Exhibit 10.40


 




 





 


 


WILLIS ENGINE SECURITIZATION TRUST


Issuer


 


And


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


Indenture
Trustee


 










 


SERIES A1 SUPPLEMENT


 


Dated as of August
9, 2005


 


to


 


INDENTURE


 


Dated as of August
9, 2005


 










 


SERIES A1 NOTES


 




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DEFINITIONS; CALCULATION GUIDELINES

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 1.01.

  	
   

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CREATION OF THE SERIES A1 NOTES

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 2.01.

  	
   

  	
  Designation

  	
   

  
	
   

  	
   

  	
  Section 2.02.

  	
   

  	
  Authentication
  and Delivery

  	
   

  
	
   

  	
   

  	
  Section 2.03.

  	
   

  	
  Interest
  Payments on the Series A1 Notes

  	
   

  
	
   

  	
   

  	
  Section 2.04.

  	
   

  	
  Principal
  Payments on the Series A1 Notes

  	
   

  
	
   

  	
   

  	
  Section 2.05.

  	
   

  	
  Prepayment
  of Principal on the Series A1 Notes

  	
   

  
	
   

  	
   

  	
  Section 2.06.

  	
   

  	
  Manner of
  Payment

  	
   

  
	
   

  	
   

  	
  Section 2.07.

  	
   

  	
  Restrictions
  on Transfer

  	
   

  
	
   

  	
   

  	
  Section 2.08.

  	
   

  	
  Final
  Maturity Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SERIES A1 ACCOUNT AND ALLOCATION AND

  APPLICATION OF AMOUNTS THEREIN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 3.01.

  	
   

  	
  Series A1
  Series Account

  	
   

  
	
   

  	
   

  	
  Section 3.02.

  	
   

  	
  Distributions
  from Series A1 Series Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONDITIONS TO ISSUANCE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 4.01.

  	
   

  	
  Conditions
  to Issuance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 5.01.

  	
   

  	
  Indenture
  Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Section 6.01.

  	
   

  	
  Ratification
  of Indenture

  	
   

  
	
   

  	
   

  	
  Section 6.02.

  	
   

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
  Section 6.03.

  	
   

  	
  Governing
  Law

  	
   

  
	
   

  	
   

  	
  Section 6.04.

  	
   

  	
  Notices to
  Rating Agencies

  	
   

  
	
   

  	
   

  	
  Section 6.05.

  	
   

  	
  Statutory
  References

  	
   

  



 


i





















 


	
   

  	
   

  	
  Section 6.06.

  	
   

  	
  Amendments
  and Modifications

  	
   

  
	
   

  	
   

  	
  Section 6.07.

  	
   

  	
  Waiver of
  Jury Trial

  	
   

  
	
   

  	
   

  	
  Section 6.08.

  	
   

  	
  Appointment
  of Representative

  	
   

  
	
   

  	
   

  	
  Section 6.09.

  	
   

  	
  Tax
  Matters

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  
	
   

  	
   

  
	
  EXHIBIT
  A

  	
   

  	
  Form
  of Series A1 Note

  	
   

  
	
  EXHIBIT
  B

  	
   

  	
  Form
  of Certificate to be Given by Noteholders

  	
   

  
	
  EXHIBIT
  C

  	
   

  	
  Form
  of Certificate to be Given by Euroclear or Clearstream

  	
   

  
	
  EXHIBIT
  D

  	
   

  	
  Form
  of Certificate to be Given by Transferee of Beneficial Trust Interest In a
  Regulation S Temporary Book Entry Note

  	
   

  
	
  EXHIBIT
  E

  	
   

  	
  Form
  of Transfer Certificate for Exchange or Transfer From 144A Book Entry Note to
  Regulations S Book Entry Note

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  1

  	
   

  	
  Series
  A1 Minimum Targeted Principal Balance and Series A1 Scheduled Targeted
  Principal Balance by Payment Date

  	
   

  
								



 


ii





















 


SERIES A1 SUPPLEMENT, dated as of August 9, 2005 (the “Supplement”), issued pursuant to, and incorporating the
terms of, the Indenture, dated as of August 9, 2005 (as amended, modified or
supplemented from time to time, the “Indenture”)
between WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York
banking corporation, as Indenture Trustee (the “Indenture
Trustee”).


 


WITNESSETH
THAT:


 


WHEREAS, WEST and
the Indenture Trustee wish to set forth the Principal Terms of a Series of
Notes to be issued pursuant to this Supplement and designated as “Series
2005-A1 Floating Rate Notes”;


 


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


 


ARTICLE I


 


Definitions; Calculation Guidelines


 


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


 


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


 


“Closing Date” means August
9, 2005.


 


“Initial Purchaser”
means the Person named as the purchaser of the Series A1 Notes in the Series A1
Note Purchase Agreement.


“Issuance Expenses” means (a) the commission payable to the
Initial Purchaser in respect of the issuance of the Series A1  Notes and the fees payable to the Structuring
Agent and the Co-Structuring Agent that are calculated with respect to the
Outstanding Principal Balance of the Series A1 Notes and (b) the portion of the
expenses of the Initial Purchaser, the Structuring Agent and the Co-Structuring
Agents that are allocable to the Series A1 Notes, as agreed by WEST and such
parties.


 


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


 


“Minimum Targeted Principal
Balance” means for the Series A1 Notes for each Payment Date, the
amount set forth opposite such Payment Date on Schedule 1 hereto under the


 





















 


column entitled “Minimum
Targeted Principal Balance,” as adjusted from time to time pursuant to Section
2.04(b) or Section 2.05(c) hereof.


 


“Offering Memorandum” shall mean the Offering Memorandum,
dated July 28, 2005, prepared by WEST in connection with the offering of the
Series A1 Notes.


 


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


 


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


 


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


 


“Rating Agencies” means
Fitch and Moody’s.


 


“Redemption Premium” shall mean, for any Optional Redemption
during the period starting on the fifth anniversary of the Closing Date and
ending on (but excluding) the seventh anniversary of the Closing Date an amount
equal to 0.50% of the Outstanding Principal Balance of the Series A1 Notes that
is being redeemed.


 


“Redemption Price” shall mean the Outstanding Principal
Balance of the Series A2 Notes in an Optional Redemption in whole, and the
portion of the Outstanding Principal Balance being redeemed, in an Optional
Redemption in part, in each case together with the Redemption Premium for any
Optional Redemption during the period starting on the fifth anniversary of the
Closing Date and ending on (but excluding) the seventh anniversary of the
Closing Date and without any Redemption Premium for any Optional Redemption
thereafter.


 


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


 


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


 


“Series A1 Additional Interest Amount” means, for any Payment
Date, an amount equal to the Series A1 Additional Interest on the aggregate
amount of unpaid interest (including any unpaid portion of any Series A1 Stated
Interest Amount and any Series A1 Additional Interest Amount) that was due and
payable on the Series A1 Notes on any prior Payment Date.  The Series A1 Additional Interest Amount constitutes the Additional
Interest Amount for the Series A1 Notes for purposes of Sections 3.12 and 3.13
of the Indenture.


 


2





















 


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


 


“Series A1 Expected Final Payment
Date” means July 15, 2018.


 


“Series A1 Final Payment Date” means July 15, 2030.


 


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


 


“Series A1 Noteholder” means, at any time of determination for
the Series A1 Notes, any person in whose name a Series A1 Note is registered in
the Register.


 


“Series A1 Note Purchase Agreement”
means the Series A1 Note Purchase Agreement, dated as of July 28, 2005, among
WEST, Willis and the Initial Purchaser.


 


“Series A1 Notes” means
the Series of Notes designated as the “Series 2005-A1 Floating Rate Notes” to
be issued on the Closing Date and having the terms and conditions specified in
this Supplement, substantially in the form of Exhibit A hereto, and including
any and all replacements, extensions, substitutions or renewals of such Notes.


 


“Series A1  144A
Book Entry Notes” means Series A1 Notes in the form attached as
Exhibit A hereto, with the applicable legend for 144A Book Entry Notes required
by Section 2.02 of the Indenture inscribed on the face thereof.


 


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


 


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


 


“Series A1 Stated Interest Amount” means, for any Payment
Date, an amount equal to the accrued and unpaid interest at the Series A1
Stated Interest Rate on the Outstanding Principal Balance of the Series A1
Notes for the Interest Accrual Period ending on such Payment Date.  The Series A1 Stated Interest Amount constitutes the Stated Interest
Amount for the Series A1 Notes for purposes of Sections 3.12 and 3.13 of the
Indenture.


 


“Series A1 Stated Interest Rate”
means, for each Interest Accrual Period, One-Month LIBOR plus 1.25 % per annum.


 


“Series A1 Supplemental Principal Payment Amount” means, for
the Series A1 Notes on any Payment Date, the amount (if any) of a Series A
Supplemental Principal Payment Amount allocated and paid to the Series A1 Notes
on such Payment Date in accordance with the provisions of Sections 3.13 and
3.14(b) of the Indenture.


 


3





















 


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


 


“Series B1 Notes” means the Series of Notes designated as the
“Willis Engine Securitization Trust Series B1 Floating Rate Notes” to be issued
on the Closing Date and having the terms and conditions specified in the Series
B1 Supplement, including any and all replacements, extensions, substitutions or
renewals of such Notes.


 


“Series B1 Supplement” 
means the Series B1 Supplement to the Indenture, dated as of August 9,
2005 between WEST and the Indenture Trustee, as amended, modified, or
supplemented from time to time in accordance with its terms.


 


“Specified Period” shall mean one month.


 


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


 


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


 


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


 


ARTICLE II


 


Creation of the Series A1 Notes


 


Section 2.01.          Designation.


 


(a)           There
is hereby created a Series of Series A Term Notes to be issued pursuant to the
Indenture and this Supplement and to be known as the “Series 2005-A1 Floating
Rate Notes,” referred to herein as the “Series A1 Notes.”  The Series A1 Notes will be issued in the
initial principal balance of $200,000,000.00 and will not have priority over
any other Series of Series A Notes except to the extent set forth in the
Supplement for such other Series and the Indenture. The Series Issuance Date of
the Series A1 Notes is August 9, 2005. 
The Series A1 Notes are classified as “Term Notes,” “Series A Notes,”
Series A Term Notes,” and “Floating Rate Notes,” as each such term is used in
the Indenture.  The Series A1 Notes will
be rated on the Closing Date by each of Moody’s and Fitch.


 


(b)           The
first Payment Date with respect to the Series A1 Notes shall be on August 15,
2005.


 


(c)           Payments
of principal on the Series A1 Notes shall be payable from funds on deposit in
the Series A1 Series Account or otherwise at the times and in the amounts set
forth in Article III of the Indenture and Sections 2.04, 2.05 and 3.02 of this
Supplement.


 


4





















 


(d)           WEST shall pay Issuance
Expenses out of the proceeds of the Series A1 Notes on the Series Issuance Date.


 


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


 


Section
2.02.          Authentication and
Delivery.


 


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


 


(b)           The
Series A1 Notes are not being registered with the SEC and, after their sale to
the Initial Purchaser in accordance with the Series A1 Note Purchase Agreement,
may not be sold, transferred or otherwise disposed of except in compliance with
the provisions of the Indenture and except as follows:


 


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


 


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


 


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


 


(c)           In
accordance with Section 2.01(d) of the Indenture, the Series 2005-1 Notes resold
in reliance on Rule 144A shall be represented by one 144A Book-Entry Note.  Any Series 2005-1 Notes sold in reliance on
Regulation S shall initially be represented by one Regulation S Temporary
Book-Entry Note and shall be exchangeable for interests in the related
Unrestricted Book-Entry Note. Any Series 2005-1 Notes sold to Institutional
Accredited Investors shall be represented by one or more Definitive Notes.


