Exhibit 10.44


 


SERVICING AGREEMENT


 


among


 


WILLIS ENGINE SECURITIZATION TRUST,


 


WILLIS LEASE FINANCE CORPORATION,

as Servicer and Administrative Agent,


 


and


 


THE ENTITIES LISTED ON APPENDIX A HERETO


 


 


Dated as of August 9, 2005


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE 1
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 APPOINTMENT; SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Appointment

  	
   

  
	
  SECTION 2.02.

  	
  Services

  	
   

  
	
  SECTION 2.03.

  	
  Limitations

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Standard of Care

  	
   

  
	
  SECTION 3.02.

  	
  Conflicts of Interest

  	
   

  
	
  SECTION 3.03.

  	
  Standard of Liability

  	
   

  
	
  SECTION 3.04.

  	
  Waiver of Implied Standard

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Representations and Warranties by WEST and
  the Subsidiaries

  	
   

  
	
  SECTION 4.02.

  	
  Representations and Warranties by Servicer

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 SERVICER UNDERTAKINGS

  	
   

  
	
   

  	
   

  
	
  SECTION 5.01.
  

  	
  Staff and Resources

  	
   

  
	
  SECTION 5.02.

  	
  Access

  	
   

  
	
  SECTION 5.03.

  	
  Compliance with Law

  	
   

  
	
  SECTION 5.04.

  	
  Commingling

  	
   

  
	
  SECTION 5.05.

  	
  Notes Offering

  	
   

  
	
  SECTION 5.06

  	
  Notification of Defaults

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 UNDERTAKINGS OF WEST AND THE SUBSIDIARIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Cooperation

  	
   

  
	
  SECTION 6.02.

  	
  No Representation with Respect to Third
  Parties

  	
   

  
	
  SECTION 6.03.

  	
  Related Document Amendments

  	
   

  
	
  SECTION 6.04.

  	
  Other Servicing Arrangements

  	
   

  
	
  SECTION 6.05.

  	
  Communications

  	
   

  
	
  SECTION 6.06.

  	
  Ratification

  	
   

  
	
  SECTION 6.07.

  	
  Execution, Amendment, Modification or
  Termination of Engine Documents

  	
   

  
	
  SECTION 6.08.

  	
  Accounts and Cash Arrangements of WEST and
  the Subsidiaries

  	
   

  
	
  SECTION 6.09.

  	
  Notification of Bankruptcy

  	
   

  



 


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  SECTION 6.10.

  	
  Further Assurances

  	
   

  
	
  SECTION 6.11.

  	
  Covenants

  	
   

  
	
  SECTION 6.12

  	
  Limitation of Obligation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 WEST AND THE SUBSIDIARIES’ RESPONSIBILITY; BUDGETS;
  DIRECTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  WEST and the Subsidiaries’ Responsibility

  	
   

  
	
  SECTION 7.02.

  	
  Instructions by WEST

  	
   

  
	
  SECTION 7.03.

  	
  Request for Authority

  	
   

  
	
  SECTION 7.04.

  	
  Overall Business Objectives with Respect to
  Engine

  	
   

  
	
  SECTION 7.05.

  	
  Operating Budget; Asset Expenses Budget

  	
   

  
	
  SECTION 7.06.

  	
  Transaction Approval Requirements

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8
  EFFECTIVENESS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Effectiveness

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 SERVICING FEES; EXPENSES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  Servicing Fees

  	
   

  
	
  SECTION 9.02.

  	
  Rent Based Fee

  	
   

  
	
  SECTION 9.03.

  	
  Disposition Fee

  	
   

  
	
  SECTION 9.04.

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
  Term

  	
   

  
	
  SECTION 10.02.

  	
  Right to Terminate

  	
   

  
	
  SECTION 10.03.

  	
  Consequences of Termination

  	
   

  
	
  SECTION 10.04.

  	
  Survival

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
  Indemnity

  	
   

  
	
  SECTION 11.02.

  	
  Procedures for Defense of Claims

  	
   

  
	
  SECTION 11.03.

  	
  Reimbursement of Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12 ASSIGNMENT AND DELEGATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 12.01.

  	
  Assignment and Delegation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 13.01.

  	
  Reasonable Efforts

  	
   

  
	
  SECTION 13.02.

  	
  Notices

  	
   

  
	
  SECTION 13.03.

  	
  Governing Law

  	
   

  
	
  SECTION 13.04.

  	
  Jurisdiction

  	
   

  
	
  SECTION 13.05.

  	
  Waiver of Jury Trial

  	
   

  
	
  SECTION 13.06.

  	
  Counterparts; Third Party Beneficiaries

  	
   

  



 


iii





















 


	
  SECTION 13.07.

  	
  Entire Agreement

  	
   

  
	
  SECTION 13.08.

  	
  Power of Attorney

  	
   

  
	
  SECTION 13.09.

  	
  Restrictions on Disclosure

  	
   

  
	
  SECTION 13.10.

  	
  Rights of Setoff

  	
   

  
	
  SECTION 13.11.

  	
  Nonpetition

  	
   

  
	
  SECTION 13.12.

  	
  Severability

  	
   

  
	
  SECTION 13.13.

  	
  Amendments

  	
   

  



 


SCHEDULES


 


	
  APPENDIX A

  	
  Subsidiaries

  
	
   

  	
   

  
	
  SCHEDULE A

  	
  Definitions

  
	
  SCHEDULE 2.02(a)

  	
  Services

  
	
  SCHEDULE 1.03(a)

  	
   

  
	
  to Schedule 2.02(a)

  	
  Insurance

  
	
  SCHEDULE 4.01(a)

  	
   

  
	
  to Schedule 2.02(a)

  	
  Engines

  
	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Operating Budget and Asset Expenses Budget for the
  Initial Period

  



 


iv





















 


SERVICING AGREEMENT (as amended, modified or
supplemented from time to time in accordance with the terms hereof, the “Agreement”) dated as of August 9, 2005 among WILLIS ENGINE
SECURITIZATION TRUST, a Delaware statutory trust (“WEST”),
WILLIS LEASE FINANCE CORPORATION, a Delaware corporation incorporated under the
laws of Delaware, in its capacity as Servicer (together with its successors and
permitted assigns, the “Servicer”) and
as the Administrative Agent, and the entities listed on Appendix A hereto which
may be added thereto in accordance with Section 6.13 hereof, (the “Subsidiaries”).


 


For the consideration set forth herein and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties each agree as follows:


 


ARTICLE 1



DEFINITIONS


 


SECTION 1.01.                                                 Definitions.


 


The terms used herein have the meaning
assigned to them in Schedule A hereto. 
Unless otherwise defined herein, all capitalized terms used but not
defined herein have the meanings assigned to such terms in the Indenture.


 


ARTICLE 2



APPOINTMENT; SERVICES


 


SECTION 2.01.                                                 Appointment.


 


(a)                                  WEST and each
Subsidiary hereby appoints the Servicer as the exclusive provider of the Services
(as defined in Section 2.02 below) to WEST and each Subsidiary in respect
of the Engine Assets on the terms and subject to the conditions set forth in
this Agreement.


 


(b)                                 The Servicer hereby
accepts such appointment and agrees to perform the Services on the terms and
subject to the conditions set forth in this Agreement.  In connection with the provision of the
Services with respect to the Engine Assets, the Servicer generally shall, where
and to the extent practicable and in the case of Services that are not
performed by the Servicer directly, contract for or otherwise obtain goods and
services from third party providers in the name of, or as disclosed agent for,
WEST or the relevant Subsidiary.  If the
Servicer shall not have contracted for or otherwise obtained such goods and
services in the name of, or as disclosed agent for, WEST or the relevant
Subsidiary, the Servicer shall use its reasonable efforts to cause WEST or such
Subsidiary to be in a position to have direct recourse against any such third
party provider providing goods and services for WEST or such Subsidiary for any
breaches by such third party provider related to the provision of such goods
and services.


 


(c)                                  WEST hereby warrants
and represents to the Servicer that it and each Subsidiary has appointed or
will appoint the Administrative Agent (or Back-Up Administrative Agent in the
event that the Administrative Agency Agreement is terminated prior to the
expiration of its term and the Back-Up Administrative Agent replaces the
Administrative Agent) to act as its


 





















 


representative with respect to
any matter in respect of which WEST or any Subsidiary is required or permitted
to take any action pursuant to the terms of this Agreement.  Accordingly, in connection with the performance
of the Services, unless an Administrative Agent Event of Default shall have
occurred and be continuing, or unless earlier notified by WEST that the
appointment of the Administrative Agent or Back-Up Administrative Agent, as the
case may be, to act on behalf of WEST and each Subsidiary has not become
effective or has been revoked or terminated, the Servicer shall in all cases be
entitled to rely on the instructions (or other actions) of the Administrative
Agent or Back-Up Administrative Agent, as the case may be, as representative of
WEST and each Subsidiary other than the actions specified in Sections 7.06(a)(i) and
7.06(a)(iv).


 


SECTION 2.02.                                                 Services.


 


(a)                                  The services to be
provided by the Servicer in respect of the Engine Assets (the “Services”) are as set forth in Schedule 2.02(a) and
under this Agreement.


 


(b)                                 Except with respect to
the obligations expressly provided herein, in connection with the performance
of the Services, the Servicer shall in all cases only be obligated to act upon,
and shall be entitled to rely on, the instructions of WEST or, as provided
above in Section 2.01(c), the Administrative Agent or Back-Up
Administrative Agent, as the case may be, on behalf of WEST and each
Subsidiary.  The Servicer shall not be
liable to WEST, any Subsidiary, the Indenture Trustee or any other Person for
any act or omission to act taken in accordance with such instructions, except
to the extent provided in Section 3.03.


 


SECTION 2.03.                                                 Limitations.


 


(a)                                  Neither the Servicer
nor any of its Affiliates (other than WEST and each Subsidiary) shall assume
any WEST Liabilities.  In connection with
the performance of the Services and its other obligations hereunder, the
Servicer shall not be obligated to take or refrain from taking any action which
is reasonably likely to (A) violate any Applicable Law, (B) lead to
an investigation by any Governmental Authority or (C) expose the Servicer
to any liabilities for which, in the Servicer’s good faith opinion, adequate
bond or indemnity has not been provided.


 


(b)                                 WEST and the Subsidiaries
shall at all times retain full legal and equitable title to the Engine Assets,
notwithstanding the management thereof by the Servicer hereunder.


 


ARTICLE 3



STANDARD OF CARE; CONFLICTS OF INTEREST; STANDARD OF LIABILITY


 


SECTION 3.01.                                                 Standard of Care.


