipt of confirmation of transmission, if sent by telecopy,

or (c) when delivered, if delivered by hand. 

Any rights to notices conveyed to a Rating Agency (if applicable)

pursuant to the terms of this Indenture with respect to any Series or Class

shall terminate immediately if such Rating Agency (if applicable) no longer has

a rating outstanding with respect to such Series or Class.




 




Section 1308.  Consent to Jurisdiction.  Any legal suit, action or proceeding against

the Issuer arising out of or relating to this Indenture, or any transaction

contemplated hereby, may be instituted in any federal or state court in The

City of New York, State of New




 




53





























 




York and the

Issuer hereby waives any objection which it may now or hereafter have to the

laying of venue of any such suit, action or proceeding, and, solely for the

purposes of enforcing this Indenture, the Issuer hereby irrevocably submits to

the non-exclusive jurisdiction of any such court in any such suit, action or

proceeding.  The Issuer hereby

irrevocably appoints and designates CT Corporation Systems having an address at

1633 Broadway, New York, New York 10019, its true and lawful attorney-in-fact

and duly authorized agent for the limited purpose of accepting servicing of

legal process and the Issuer agrees that service of process upon such party

shall constitute personal service of such process on such Person.  The Issuer shall maintain the designation

and appointment of such authorized agent until all amounts payable under this  Indenture shall have been paid in full.  If such agent shall cease to so act, each of

the Agent and the Seller shall immediately designate and appoint another such

agent satisfactory to the Indenture Trustee and shall promptly deliver to the

Indenture Trustee evidence in writing of such other agent’s acceptance of such

appointment.




 




Section 1309.  Captions.  The captions or headings in this Indenture

are for convenience only and in no way define, limit or describe the scope or

intent of any provisions or sections of this Indenture.




 




Section 1310.  Governing Law.  This Indenture shall be governed by and

interpreted in accordance with the laws of the State of New York, without

giving effect to the principles of conflicts of law.




 




Section 1311.  No

Petition.  The

Indenture Trustee, on its own behalf, hereby covenants and agrees, and each

Noteholder by its acquisition of a Note shall be deemed to covenant and agree,

that it will not institute against the Issuer any bankruptcy, reorganization,

arrangement, insolvency or liquidation proceedings, or other proceedings under

any federal or state bankruptcy or similar law, at any time other than on a

date which is at least one year and one day after the last date on which any

Note of any Series was Outstanding.




 




Section 1312.  General Interpretive Principles.  For purposes of this Indenture except as

otherwise expressly provided or unless the context otherwise requires:




 




(a)           references

herein to “Articles”, “Sections”, “Subsections”, “paragraphs”, and other

subdivisions without reference to a document are to designated Articles,

Sections, Subsections, paragraphs and other subdivisions of this Indenture;




 




(b)           a

reference to a Subsection section without further reference to a Section is a

reference to such Subsection section as contained in the same Section in which

the reference appears, and this rule shall also apply to paragraphs and other

subdivisions;




 




(c)           the

words “herein”, “hereof”, “hereunder” and other words of similar import refer

to this Indenture as a whole and not to any particular provision; and




 




(d)           the

term “include” or “including” shall mean without limitation by reason of

enumeration.




 




Section 1313.  Effective Date of Transaction.  Notwithstanding that this Indenture is dated

as of September 12, 2002, the various transfers, conveyances and transactions set forth




 




54





























 




in this Indenture,

including, without limitation, the security interests granted pursuant to Section

401 hereof, shall not be effective until the date on which the Series 2002-1

Notes, Class A and Class B, are executed and delivered pursuant to the Series

2002-1 Supplement to this Indenture, between the Issuer and the Indenture

Trustee, which shall be evidenced by, among other things, the fact that a

counterpart of such Series 2002-1 Supplement is filed with the Federal Aviation

Administration for recordation.




 




Section 1314.  Counterparts.  This Indenture may be executed

simultaneously in any number of counterparts. 

Each counterpart shall be deemed to be an original, and all such

counterparts shall constitute one and the same instrument.




 




Section 1315.  Effect

on Original Indenture.  The Issuer

and the Indenture Trustee hereby agree that on the Effective Date (i) the terms

and provisions of the Original Indenture shall be and hereby are amended and

restated in their entirety by the terms and provisions of this Indenture and

(ii) the execution and delivery of this Indenture shall not constitute or effect

or be deemed to constitute or effect a novation, refinancing, discharge,

extinguishment or refunding of any of the “Outstanding Obligations” (as defined

in the Original Indenture).




 




55





























 




IN WITNESS WHEREOF, the Issuer and the Indenture

Trustee have caused this Indenture to be duly executed and delivered by their

respective officers thereunto duly authorized, all as of the day and year first

above written.




 




 




	

   


  	

  WILLIS ENGINE FUNDING LLC, as issuer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ MONICA J. BURKE


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Name:


  	

  Monica J. Burke


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Chief Financial Officer


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  THE BANK OF NEW YORK, as indenture trustee


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ SCOTT J. TEPPER


  	

   


  
	

   


  	

   


  
	

   


  	

  Name:


  	

  Scott J. Tepper


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Assistant Vice President


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  THE BANK OF NEW YORK, as securities intermediary


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ SCOTT J. TEPPER


  	

   


  
	

   


  	

   


  
	

   


  	

  Name:


  	

  Scott J. Tepper


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Title:


  	

  Assistant Vice President


  	

   


  
					





 




56