 


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


 


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


 


5





















 


Section
2.03.          Interest Payments on the
Series A1 Notes.


 


(a)           Interest
on Series A1 Notes.  Interest on each
Series A1 Note shall (i) accrue during each Interest Accrual Period at the
Series A1 Stated Interest Rate, (ii) be calculated on the basis of actual days
elapsed over a year of 360 days, (iii) be due and payable in arrears on each
Payment Date and (iv) be calculated based on the Outstanding Principal Balance
of such Series A1 Note during such Interest Accrual Period. All amounts
of Series A1 Stated Interest Amount shall be due and payable on the earlier to
occur of (i) the date on which the Series A1 Notes have been accelerated in
accordance with the provisions of Section 4.02 of the Indenture and (ii) the
Series A1 Final Maturity Date.  On
each Reference Date, the Indenture Trustee shall promptly deliver a written
notice to the Series A1 Noteholders specifying the Series A1 Stated Interest
Rate for the related Interest Accrual Period.


 


(b)           Additional
Interest.  If WEST shall fail to pay
the Series A1 Stated Interest Amount on any Series A1 Note when due, or any
other amount becoming due under this Supplement (other than payments of
principal on the Series A1 Notes), WEST shall, from time to time, pay Series A1
Additional Interest on such unpaid amounts, to the extent permitted by
applicable law, to, but not including, the date of actual payment (after as
well as before judgment), for the period during which such interest or other
amount shall be unpaid from the due date of such payment to the date of actual
payment thereof. Any such interest shall be payable at the times and subject to
the priorities set forth in Section 3.02 of this Supplement and Section 3.13 of
the Indenture.  All
amounts of Series A1 Additional Interest shall be due and payable on the
earlier to occur of (i) the date on which the Series A1 Notes have been
accelerated in accordance with the provisions of Section 4.02 of the Indenture
and (ii) the Series A1 Final Maturity Date.


 


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


 


Section
2.04.          Principal Payments on
the Series A1 Notes.


 


(a)           The
Minimum Principal Payment Amount and the Scheduled Principal Payment Amount
calculated for the Series A1 Notes for each Payment Date shall be payable to
the Holders of the Series A1 Notes on each Payment Date from amounts deposited
in the Series


 


6





















 


A1 Series Account on such
Payment Date as provided in Section 3.13 of the Indenture and Section 3.02 of
this Supplement.  In addition, any
portion of the Series A Supplemental Principal Payment Amount for any Payment
Date to the Series A1 Notes pursuant to Section 3.14(b) of the Indenture shall
be payable to the Holders of the Series A1 Notes on such Payment Date from
amounts deposited in the Series A1 Series Account as provided in Section 3.13
of the Indenture and Section 3.02 of this Supplement.  So long as an Early Amortization Event or an
Event of Default is then continuing, then, in addition to the foregoing, the Outstanding
Principal Balance of the Series A1 Notes shall be payable on each Payment Date
to the extent that amounts are available for such purpose in accordance with
the provisions of Section 3.13 of the Indenture and Section 3.02 of this
Supplement. The unpaid principal amount of the Series A1 Notes together with
all unpaid interest (including all Additional Interest), fees, expenses, costs
and other amounts payable by WEST pursuant to the terms of the Indenture and
this Supplement shall be due and payable in full on the Series A1 Final Payment
Date.


 


(b)           The
Minimum Targeted Principal Balances and the Scheduled Targeted Principal
Balances for the Series A1 Notes shall be adjusted at the times and in the
manner indicated in Section 3.18 of the Indenture.


 


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


 


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


 


(b)           If
there is any Balance in the Engine Acquisition Account at the end of the
Delivery Period beginning on the Initial Closing Date, the portion thereof
allocated to the Series A1 Notes in accordance with Section 3.15(b) of the
Indenture shall be applied to the prepayment of the Series A1 Notes as provided
in Section 3.16 of the Indenture on the next succeeding Payment Date (the “Acquisition Redemption Date”) after the end of such Delivery
Period.


 


(c)           The
Minimum Targeted Principal Balances and the Scheduled Targeted Principal
Balances on the Optional Redemption Date or the Acquisition Redemption Date, as
applicable, and on each succeeding Payment Date shall be adjusted as provided
in Section 3.18(b) of the Indenture.


 


7





















 


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


 


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


 


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


 


ARTICLE III


 


Series A1 Account and
Allocation and

Application of Amounts Therein


 


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


 


Section 3.02.          Distributions from Series A1 Series
Account.  On each Payment Date, the
Indenture Trustee shall distribute funds then on deposit in the Series A1
Series Account in accordance with the provisions of either subsection (a), (b)
or (c) of this Section 3.02.


 


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


 


8





















 


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


 


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


 


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


 


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


 


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


 


vi.           To each Holder of a Series A1 Note
on the related Record Date, any Noteholder Indemnification Amounts due and
payable to such Noteholder; and


 


vii.        After payment in full of the foregoing
amounts pursuant to this Section 3.02 of this Supplement, to WEST, any remaining
amounts then on deposit in the Series A1 Series Account.


 


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


 


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


 


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


 


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


 


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


 


9





















 


A1 Notes then Outstanding until the
Series A1 Note Principal Balance has been reduced to zero;


 


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


 


vi.           To each Holder of a Series A1 Note
on the related Record Date, any Noteholder Indemnification Amounts due and
payable to such Noteholder; and


 


vii.        After payment in full of the
foregoing amounts pursuant to this Section 3.02 of this Supplement, to WEST,
any remaining amounts then on deposit in the Series A1 Series Account.


 


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


 


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


 


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


 


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


 


iv.           To each Holder of a Series A1 Note
on the related Record Date, any Noteholder Indemnification Amounts due and
payable to such Noteholder; and


 


v.              After payment in full of the foregoing
amounts pursuant to this Section 3.02 of this Supplement, to WEST, any
remaining amounts then on deposit in the Series A1 Series Account.


 


ARTICLE IV


 


Conditions to
Issuance


 


Section 4.01.          Conditions to Issuance. The
Indenture Trustee shall not authenticate the Series A1 Notes unless (a) all
conditions to the issuance of the Series A1 Notes under the Series A1 Note
Purchase Agreement shall have been satisfied, and (b) WEST shall


 


10





















 


have delivered a certificate to
the Indenture Trustee to the effect that all conditions set forth in the Series
A1 Note Purchase Agreement shall have been satisfied.


 


ARTICLE V


 


Representations
and Warranties


 


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


 


ARTICLE VI


 


Miscellaneous
Provisions


 


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


 


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


 


Section 6.03.          Governing Law. THIS SUPPLEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT
OTHERWISE WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 


Section 6.04.          Notices to Rating Agencies.  Whenever any notice or other communication is
required to be given to the Rating Agencies pursuant to the Indenture or this
Supplement, such notice or communication shall be delivered as follows: (i) to
Moody’s at Moody’s Investors Service, Inc., 99 Church Street, New York, New
York 10004, Attention: ABS Monitoring Group and (ii) if to Fitch at One State
Street Plaza, New York, New York 10004, Attention: [                         ].
Any rights to notices conveyed to a Rating Agency pursuant to the terms of this
Supplement shall terminate immediately if such Rating Agency no longer has a
rating outstanding with respect to the Series A1 Notes.


 


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


 


Section 6.06.          Amendments and Modifications.  The terms of this Supplement may be waived, modified or amended only in
a written instrument signed by each of WEST and the Indenture Trustee and,
except with respect to the matters set forth in (and subject to the terms


 


11





















 


of)
Section 9.01 of the Indenture, only with the prior written consent of the
Majority of Holders or, with respect to the matters set forth in Section
9.02(a) of the Indenture, the prior written consent of the Holders of all
Series A1 Notes then Outstanding.


 


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


 


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


 


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


 


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


 


 


[Signature
page follows.]


 


12





















 


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


 


 


	
   

  	
  WILLIS
  ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica
  J. Burke

  	
   

  
	
   

  	
   

  	
  Name: Monica
  J. Burke

  
	
   

  	
   

  	
  Title:
  Controlling Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter T.
  Becker

  	
   

  
	
   

  	
   

  	
  Name: Peter
  T. Becker

  
	
   

  	
   

  	
  Title:   Vice President

  
					



 





















 


EXHIBIT A


SERIES A1 SUPPLEMENT


 


FORM OF SERIES A1 NOTE


 


WILLIS ENGINE SECURITIZATION TRUST


SERIES A1 FLOATING RATE SECURED NOTE


 


	
  $[XX]

  	
   

  	
  CUSIP No.: 

  	
   

  



No. 1


August 9, 2005


 


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


 


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


 


This Series A1
Note is one of the authorized notes identified in the title hereto and issued
in the aggregate principal amount of                                                    
Dollars ($                     )
pursuant to the Indenture and the Series A1 Supplement.


 


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


 


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


 


A-1





















 


governmental charge payable in
connection with any transfer or exchange of the Series A1 Notes.


 


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


 


The Series A1 Note
are subject to Prepayment, at the times and subject to the conditions set forth
in the Indenture and the Series A1 Supplement.


 


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


 


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


 


The Holder of this
Series A1 Note shall have no right to enforce the provisions of the Indenture
and the Series A1 Supplement or to institute action to enforce the covenants,
or to take any action with respect to a default under the Indenture and the
Series A1 Supplement, or to institute, appear in or defend any suit or other
proceedings with respect thereto, except as provided under certain
circumstances described in the Indenture and the Series A1 Supplement;
provided, however, that nothing contained in the Indenture and the Series A1
Supplement shall affect or impair any right of enforcement conferred on the
Holder hereof to enforce any payment of the principal of and interest on this
Series A1 Note on or after the due date thereof; provided further, however,
that by acceptance hereof the Holder is deemed to have covenanted and agreed
that it will not institute against WEST any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any applicable bankruptcy or similar law, at any time other than at such time
as permitted by the Indenture and the Series A1 Supplement.


 


This Series A1
Note, and the rights and obligations of the parties hereunder, shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of New York without giving effect to principles of conflict of laws.


 


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


 


IT IS HEREBY
CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things required
to exist, happen and be performed precedent to the execution and delivery of
the Indenture and the Series A1 Supplement and the issuance of this Series A1
Note


 


A-2





















 


and the issue of which it is a
part, do exist, have happened and have been timely performed in regular form
and manner as required by law.


 


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


 


IN WITNESS
WHEREOF, West Engine Securitization Trust has caused this Series A1 Note to be
duly executed by its duly authorized representative, on this       
day of                      ,
2005.


 


 


	
   

  	
  WILLIS
  ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


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


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-3





















 


Schedule A


 


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


 


	
  Date

  	
   

  	
  Principal Amount Issued

  or Exchanged

  	
   

  	
  Remaining Principal Amount

  of this Series A1 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-4





















 


EXHIBIT B


SERIES A1 SUPPLEMENT


 


FORM OF CERTIFICATE TO BE GIVEN BY
NOTEHOLDERS


 


[Euroclear


151 Boulevard
Jacqmain


B-1210
Brussels, Belgium]


 


[Clearstream
Banking, société anonyme


f/k/a
CedelBank, société anonyme


67 Boulevard
Grand-Duchesse Charlotte


L-1331
Luxembourg]


 


Re:                               Series
A1 Floating Rate Series A1 Notes (the “Offered Notes”)
issued pursuant to the Series A1 Supplement, dated as of August 9, 2005,
between Willis Engine Securitization Trust (the “Issuer”)
and Deutsche Bank Trust Company Americas (the “Indenture
Trustee”) to the Indenture, dated as of August 9, 2005, between WEST
and the Indenture Trustee.