 


The Servicer shall perform the Services with reasonable
care and diligence at all times as is customary in the aircraft engine leasing
industry and as if it were the owner of the Engines (the “Servicer
Performance Standard”).  The
Servicer Performance Standard shall be implemented in a manner which is
consistent with the reasonable commercial practices of leading international
aircraft engine operating lessors and is consistent with the Indenture.


 


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SECTION 3.02.                                                 Conflicts of Interest.


 


(a)                                  WEST and each
Subsidiary acknowledges and agrees that (i) in addition to managing the
Engine Assets under this Agreement, the Servicer may manage, and shall be
entitled to manage, from time to time, the separate assets owned by it or its
Affiliates (other than WEST and each Subsidiary) and third parties (“Other Assets”); (ii) in addition to the management of
the Engine Assets and the Other Assets, the Servicer shall, and shall be
entitled to, carry on its commercial businesses, including the financing,
purchase or other acquisition, leasing and sale of aircraft engines; (iii) in
the course of conducting such activities, the Servicer may from time to time
have conflicts of interest in performing its duties on behalf of the various
entities to whom it provides management services and with respect to the
various assets in respect of which it provides management services; and (iv) the
Controlling Trustees of WEST have approved the transactions contemplated by
this Agreement and desire that such transactions be consummated and, in giving
such approval, the Controlling Trustees of WEST have expressly recognized that
such conflicts of interest may arise and that when such conflicts of interest
arise the Servicer shall perform the Services in accordance with the Servicer
Performance Standard and the Servicer Conflicts Standard set forth below in Section 3.02(b).


 


(b)                                 If conflicts of
interest arise regarding the management or remarketing of any Engine Asset, on
the one hand, and any Other Asset, on the other hand, the Servicer shall
promptly notify WEST and the Indenture Trustee (but in no later than the date
on which the next Monthly Report is delivered). 
The Servicer shall perform the Services in good faith and to the extent
such Engine Asset and such Other Asset are substantially similar in terms of
objectively identifiable characteristics relevant for purposes of the
particular Services to be performed, the Servicer shall not discriminate
between such Engine Asset and such Other Asset on an unreasonable basis (the
standard set forth in this Section 3.02(b) shall be referred to
collectively as the “Servicer Conflicts
Standard”).


 


SECTION 3.03.                                                 Standard of Liability.


 


The Servicer shall not be liable to WEST or
any Subsidiary for any Losses arising (i) as a result of an Engine being
sold, leased or purchased on less favorable terms than might have been achieved
at any time, provided such transactions were
entered into on the basis of an arm’s-length commercial decision of the Servicer,
or (ii) in respect of the Servicer’s obligation to apply the Servicer
Conflicts Standard in respect of its performance of the Services, except, in
either case, in the case of willful misconduct, negligence or fraud on the part
of the Servicer.  The Servicer shall not
be liable to WEST or any Subsidiary for any Loss arising as a result of the
performance of any of the Servicer’s obligations as Servicer or as a result of
any action which the Servicer is requested to take or refrain from taking by WEST
(or the Administrative Agent or Back-Up Administrative Agent, as the case may
be), unless (A) such Loss has arisen as a result of the willful
misconduct, negligence or fraud of the Servicer, (B) such Loss has
directly resulted from a breach by the Servicer of the express terms and
conditions of this Agreement or (C) such Loss is a Loss for which the
Servicer has indemnified WEST and its Affiliates and arises as a result of any
material misstatements or omissions in any public filing or offering memorandum
relating to information on the Engine Assets, the Servicer and the Services
provided by the Servicer for disclosure in such public filing or offering
memorandum, provided that the Servicer


 


3





















 


may reasonably rely on
information from third parties without incurring liability (the liability
standards set forth in this Section 3.03, the “Standard of
Liability”).


 


SECTION 3.04.                                                 Waiver of Implied Standard.


 


Except as expressly stated above in this Article 3,
all other warranties, conditions and representations, express or implied,
statutory or otherwise, arising under Delaware or New York law or any other
Applicable Law in relation to either the skill, care, diligence or otherwise in
respect of any Service to be performed hereunder or to the quality or fitness
for any particular purpose of any goods are hereby to the fullest extent
permitted by Applicable Law excluded and the Servicer shall not be liable in
contract, tort or otherwise under Delaware or New York law or any other
Applicable Law for any Loss arising out of or in connection with the Services
to be supplied pursuant to this Agreement or any goods to be provided or sold
in conjunction with such Services.


 


ARTICLE 4



REPRESENTATIONS AND WARRANTIES


 


SECTION 4.01.                                                 Representations and Warranties by WEST and the
Subsidiaries.


 


WEST and each Subsidiary represents and
warrants to the Servicer as follows:


 


(a)                                  Engines:  Schedule 4.01(a) contains a true
and complete list of all Engines included among the Engine Assets as of the
date hereof.


 


(b)                                 Engine Documents:  WEST shall deliver to the Servicer on the Initial
Closing Date a true, correct and complete copy of all material Engine Documents
as of such Initial Closing Date in the possession of WEST or any Subsidiary.


 


(c)                                  Accounts and Cash
Flow:  WEST shall, prior to the Initial
Closing Date, provide to the Servicer a true and complete list of all the Existing
Accounts of WEST and each Subsidiary included among the Engine Assets as of such
Initial Closing Date with respect to which WEST or any Subsidiary has
authority.


 


SECTION 4.02.                                                 Representations and Warranties by Servicer.


 


The Servicer represents and warrants to WEST
and each Subsidiary as follows:


 


(a)                                  The Servicer is a
corporation duly organized and validly existing under the laws of the State of
Delaware.


 


(b)                                 The Servicer has all
requisite power and authority to execute this Agreement and to perform its
obligations under this Agreement.  All
corporate acts and other proceedings required to be taken by the Servicer to
authorize the execution and delivery of this Agreement and the performance of
its obligations contemplated under this Agreement have been duly and properly
taken.


 


4





















 


(c)                                  This Agreement has
been duly executed and delivered by the Servicer and is a legal, valid and
binding obligation of the Servicer enforceable against it in accordance with
its terms, except as may be limited by bankruptcy, insolvency, reorganization
or other laws of general application affecting the enforcement of creditors’
rights or by general principles of equity.


 


(d)                                 Neither the execution
and delivery of this Agreement by the Servicer nor the performance by the
Servicer of any of its obligations under this Agreement will (i) violate
any provision of the organizational documents of the Servicer, (ii) violate
any order, writ, injunction, judgment or decree applicable to the Servicer or
any of its property or assets, (iii) violate in any material respect any
Applicable Law, or (iv) result in any conflict with, breach of or default
(or give rise to any right of termination, cancellation or acceleration) under,
any of the terms, conditions or provisions of any material note, bond,
mortgage, indenture, warrant or other similar instrument or any material
license, permit, agreement or other obligation to which the Servicer is a party
or by which the Servicer or any of its properties or assets may be bound.


 


(e)                                  There are no
Proceedings or investigations to which the Servicer or any of its Affiliates is
a party pending, or to the best of the Servicer’s knowledge, threatened, before
any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality (A) asserting the invalidity of this
Agreement or any other Related Document, (B) seeking to prevent the
consummation of any of the transactions contemplated by this Agreement or any
other Related Document or (C) seeking any determination or ruling that is
reasonably likely to materially and adversely affect the performance by the
Servicer of its obligations under or the validity or enforceability of, this
Agreement or any other Related Document to which it is a party.


 


(f)                                    Since March 31,
2005, there has been no material adverse change in the financial condition of
the Servicer.


 


ARTICLE 5



SERVICER UNDERTAKINGS


 


SECTION 5.01.                                                 Staff and Resources.


 


In performing the Services, the Servicer
shall employ or otherwise engage such staff (including in-house legal staff)
and maintain such supporting resources as the Servicer shall deem necessary in
accordance with its usual business practices with respect to its own aircraft
engines, both in number and in quality, to enable the Servicer to perform the
Services in accordance with the terms of this Agreement.


 


SECTION 5.02.                                                 Access.


 


The Servicer at such times as WEST may
reasonably request shall make available to WEST and its Subsidiaries and their
agents (including auditors) (A) reports, ledgers, documents, and other
records (including computer records), its books and other information related
to the Engine Assets or the business of WEST and its Subsidiaries and (B) the
officers and employees


 


5





















 


of the Servicer, subject to
their reasonable availability, in each case, to enable WEST and the Security Trustee to monitor the
performance of the Servicer under this Agreement.


 


SECTION 5.03.                                                 Compliance with Law.


 


The Servicer shall, in connection with the
performance of the Services, comply with all laws, rules and regulations
applicable to the Servicer and with the laws, rules and regulations
applicable to the Engine Assets.


 


SECTION 5.04.                                                 Commingling.


 


The Servicer shall not commingle with its own
funds, (i) any funds of WEST or any Subsidiary or (ii) any
misdirected funds received from Lessees and others.  Any such misdirected funds shall be promptly
redirected to a Bank Account.  The
Servicer hereby covenants with WEST and its Subsidiaries that it will conduct
its business such that it is a separate and readily identifiable business from,
and independent of, WEST and each Subsidiary (it being understood that the
Servicer and any of its Affiliates may publish financial statements that
consolidate those of WEST and its Subsidiaries, if to do so is required by any Applicable
Law or GAAP and the Servicer and any of its Affiliates may file consolidated
tax returns with WEST or any Subsidiary) and further covenants that, during the
term of this Agreement:


 


(a)                                  it will observe all
corporate formalities necessary to remain a legal entity separate and distinct
from, and independent of, WEST and each Subsidiary;


 


(b)                                 it will maintain its
assets and liabilities separate and distinct from WEST and each Subsidiary;


 


(c)                                  it will maintain
records, books, accounts and minutes separate from those of WEST and each
Subsidiary;


 


(d)                                 it will pay its
obligations in the ordinary course of its business as a legal entity separate
from WEST and each Subsidiary;


 


(e)                                  it will keep its
funds separate and distinct from the funds of WEST and each Subsidiary, and it
will receive, deposit, withdraw and disburse such funds separately from the
funds of WEST and each Subsidiary;


 


(f)                                    it will conduct its
business in its own name, and not in the name of WEST or any Subsidiary;


 


(g)                                 it will not pay or
become liable for any debt of WEST or any Subsidiary, other than to make
payments in the form of indemnity as required by the express terms of this
Agreement;


 


(h)                                 it will not hold out
that it is a division of WEST or its Subsidiaries or that WEST or any
Subsidiary is a division of it;


 


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(i)                                     it will not induce
any third party to rely on the creditworthiness of WEST or any Subsidiary in
order that such third party will be induced to contract with it;


 


(j)                                     it will not enter
into any transaction between it and WEST or any Subsidiary that is as a whole
materially more favorable to either party than an agreement that the parties
would have been able to enter into at such time on an arm’s-length basis with a
non-affiliated third party, other than any Related Document in effect on the Initial
Closing Date (it being understood that the parties hereto do not intend by this
covenant to ratify any self-dealing transaction); and


 


(k)                                  it will observe all
corporate formalities necessary to treat WEST and each Subsidiary as a legal
entity separate from each other Subsidiary.