 


This is to
certify that as of the date hereof, and except as set forth below, the
beneficial interest in the Offered Notes held by you for our account is owned
by persons that are not U.S. persons (as defined in Rule 902 under the
Securities Act of 1933, as amended).


 


The undersigned
undertakes to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Offered Notes
held by you in which the undersigned has acquired, or intends to acquire, a
beneficial interest in accordance with your operating procedures if any
applicable statement herein is not correct on such date. In the absence of any
such notification, it may be assumed that this certification applies as of such
date.


 


[This
certification excepts beneficial interests in and does not relate to U.S. $                 
principal amount of the Offered Notes appearing in your books as being held for
our account but that we have sold or as to which we are not yet able to
certify.]


 


We understand
that this certification is required in connection with certain securities laws
in the United States of America. If administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification or a
copy thereof to any interested party in such proceedings.


 


	
  Dated:*

  	
   

  	
   

  	
  By:

  	
   

  	
  ,

  
	
   

  	
  Account
  Holder

  



 










*Certification
must be dated on or after the 15th day before the date of the Euroclear
or Clearstream certificate to which this certification relates.


 


B-1





















 


EXHIBIT C


SERIES A1 SUPPLEMENT


 


FORM OF

CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CLEARSTREAM


 


Deutsche Bank
Trust Company Americas


as Indenture
Trustee and Note Registrar


[                                 ]


New York, New
York [         ]


Attention: [                            ]


 


Re:                               Series
A1 Floating Rate Series A1 Notes (the “Offered Notes”)
issued pursuant to the Series A1 Supplement, dated as of August 9, 2005, between
Willis Engine Securitization Trust (the “Issuer”) and Deutsche
Bank Trust Company Americas (the “Indenture Trustee”)
to the Indenture, dated as of August 9, 2005, between WEST and the Indenture
Trustee.


 


This is to
certify that, based solely on certifications we have received in writing, by
tested telex or by electronic transmission from member organizations appearing
in our records as persons being entitled to a portion of the principal amount
set forth below (our “Member Organizations”) as of the date hereof, $                   
principal amount of the Offered Notes is owned by persons (a) that are not U.S.
persons (as defined in Rule 902 under the Securities Act of 1933, as amended
(the “Securities Act”)) or (b) who purchased their Offered Notes (or interests
therein) in a transaction or transactions that did not require registration
under the Securities Act.


 


We further
certify (a) that we are not making available herewith for exchange any portion
of the related Regulation S Temporary Book-Entry Note excepted in such
certifications and (b) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by them with respect to any portion of the part submitted
herewith for exchange are no longer true and cannot be relied upon as of the
date hereof.


 


We understand
that this certification is required in connection with certain securities laws
of the United States of America. If administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification or a
copy hereof to any interested party in such proceedings.


 


	
  Date:

  	
   

  	
   

  	
  Yours
  faithfully,

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  [Morgan
  Guaranty Trust Company of New York,

  Brussels Office, as Operator of the Euroclear

  Clearance System] [Clearstream, société anonyme]

  



 


C-1





















 


 


EXHIBIT D


SERIES A1 SUPPLEMENT


 


FORM OF

CERTIFICATE TO BE GIVEN BY TRANSFEREE OF BENEFICIAL INTEREST IN A

REGULATION S TEMPORARY BOOK ENTRY NOTE


 


[Euroclear


151 Boulevard
Jacqmain


B-1210
Brussels, Belgium]


 


[Clearstream
Banking, société anonyme


f/k/a
CedelBank, société anonyme


67 Boulevard
Grand-Duchesse Charlotte


L-1331 Luxembourg]


 


Re:                               Series
A1 Floating Rate Series A1 Notes (the “Offered Notes”)
issued pursuant to the Series A1 Supplement, dated as of August 9, 2005,
between Willis Engine Securitization Trust (the “Issuer”)
and Deutsche Bank Trust Company Americas (the “Indenture
Trustee”) to the Indenture, dated as of August 9, 2005, between WEST
and the Indenture Trustee.


 


This is to
certify that as of the date hereof, and except as set forth below, for purposes
of acquiring a beneficial interest in the Offered Notes, the undersigned
certifies that it is not a U.S. person (as defined in Rule 902 under the
Securities Act of 1933, as amended).


 


The
undersigned undertakes to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
Offered Notes held by you in which the undersigned intends to acquire a
beneficial interest in accordance with your operating procedures if any
applicable statement herein is not correct on such date. In the absence of any
such notification, it may be assumed that this certification applies as of such
date.


 


We understand
that this certification is required in connection with certain securities laws
in the United States of America. If administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification or a
copy thereof to any interested party in such proceedings.


 


	
  Dated:

  	
  By:

  



 


D-1





















 


EXHIBIT E


SERIES A1 SUPPLEMENT


 


FORM OF

TRANSFER CERTIFICATE FOR EXCHANGE OR

TRANSFER FROM 144A BOOK-ENTRY NOTE

TO REGULATION S BOOK-ENTRY NOTE


 


Deutsche Bank
Trust Company Americas


as Indenture
Trustee and Note Registrar


 


[                                  ]


New York, New
York [     ]


Attention: [                        ]


 


Re:                               Series
A1 Floating Rate Series A1 Notes (the “Offered Notes”)
issued pursuant to the Series A1 Supplement, dated as of August 9, 2005,
between Willis Engine Securitization Trust (the “Issuer”)
and Deutsche Bank Trust Company Americas (the “Indenture
Trustee”) to the Indenture (as supplemented, the “Indenture”), dated as of August 9, 2005, between WEST and
the Indenture Trustee.


 


Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.


 


This letter
relates to U.S. $                     
principal amount of Offered Notes that are held as a beneficial interest in the
144A Book-Entry Note (CUSIP No.                      )
with DTC in the name of [insert name of transferor] (the “Transferor”). The
Transferor has requested an exchange or transfer of the beneficial interest for
an interest in the Regulation S Book-Entry Note (CUSIP No.                   )
to be held with [Euroclear] [Clearstream] through DTC.


 


In connection
with the request and in receipt of the Offered Notes, the Transferor does
hereby certify that the exchange or transfer has been effected in accordance
with the transfer restrictions set forth in the Indenture and the Offered Notes
and:


 


(a)           pursuant
to and in accordance with Regulation S under the Securities Act of 1933, as
amended (the “Securities Act”), and accordingly
the Transferor does hereby certify that:


 


(i)            the offer of the Offered Notes was
not made to a person in the United States of America,


 


(ii)           either (A) at the time the buy order
was originated, the transferee was outside the United States of America or the
Transferor and any person acting on its behalf reasonably believed that the
transferee was outside the United States of America, or (B) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither the Transferor nor any person acting on its behalf knows
that the transaction was pre-arranged with a buyer in the United States of
America,


 


E-1





















 


(iii)          no directed selling efforts have been
made in contravention of the requirements of Rule 903 or 904 of Regulation S,
as applicable, and the other conditions of Rule 903 or Rule 904 of Regulation
S, as applicable, have been satisfied and


 


(iv)          the transaction is not part of a plan
or scheme to evade the registration requirements of the Securities Act, and


 


(b)           with
respect to transfers made in reliance on Rule 144A under the Securities Act,
the Transferor does hereby certify that the Notes are being transferred in a
transaction permitted by Rule 144A under the Securities Act.


 


This
certification and the statements contained herein are made for your benefit and
the benefit of WEST.


 


	
   

  	
  [Insert name
  of Transferor]

  
	
   

  	
   

  
	
  Dated:

  	
  By:

  
	
   

  	
  Title:

  



 


E-2





















 


SCHEDULE 1


SERIES A1 SUPPLEMENT


 


 


Series A1 Minimum Targeted
Principal Balances by Period


 


	
  Period

  	
   

  	
  Payment 

  Date

  Occurring

  In:

  	
   

  	
  Minimum

  Targeted

  Principal 

  Balance

  	
   

  	
  Period

  	
   

  	
  Payment Date

  Occurring

  In:

  	
   

  	
  Minimum

  Targeted

  Principal 

  Balance

  	
   

  	
  Period

  	
   

  	
  Payment 

  Date

  Occurring

  In:

  	
   

  	
  Minimum

  Targeted

  Principal 

  Balance

  	
   

  
	
  1

  	
   

  	
  15-Aug-05

  	
   

  	
  199,166,667

  	
   

  	
  112

  	
   

  	
  15-Nov-14

  	
   

  	
  106,666,667

  	
   

  	
  223

  	
   

  	
  15-Feb-24

  	
   

  	
  14,166,667

  	
   

  
	
  2

  	
   

  	
  15-Sep-05

  	
   

  	
  198,333,333

  	
   

  	
  113

  	
   

  	
  15-Dec-14

  	
   

  	
  105,833,334

  	
   

  	
  224

  	
   

  	
  15-Mar-24

  	
   

  	
  13,333,334

  	
   

  
	
  3

  	
   

  	
  15-Oct-05

  	
   

  	
  197,500,000

  	
   

  	
  114

  	
   

  	
  15-Jan-15

  	
   

  	
  105,000,000

  	
   

  	
  225

  	
   

  	
  15-Apr-24

  	
   

  	
  12,500,001

  	
   

  
	
  4

  	
   

  	
  15-Nov-05

  	
   

  	
  196,666,667

  	
   

  	
  115

  	
   

  	
  15-Feb-15

  	
   

  	
  104,166,667

  	
   

  	
  226

  	
   

  	
  15-May-24

  	
   

  	
  11,666,667

  	
   

  
	
  5

  	
   

  	
  15-Dec-05

  	
   

  	
  195,833,333

  	
   

  	
  116

  	
   

  	
  15-Mar-15

  	
   

  	
  103,333,334

  	
   

  	
  227

  	
   

  	
  15-Jun-24

  	
   

  	
  10,833,334

  	
   

  
	
  6

  	
   

  	
  15-Jan-06

  	
   

  	
  195,000,000

  	
   

  	
  117

  	
   

  	
  15-Apr-15

  	
   

  	
  102,500,000

  	
   

  	
  228

  	
   

  	
  15-Jul-24

  	
   

  	
  10,000,001

  	
   

  
	
  7

  	
   

  	
  15-Feb-06

  	
   

  	
  194,166,667

  	
   

  	
  118

  	
   

  	
  15-May-15

  	
   

  	
  101,666,667

  	
   

  	
  229

  	
   

  	
  15-Aug-24

  	
   

  	
  9,166,667

  	
   

  
	
  8

  	
   

  	
  15-Mar-06

  	
   

  	
  193,333,333

  	
   

  	
  119

  	
   

  	
  15-Jun-15

  	
   

  	
  100,833,334

  	
   

  	
  230

  	
   

  	
  15-Sep-24

  	
   

  	
  8,333,334

  	
   

  
	
  9

  	
   

  	
  15-Apr-06

  	
   

  	
  192,500,000

  	
   

  	
  120

  	
   

  	
  15-Jul-15

  	
   

  	
  100,000,000

  	
   

  	
  231

  	
   

  	
  15-Oct-24

  	
   

  	
  7,500,001

  	
   

  
	
  10

  	
   

  	
  15-May-06

  	
   

  	
  191,666,667

  	
   

  	
  121

  	
   

  	
  15-Aug-15

  	
   

  	
  99,166,667

  	
   

  	
  232

  	
   

  	
  15-Nov-24

  	
   

  	
  6,666,667

  	
   

  
	
  11

  	
   

  	
  15-Jun-06

  	
   

  	
  190,833,333

  	
   

  	
  122

  	
   

  	
  15-Sep-15

  	
   

  	
  98,333,334

  	
   

  	
  233

  	
   

  	
  15-Dec-24

  	
   

  	
  5,833,334

  	
   

  
	
  12

  	
   

  	
  15-Jul-06

  	
   

  	
  190,000,000

  	
   

  	
  123

  	
   

  	
  15-Oct-15

  	
   

  	
  97,500,000

  	
   

  	
  234

  	
   

  	
  15-Jan-25

  	
   

  	
  5,000,001

  	
   

  
	
  13

  	
   

  	
  15-Aug-06

  	
   

  	
  189,166,667

  	
   

  	
  124

  	
   

  	
  15-Nov-15

  	
   

  	
  96,666,667

  	
   

  	
  235

  	
   

  	
  15-Feb-25

  	
   

  	
  4,166,667

  	
   

  
	
  14

  	
   

  	
  15-Sep-06

  	
   

  	
  188,333,333

  	
   

  	
  125

  	
   

  	
  15-Dec-15

  	
   

  	
  95,833,334

  	
   

  	
  236

  	
   

  	
  15-Mar-25

  	
   

  	
  3,333,334

  	
   

  
	
  15

  	
   

  	
  15-Oct-06

  	
   

  	
  187,500,000

  	
   

  	
  126

  	
   

  	
  15-Jan-16

  	
   

  	
  95,000,000

  	
   

  	
  237

  	
   

  	
  15-Apr-25

  	
   

  	
  2,500,001

  	
   

  
	
  16

  	
   

  	
  15-Nov-06

  	
   

  	
  186,666,667

  	
   

  	
  127

  	
   

  	
  15-Feb-16

  	
   

  	
  94,166,667

  	
   

  	
  238

  	
   

  	
  15-May-25

  	
   

  	
  1,666,667

  	
   

  
	
  17

  	
   

  	
  15-Dec-06

  	
   

  	
  185,833,333

  	
   

  	
  128

  	
   

  	
  15-Mar-16

  	
   

  	
  93,333,334

  	
   

  	
  239

  	
   

  	
  15-Jun-25

  	
   

  	
  833,334

  	
   

  
	
  18

  	
   

  	
  15-Jan-07

  	
   

  	
  185,000,000

  	
   

  	
  129

  	
   

  	
  15-Apr-16

  	
   

  	
  92,500,000

  	
   

  	
  240

  	
   

  	
  15-Jul-25

  	
   

  	
  0

  	
   

  
	
  19

  	
   

  	
  15-Feb-07

  	
   

  	
  184,166,667

  	
   

  	
  130

  	
   

  	
  15-May-16

  	
   

  	
  91,666,667

  	
   

  	
  241

  	
   

  	
  15-Aug-25

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  15-Mar-07

  	
   

  	
  183,333,333

  	
   

  	
  131

  	
   

  	
  15-Jun-16

  	
   

  	
  90,833,334

  	
   

  	
   

  	
   

  	
  15-Sep-25

  	
   

  	
  —

  	
   

  
	
  21

  	
   

  	
  15-Apr-07

  	
   

  	
  182,500,000

  	
   

  	
  132

  	
   

  	
  15-Jul-16

  	
   

  	
  90,000,000

  	
   

  	
   

  	
   

  	
  15-Oct-25

  	
   

  	
  —

  	
   

  
	
  22

  	
   

  	
  15-May-07

  	
   

  	
  181,666,667

  	
   

  	
  133

  	
   

  	
  15-Aug-16

  	
   

  	
  89,166,667

  	
   

  	
   

  	
   

  	
  15-Nov-25

  	
   

  	
  —

  	
   

  
	
  23

  	
   

  	
  15-Jun-07

  	
   

  	
  180,833,333

  	
   

  	
  134

  	
   

  	
  15-Sep-16

  	
   

  	
  88,333,334

  	
   

  	
   

  	
   

  	
  15-Dec-25

  	
   

  	
  —

  	
   

  
	
  24

  	
   

  	
  15-Jul-07

  	
   

  	
  180,000,000

  	
   

  	
  135

  	
   

  	
  15-Oct-16

  	
   

  	
  87,500,000

  	
   

  	
   

  	
   

  	
  15-Jan-26

  	
   

  	
  —

  	
   

  
	
  25

  	
   

  	
  15-Aug-07

  	
   

  	
  179,166,667

  	
   

  	
  136

  	
   

  	
  15-Nov-16

  	
   

  	
  86,666,667

  	
   

  	
   

  	
   

  	
  15-Feb-26

  	
   

  	
  —

  	
   

  
	
  26

  	
   

  	
  15-Sep-07

  	
   

  	
  178,333,333

  	
   

  	
  137

  	
   

  	
  15-Dec-16

  	
   

  	
  85,833,334

  	
   

  	
   

  	
   

  	
  15-Mar-26

  	
   

  	
  —

  	
   

  
	
  27

  	
   

  	
  15-Oct-07

  	
   

  	
  177,500,000

  	
   

  	
  138

  	
   

  	
  15-Jan-17

  	
   

  	
  85,000,000

  	
   

  	
   

  	
   

  	
  15-Apr-26

  	
   

  	
  —

  	
   

  
	
  28

  	
   

  	
  15-Nov-07

  	
   

  	
  176,666,667

  	
   

  	
  139

  	
   

  	
  15-Feb-17

  	
   

  	
  84,166,667

  	
   

  	
   

  	
   

  	
  15-May-26

  	
   

  	
  —

  	
   

  
	
  29

  	
   

  	
  15-Dec-07

  	
   

  	
  175,833,333

  	
   

  	
  140

  	
   

  	
  15-Mar-17

  	
   

  	
  83,333,334

  	
   

  	
   

  	
   

  	
  15-Jun-26

  	
   

  	
  —

  	
   

  
	
  30

  	
   

  	
  15-Jan-08

  	
   

  	
  175,000,000

  	
   

  	
  141

  	
   

  	
  15-Apr-17

  	
   

  	
  82,500,000

  	
   

  	
   

  	
   

  	
  15-Jul-26

  	
   

  	
  —

  	
   

  
	
  31

  	
   

  	
  15-Feb-08

  	
   

  	
  174,166,667

  	
   

  	
  142

  	
   

  	
  15-May-17

  	
   

  	
  81,666,667

  	
   

  	
   

  	
   

  	
  15-Aug-26

  	
   

  	
  —

  	
   

  
	
  32

  	
   

  	
  15-Mar-08

  	
   

  	
  173,333,333

  	
   

  	
  143

  	
   

  	
  15-Jun-17

  	
   

  	
  80,833,334

  	
   

  	
   

  	
   

  	
  15-Sep-26

  	
   

  	
  —

  	
   

  
	
  33

  	
   

  	
  15-Apr-08

  	
   

  	
  172,500,000

  	
   

  	
  144

  	
   

  	
  15-Jul-17

  	
   

  	
  80,000,000

  	
   

  	
   

  	
   

  	
  15-Oct-26

  	
   

  	
  —

  	
   

  
	
  34

  	
   

  	
  15-May-08

  	
   

  	
  171,666,667

  	
   

  	
  145

  	
   

  	
  15-Aug-17

  	
   

  	
  79,166,667

  	
   

  	
   

  	
   

  	
  15-Nov-26

  	
   

  	
  —

  	
   

  
	
  35

  	
   

  	
  15-Jun-08

  	
   

  	
  170,833,333

  	
   

  	
  146

  	
   

  	
  15-Sep-17

  	
   

  	
  78,333,334

  	
   

  	
   

  	
   

  	
  15-Dec-26

  	
   

  	
  —

  	
   

  
	
  36

  	
   

  	
  15-Jul-08

  	
   

  	
  170,000,000

  	
   

  	
  147

  	
   

  	
  15-Oct-17

  	
   

  	
  77,500,000

  	
   

  	
   

  	
   

  	
  15-Jan-27

  	
   

  	
  —

  	
   

  
	
  37

  	
   

  	
  15-Aug-08

  	
   

  	
  169,166,667

  	
   

  	
  148

  	
   

  	
  15-Nov-17

  	
   

  	
  76,666,667

  	
   

  	
   

  	
   

  	
  15-Feb-27

  	
   

  	
  —

  	
   

  
	
  38

  	
   

  	
  15-Sep-08

  	
   

  	
  168,333,333

  	
   

  	
  149

  	
   

  	
  15-Dec-17

  	
   

  	
  75,833,334

  	
   

  	
   

  	
   

  	
  15-Mar-27

  	
   

  	
  —

  	
   

  
	
  39

  	
   

  	
  15-Oct-08

  	
   

  	
  167,500,000

  	
   

  	
  150

  	
   

  	
  15-Jan-18

  	
   

  	
  75,000,000

  	
   

  	
   

  	
   

  	
  15-Apr-27

  	
   

  	
  —

  	
   

  



 


i





















 


	
  40

  	
   

  	
  15-Nov-08

  	
   

  	
  166,666,667

  	
   

  	
  151

  	
   

  	
  15-Feb-18

  	
   

  	
  74,166,667

  	
   

  	
   

  	
   

  	
  15-May-27

  	
   

  	
  —

  	
   

  
	
  41

  	
   

  	
  15-Dec-08

  	
   

  	
  165,833,333

  	
   

  	
  152

  	
   

  	
  15-Mar-18

  	
   

  	
  73,333,334

  	
   

  	
   

  	
   

  	
  15-Jun-27

  	
   

  	
  —

  	
   

  
	
  42

  	
   

  	
  15-Jan-09

  	
   

  	
  165,000,000

  	
   

  	
  153

  	
   

  	
  15-Apr-18

  	
   

  	
  72,500,001

  	
   

  	
   

  	
   

  	
  15-Jul-27

  	
   

  	
  —

  	
   

  
	
  43

  	
   

  	
  15-Feb-09

  	
   

  	
  164,166,667

  	
   

  	
  154

  	
   

  	
  15-May-18

  	
   

  	
  71,666,667

  	
   

  	
   

  	
   

  	
  15-Aug-27

  	
   

  	
  —

  	
   

  
	
  44

  	
   

  	
  15-Mar-09

  	
   

  	
  163,333,333

  	
   

  	
  155

  	
   

  	
  15-Jun-18

  	
   

  	
  70,833,334

  	
   

  	
   

  	
   

  	
  15-Sep-27

  	
   

  	
  —

  	
   

  
	
  45

  	
   

  	
  15-Apr-09

  	
   

  	
  162,500,000

  	
   

  	
  156

  	
   

  	
  15-Jul-18

  	
   

  	
  70,000,001

  	
   

  	
   

  	
   

  	
  15-Oct-27

  	
   

  	
  —

  	
   

  
	
  46

  	
   

  	
  15-May-09

  	
   

  	
  161,666,667

  	
   

  	
  157

  	
   

  	
  15-Aug-18

  	
   

  	
  69,166,667

  	
   

  	
   

  	
   

  	
  15-Nov-27

  	
   

  	
  —

  	
   

  
	
  47

  	
   

  	
  15-Jun-09

  	
   

  	
  160,833,333

  	
   

  	
  158

  	
   

  	
  15-Sep-18

  	
   

  	
  68,333,334

  	
   

  	
   

  	
   

  	
  15-Dec-27

  	
   

  	
  —

  	
   

  
	
  48

  	
   

  	
  15-Jul-09

  	
   

  	
  160,000,000

  	
   

  	
  159

  	
   

  	
  15-Oct-18

  	
   

  	
  67,500,001

  	
   

  	
   

  	
   