 


SECTION 5.05.                                                 Notes Offering.


 


The Servicer agrees to cooperate with WEST
and its Subsidiaries in connection with the public or private offering and sale
of any securities of WEST or any of its Affiliates (a “Notes
Offering”).


 


SECTION 5.06                                                    Notification of Defaults.


 


Promptly, but in any case within five (5) Business
Days of becoming aware of the existence of any condition or event which
constitutes a Servicer Termination Event, Early Amortization Event or an Event
of Default, or any event which, with the lapse of time or the giving of notice,
would constitute a Servicer Termination Event, Early Amortization Event or an
Event of Default and which, in each case, has not been waived in writing by the
Requisite Majority, the Servicer shall deliver to WEST and the Subsidiaries and
the Indenture Trustee a written notice describing the nature of such event and
period of existence and, in the case of a Servicer Termination Event, the
action the Servicer is taking or proposed to take with respect thereto.


 


SECTION 5.07.                                                 Ownership
Placards.


 


The Servicer shall use commercial reasonable
efforts to cause each Lessee to affix an ownership placard on each related Engine
stating that such Engine is owned by the applicable Engine Trust.


 


ARTICLE 6



UNDERTAKINGS OF WEST AND THE SUBSIDIARIES


 


SECTION 6.01.                                                 Cooperation.


 


WEST and each Subsidiary shall at all times
use commercially reasonable efforts to cooperate with the Servicer to enable
the Servicer to provide the Services, including providing the Servicer with all
powers of attorney as may be reasonably necessary or appropriate to perform the
Services.


 


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SECTION 6.02.                                                 No Representation with Respect to Third Parties.


 


WEST and each Subsidiary agree that as
between the Servicer, on the one hand, and WEST or any Subsidiary, on the other
hand, no representation is made as to the financial condition and affairs of
any Lessee of, or purchaser of, any Engine or any manufacturer, representative,
maintenance facility, contractor, vendor or supplier utilized by the Servicer
in connection with its performance of the Services and, subject to the Standard
of Liability, the Servicer shall have no liability with respect to such third
parties.


 


SECTION 6.03.                                                 Related Document Amendments.


 


Neither WEST nor any Subsidiary shall amend,
without the prior consent of the Servicer in each instance, any Related
Document in such a manner that would increase in any respect the scope, nature
or level of the Services to be provided under this Agreement nor change the
Standard of Liability without the Servicer’s prior written consent, which
consent may be conditioned upon, among other things, a proper adjustment in the
compensation payable to the Servicer in order to take into account the
increased Services to be provided by the Servicer.


 


SECTION 6.04.                                                 Other Servicing Arrangements.


 


Without the prior written consent of the
Servicer, neither WEST nor any Subsidiary shall (a) enter into, or cause
or permit any Person (other than the Servicer) to enter into on their behalf,
any transaction for the lease or sale of any Engine in respect of which the
Servicer is at such time performing Services, or (b) employ any Person
other than the Servicer to perform any of the Services with respect to the
Engine Assets, except as provided in Article 10 of this Agreement.


 


SECTION 6.05.                                                 Communications.


 


WEST and each Subsidiary shall forward
promptly to the Servicer a copy of any written communication received from any
Person in relation to any Engine Asset.


 


SECTION 6.06.                                                 Ratification.


 


WEST and each Subsidiary hereby ratify and
confirm, and agree to ratify and confirm, any action the Servicer takes or
refrains from taking in accordance with this Agreement, the Indenture and the
Related Documents in the exercise of any of the powers or authorities conferred
upon the Servicer pursuant to the terms of this Agreement and the Indenture.


 


SECTION 6.07.                                                 Execution, Amendment, Modification or Termination
of Engine Documents.


 


(a)                                  If (i) any
agreement, instrument or other document becomes an Engine Document or any
Engine Document shall have been amended, modified or terminated and (ii) the
Servicer was not substantially involved in the preparation and execution of
such new, amended, modified or terminated agreement, instrument or other
document, WEST shall deliver written notice thereof to the Servicer together
with (A) in the case of any newly executed Engine Document, a true and
complete copy of such Engine Document, a list of all Engine Assets to which it
relates and a description, in reasonable detail, of the relevance of such
Engine Document to such Engine


 


8





















 


Assets or (B) in the case
of any amendment, modification or termination of an Engine Document, a true and
complete copy of any related agreement, instrument or other document.


 


(b)                                 WEST shall promptly
deliver to the Servicer a complete copy of the Indenture.


 


(c)                                  At all times, WEST
shall promptly notify the Servicer of the name, identity and contact details of
the Controlling Trustees and of any changes thereto and any other relevant
information relating to such Controlling Trustees reasonably requested by the
Servicer.


 


SECTION 6.08.                                                 Accounts and Cash Arrangements of WEST and the
Subsidiaries.


 


At all times, WEST shall promptly notify the
Servicer of any New Account established by or on behalf of WEST or any
Subsidiary or otherwise relating to the Engine Assets and of any Existing
Account relating to any aircraft engine that becomes an Engine after the date
of this Agreement and of the closing of any such account in any case not
established or closed by the Servicer.


 


SECTION 6.09.                                                 Notification of Bankruptcy.


 


If WEST or any Subsidiary shall take any
action to:


 


(a)                                  file any petition or
application, commence any proceeding, pass any resolution or convene a meeting
with respect to itself or any of its Affiliates under any United States
federal, state or foreign or international law relating to the appointment of a
trustee in bankruptcy, liquidator, examiner, assignee, custodian, trustee,
sequestrator or receiver with respect to WEST or any Subsidiary or over the
whole or any part of any properties or assets of WEST or any Subsidiary or any
bankruptcy, reorganization, compromise arrangements or insolvency of WEST or
any Subsidiary; or


 


(b)                                 make an assignment for
the benefit of its creditors generally;


 


then WEST shall notify the Servicer, to the
extent practicable, of the taking of any such action.  If WEST or any Subsidiary becomes aware of
the intent or action of any Person (whether a creditor or member of WEST or any
Subsidiary) to appoint a trustee in bankruptcy, liquidator, examiner,
custodian, sequestrator or receiver, WEST shall promptly notify the Servicer.


 


SECTION 6.10.                                                 Further Assurances.


 


WEST and each Subsidiary agree that at any
time and from time to time upon the written request of the Servicer, it will
execute and deliver such further documents and do such further acts and things
as the Servicer may reasonably request in order to effect the purposes of this
Agreement.


 


SECTION 6.11.                                                 Covenants.


 


WEST and each Subsidiary covenant with the
Servicer that it will conduct its business such that it is a separate and
readily identifiable business from, and independent of, the Servicer and any of
its Affiliates (it being understood that the financial statements of WEST or
any


 


9





















 


Subsidiary may be consolidated
with those of the Servicer or any of its Affiliates, if to do so is required by
any Applicable Law or GAAP and that the tax returns of WEST or any Subsidiary
may be consolidated with those of the Servicer and any of its Affiliates in
accordance with applicable United States tax laws) and further covenant that,
during the term of this Agreement:


 


(a)                                  it will observe all
corporate formalities necessary to remain a legal entity separate and distinct
from, and independent of, the Servicer and any of its subsidiaries;


 


(b)                                 it will maintain its
assets and liabilities separate and distinct from those of the Servicer;


 


(c)                                  it will maintain
records, books, accounts and minutes separate from those of the Servicer;


 


(d)                                 it will pay its
obligations in the ordinary course of its business as a legal entity separate
from the Servicer;


 


(e)                                  it will keep its
funds separate and distinct from any funds of the Servicer, and it will
receive, deposit, withdraw and disburse such funds separately from any funds of
the Servicer;


 


(f)                                    it will conduct its
business in its own name, and not in the name of the Servicer;


 


(g)                                 it will not agree to
pay or become liable for any debt of the Servicer, other than to make payments
in the form of indemnity as required by the express terms of this Agreement;


 


(h)                                 it will not hold out
that it is a division of the Servicer, or that the Servicer is a division of
it;


 


(i)                                     it will not induce
any third party to rely on the creditworthiness of the Servicer in order that
such third party will be induced to contract with it;


 


(j)                                     it will not enter
into any transaction between it and the Servicer that is as a whole materially
more favorable to either party than a transaction that the parties would have
been able to enter into at such time on an arm’s-length basis with a
non-affiliated third party, other than any Related Document in effect on the Initial
Closing Date (it being understood that the parties hereto do not intend by this
covenant to ratify any self-dealing transaction); and


 


(k)                                  it will observe all
material corporate or other procedures required under Applicable Law and under
its organizational documents.


 


SECTION 6.12                                                    Limitation of Obligation.


 


Notwithstanding anything to the contrary in
Sections 4.01(b) and 6.07, the Servicer shall have no obligation with
respect to any agreement, instrument or document that becomes an Engine
Document, or any such amendment, modification or termination, until the date
that a copy of the agreement, instrument or document constituting such Engine
Document, or setting forth the terms of such amendment, modification or
termination, is received by the Servicer.


 


10





















 


SECTION 6.13                                                    New
Subsidiaries.


 


WEST hereby undertakes to procure that any
Subsidiary of WEST formed or acquired after the date hereof shall execute a
joinder agreement with the Servicer adopting and confirming, as regards such
Subsidiary, the terms of this Agreement, and agreeing to ratify anything done
by the Servicer in connection herewith on the terms of Section 6.06.  Such joinder agreement shall specify the
notice information for such Subsidiary and an executed version thereof shall be
promptly delivered to each of the parties hereto.


 


ARTICLE 7



WEST AND THE SUBSIDIARIES’ RESPONSIBILITY;

BUDGETS; DIRECTIONS


 


SECTION 7.01.                                                 WEST and the Subsidiaries’ Responsibility.


 


Notwithstanding the appointment of the
Servicer to perform the Services and the related delegation of authority and
responsibility to the Servicer pursuant to this Agreement, WEST and each
Subsidiary shall remain responsible for all matters related to its business,
operations, assets and liabilities.


 


SECTION 7.02.                                                 Instructions by WEST.


 


WEST may at any time, other than following
the delivery of a Default Notice pursuant to Section 4.02 of the Indenture
(that has not been withdrawn or rescinded), in which case the Indenture Trustee
may, direct the Servicer to limit or terminate any action being taken by it
under this Agreement or to take any action authorized or contemplated by this
Agreement (including sale or disposal of any Engine) or the applicable Lease
and the Servicer shall use commercially reasonable efforts to comply with such
directions.


 


SECTION 7.03.                                                 Request for Authority.


 


If the Servicer wishes to take or approve any
action which it is not authorized under this Agreement to take or approve, it
shall request authority from WEST to take or approve the action.


 


SECTION 7.04.                                                 Overall Business Objectives with Respect to Engine.


 


The Servicer will perform the Services with a
view towards maximizing the present value of the cash flows over the life of
the Engines from leasing and re-leasing or selling or otherwise disposing of
Engines, taking into account the then-existing and anticipated market
conditions affecting the operating leasing of used aircraft engines and the
commercial aviation industry generally and any restrictions within the
Indenture.


 


SECTION 7.05.                                                 Operating Budget; Asset Expenses Budget.


 


(a)                                  WEST, on its own
behalf and on behalf of the Subsidiaries, shall adopt with respect to the
period from the Initial Closing Date through December 31, 2005 (the “Initial


 


11





















 


Period”)
and, thereafter, each one Year period during the term of this Agreement (a “One Year Period”):


 


(A)                              an operating budget with
respect to the Engines (an “Operating Budget”);
and


 


(B)                                a budget with respect
to Engine Expenses related to the Engines (an “Asset
Expenses Budget”).


 


The initial Operating Budget and the initial
Asset Expenses Budget for the Initial Period shall be adopted by WEST and the
Subsidiaries by the Initial Closing Date in substantially the form attached
hereto as Exhibit A (together, the “Initial Budgets”).


 


The Operating Budget and Asset Expenses
Budget for each One Year Period during the term of this Agreement shall be
adopted by WEST and the Subsidiaries in accordance with Section 7.05(b).


 


The Servicer shall, in the course of
providing the Services hereunder, use reasonable efforts to achieve the Initial
Budgets and the Operating and Asset Expenses Budgets for any One Year Period.


 


(b)                                 In respect of each One
Year Period after the Initial Period during the term of this Agreement, the
Administrative Agent shall prepare, and deliver to the Servicer no later than
the November 30 immediately preceding the commencement of each Year, a
proposed Operating Budget and Asset Expenses Budget for each such One Year
Period together with reasonably detailed supporting information and the
assumptions underlying such proposed Operating Budget and Asset Expenses
Budget.


 


(c)                                  In connection with
the preparation and review of such proposed Operating Budget and Asset Expenses
Budget for each period, the Servicer shall provide the Administrative Agent,
not later than the November 1 immediately preceding the commencement of
each Year, information in a form to be agreed from time to time relating to (i) lease
rates, (ii) utilization rate, (iii) expected technical expenditures
(including any costs to be capitalized) relating to the Engines, (iv) planned
sales, (v) costs relating to insurance, legal, consulting and other
similar expenses, including anticipated litigation expenses and (vi) such
other information related to Engine Expenses as may be requested by the
Administrative Agent to prepare or review such budgets, in each case including
the assumptions relating thereto.


 


The Servicer shall have the right during the
15-day period following its receipt of the Administrative Agent’s proposed
Operating Budget and Asset Expenses Budget to express any objection or make any
comment it may reasonably have to such budgets. 
During such 15-day period, the Controlling Trustees and the Servicer shall
negotiate and agree on a final Operating Budget and a final Asset Expenses
Budget for each period.  Not later than
the December 20 immediately preceding the commencement of such Year, WEST
shall deliver to the Servicer a final Operating Budget and Asset Expenses
Budget for each One Year Period (the “Budgets”)
together with reasonably detailed information regarding WEST’s underlying
assumptions.


 


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(d)                                 If at any time the
Servicer reasonably believes that an incurrence of Engine Expenses is
reasonably likely to cause actual aggregate Engine Expenses in the Initial
Period or any One Year Period, as the case may be, to exceed 125% of the
budgeted amount of aggregate Engine Expenses for such period as set forth in
the applicable Budget, the Servicer shall not incur such Engine Expense without
prior approval by WEST, and such excess payment and approval thereof shall be
reported in the Annual Report for the relevant Initial Period or One Year
Period, as the case may be.


 


SECTION 7.06.                                                 Transaction Approval Requirements.


 


(a)                                  The Servicer shall
not do any of the following without the express prior written approval of WEST:


 


(i)                                     Except as required
in accordance with the terms of any Lease or any other agreement with the
Lessee or the Asset Transfer Agreement, and in any event in accordance with the
terms and conditions of the Related Documents, sell (or enter into any
commitment or agreement to sell) or otherwise transfer or dispose of any
Engine.


 


(ii)                                  Enter into any new
Lease (or any renewal or extension of an existing Lease or other agreement with
a Lessee) of any Engine if the Lease does not comply with the requirements of
the Indenture.


 


(iii)                               Unless provided for in
the then current Operating Budget or Asset Expenses Budget, enter into any contract for the
modification or maintenance of any Engine if the costs to be incurred
thereunder by WEST or the relevant Subsidiary are not economically justifiable
in light of then current and reasonably anticipated market conditions for used
aircraft engines.


 


(iv)                              Subject to Section (e) of
Section 4.02 of Schedule 2.02(a), enter into on behalf of WEST or any
Subsidiary, any capital commitment or confirm any order or commitment (other
than the issuance of Warehouse Notes under the Indenture) to acquire, or
acquire on behalf of WEST or any Subsidiary, aircraft engines, except that the
Servicer may enter into any such capital commitment or order or commitment to
acquire an Additional Engine or spare parts for an Engine so long as the same
is provided for in the then applicable Operating Budget or Asset Expenses
Budget.


 


(v)                                 Issue any guarantee on
behalf of, or otherwise pledge the credit of WEST or any Subsidiary, other than
any guarantee of any Subsidiary obligation by WEST or WEST Funding.


 


(vi)                              Unless permitted by any
other provision of this Section 7.06, enter into any agreement for
services to be provided in respect of Engines by third parties the cost of
which is to be borne by WEST and the Subsidiaries, except in each case (A) to
the extent that the same is an Engine Expense provided for in the then
applicable Operating Budget or Asset Expenses Budget or (B) for third
party service providers (including legal counsel) that would be used by the
Servicer in the ordinary course of the Servicer’s business.


 


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(vii)                           Incur on behalf of WEST or
any Subsidiary any liability (actual or contingent) or cause any such liability
(actual or contingent) to be incurred, except for a liability (A) contemplated
in the then applicable Operating Budget or Asset Expenses Budget, (B) pursuant
to a transaction of a type which is subject to another Transaction Approval
Requirement which Transaction Approval Requirement is satisfied or is otherwise
authorized by such Transaction Approval Requirement or (C) incurred in the
ordinary course of the business of WEST and the Subsidiaries.


 


(b)                                 Any transaction
entered into by the Servicer on behalf of WEST and the Subsidiaries shall be on
an arm’s-length basis and on market terms, provided that
any transaction approved by the Controlling Trustees shall be deemed to satisfy
this clause (b).


 


(c)                                  The actions specified
in clauses (a)(i) and (a)(iv) of this Section 7.06 must be
approved by a majority of the Controlling Trustees, including the Independent
Controlling Trustee.


 


(d)                                 The transaction
approval requirements (the “Transaction Approval
Requirements”) set forth in clauses (i) through (vii) of Section 7.06(a) may
only be amended by mutual agreement of the parties hereto and with the written
consent of the Indenture Trustee (acting at the direction of the Requisite
Majority), and shall not in any event be amended to reduce or circumscribe the
delegation to the Servicer of the level of autonomy, authority and
responsibility contemplated by the Transaction Approval Requirements with
respect to the performance of the Services. 
The Servicer shall provide notice to the Indenture Trustee of any
amendment to the Transaction Approval Requirements for inclusion of such notice
by the Indenture Trustee in the next Annual Report.


 


ARTICLE 8



EFFECTIVENESS


 


SECTION 8.01.                                                 Effectiveness.


 


The effectiveness of this Agreement and all
obligations of the parties hereunder shall be conditioned upon (a) with
respect to each Initial Engine and its related assets, the occurrence of the Initial
Closing Date or, with respect to any Remaining or Additional Engine, the
delivery of such Engine to WEST or any Subsidiary (provided that, the Servicer
will assist WEST with respect to the acquisition of any such Remaining or
Additional Engine in accordance with the terms hereof), and (b) with
respect to the Servicer, WEST and the Subsidiaries, the execution hereof by
those parties.


 


ARTICLE 9



SERVICING FEES; EXPENSES


 


SECTION 9.01.                                                 Servicing Fees.


 


In consideration of the Servicer’s
performance of the Services, WEST shall pay to the Servicer on a monthly basis
pursuant to Section 3.13 of the Indenture servicing fees consisting of


 


14





















 


the fees set forth in (i) Section 9.02
(“Rent Based Fee”) and (ii) Section 9.03
(“Disposition  Fee”,
and together with the Rent Based Fee, the “Servicing Fees”).


 


SECTION 9.02.                                                 Rent Based Fee.


 


A Rent Based Fee shall be paid by WEST to the
Servicer on a monthly basis pursuant to Section 3.13 of the Indenture in
the amount equal to 11.5% of the aggregate rent actually received for any month
(or portion of a month) in which WEST or any Subsidiary owns the related
Engines.


 


SECTION 9.03.                                                 Disposition Fee.


 


A Disposition Fee shall be paid by WEST to
the Servicer pursuant to Section 3.13 of the Indenture with respect to
each sale of an Engine.


 


SECTION 9.04.                                                 Expenses.


 


(a)                                  The Servicer shall be
responsible for, and shall not be entitled to reimbursement for, the Servicer’s
overhead expenses (“Overhead Expenses”)
which shall include all expenses other than Engine Expenses, including:


 


(i)                                     salary, bonuses,
company cars and benefits of the Servicer’s employees;


 


(ii)                                  office, office equipment
and rental expenses other than office and office equipment rental expense
charged by independent advisors retained by the Servicer with respect to the
Engines;


 


(iii)                               telecommunications
expenses; and


 


(iv)                              taxes on the income,
receipts, profits, gains, net worth or franchise of the Servicer and payroll,
employment and social security taxes for employees of the Servicer.