  	
  15-Jan-28

  	
   

  	
  —

  	
   

  
	
  49

  	
   

  	
  15-Aug-09

  	
   

  	
  159,166,667

  	
   

  	
  160

  	
   

  	
  15-Nov-18

  	
   

  	
  66,666,667

  	
   

  	
   

  	
   

  	
  15-Feb-28

  	
   

  	
  —

  	
   

  
	
  50

  	
   

  	
  15-Sep-09

  	
   

  	
  158,333,333

  	
   

  	
  161

  	
   

  	
  15-Dec-18

  	
   

  	
  65,833,334

  	
   

  	
   

  	
   

  	
  15-Mar-28

  	
   

  	
  —

  	
   

  
	
  51

  	
   

  	
  15-Oct-09

  	
   

  	
  157,500,000

  	
   

  	
  162

  	
   

  	
  15-Jan-19

  	
   

  	
  65,000,001

  	
   

  	
   

  	
   

  	
  15-Apr-28

  	
   

  	
  —

  	
   

  
	
  52

  	
   

  	
  15-Nov-09

  	
   

  	
  156,666,667

  	
   

  	
  163

  	
   

  	
  15-Feb-19

  	
   

  	
  64,166,667

  	
   

  	
   

  	
   

  	
  15-May-28

  	
   

  	
  —

  	
   

  
	
  53

  	
   

  	
  15-Dec-09

  	
   

  	
  155,833,334

  	
   

  	
  164

  	
   

  	
  15-Mar-19

  	
   

  	
  63,333,334

  	
   

  	
   

  	
   

  	
  15-Jun-28

  	
   

  	
  —

  	
   

  
	
  54

  	
   

  	
  15-Jan-10

  	
   

  	
  155,000,000

  	
   

  	
  165

  	
   

  	
  15-Apr-19

  	
   

  	
  62,500,001

  	
   

  	
   

  	
   

  	
  15-Jul-28

  	
   

  	
  —

  	
   

  
	
  55

  	
   

  	
  15-Feb-10

  	
   

  	
  154,166,667

  	
   

  	
  166

  	
   

  	
  15-May-19

  	
   

  	
  61,666,667

  	
   

  	
   

  	
   

  	
  15-Aug-28

  	
   

  	
  —

  	
   

  
	
  56

  	
   

  	
  15-Mar-10

  	
   

  	
  153,333,334

  	
   

  	
  167

  	
   

  	
  15-Jun-19

  	
   

  	
  60,833,334

  	
   

  	
   

  	
   

  	
  15-Sep-28

  	
   

  	
  —

  	
   

  
	
  57

  	
   

  	
  15-Apr-10

  	
   

  	
  152,500,000

  	
   

  	
  168

  	
   

  	
  15-Jul-19

  	
   

  	
  60,000,001

  	
   

  	
   

  	
   

  	
  15-Oct-28

  	
   

  	
  —

  	
   

  
	
  58

  	
   

  	
  15-May-10

  	
   

  	
  151,666,667

  	
   

  	
  169

  	
   

  	
  15-Aug-19

  	
   

  	
  59,166,667

  	
   

  	
   

  	
   

  	
  15-Nov-28

  	
   

  	
  —

  	
   

  
	
  59

  	
   

  	
  15-Jun-10

  	
   

  	
  150,833,334

  	
   

  	
  170

  	
   

  	
  15-Sep-19

  	
   

  	
  58,333,334

  	
   

  	
   

  	
   

  	
  15-Dec-28

  	
   

  	
  —

  	
   

  
	
  60

  	
   

  	
  15-Jul-10

  	
   

  	
  150,000,000

  	
   

  	
  171

  	
   

  	
  15-Oct-19

  	
   

  	
  57,500,001

  	
   

  	
   

  	
   

  	
  15-Jan-29

  	
   

  	
  —

  	
   

  
	
  61

  	
   

  	
  15-Aug-10

  	
   

  	
  149,166,667

  	
   

  	
  172

  	
   

  	
  15-Nov-19

  	
   

  	
  56,666,667

  	
   

  	
   

  	
   

  	
  15-Feb-29

  	
   

  	
  —

  	
   

  
	
  62

  	
   

  	
  15-Sep-10

  	
   

  	
  148,333,334

  	
   

  	
  173

  	
   

  	
  15-Dec-19

  	
   

  	
  55,833,334

  	
   

  	
   

  	
   

  	
  15-Mar-29

  	
   

  	
  —

  	
   

  
	
  63

  	
   

  	
  15-Oct-10

  	
   

  	
  147,500,000

  	
   

  	
  174

  	
   

  	
  15-Jan-20

  	
   

  	
  55,000,001

  	
   

  	
   

  	
   

  	
  15-Apr-29

  	
   

  	
  —

  	
   

  
	
  64

  	
   

  	
  15-Nov-10

  	
   

  	
  146,666,667

  	
   

  	
  175

  	
   

  	
  15-Feb-20

  	
   

  	
  54,166,667

  	
   

  	
   

  	
   

  	
  15-May-29

  	
   

  	
  —

  	
   

  
	
  65

  	
   

  	
  15-Dec-10

  	
   

  	
  145,833,334

  	
   

  	
  176

  	
   

  	
  15-Mar-20

  	
   

  	
  53,333,334

  	
   

  	
   

  	
   

  	
  15-Jun-29

  	
   

  	
  —

  	
   

  
	
  66

  	
   

  	
  15-Jan-11

  	
   

  	
  145,000,000

  	
   

  	
  177

  	
   

  	
  15-Apr-20

  	
   

  	
  52,500,001

  	
   

  	
   

  	
   

  	
  15-Jul-29

  	
   

  	
  —

  	
   

  
	
  67

  	
   

  	
  15-Feb-11

  	
   

  	
  144,166,667

  	
   

  	
  178

  	
   

  	
  15-May-20

  	
   

  	
  51,666,667

  	
   

  	
   

  	
   

  	
  15-Aug-29

  	
   

  	
  —

  	
   

  
	
  68

  	
   

  	
  15-Mar-11

  	
   

  	
  143,333,334

  	
   

  	
  179

  	
   

  	
  15-Jun-20

  	
   

  	
  50,833,334

  	
   

  	
   

  	
   

  	
  15-Sep-29

  	
   

  	
  —

  	
   

  
	
  69

  	
   

  	
  15-Apr-11

  	
   

  	
  142,500,000

  	
   

  	
  180

  	
   

  	
  15-Jul-20

  	
   

  	
  50,000,001

  	
   

  	
   

  	
   

  	
  15-Oct-29

  	
   

  	
  —

  	
   

  
	
  70

  	
   

  	
  15-May-11

  	
   

  	
  141,666,667

  	
   

  	
  181

  	
   

  	
  15-Aug-20

  	
   

  	
  49,166,667

  	
   

  	
   

  	
   

  	
  15-Nov-29

  	
   

  	
  —

  	
   

  
	
  71

  	
   

  	
  15-Jun-11

  	
   

  	
  140,833,334

  	
   

  	
  182

  	
   

  	
  15-Sep-20

  	
   

  	
  48,333,334

  	
   

  	
   

  	
   

  	
  15-Dec-29

  	
   

  	
  —

  	
   

  
	
  72

  	
   

  	
  15-Jul-11

  	
   

  	
  140,000,000

  	
   

  	
  183

  	
   

  	
  15-Oct-20

  	
   

  	
  47,500,001

  	
   

  	
   

  	
   

  	
  15-Jan-30

  	
   

  	
  —

  	
   

  
	
  73

  	
   

  	
  15-Aug-11

  	
   

  	
  139,166,667

  	
   

  	
  184

  	
   

  	
  15-Nov-20

  	
   

  	
  46,666,667

  	
   

  	
   

  	
   

  	
  15-Feb-30

  	
   

  	
  —

  	
   

  
	
  74

  	
   

  	
  15-Sep-11

  	
   

  	
  138,333,334

  	
   

  	
  185

  	
   

  	
  15-Dec-20

  	
   

  	
  45,833,334

  	
   

  	
   

  	
   

  	
  15-Mar-30

  	
   

  	
  —

  	
   

  
	
  75

  	
   

  	
  15-Oct-11

  	
   

  	
  137,500,000

  	
   

  	
  186

  	
   

  	
  15-Jan-21

  	
   

  	
  45,000,001

  	
   

  	
   

  	
   

  	
  15-Apr-30

  	
   

  	
  —

  	
   

  
	
  76

  	
   

  	
  15-Nov-11

  	
   

  	
  136,666,667

  	
   

  	
  187

  	
   

  	
  15-Feb-21

  	
   

  	
  44,166,667

  	
   

  	
   

  	
   

  	
  15-May-30

  	
   

  	
  —

  	
   

  
	
  77

  	
   

  	
  15-Dec-11

  	
   

  	
  135,833,334

  	
   

  	
  188

  	
   

  	
  15-Mar-21

  	
   

  	
  43,333,334

  	
   

  	
   

  	
   

  	
  15-Jun-30

  	
   

  	
  —

  	
   

  
	
  78

  	
   

  	
  15-Jan-12

  	
   

  	
  135,000,000

  	
   

  	
  189

  	
   

  	
  15-Apr-21

  	
   

  	
  42,500,001

  	
   

  	
   

  	
   

  	
  15-Jul-30

  	
   

  	
  —

  	
   

  
	
  79

  	
   

  	
  15-Feb-12

  	
   

  	
  134,166,667

  	
   

  	
  190

  	
   

  	
  15-May-21

  	
   

  	
  41,666,667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  80

  	
   

  	
  15-Mar-12

  	
   

  	
  133,333,334

  	
   

  	
  191

  	
   

  	
  15-Jun-21

  	
   

  	
  40,833,334

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  81

  	
   

  	
  15-Apr-12

  	
   

  	
  132,500,000

  	
   

  	
  192

  	
   

  	
  15-Jul-21

  	
   

  	
  40,000,001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  82

  	
   

  	
  15-May-12

  	
   

  	
  131,666,667

  	
   

  	
  193

  	
   

  	
  15-Aug-21

  	
   

  	
  39,166,667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  83

  	
   

  	
  15-Jun-12

  	
   

  	
  130,833,334

  	
   

  	
  194

  	
   

  	
  15-Sep-21

  	
   

  	
  38,333,334

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  84

  	
   

  	
  15-Jul-12

  	
   

  	
  130,000,000

  	
   

  	
  195

  	
   

  	
  15-Oct-21

  	
   

  	
  37,500,001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  85

  	
   

  	
  15-Aug-12

  	
   

  	
  129,166,667

  	
   

  	
  196

  	
   

  	
  15-Nov-21

  	
   

  	
  36,666,667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  86

  	
   

  	
  15-Sep-12

  	
   

  	
  128,333,334

  	
   

  	
  197

  	
   

  	
  15-Dec-21

  	
   

  	
  35,833,334

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  87

  	
   

  	
  15-Oct-12

  	
   

  	
  127,500,000

  	
   

  	
  198

  	
   

  	
  15-Jan-22

  	
   

  	
  35,000,001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  88

  	
   

  	
  15-Nov-12

  	
   

  	
  126,666,667

  	
   

  	
  199

  	
   

  	
  15-Feb-22

  	
   

  	
  34,166,667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  89

  	
   

  	
  15-Dec-12

  	
   

  	
  125,833,334

  	
   

  	
  200

  	
   

  	
  15-Mar-22

  	
   

  	
  33,333,334

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  90

  	
   

  	
  15-Jan-13

  	
   

  	
  125,000,000

  	
   

  	
  201

  	
   

  	
  15-Apr-22

  	
   