 


(b)                                 (i)  WEST and the
Subsidiaries shall be responsible for all costs and expenses relating to or
associated with the Engine Assets other than Overhead Expenses, (“Engine Expenses”) which consist of Ordinary Course Expenses
and WEST Expenses


 


ARTICLE 10



TERM; RIGHT TO TERMINATE; CONSEQUENCES OF TERMINATION; SURVIVAL


 


SECTION 10.01.                                           Term.


 


This Agreement shall expire on the later of (i) the
date of payment in full of all amounts outstanding to be paid under the Notes
(and other similar obligations issued under the Indenture or other debt
instrument or otherwise secured under the Security Trust Agreement), and of all
amounts outstanding to be paid to the holders of the Beneficial Interest
Certificates and (ii) the


 


15





















 


date after the end of the
Delivery Period on which neither WEST nor any Subsidiary shall own or lease any
Engine.


 


SECTION 10.02.                                           Right to Terminate.


 


(a)                                  At any time during
the term of this Agreement, the Servicer shall in accordance with Section 10.02(c) be
entitled to terminate this Agreement if:


 


(i)                                     all of the Notes
and other obligations of WEST secured under the Security Trust Agreement are
repaid or defeased in full in accordance with the terms of the Indenture or
other applicable agreement evidencing such obligation; or


 


(ii)                                  all of the Engines of
WEST and the Subsidiaries are sold and there are no Warehouse Notes outstanding.


 


(b)                                 At any time during the
term of this Agreement, WEST shall in accordance with Section 10.02(c) be
entitled to terminate this Agreement with respect to one or more Engines if:


 


(i)                                     Servicer shall
fail to (A) remit to the Collections Account any Collections erroneously
received by the Servicer within three (3) Business Days after such receipt
, or (B) deliver a Servicer Report within five (5) Business Days
after the due date thereof;


 


(ii)                                  Servicer shall fail
to (A) deliver any report, other than delivery of a Servicer Report,
required to be delivered to the Indenture Trustee within five (5) Business
Days after the due date thereof, (B) maintain for the benefit of WEST and
the Subsidiaries customary lessor’s contingent insurance with respect to the Engines
and the liability insurance, in each case, in conformity with the provisions of
Schedule 1.03(a) to Schedule 2.02(a) to this Agreement, or (C) perform
or observe, or cause to be performed or observed, any other covenant or
agreement which failure materially and adversely affect the rights of WEST,
Noteholders or the Indenture
Trustee, and provided that in the case of the
events in clauses (B) and (C), such failure shall continue unremedied for
a period of thirty (30) days or more (or, if such failure or breach is capable
of remedy and the Servicer has promptly provided WEST and the Indenture Trustee with a certificate stating that the
Servicer has commenced, or will promptly commence, and diligently pursue all
reasonable efforts to remedy such failure or breach, so long as the Servicer is
diligently pursuing such remedy but in any event for a total period no longer
than sixty (60) days) after written notice thereof has been given to the
Servicer or the Servicer has actual knowledge of such event;


 


(iii)                               Any representation or
warranty made by the Servicer in this Agreement, or in any certificate, report
or financial statement delivered by it pursuant hereto proves to have been
untrue or incorrect in any material and adverse respect when made and continues
unremedied for a period of thirty (30) days or more (or, if such untruth or
incorrectness is capable of remedy and the Servicer has promptly provided WEST and the Indenture Trustee with a
certificate stating that the Servicer has commenced, or will promptly commence,
and diligently pursue all reasonable efforts to remedy such untruth or
incorrectness, so long as the Servicer is diligently pursuing such remedy but
in any


 


16





















 


event for a total period no
longer than sixty (60) days) after written notice thereof has been given to the
Servicer or the Servicer has actual knowledge of such untruth;


 


(iv)                              the Servicer shall cease to be engaged in the aircraft engine
leasing business;


 


(v)                                 either (A) an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking relief in respect of the
Servicer or in respect of a substantial part of the property or assets of the
Servicer, under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other U.S. federal or state or foreign bankruptcy,
insolvency, receivership or similar law, and such proceeding or petition shall
continue undismissed for sixty (60) days or an order or decree approving or
ordering any of the foregoing shall be entered, or (B) the Servicer shall
go into liquidation, suffer a receiver or mortgagee to take possession of all
or substantially all of its assets or have an examiner appointed over it or if
a petition or proceeding is presented for any of the foregoing and not
discharged within sixty (60) days;


 


(vi)                              the Servicer shall (A) voluntarily
commence any proceeding or file any petition seeking relief under Title 11
of the United States Code, as now constituted or hereafter amended, or any
other U.S. federal or state or foreign bankruptcy, insolvency, receivership or
similar law, (B) consent to the institution of, or fail within sixty (60)
days to contest the filing of, any petition described in clause 10.02(b)(v) above,
(C) file an answer admitting the material allegations of a petition filed
against it in any such proceeding described in clause 10.02(b)(v) above or
(D) make a general assignment for the benefit of its creditors;


 


(vii)                           the Servicer shall fail to maintain a minimum consolidated Tangible
Net Worth (determined in accordance with GAAP but excluding the effect of FAS
133) equal to $90,000,000 (as reflected in each Monthly Report);


 


(viii)                        the ratio (as reflected in each
Monthly Report) of Servicer’s total Indebtedness to its Tangible Net Worth
(determined in accordance with GAAP) shall exceed 5.0 to 1.0;


 


(ix)                                the ratio (as reflected
in each Monthly Report) of Servicer’s (A) earnings before interest and
taxes to (B) interest (in each case determined in accordance with      GAAP but excluding the
effect of (x) any adjustments resulting from changes in accounting standards,
(y) any extraordinary gain or loss and (z) any write-off of the costs
associated with the indebtedness encumbering the Engines prior to the transfer
of WEST Funding to WEST) shall be less than 1.2 as calculated on a rolling 4-quarter
basis;


 


(x)                                   except as permitted
hereunder, the Servicer attempts to assign its interest in this Agreement; or


 


(xi)                                a Change of Control
shall have occurred;


 


17





















 


(xii)                             the Servicer shall default
(taking into account any applicable cure period) in the payment of aggregate
recourse Indebtedness which, individually or in the aggregate, exceeds ten
million dollars ($10,000,000), or indebtedness in such amount shall have been
accelerated as a result of an event of default under the applicable agreements.


 


(c)                                  (i)  A
terminating party may, at any time during the term of this Agreement, subject
to the terms of this Article 10 by written notice (“Termination
Notice”) to the other parties hereto (the “Notice
Recipients”), set forth its determination to terminate this
Agreement pursuant to this Section 10.02. 
Any Termination Notice shall set forth in reasonable detail the basis
for such termination.


 


(ii)                                  No later than the
fifth Business Day following the delivery of the Termination Notice (the “Effectiveness Date”), the Notice Recipients shall advise the
terminating party in writing whether the Notice Recipients (A) intend to cure
the basis for such termination and, if so, the action they intend to take to
effectuate such cure or (B) do not intend to cure the basis for such
termination (it being understood that failure of the Notice Recipients to
deliver such written advice by such day shall be deemed to constitute notice
that they do not intend to cure the basis for termination).  In the event that the Notice Recipients
notify (or are deemed to have notified) the terminating party that they do not
intend to cure the basis for such termination, this Agreement shall terminate,
subject to Section 10.03(c)(ii), immediately or on such later date that
the terminating party shall have indicated in the Termination Notice.  In the event that the Notice Recipients
notify the terminating party by such fifth Business Day that they intend to
cure the basis for such termination, then the Notice Recipients shall (1) have
thirty (30) days from the Effectiveness Date to effectuate such cure to the
satisfaction of the terminating party or (2) if such cure cannot
reasonably be expected to be effectuated within a 30-day period,
(x) demonstrate to the satisfaction of the terminating party that
substantial progress is being made toward the effectuation of such cure and
(y) effectuate such cure to the reasonable satisfaction of the terminating
party no later than the sixtieth day following the Effectiveness Date.  Upon the failure of the Notice Recipients to
effectuate a cure in accordance with the immediately preceding sentence, this
Agreement shall terminate on the latest of (I) the day immediately
following the expiration of such 30 or 60-day period, as the case may be,
(II) such later date as shall be indicated in the Termination Notice and
(III) the date as of which the Back-Up Servicer begins to perform the
Back-Up Services under the Back-Up Servicing Agreement or, if it is unable to
or fails to so perform, the date on which a Replacement Servicer has been
engaged to perform the Services with respect to the Engines and has accepted
such appointment in accordance with the provisions of Section 10.03(c).


 


(d)                                 At any time during the
term of this Agreement, the Requisite Majority may, upon the occurrence of any
event listed in Section 10.02(b), at any time remove the Servicer and
terminate this Agreement by delivering written notice of such removal to WEST,
the Servicer, the Back-Up Servicer, the Administrative Agent, the Back-Up
Administrative Agent, the Rating Agencies and the Indenture Trustee or by
causing the Indenture Trustee to deliver such notice to such Persons.


 


18





















 


SECTION 10.03.                                           Consequences of Termination.


 


(a)                                  (i)                                     Upon the
expiration or termination of this Agreement in accordance with this Article 10,
or upon the removal of the Servicer by the Requisite Majority pursuant to Section 10.02(d),
the Servicer will promptly forward to WEST any notices, reports and
communications received by it from any relevant Lessee after the termination or
expiration of this Agreement or the removal of the Servicer.


 


(ii)                                  WEST will notify
promptly each relevant Lessee and any relevant third party of the termination
of the Servicer under this Agreement or expiration of this Agreement in
relation to any of the Engines and will request that all such notices, reports
and communications from such third parties thereafter be made or given directly
to the Back-Up Servicer or Replacement Servicer, as the case may be.


 


(b)                                 A termination or
expiration in relation to any or all Engines shall not affect the respective
rights and liabilities of either party accrued prior to such termination or
expiration in respect of any prior breaches hereof or otherwise.