  	
  32,500,001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  91

  	
   

  	
  15-Feb-13

  	
   

  	
  124,166,667

  	
   

  	
  202

  	
   

  	
  15-May-22

  	
   

  	
  31,666,667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  92

  	
   

  	
  15-Mar-13

  	
   

  	
  123,333,334

  	
   

  	
  203

  	
   

  	
  15-Jun-22

  	
   

  	
  30,833,334

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


ii





















 


	
  93

  	
   

  	
  15-Apr-13

  	
   

  	
  122,500,000

  	
   

  	
  204

  	
   

  	
  15-Jul-22

  	
   

  	
  30,000,001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  94

  	
   

  	
  15-May-13

  	
   

  	
  121,666,667

  	
   

  	
  205

  	
   

  	
  15-Aug-22

  	
   

  	
  29,166,667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  95

  	
   

  	
  15-Jun-13

  	
   

  	
  120,833,334

  	
   

  	
  206

  	
   

  	
  15-Sep-22

  	
   

  	
  28,333,334

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  96

  	
   

  	
  15-Jul-13

  	
   

  	
  120,000,000

  	
   

  	
  207

  	
   

  	
  15-Oct-22

  	
   

  	
  27,500,001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  97

  	
   

  	
  15-Aug-13

  	
   

  	
  119,166,667

  	
   

  	
  208

  	
   

  	
  15-Nov-22

  	
   

  	
  26,666,667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  98

  	
   

  	
  15-Sep-13

  	
   

  	
  118,333,334

  	
   

  	
  209

  	
   

  	
  15-Dec-22

  	
   

  	
  25,833,334

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  99

  	
   

  	
  15-Oct-13

  	
   

  	
  117,500,000

  	
   

  	
  210

  	
   

  	
  15-Jan-23

  	
   

  	
  25,000,001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  100

  	
   

  	
  15-Nov-13

  	
   

  	
  116,666,667

  	
   

  	
  211

  	
   

  	
  15-Feb-23

  	
   

  	
  24,166,667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  101

  	
   

  	
  15-Dec-13

  	
   

  	
  115,833,334

  	
   

  	
  212

  	
   

  	
  15-Mar-23

  	
   

  	
  23,333,334

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  102

  	
   

  	
  15-Jan-14

  	
   

  	
  115,000,000

  	
   

  	
  213

  	
   

  	
  15-Apr-23

  	
   

  	
  22,500,001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  103

  	
   

  	
  15-Feb-14

  	
   

  	
  114,166,667

  	
   

  	
  214

  	
   

  	
  15-May-23

  	
   

  	
  21,666,667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  104

  	
   

  	
  15-Mar-14

  	
   

  	
  113,333,334

  	
   

  	
  215

  	
   

  	
  15-Jun-23

  	
   

  	
  20,833,334

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  105

  	
   

  	
  15-Apr-14

  	
   

  	
  112,500,000

  	
   

  	
  216

  	
   

  	
  15-Jul-23

  	
   

  	
  20,000,001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  106

  	
   

  	
  15-May-14

  	
   

  	
  111,666,667

  	
   

  	
  217

  	
   

  	
  15-Aug-23

  	
   

  	
  19,166,667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  107

  	
   

  	
  15-Jun-14

  	
   

  	
  110,833,334

  	
   

  	
  218

  	
   

  	
  15-Sep-23

  	
   

  	
  18,333,334

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  108

  	
   

  	
  15-Jul-14

  	
   

  	
  110,000,000

  	
   

  	
  219

  	
   

  	
  15-Oct-23

  	
   

  	
  17,500,001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  109

  	
   

  	
  15-Aug-14

  	
   

  	
  109,166,667

  	
   

  	
  220

  	
   

  	
  15-Nov-23

  	
   

  	
  16,666,667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  110

  	
   

  	
  15-Sep-14

  	
   

  	
  108,333,334

  	
   

  	
  221

  	
   

  	
  15-Dec-23

  	
   

  	
  15,833,334

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  111

  	
   

  	
  15-Oct-14

  	
   

  	
  107,500,000

  	
   

  	
  222

  	
   

  	
  15-Jan-24

  	
   

  	
  15,000,001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


iii





















 


Series
A1 Scheduled Targeted Principal Balances by Period


 


	
  Period

  	
   

  	
  Payment Date

  Occurring In:

  	
   

  	
  Scheduled

  Targeted

  Principal Balance

  	
   

  	
  Period

  	
   

  	
  Payment Date

  Occurring In:

  	
   

  	
  Scheduled

  Targeted

  Principal Balance

  	
   

  
	
  1

  	
   

  	
  15-Aug-05

  	
   

  	
  198,717,949

  	
   

  	
  151

  	
   

  	
  15-Feb-18

  	
   

  	
  6,410,257

  	
   

  
	
  2

  	
   

  	
  15-Sep-05

  	
   

  	
  197,435,897

  	
   

  	
  152

  	
   

  	
  15-Mar-18

  	
   

  	
  5,128,205

  	
   

  
	
  3

  	
   

  	
  15-Oct-05

  	
   

  	
  196,153,846

  	
   

  	
  153

  	
   

  	
  15-Apr-18

  	
   

  	
  3,846,154

  	
   

  
	
  4

  	
   

  	
  15-Nov-05

  	
   

  	
  194,871,795

  	
   

  	
  154

  	
   

  	
  15-May-18

  	
   

  	
  2,564,103

  	
   

  
	
  5

  	
   

  	
  15-Dec-05

  	
   

  	
  193,589,744

  	
   

  	
  155

  	
   

  	
  15-Jun-18

  	
   

  	
  1,282,052

  	
   

  
	
  6

  	
   

  	
  15-Jan-06

  	
   

  	
  192,307,692

  	
   

  	
  156

  	
   

  	
  15-Jul-18

  	
   

  	
  0

  	
   

  
	
  7

  	
   

  	
  15-Feb-06

  	
   

  	
  191,025,641

  	
   

  	
   

  	
   

  	
  15-Aug-18

  	
   

  	
  —

  	
   

  
	
  8

  	
   

  	
  15-Mar-06

  	
   

  	
  189,743,590

  	
   

  	
   

  	
   

  	
  15-Sep-18

  	
   

  	
  —

  	
   

  
	
  9

  	
   

  	
  15-Apr-06

  	
   

  	
  188,461,538

  	
   

  	
   

  	
   

  	
  15-Oct-18

  	
   

  	
  —

  	
   

  
	
  10

  	
   

  	
  15-May-06

  	
   

  	
  187,179,487

  	
   

  	
   

  	
   

  	
  15-Nov-18

  	
   

  	
  —

  	
   

  
	
  11

  	
   

  	
  15-Jun-06

  	
   

  	
  185,897,436

  	
   

  	
   

  	
   

  	
  15-Dec-18

  	
   

  	
  —

  	
   

  
	
  12

  	
   

  	
  15-Jul-06

  	
   

  	
  184,615,385

  	
   

  	
   

  	
   

  	
  15-Jan-19

  	
   

  	
  —

  	
   

  
	
  13

  	
   

  	
  15-Aug-06

  	
   

  	
  183,333,333

  	
   

  	
   

  	
   

  	
  15-Feb-19

  	
   

  	
  —

  	
   

  
	
  14

  	
   

  	
  15-Sep-06

  	
   

  	
  182,051,282

  	
   

  	
   

  	
   

  	
  15-Mar-19

  	
   

  	
  —

  	
   

  
	
  15

  	
   

  	
  15-Oct-06

  	
   

  	
  180,769,231

  	
   

  	
   

  	
   

  	
  15-Apr-19

  	
   

  	
  —

  	
   

  
	
  16

  	
   

  	
  15-Nov-06

  	
   

  	
  179,487,180

  	
   

  	
   

  	
   

  	
  15-May-19

  	
   

  	
  —

  	
   

  
	
  17

  	
   

  	
  15-Dec-06

  	
   

  	
  178,205,128

  	
   

  	
   

  	
   

  	
  15-Jun-19

  	
   

  	
  —

  	
   

  
	
  18

  	
   

  	
  15-Jan-07

  	
   

  	
  176,923,077

  	
   

  	
   

  	
   

  	
  15-Jul-19

  	
   

  	
  —

  	
   

  
	
  19

  	
   

  	
  15-Feb-07

  	
   

  	
  175,641,026

  	
   

  	
   

  	
   

  	
  15-Aug-19

  	
   

  	
  —

  	
   

  
	
  20

  	
   

  	
  15-Mar-07

  	
   

  	
  174,358,974

  	
   

  	
   

  	
   

  	
  15-Sep-19

  	
   

  	
  —

  	
   

  
	
  21

  	
   

  	
  15-Apr-07

  	
   

  	
  173,076,923

  	
   

  	
   

  	
   

  	
  15-Oct-19

  	
   

  	
  —

  	
   

  
	
  22

  	
   

  	
  15-May-07

  	
   

  	
  171,794,872

  	
   

  	
   

  	
   

  	
  15-Nov-19

  	
   

  	
  —

  	
   

  
	
  23

  	
   

  	
  15-Jun-07

  	
   

  	
  170,512,821

  	
   

  	
   

  	
   

  	
  15-Dec-19

  	
   

  	
  —

  	
   

  
	
  24

  	
   

  	
  15-Jul-07

  	
   

  	
  169,230,769

  	
   

  	
   

  	
   

  	
  15-Jan-20

  	
   

  	
  —

  	
   

  
	
  25

  	
   

  	
  15-Aug-07

  	
   

  	
  167,948,718

  	
   

  	
   

  	
   

  	
  15-Feb-20

  	
   

  	
  —

  	
   

  
	
  26

  	
   

  	
  15-Sep-07

  	
   

  	
  166,666,667

  	
   

  	
   

  	
   

  	
  15-Mar-20

  	
   

  	
  —

  	
   

  
	
  27

  	
   

  	
  15-Oct-07

  	
   

  	
  165,384,615

  	
   

  	
   

  	
   

  	
  15-Apr-20

  	
   

  	
  —

  	
   

  
	
  28

  	
   

  	
  15-Nov-07

  	
   

  	
  164,102,564

  	
   

  	
   

  	
   

  	
  15-May-20

  	
   

  	
  —

  	
   

  
	
  29

  	
   

  	
  15-Dec-07

  	
   

  	
  162,820,513

  	
   

  	
   

  	
   

  	
  15-Jun-20

  	
   

  	
  —

  	
   

  
	
  30

  	
   

  	
  15-Jan-08

  	
   

  	
  161,538,462

  	
   

  	
   

  	
   

  	
  15-Jul-20

  	
   

  	
  —

  	
   

  
	
  31

  	
   

  	
  15-Feb-08

  	
   

  	
  160,256,410

  	
   

  	
   

  	
   

  	
  15-Aug-20

  	
   

  	
  —

  	
   

  
	
  32

  	
   

  	
  15-Mar-08

  	
   

  	
  158,974,359

  	
   

  	
   

  	
   

  	
  15-Sep-20

  	
   

  	
  —

  	
   

  
	
  33

  	
   

  	
  15-Apr-08

  	
   

  	
  157,692,308

  	
   

  	
   

  	
   

  	
  15-Oct-20

  	
   

  	
  —

  	
   

  
	
  34

  	
   

  	
  15-May-08

  	
   

  	
  156,410,256

  	
   

  	
   

  	
   

  	
  15-Nov-20

  	
   

  	
  —

  	
   

  
	
  35

  	
   

  	
  15-Jun-08

  	
   

  	
  155,128,205

  	
   

  	
   

  	
   

  	
  15-Dec-20

  	
   

  	
  —

  	
   

  
	
  36

  	
   