 


(c)                                  (i)                                     Upon the
termination of this Agreement in accordance with this Article 10 prior to
the expiration of its term or upon the removal of the Servicer by WEST or a
Requisite Majority, the Back-Up Servicer will provide Services with respect to
the Engines on behalf of WEST and the Subsidiaries pursuant to the terms of the
Back-Up Servicing Agreement.  Notwithstanding
the occurrence of an event described in Section 10.02(b) or the
removal of the Servicer by WEST or the Requisite Majority, the Servicer shall
continue to perform its duties under the Servicing Agreement until the Back-Up
Servicer, or if the Back-Up Servicer is unable to perform its duties under the
Back-Up Servicing Agreement or a Requisite Majority directs otherwise, a
Replacement Servicer, has been appointed and has accepted such
appointment.  In the event that the
Back-Up Servicer is unable to or fails to perform its duties under the Back-Up
Servicing Agreement and a Replacement Servicer has not been appointed within
ninety (90) days after any termination of this Agreement or resignation by the
Servicer, the Servicer or the Indenture Trustee, acting at the direction of a
Requisite Majority, may petition any court of competent jurisdiction for the
appointment of a Replacement Servicer.


 


(ii)                                  Upon the expiration
or termination of this Agreement in accordance with this Article 10, or
upon the removal of the Servicer by WEST or a Requisite Majority, the Servicer
will cooperate (1) in the case of expiration, with any Replacement
Servicer or (2) in the case of termination or removal, with the Back-Up
Servicer or, if the Back-Up Servicer is unable to or fails to perform its duties,
the Replacement Servicer, including providing to the Replacement Servicer or
Back-Up Servicer, as the case may be, all information, documents and records
relating to the Engines.


 


(d)                                 Upon the termination
of this Agreement in accordance with this Article 10, or upon the removal
of the Servicer by the Requisite Majority pursuant to Section 10.02(d),
WEST shall pay the Servicing Fees then accrued to the Servicer from amounts
available therefor under Section 3.13 of the Indenture.  In the event that the Back-Up Servicer is
unable to or fails to perform its duties, in such case, WEST shall continue to
pay the Servicing Fees to the Servicer until a Replacement Servicer shall have
been appointed and shall have accepted such


 


19





















 


appointment in accordance with
the provisions of Section 10.03(c) and such appointment has become
effective.  Upon any resignation or
termination of the Servicer in accordance with the terms of this Agreement,
such resigning or terminated Servicer shall not be entitled to receive any
Servicing Fee accruing on or after the effective date of such termination or
resignation.


 


(e)                                  Upon the termination
of this Agreement in accordance with this Article 10, the removal of the
Servicer with respect to the performance of the Services for any Engine or the
expiration of this Agreement, the Servicer shall promptly return the originals
within its possession of all applicable Engine Documents and other documents
related to the Engine Assets to WEST and, in addition to its obligation to
cooperate with the Replacement Servicer or Back-Up Servicer, as the case may
be, shall provide access to other documentation and information relating to the
business of WEST and the Subsidiaries (and, to the extent practicable, copies
thereof) within its possession as is reasonably necessary to the conduct of the
business of WEST and the Subsidiaries.


 


(f)                                    Upon the expiration
or termination of this Agreement in accordance with this Article 10, the
parties shall, subject to Section 10.04 and Section 10.03(b), be
relieved of any obligations hereunder.


 


SECTION 10.04.                                           Survival.


 


Notwithstanding any termination or the
expiration of this Agreement, the provisions of Section 3.03, Section 3.04,
Section 10.03, Section 10.04, Article 11, Section 13.09, Section 13.10
and Section 13.11 shall survive such termination or expiration, as the
case may be.


 


ARTICLE 11



INDEMNIFICATION


 


SECTION 11.01.                                           Indemnity.


 


(a)                                  WEST and the
Subsidiaries do hereby assume liability for, and do hereby agree to indemnify,
reimburse and hold harmless on an After-Tax Basis, the Servicer from any and
all Losses, to the extent that the Losses exceed recoveries under insurance
policies maintained by WEST or the Servicer, that arise (A) as a result of
the Servicer’s performance of any of its obligations as Servicer, and (B) as
a result of any action which the Servicer is requested to take or requested to
refrain from taking by WEST; provided that
such indemnity shall not extend to (i) any Loss which arises as a result
of the willful misconduct, negligence or fraud of the Servicer, (ii) any
Loss which results from a material breach by the Servicer of the express terms
and conditions of this Agreement, (iii) any Loss arising as a result of
any material misstatement or omissions in any public filing or offering
memorandum relating to written information on the Engines and the Servicer
provided by the Servicer for disclosure in such public filing or offering
memorandum, (iv) any Loss arising from the violation by Servicer of the
Standards of Liability, (v) any Tax imposed on net income by the revenue
authorities of the United States or the State of California in respect of any
payment by WEST or any Subsidiary to the Servicer due to the performance of the
Services, or (vi) any Taxes imposed on net income of the Servicer by any
Government Authority other than the revenue authorities of the United States or
the State of


 


20





















 


California to the extent such
Taxes would not have been imposed in the absence of any connection of the
Servicer with such jurisdiction imposing such Taxes other than any connection
that results from the performance by the Servicer of its obligations under this
Agreement.


 


(b)                                 WEST and the
Subsidiaries acknowledge and agree that amounts payable to or for the benefit
of the Servicer under Section 11.01 shall constitute Operating Expenses.


 


(c)                                  The Servicer agrees
to give WEST prompt notice of any action, claim, demand, discovery of fact,
proceeding or suit for which the Servicer intends to assert a right to
indemnification under this Agreement; provided, however, that
failure to give such notification shall not affect the Servicer’s entitlement
to indemnification under this Section 11.01 unless and only to the extent
such failure results in actual material prejudice to any of WEST or the
Subsidiaries with respect to the action, claim, demand, discovery of fact,
proceeding or suit for which a right of indemnification is asserted.


 


(d)                                 For the avoidance of
doubt, all payments owed to the Servicer pursuant to this Article 11 shall
be paid from amounts available therefor under Section 3.13 of the
Indenture and any recoveries pursuant to insurance policies maintained by WEST
or the Servicer in respect of such amounts (after payment of such amounts to
the Servicer) shall be deposited in the Collections Account.


 


(e)                                  The Servicer does
hereby assume liability for, and does hereby agree to indemnify, reimburse and
hold harmless on an After-Tax Basis, WEST and its Subsidiaries from any and all
Losses, to the extent that the Losses exceed recoveries under insurance
policies maintained by WEST or the Servicer, that arise (A) as a result of
the willful misconduct, negligence or fraud of the Servicer, (B) any Loss
which results from a material breach by the Servicer of the express terms and
conditions of this Agreement, (C) any Loss arising as a result of any
material misstatement or omissions in any public filing or offering memorandum
relating to written information on the Engines and the Servicer provided by the
Servicer for disclosure in such public filing or offering memorandum, (D) any
Loss arising from the violation by Servicer of the Standards of Liability;
provided that, notwithstanding anything to the contrary contained in this
Agreement, the maximum amount of indemnifiable Losses which may be recovered
from the Servicer arising out of or resulting from the causes enumerated in
this Section 11.01(e) shall be an amount equal to the sum of the
Servicing Fees actually received by the Servicer.


 


SECTION 11.02.                                           Procedures for Defense of Claims.


 


(a)                                  If a Third Party
Claim is made against the Servicer, the Servicer shall promptly notify WEST of
such claim, and the Servicer or WEST (as agreed between them) will undertake
the defense thereof.  The failure to
notify WEST promptly shall not relieve it of its obligations under this Article 11
unless such failure results in actual material prejudice to WEST or any
Subsidiary with respect to the action, claim, demand, discovery of fact,
proceeding or suit for which a right of indemnification is asserted.


 


(b)                                 If agreed and accepted
by WEST and the Servicer, WEST shall within thirty (30) days undertake the
conduct and control, through counsel of its own choosing and at the sole risk
and expense of WEST and the Subsidiaries, of the good faith settlement or
defense of such


 


21





















 


claim, and the Servicer shall
cooperate fully with WEST in connection therewith; provided that
(i) at all times the Servicer shall be entitled to participate in such
settlement or defense through counsel chosen by it, and the fees and expenses
of such counsel shall be borne by the Servicer, and (ii) none of WEST or
any Subsidiary shall be entitled to settle such claims unless it shall have
confirmed in writing the obligation of WEST and the Subsidiaries to indemnify
the Servicer for the liability asserted in such claim.


 


(c)                                  So long as WEST is
reasonably contesting any such claim in good faith, the Servicer shall fully cooperate
with WEST in the defense of such claim as reasonably required by WEST, and WEST
shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in
connection with such cooperation.  Such
cooperation shall include the retention and the provision of records and
information which are reasonably relevant to such Third Party Claim and the
availability on a mutually convenient basis of directors, officers and
employees to provide additional information. 
The Servicer shall not settle or compromise any claim without the
written consent of WEST unless the Servicer agrees in writing to forego any and
all claims for indemnification from WEST and the Subsidiaries with respect to
such claims.


 


SECTION 11.03.                                           Reimbursement of Costs.


 


The costs and expenses, including fees and
disbursements of counsel (except as provided in Section 11.02(b)(i)) and
expenses of investigation, incurred by the Servicer in connection with any
Third Party Claim, shall be reimbursed on each Payment Date by WEST upon the
submission of evidence reasonably satisfactory to WEST that such expenses have
been incurred in the preceding month, without prejudice to WEST’s right to
contest the Servicer’s right to indemnification and subject to refund in the
event that WEST and the Subsidiaries are ultimately held not to be obligated to
indemnify the Servicer.


 


ARTICLE 12



ASSIGNMENT AND DELEGATION


 


SECTION 12.01.                                           Assignment and Delegation.


 


(a)                                  No party to this
Agreement shall assign or delegate this Agreement or all or any part of its rights
or obligations hereunder to any Person without the prior written consent of
each of the other parties; provided, however, the
foregoing provisions on assignment and delegation shall not limit the ability
of the Servicer to contract with any Person, including any of its Affiliates,
for Services in respect of Engine Assets in accordance with Section 2.01(c) so
long as the Servicer remains primarily liable for the performance of such Services;
provided, further,
that (x) the Servicer may assign substantially all of its obligations under
this Agreement (subject to a Rating Agency Confirmation) so long as it will
remain primarily liable for the performance of such obligations and (y) WEST
may assign its rights hereunder to the Indenture Trustee pursuant to the
Security Trust Agreement.


 


(b)                                 Without limiting the
foregoing, any Person who shall become a successor (excluding any collateral
assignment and any third party providers) by assignment or otherwise of WEST,
the Subsidiaries or the Servicer (or any of their respective successors) in
accordance


 


22





















 


with this Section 12.01
shall be required as a condition to the effectiveness of any such assignment or
other arrangement to become a party to this Agreement.


 


ARTICLE 13



MISCELLANEOUS


 


SECTION 13.01.                                           Reasonable Efforts.


 


In this Agreement the term “reasonable efforts” shall mean reasonable efforts under the
commercial circumstances at the time.


 


SECTION 13.02.                                           Notices.


 


All notices, demands, certificates, requests,
directions, instructions and communications hereunder shall be in writing and
in English and shall be effective (a) upon receipt when sent through the
mails, registered or certified mail, return receipt requested, postage prepaid,
with such receipt to be effective the date of delivery indicated on the return
receipt, or (b) one Business Day after delivery to an overnight courier,
or (c) on the date personally delivered to an authorized officer of the
party to which sent, or (d) on the date transmitted by legible telecopier
transmission with a confirmation of receipt, in all cases addressed to the
recipient as follows (or as set forth in the Indenture):


 


If to WEST or any Subsidiary, to:


Willis Engine Securitization Trust


c/o Wilmington Trust Company

Rodney Square North


Wilmington, Delaware 19890


Attention: 
Corporate Trust Administrator 

Fax:  (301) 651 -8882


 


If to the Servicer or the Administrative
Agent, to:


Willis Lease Finance Corporation

2320 Marinship Way, Suite 300


Sausalito, California 94965 

Attention:  General Counsel

Fax:  (415) 331-0607


 


If to the Indenture Trustee, to:


 


Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

Attention:  TSS – Structured Finance 

Fax:  (212) 797-8606


 


23





















 


If to the Back-Up Servicer, to:


 


UT Finance Corporation

400 Main Street

Mail Stop 133-54

East Hartford, CT  06108

Attention:  President

Fax:  (860) 565-0187


 


or to such other address as any party hereto
shall from time to time designate in writing to the other parties.


 


SECTION 13.03.                                           Governing Law.


 


THIS AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS
BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


SECTION 13.04.                                           Jurisdiction.


 


Each of the parties hereto agrees that the
United States federal and New York State courts located in The City of New York
shall have jurisdiction to hear and determine any suit, action or proceeding,
and to settle any disputes, which may arise out of or in connection with this Agreement
and, for such purposes, submits to the jurisdiction of such courts.  Each of the parties hereto waives any
objection which it might now or hereafter have to the United States federal or
New York State courts located in The City of New York being nominated as the
forum to hear and determine any suit, action or proceeding, and to settle any
disputes, which may arise out of or in connection with this Agreement and
agrees not to claim that any such court is not a convenient or appropriate
forum.  Without limiting the foregoing,
each party agrees that service of process on such party as provided in Section 13.02
shall be deemed effective service of process on such party.  Each of the parties hereto hereby consents
generally in respect of any legal action or proceeding arising out of or in
connection with this Agreement to the giving of any relief or the issue of any
process in connection with such action or proceeding, including the making,
enforcement or execution against any property whatsoever (irrespective of its
use or intended use) of any order or judgment which may be made or given in
such action or proceeding.


 


SECTION 13.05.                                           Waiver of Jury Trial.


 


EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


24





















 


SECTION 13.06.                                           Counterparts; Third Party Beneficiaries.


 


This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.  Each of the Indenture Trustee and the holders
of the Notes are express third party beneficiaries of this Agreement, and, as
such, the Indenture Trustee or the Requisite Majority acting on behalf of the
holders of the Notes (subject to the terms and conditions of the Indenture) shall
have full power and authority to enforce the provisions of this Agreement
against the parties hereto.  No provision
of this Agreement is intended to confer any rights or remedies hereunder upon
any Person other than the Indenture Trustee and any holders of the Notes and
the parties hereto.


 


SECTION 13.07.                                           Entire Agreement.


 


This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.


 


SECTION 13.08.                                           Power of Attorney.


 


WEST and each Subsidiary shall appoint the
Servicer and its successors, and its permitted designees and assigns, as their
true and lawful attorney-in-fact.  All
Services to be performed and actions to be taken by the Servicer pursuant to
this Agreement shall be performed for and on behalf of WEST and each Subsidiary.  The Servicer shall be entitled to seek and
obtain from WEST and each Subsidiary a power of attorney in respect of the
execution of any specific action as the Servicer deems appropriate.


 


SECTION 13.09.                                           Restrictions on Disclosure.


 


The Servicer agrees that it shall not, prior
to the termination or expiration of this Agreement or within three (3) years
after such termination or expiration, disclose to any Person any confidential
or proprietary information, whether of a technical, financial, commercial or
other nature, received directly or indirectly from WEST or any Subsidiary
regarding the business of WEST and the Subsidiaries or the Engine Assets,
except as authorized in writing by WEST, and except:


 


(a)                                  to representatives of
the Servicer and any of its Affiliates in furtherance of the purpose of this
Agreement provided that any such representatives
shall have agreed to be bound by the restrictions on disclosure set forth in
this Section 13.09;


 


(b)                                 to the extent required
by Applicable Law or by judicial or administrative process, but in the event of
proposed disclosure, the Servicer shall seek the assistance of WEST to protect
information in which WEST has an interest to the maximum extent achievable;


 


(c)                                  to the extent that
the information:


 


(i)                                     was generally
available in the public domain;


 


25





















 


(ii)                                  was lawfully obtained
from a source under no obligation of confidentiality, directly or indirectly,
to WEST or any Subsidiary;


 


(iii)                               was disclosed to the
general public with the approval of WEST or any Subsidiary;


 


(iv)                              was in the files, records
or knowledge of the Servicer or any of the Servicer’s Affiliates prior to
initial disclosure thereof to the Servicer or any of the Servicer’s Affiliates
by WEST or any Subsidiary;


 


(v)                                 was provided by WEST
or any Subsidiary to the Servicer or any of the Servicer’s Affiliates without
any express written (or, to the extent such information was provided in an oral
communication, oral) restriction on use of or access to such information, and
such information would not reasonably be expected to be confidential,
proprietary or otherwise privileged; or


 


(vi)                              was developed
independently by the Servicer or any of the Servicer’s Affiliates; and


 


(d)                                 is reasonably deemed
necessary by the Servicer to protect and enforce its rights and remedies under
this Agreement; provided, however,
that in such an event the Servicer shall act in a manner reasonably designed to
prevent disclosure of such confidential information; and provided,
further, that prior to disclosure of such information, the Servicer
shall inform WEST and the Subsidiaries of such disclosure.


 


SECTION 13.10.                                           Rights of Setoff.


 


To the extent permitted by Applicable Law,
the Servicer hereby waives any right it may have under Applicable Law to
exercise any rights of setoff with respect to any assets it holds owned by, or
money or monies it owes to, WEST or any Subsidiary pursuant to and in
accordance with the terms and conditions of this Agreement.


 


SECTION 13.11.                                           Nonpetition.


 


During the term of this Agreement and for one
year and one day after payment in full of the Notes, none of the parties hereto
or any Affiliate thereof will file any involuntary petition or otherwise
institute any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceeding under any federal or state
bankruptcy or similar law against WEST or any Subsidiary thereof.


 


SECTION 13.12.                                           Severability.


 


If any term or provision of this Agreement or
the performance thereof shall to any extent be or become invalid or unenforceable,
such invalidity or unenforceability shall not affect or render invalid or
unenforceable any other provisions of this Agreement, and this Agreement shall
continue to be valid and enforceable to the fullest extent permitted by law.


 


26





















 


SECTION 13.13.                                           Amendments.


 


This Agreement may be amended in a written
instrument signed by each of the parties hereto; provided that, if such amendment would reasonably likely
have a material adverse effect on the holders of the Notes, the Requisite
Majority shall have given its prior consent.


 


[Signature Pages Follow]


 


27





















 


IN WITNESS WHEREOF, this Agreement has been
duly executed on the date first written above.


 


 


	
   

  	
  WILLIS ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica J. Burke

  	
   

  
	
   

  	
  Name:  Monica J. Burke

  
	
   

  	
  Title:   Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIS LEASE FINANCE CORPORATION,

  
	
   

  	
  as Servicer and Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica J. Burke

  	
   

  
	
   

  	
  Name: Monica J. Burke

  
	
   

  	
  Title:   Executive Vice President

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST ENGINE FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica J. Burke

  	
   

  
	
   

  	
  Name: Monica J. Burke

  
	
   

  	
  Title:  
  Chief Financial Officer

  



 


28





















 


APPENDIX A



SUBSIDIARIES


 


WEST Engine Funding LLC

Owner Trust No. 30771


Owner Trust No. 311498


Owner Trust No. 312234


Owner Trust No. 575283


Owner Trust No. 575573


Owner Trust No. 577214


Owner Trust No. 695530


Owner Trust No. 704371


Owner Trust No. 704447


Owner Trust No. 704638


Owner Trust No. 708173


Owner Trust No. 716430


Owner Trust No. 716779


Owner Trust No. 718210


Owner Trust No. 718262


Owner Trust No. 721877


Owner Trust No. 724721


Owner Trust No. 724862


Owner Trust No. 725183


Owner Trust No. 725434


Owner Trust No. 725522


Owner Trust No. 726169


Owner Trust No. 726173


Owner Trust No. 726195


Owner Trust No. 726203


Owner Trust No. 727057


Owner Trust No. 727255


Owner Trust No. 727340


Owner Trust No. 727393


Owner Trust No. 728154


Owner Trust No. 728173


Owner Trust No. 731570


Owner Trust No. 731812


Owner Trust No. 731999


Owner Trust No. 733172


Owner Trust No. 733175


Owner Trust No. 733186


Owner Trust No. 733438


Owner Trust No. 733471


Owner Trust No. 733587


Owner Trust No. 733715


Owner Trust No. 733758


Owner Trust No. 740342


Owner Trust No. 741414


Owner Trust No. 741573


Owner Trust No. 741822


Owner Trust No. 779194


Owner Trust No. 779484


Owner Trust No. 856690


Owner Trust No. 858327


Owner Trust No. 858788


Owner Trust No. 858789


Owner Trust No. 872554


Owner Trust No. 874243


Owner Trust No. 876272


Owner Trust No. 888763


Owner Trust No. 890704


Owner Trust No. 890988


 





















 


SCHEDULE A


 


DEFINITIONS


 


“After-Tax Basis”
means on a basis such that any payment received, deemed to have been received
or receivable by any Person shall, if necessary, be supplemented by a further
payment to that Person so that the sum of the two payments shall, after
deduction of all U.S. federal, state, local or foreign Taxes and other charges
resulting from the receipt (actual or constructive) or accrual of such payments
imposed by or under any U.S.  federal,
state, local or other foreign law or Governmental Authority (after taking into
account any current deduction to which such Person shall be entitled with
respect to the amount that gave rise to the underlying payment), be equal to
the payment received, deemed to have been received or receivable.