  	
  15-Jul-08

  	
   

  	
  153,846,154

  	
   

  	
   

  	
   

  	
  15-Jan-21

  	
   

  	
  —

  	
   

  
	
  37

  	
   

  	
  15-Aug-08

  	
   

  	
  152,564,103

  	
   

  	
   

  	
   

  	
  15-Feb-21

  	
   

  	
  —

  	
   

  
	
  38

  	
   

  	
  15-Sep-08

  	
   

  	
  151,282,051

  	
   

  	
   

  	
   

  	
  15-Mar-21

  	
   

  	
  —

  	
   

  
	
  39

  	
   

  	
  15-Oct-08

  	
   

  	
  150,000,000

  	
   

  	
   

  	
   

  	
  15-Apr-21

  	
   

  	
  —

  	
   

  
	
  40

  	
   

  	
  15-Nov-08

  	
   

  	
  148,717,949

  	
   

  	
   

  	
   

  	
  15-May-21

  	
   

  	
  —

  	
   

  
	
  41

  	
   

  	
  15-Dec-08

  	
   

  	
  147,435,898

  	
   

  	
   

  	
   

  	
  15-Jun-21

  	
   

  	
  —

  	
   

  
	
  42

  	
   

  	
  15-Jan-09

  	
   

  	
  146,153,846

  	
   

  	
   

  	
   

  	
  15-Jul-21

  	
   

  	
  —

  	
   

  
	
  43

  	
   

  	
  15-Feb-09

  	
   

  	
  144,871,795

  	
   

  	
   

  	
   

  	
  15-Aug-21

  	
   

  	
  —

  	
   

  
	
  44

  	
   

  	
  15-Mar-09

  	
   

  	
  143,589,744

  	
   

  	
   

  	
   

  	
  15-Sep-21

  	
   

  	
  —

  	
   

  
	
  45

  	
   

  	
  15-Apr-09

  	
   

  	
  142,307,692

  	
   

  	
   

  	
   

  	
  15-Oct-21

  	
   

  	
  —

  	
   

  
	
  46

  	
   

  	
  15-May-09

  	
   

  	
  141,025,641

  	
   

  	
   

  	
   

  	
  15-Nov-21

  	
   

  	
  —

  	
   

  
	
  47

  	
   

  	
  15-Jun-09

  	
   

  	
  139,743,590

  	
   

  	
   

  	
   

  	
  15-Dec-21

  	
   

  	
  —

  	
   

  
	
  48

  	
   

  	
  15-Jul-09

  	
   

  	
  138,461,539

  	
   

  	
   

  	
   

  	
  15-Jan-22

  	
   

  	
  —

  	
   

  
	
  49

  	
   

  	
  15-Aug-09

  	
   

  	
  137,179,487

  	
   

  	
   

  	
   

  	
  15-Feb-22

  	
   

  	
  —

  	
   

  



 


i





















 


	
  50

  	
   

  	
  15-Sep-09

  	
   

  	
  135,897,436

  	
   

  	
   

  	
   

  	
  15-Mar-22

  	
   

  	
  —

  	
   

  
	
  51

  	
   

  	
  15-Oct-09

  	
   

  	
  134,615,385

  	
   

  	
   

  	
   

  	
  15-Apr-22

  	
   

  	
  —

  	
   

  
	
  52

  	
   

  	
  15-Nov-09

  	
   

  	
  133,333,333

  	
   

  	
   

  	
   

  	
  15-May-22

  	
   

  	
  —

  	
   

  
	
  53

  	
   

  	
  15-Dec-09

  	
   

  	
  132,051,282

  	
   

  	
   

  	
   

  	
  15-Jun-22

  	
   

  	
  —

  	
   

  
	
  54

  	
   

  	
  15-Jan-10

  	
   

  	
  130,769,231

  	
   

  	
   

  	
   

  	
  15-Jul-22

  	
   

  	
  —

  	
   

  
	
  55

  	
   

  	
  15-Feb-10

  	
   

  	
  129,487,180

  	
   

  	
   

  	
   

  	
  15-Aug-22

  	
   

  	
  —

  	
   

  
	
  56

  	
   

  	
  15-Mar-10

  	
   

  	
  128,205,128

  	
   

  	
   

  	
   

  	
  15-Sep-22

  	
   

  	
  —

  	
   

  
	
  57

  	
   

  	
  15-Apr-10

  	
   

  	
  126,923,077

  	
   

  	
   

  	
   

  	
  15-Oct-22

  	
   

  	
  —

  	
   

  
	
  58

  	
   

  	
  15-May-10

  	
   

  	
  125,641,026

  	
   

  	
   

  	
   

  	
  15-Nov-22

  	
   

  	
  —

  	
   

  
	
  59

  	
   

  	
  15-Jun-10

  	
   

  	
  124,358,974

  	
   

  	
   

  	
   

  	
  15-Dec-22

  	
   

  	
  —

  	
   

  
	
  60

  	
   

  	
  15-Jul-10

  	
   

  	
  123,076,923

  	
   

  	
   

  	
   

  	
  15-Jan-23

  	
   

  	
  —

  	
   

  
	
  61

  	
   

  	
  15-Aug-10

  	
   

  	
  121,794,872

  	
   

  	
   

  	
   

  	
  15-Feb-23

  	
   

  	
  —

  	
   

  
	
  62

  	
   

  	
  15-Sep-10

  	
   

  	
  120,512,821

  	
   

  	
   

  	
   

  	
  15-Mar-23

  	
   

  	
  —

  	
   

  
	
  63

  	
   

  	
  15-Oct-10

  	
   

  	
  119,230,769

  	
   

  	
   

  	
   

  	
  15-Apr-23

  	
   

  	
  —

  	
   

  
	
  64

  	
   

  	
  15-Nov-10

  	
   

  	
  117,948,718

  	
   

  	
   

  	
   

  	
  15-May-23

  	
   

  	
  —

  	
   

  
	
  65

  	
   

  	
  15-Dec-10

  	
   

  	
  116,666,667

  	
   

  	
   

  	
   

  	
  15-Jun-23

  	
   

  	
  —

  	
   

  
	
  66

  	
   

  	
  15-Jan-11

  	
   

  	
  115,384,616

  	
   

  	
   

  	
   

  	
  15-Jul-23

  	
   

  	
  —

  	
   

  
	
  67

  	
   

  	
  15-Feb-11

  	
   

  	
  114,102,564

  	
   

  	
   

  	
   

  	
  15-Aug-23

  	
   

  	
  —

  	
   

  
	
  68

  	
   

  	
  15-Mar-11

  	
   

  	
  112,820,513

  	
   

  	
   

  	
   

  	
  15-Sep-23

  	
   

  	
  —

  	
   

  
	
  69

  	
   

  	
  15-Apr-11

  	
   

  	
  111,538,462

  	
   

  	
   

  	
   

  	
  15-Oct-23

  	
   

  	
  —

  	
   

  
	
  70

  	
   

  	
  15-May-11

  	
   

  	
  110,256,410

  	
   

  	
   

  	
   

  	
  15-Nov-23

  	
   

  	
  —

  	
   

  
	
  71

  	
   

  	
  15-Jun-11

  	
   

  	
  108,974,359

  	
   

  	
   

  	
   

  	
  15-Dec-23

  	
   

  	
  —

  	
   

  
	
  72

  	
   

  	
  15-Jul-11

  	
   

  	
  107,692,308

  	
   

  	
   

  	
   

  	
  15-Jan-24

  	
   

  	
  —

  	
   

  
	
  73

  	
   

  	
  15-Aug-11

  	
   

  	
  106,410,257

  	
   

  	
   

  	
   

  	
  15-Feb-24

  	
   

  	
  —

  	
   

  
	
  74

  	
   

  	
  15-Sep-11

  	
   

  	
  105,128,205

  	
   

  	
   

  	
   

  	
  15-Mar-24

  	
   

  	
  —

  	
   

  
	
  75

  	
   

  	
  15-Oct-11

  	
   

  	
  103,846,154

  	
   

  	
   

  	
   

  	
  15-Apr-24

  	
   

  	
  —

  	
   

  
	
  76

  	
   

  	
  15-Nov-11

  	
   

  	
  102,564,103

  	
   

  	
   

  	
   

  	
  15-May-24

  	
   

  	
  —

  	
   

  
	
  77

  	
   

  	
  15-Dec-11

  	
   

  	
  101,282,051

  	
   

  	
   

  	
   

  	
  15-Jun-24

  	
   

  	
  —

  	
   

  
	
  78

  	
   

  	
  15-Jan-12

  	
   

  	
  100,000,000

  	
   

  	
   

  	
   

  	
  15-Jul-24

  	
   

  	
  —

  	
   

  
	
  79

  	
   

  	
  15-Feb-12

  	
   

  	
  98,717,949

  	
   

  	
   

  	
   

  	
  15-Aug-24

  	
   

  	
  —

  	
   

  
	
  80

  	
   

  	
  15-Mar-12

  	
   

  	
  97,435,898

  	
   

  	
   

  	
   

  	
  15-Sep-24

  	
   

  	
  —

  	
   

  
	
  81

  	
   

  	
  15-Apr-12

  	
   

  	
  96,153,846

  	
   

  	
   

  	
   

  	
  15-Oct-24

  	
   

  	
  —

  	
   

  
	
  82

  	
   

  	
  15-May-12

  	
   

  	
  94,871,795

  	
   

  	
   

  	
   

  	
  15-Nov-24

  	
   

  	
  —

  	
   

  
	
  83

  	
   

  	
  15-Jun-12

  	
   

  	
  93,589,744

  	
   

  	
   

  	
   

  	
  15-Dec-24

  	
   

  	
  —

  	
   

  
	
  84

  	
   

  	
  15-Jul-12

  	
   

  	
  92,307,692

  	
   

  	
   

  	
   

  	
  15-Jan-25

  	
   

  	
  —

  	
   

  
	
  85

  	
   

  	
  15-Aug-12

  	
   

  	
  91,025,641

  	
   

  	
   

  	
   

  	
  15-Feb-25

  	
   

  	
  —

  	
   

  
	
  86

  	
   

  	
  15-Sep-12

  	
   

  	
  89,743,590

  	
   

  	
   

  	
   

  	
  15-Mar-25

  	
   

  	
  —

  	
   

  
	
  87

  	
   

  	
  15-Oct-12

  	
   

  	
  88,461,539

  	
   

  	
   

  	
   

  	
  15-Apr-25

  	
   

  	
  —

  	
   

  
	
  88

  	
   

  	
  15-Nov-12

  	
   

  	
  87,179,487

  	
   

  	
   

  	
   

  	
  15-May-25

  	
   

  	
  —

  	
   

  
	
  89

  	
   

  	
  15-Dec-12

  	
   

  	
  85,897,436

  	
   

  	
   

  	
   

  	
  15-Jun-25

  	
   

  	
  —

  	
   

  
	
  90

  	
   

  	
  15-Jan-13

  	
   

  	
  84,615,385

  	
   

  	
   

  	
   

  	
  15-Jul-25

  	
   

  	
  —

  	
   

  
	
  91

  	
   

  	
  15-Feb-13

  	
   

  	
  83,333,334

  	
   

  	
   

  	
   

  	
  15-Aug-25

  	
   

  	
  —

  	
   

  
	
  92

  	
   

  	
  15-Mar-13

  	
   

  	
  82,051,282

  	
   

  	
   

  	
   

  	
  15-Sep-25

  	
   

  	
  —

  	
   

  
	
  93

  	
   

  	
  15-Apr-13

  	
   

  	
  80,769,231

  	
   

  	
   

  	
   

  	
  15-Oct-25

  	
   

  	
  —

  	
   

  
	
  94

  	
   

  	
  15-May-13

  	
   

  	
  79,487,180

  	
   

  	
   

  	
   

  	
  15-Nov-25

  	
   

  	
  —

  	
   

  
	
  95

  	
   

  	
  15-Jun-13

  	
   

  	
  78,205,128

  	
   

  	
   

  	
   

  	
  15-Dec-25

  	
   

  	
  —

  	
   

  
	
  96

  	
   

  	
  15-Jul-13

  	
   

  	
  76,923,077

  	
   

  	
   

  	
   

  	
  15-Jan-26

  	
   

  	
  —

  	
   

  
	
  97

  	
   

  	
  15-Aug-13

  	
   

  	
  75,641,026

  	
   

  	
   

  	
   

  	
  15-Feb-26

  	
   

  	
  —

  	
   

  
	
  98

  	
   

  	
  15-Sep-13

  	
   

  	
  74,358,975

  	
   

  	
   

  	
   

  	
  15-Mar-26

  	
   

  	
  —

  	
   

  
	
  99

  	
   

  	
  15-Oct-13

  	
   

  	
  73,076,923

  	
   

  	
   

  	
   

  	
  15-Apr-26

  	
   

  	
  —

  	
   

  
	
  100

  	
   

  	
  15-Nov-13

  	
   

  	
  71,794,872

  	
   

  	
   

  	
   

  	
  15-May-26

  	
   

  	
  —

  	
   

  
	
  101

  	
   

  	
  15-Dec-13

  	
   

  	
  70,512,821

  	
   

  	
   

  	
   

  	
  15-Jun-26

  	
   

  	
  —

  	
   

  
	
  102

  	
   

  	
  15-Jan-14

  	
   

  	
  69,230,769

  	
   

  	
   

  	
   

  	
  15-Jul-26

  	
   

  	
  —

  	
   

  
	
  103

  	
   

  	
  15-Feb-14

  	
   

  	
  67,948,718

  	
   

  	
   

  	
   

  	
  15-Aug-26

  	
   

  	
  —

  	
   

  



 


ii





















 


	
  104

  	
   

  	
  15-Mar-14

  	
   

  	
  66,666,667

  	
   

  	
   

  	
   

  	
  15-Sep-26

  	
   

  	
  —

  	
   

  
	
  105

  	
   

  	
  15-Apr-14

  	
   

  	
  65,384,616

  	
   

  	
   

  	
   

  	
  15-Oct-26

  	
   

  	
  —

  	
   

  
	
  106

  	
   

  	
  15-May-14

  	
   

  	
  64,102,564

  	
   

  	
   

  	
   

  	
  15-Nov-26

  	
   

  	
  —

  	
   

  
	
  107

  	
   

  	
  15-Jun-14

  	
   

  	
  62,820,513

  	
   

  	
   

  	
   

  	
  15-Dec-26

  	
   

  	
  —

  	
   

  
	
  108

  	
   

  	
  15-Jul-14

  	
   

  	
  61,538,462

  	
   

  	
   

  	
   

  	
  15-Jan-27

  	
   

  	
  —

  	
   

  
	
  109

  	
   

  	
  15-Aug-14

  	
   

  	
  60,256,410

  	
   

  	
   

  	
   

  	
  15-Feb-27

  	
   

  	
  —

  	
   

  
	
  110

  	
   

  	
  15-Sep-14

  	
   

  	
  58,974,359

  	
   

  	
   

  	
   

  	
  15-Mar-27

  	
   

  	
  —

  	
   

  
	
  111

  	
   

  	
  15-Oct-14

  	
   

  	
  57,692,308

  	
   

  	
   

  	
   

  	
  15-Apr-27

  	
   

  	
  —

  	
   

  
	
  112

  	
   

  	
  15-Nov-14

  	
   

  	
  56,410,257

  	
   

  	
   

  	
   

  	
  15-May-27

  	
   

  	
  —

  	
   

  
	
  113

  	
   

  	
  15-Dec-14

  	
   

  	
  55,128,205

  	
   

  	
   

  	
   

  	
  15-Jun-27

  	
   

  	
  —

  	
   

  
	
  114

  	
   

  	
  15-Jan-15

  	
   

  	
  53,846,154

  	
   

  	
   

  	
   

  	
  15-Jul-27

  	
   

  	
  —

  	
   

  
	
  115

  	
   

  	
  15-Feb-15

  	
   

  	
  52,564,103

  	
   

  	
   

  	
   

  	
  15-Aug-27

  	
   

  	
  —

  	
   

  
	
  116

  	
   

  	
  15-Mar-15

  	
   

  	
  51,282,052

  	
   

  	
   

  	
   

  	
  15-Sep-27

  	
   

  	
  —

  	
   

  
	
  117

  	
   

  	
  15-Apr-15

  	
   

  	
  50,000,000

  	
   

  	
   

  	
   

  	
  15-Oct-27

  	
   

  	
  —

  	
   

  
	
  118

  	
   

  	
  15-May-15

  	
   

  	
  48,717,949

  	
   

  	
   

  	
   

  	
  15-Nov-27

  	
   

  	
  —

  	
   

  
	
  119

  	
   

  	
  15-Jun-15

  	
   

  	
  47,435,898

  	
   

  	
   

  	
   

  	
  15-Dec-27

  	
   

  	
  —

  	
   

  
	
  120

  	
   

  	
  15-Jul-15

  	
   

  	
  46,153,846

  	
   

  	
   

  	
   

  	
  15-Jan-28

  	
   

  	
  —

  	
   

  
	
  121

  	
   

  	
  15-Aug-15

  	
   

  	
  44,871,795

  	
   

  	
   

  	
   

  	
  15-Feb-28

  	
   

  	
  —

  	
   

  
	
  122

  	
   

  	
  15-Sep-15

  	
   

  	
  43,589,744

  	
   

  	
   

  	
   

  	
  15-Mar-28

  	
   

  	
  —

  	
   

  
	
  123

  	
   

  	
  15-Oct-15

  	
   

  	
  42,307,693

  	
   

  	
   

  	
   

  	
  15-Apr-28

  	
   

  	
  —

  	
   

  
	
  124

  	
   

  	
  15-Nov-15

  	
   

  	
  41,025,641

  	
   

  	
   

  	
   

  	
  15-May-28

  	
   

  	
  —

  	
   

  
	
  125

  	
   

  	
  15-Dec-15

  	
   

  	
  39,743,590

  	
   

  	
   

  	
   

  	
  15-Jun-28

  	
   

  	
  —

  	
   

  
	
  126

  	
   

  	
  15-Jan-16

  	
   

  	
  38,461,539

  	
   

  	
   

  	
   

  	
  15-Jul-28

  	
   

  	
  —

  	
   

  
	
  127

  	
   

  	
  15-Feb-16

  	
   

  	
  37,179,487

  	
   

  	
   

  	
   

  	
  15-Aug-28

  	
   

  	
  —

  	
   

  
	
  128

  	
   

  	
  15-Mar-16

  	
   

  	
  35,897,436

  	
   

  	
   

  	
   

  	
  15-Sep-28

  	
   

  	
  —

  	
   

  
	
  129

  	
   

  	
  15-Apr-16

  	
   

  	
  34,615,385

  	
   

  	
   

  	
   

  	
  15-Oct-28

  	
   

  	
  —

  	
   

  
	
  130

  	
   

  	
  15-May-16

  	
   

  	
  33,333,334

  	
   

  	
   

  	
   

  	
  15-Nov-28

  	
   

  	
  —

  	
   

  
	
  131

  	
   

  	
  15-Jun-16

  	
   

  	
  32,051,282

  	
   

  	
   

  	
   

  	
  15-Dec-28

  	
   

  	
  —

  	
   

  
	
  132

  	
   

  	
  15-Jul-16

  	
   

  	
  30,769,231

  	
   

  	
   

  	
   

  	
  15-Jan-29

  	
   

  	
  —

  	
   

  
	
  133

  	
   

  	
  15-Aug-16

  	
   

  	
  29,487,180

  	
   

  	
   

  	
   

  	
  15-Feb-29

  	
   

  	
  —

  	
   

  
	
  134

  	
   

  	
  15-Sep-16

  	
   

  	
  28,205,128

  	
   

  	
   

  	
   

  	
  15-Mar-29

  	
   

  	
  —

  	
   

  
	
  135

  	
   

  	
  15-Oct-16

  	
   

  	
  26,923,077

  	
   

  	
   

  	
   

  	
  15-Apr-29

  	
   

  	
  —

  	
   

  
	
  136

  	
   

  	
  15-Nov-16

  	
   

  	
  25,641,026

  	
   

  	
   

  	
   

  	
  15-May-29

  	
   

  	
  —

  	
   

  
	
  137

  	
   

  	
  15-Dec-16

  	
   

  	
  24,358,975

  	
   

  	
   

  	
   

  	
  15-Jun-29

  	
   

  	
  —

  	
   

  
	
  138

  	
   

  	
  15-Jan-17

  	
   

  	
  23,076,923

  	
   

  	
   

  	
   

  	
  15-Jul-29

  	
   

  	
  —

  	
   

  
	
  139

  	
   

  	
  15-Feb-17

  	
   

  	
  21,794,872

  	
   

  	
   

  	
   

  	
  15-Aug-29

  	
   

  	
  —

  	
   

  
	
  140

  	
   

  	
  15-Mar-17

  	
   

  	
  20,512,821

  	
   

  	
   

  	
   

  	
  15-Sep-29

  	
   

  	
  —

  	
   

  
	
  141

  	
   

  	
  15-Apr-17

  	
   

  	
  19,230,770

  	
   

  	
   

  	
   

  	
  15-Oct-29

  	
   

  	
  —

  	
   

  
	
  142

  	
   

  	
  15-May-17

  	
   

  	
  17,948,718

  	
   

  	
   

  	
   

  	
  15-Nov-29

  	
   

  	
  —

  	
   

  
	
  143

  	
   

  	
  15-Jun-17

  	
   

  	
  16,666,667

  	
   

  	
   

  	
   

  	
  15-Dec-29

  	
   

  	
  —

  	
   

  
	
  144

  	
   

  	
  15-Jul-17

  	
   

  	
  15,384,616

  	
   

  	
   

  	
   

  	
  15-Jan-30

  	
   

  	
  —

  	
   

  
	
  145

  	
   

  	
  15-Aug-17

  	
   

  	
  14,102,564

  	
   

  	
   

  	
   

  	
  15-Feb-30

  	
   

  	
  —

  	
   

  
	
  146

  	
   

  	
  15-Sep-17

  	
   

  	
  12,820,513

  	
   

  	
   

  	
   

  	
  15-Mar-30

  	
   

  	
  —

  	
   

  
	
  147

  	
   

  	
  15-Oct-17

  	
   

  	
  11,538,462

  	
   

  	
   

  	
   

  	
  15-Apr-30

  	
   

  	
  —

  	
   

  
	
  148

  	
   

  	
  15-Nov-17

  	
   

  	
  10,256,411

  	
   

  	
   

  	
   

  	
  15-May-30

  	
   

  	
  —

  	
   

  
	
  149

  	
   

  	
  15-Dec-17

  	
   

  	
  8,974,359

  	
   

  	
   

  	
   

  	
  15-Jun-30

  	
   

  	
  —

  	
   

  
	
  150

  	
   

  	
  15-Jan-18

  	
   

  	
  7,692,308

  	
   

  	
   

  	
   

  	
  15-Jul-30

  	
   

  	
  —

  	
   

  



 


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