 


“Agreement” has
the meaning assigned to such term in the preamble hereof.


 


 “Asset Expenses Budget” has the meaning assigned to such term
in Section 7.05(a)(B) of this Agreement.


 


“Bank Accounts”
has the meaning assigned to such term in Section 6.01(b) of Schedule 2.02(a) to
this Agreement.


 


“Budgets” has
the meaning assigned to such term in Section 7.05(c) of this
Agreement.


 


 “Change of Control”
means, with respect to the Servicer, any action occurring or set of
circumstances existing that would result in any Person or group (other than
Charles F. Willis IV, his trusts, family limited partnerships or
heirs) (as defined in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended) beneficially owning, directly or indirectly, an amount
of the outstanding capital stock of the Servicer entitling such Person or group
to 50% or more of the voting power of all the outstanding capital stock of the
Servicer.  The percentage of voting power
shall be determined based on the number of votes a holder of capital stock can
cast in the election of directors, compared to the total number of votes that
all shareholders can cast in such election.


 


 “Control” (including, with its correlative meanings, “controlled by” and “under common control
with”) means possession, directly or indirectly, of the power to
direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise).


 


 “Effectiveness Date” has the meaning assigned to such term in
Section 10.02(c)(ii) of this Agreement.


 


“Engine Assets”
means all Engines and related lease interests owned by WEST or any Subsidiary
as of the Initial Closing Date or, in the case of any Engine acquired by WEST
or any Subsidiary after the Initial Closing Date, including any Remaining
Engines and any Additional Engine, as of the applicable Delivery Date; provided, however, that Engine Assets shall not include any
Engine Asset (x) that shall have ceased to be an Engine Asset pursuant to
this Agreement, or (y) in respect of which the Servicer, WEST or the
Noteholders shall have


 





















 


terminated the Servicer’s
obligation to provide Services in accordance with Article 10 of this
Agreement.


 


“Engine Documents”
means all Leases and related documents and other contracts and agreements of
WEST or any Subsidiary the terms of which relate to or affect any of the
Engines.


 


“Engine Expenses”
has the meaning assigned to such term in Section 9.04(b)(i) of this
Agreement.


 


“Existing Accounts”
has the meaning assigned to such term in Section 6.01(a) of Schedule 2.02(a) to
this Agreement.


 


“Forecast” has
the meaning assigned to such term in Section 8.01(c) of Schedule 2.02(a) to
this Agreement.


 


“Generally
Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles as in
effect from time to time in the United States of America, consistently applied.


 


 “Indenture” means the Indenture dated as of the Initial
Closing Date, between WEST and the Indenture Trustee, and each successor
indenture, if any, thereto.


 


 “Initial Budgets” has the meaning assigned to such term in Section 7.05(a) of
this Agreement.


 


“Initial Period”
has the meaning assigned to such term in Section 7.05(a) of this
Agreement.


 


“Intangible
Assets” means all assets which would be classified as intangible
assets under GAAP consistently applied, including, without limitation, goodwill
(whether representing the excess of cost over book value of assets acquired or
otherwise), patents, trademarks, trade names, copyrights, franchises, and
deferred charges (including, without limitation, unamortized debt discount and
expense, organization costs, and research and development costs).  For purposes of this definition, prepayments
of taxes, license fees and other expenses shall not be deemed Intangible
Assets.


 


 “Loss” means any and all damage, loss, liability and expense
(including reasonable legal fees, expenses and related charges and costs of
investigation); provided, however, that the term “Loss”
shall not include any indemnified party’s management time or overhead expenses
or any income taxes payable in respect of fees paid or payable.


 


“Monthly Payment Period”
has the meaning assigned to such term in Section 6.02(a) of Schedule 2.02(a) to
this Agreement.


 


 “Net Income” means net
income of the Servicer after taxes, determined in accordance with GAAP.


 


2





















 


“Net
Worth” means, at any particular time, all amounts, in conformity
with GAAP, that would be included as stockholder’s equity on a consolidated
balance sheet of the Servicer excluding other comprehensive income or loss
resulting from the implementation of SFAS 133.


 


“New Accounts”
has the meaning assigned to such term in Section 6.01(b) of Schedule 2.02(a) to
this Agreement.


 


“Notes Offering”
has the meaning assigned to such term in Section 5.05 of this Agreement.


 


“Notice Recipients”
has the meaning assigned to such term in Section 10.02(c)(i) of this
Agreement.


 


“One Year Period”
has the meaning assigned to such term in Section 7.05(a) of this
Agreement.


 


“Operating Budget”
has the meaning assigned to such term in Section 7.05(a)(A) of this
Agreement.


 


“Other Assets”
has the meaning assigned to such term in Section 3.02(a) of this
Agreement.


 


“Overhead Expenses”
has the meaning assigned to such term in Section 9.04(a) of this
Agreement.


 


“Rent Based Fee”
has the meaning assigned to such term in Section 9.01 of this Agreement.


 


“Replacement Servicer”
means a replacement servicer to perform some or all of the Services under the
Servicing Agreement formerly performed by the Servicer, which is appointed in
accordance with Section 10.03(c) of this Agreement.


 


“Servicer Conflicts
Standard” has the meaning assigned to such terms in Section 3.02(b) of
this Agreement.


 


“Servicer Performance
Standard” has the meaning assigned to such term in Section 3.01
of this Agreement.


 


“Servicer Report”
means a report that the Servicer is required to provide to WEST pursuant to
Sections 8.01 and 8.02 of Schedule 2.02(a) to this Agreement.


 


“Servicer Termination”  means a termination of the Servicing Agreement
in accordance with its terms prior to the expiration of its term upon which the
Back-Up Servicer replaces the Servicer pursuant to Article 10 of this
Agreement and Article 2 of the Back-Up Servicing Agreement.


 


“Servicer Termination Event”
means any event listed in Section 10.02(b).


 


3





















 


“Services” has
the meaning assigned to such term in Section 2.02(a) of this
Agreement.


 


“Servicing Fees”
has the meaning assigned to such term in Section 9.01 of this Agreement.


 


“Standard of Liability”
has the meaning assigned to such term in Section 3.03 of this Agreement.


 


“Subsidiaries”
means those entities listed on Appendix A hereto.


 


“Tangible
Net Worth” means Net Worth minus Intangible Assets.


 


“Termination Notice”
has the meaning assigned to such term in Section 10.02(c)(i) of this
Agreement.


 


“Third Party Claim”
means a claim by a third party arising out of a matter for which an indemnified
party is entitled to be indemnified pursuant to Article 11 of this
Agreement.


 


“Transaction Approval
Requirements” has the meaning assigned to such term in Section 7.06(d) of
this Agreement.


 


“UTF” or “UT Finance” means UT Finance Corporation, a Delaware
corporation.


 


“WEST” has the
meaning assigned to such term in the preamble to this Agreement.


 


“WEST’s broker”
has the meaning assigned to such term in Section 1.03(i) of Schedule 2.02(a) to
this Agreement.


 


“WEST Liabilities”
means any obligations or liabilities of WEST and its Subsidiaries (whether
accrued, absolute, contingent, unasserted, known or unknown or otherwise).


 


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


 


“Willis Documents”
has the meaning assigned to such term in Section 11.01(a) of this
Agreement.


 


“Year” means
each twelve month period commencing on January 1 and ending on December 31.


 


4





















 


SCHEDULE 2.02(a)



ENGINE ASSETS SERVICES


 


This schedule 2.02(a) is a part of,
and shall be incorporated into the Servicing Agreement.  The provision of the Services set forth in
this Schedule 2.02(a) will be subject in all cases to such approval
as may be required or such limitations as may be imposed pursuant to Section 7.06
of the Servicing Agreement to which this Schedule 2.02(a) is attached
(the “Agreement”) and the provisions of this Schedule 2.02(a) shall
be deemed to be so qualified.


 


Unless otherwise defined herein, all
capitalized terms used in this Schedule 2.02(a) have the meanings
assigned to such terms in the Indenture.


 


ARTICLE 1



LEASE SERVICES


 


SECTION 1.01.  Collections and Disbursements.  In connection with each Lease of an Engine
under which WEST or any Subsidiary is the lessor, the Servicer will:


 


(a)                                  invoice the Lessee
(if contemplated by the applicable Lease) or otherwise arrange, on behalf of
WEST or such Subsidiary, for all payments due from the Lessee, including Lease
Payments, late payment charges and any payments in respect of Taxes and other
payments (including technical, engineering, transportation, insurance and other
charges) due under the relevant Lease, direct the Lessee to make such payments
to such accounts as are required pursuant to the Indenture and take reasonable
steps to enforce the rights and remedies of the Lessor under the Lease in the
event of a nonpayment by the relevant due date;


 


(b)                                 review from time to
time, as deemed necessary by the Servicer, the level of Maintenance Reserve
Payments and other amounts payable under a Lease (to the extent that such
Maintenance Reserve Payments and other amounts may be adjusted under the Lease)
and propose to the relevant Lessee or make such adjustments to the Maintenance
Reserve Payments and other amounts as are required or that the terms of the
relevant Lease and practices that the Servicer believes are prevalent in the
aircraft engine operating lease market;


 


(c)                                  maintain appropriate
records regarding payments under the Leases;


 


(d)                                 subject to the terms
of any applicable Engine Document, take such actions as are necessary to apply
any payment of any type received from any Lessee on a basis consistent with the
terms of such Engine Document, including at the direction of such Lessee to the
extent authorized by such Engine Document or as otherwise reasonably determined
by the Servicer, and, to the extent that any such payments are made to an
account other than the account to which such payment should have been directed
pursuant to such terms or direction, to take such further actions as are
necessary to give effect to such terms or direction, as applicable; and


 





















 


(e)                                  provide or arrange
for the safekeeping and recording of any letters of credit, guarantees or other
credit support (other than cash and cash equivalents) held as part of Security
Deposits or Maintenance Reserve Payments and the timely renewal or drawing on
or disbursement thereof as provided under the applicable Engine Document or
otherwise in accordance with Section 1.06 of this Schedule 2.02(a).


 


SECTION 1.02.  Maintenance.  The Servicer will perform the following
technical services relating to the maintenance of the Engines:


 


(a)                                  Monitor or arrange
for the monitoring of, by technical consultants selected by the Servicer, the
performance of maintenance obligations by Lessees under all Leases relating to
the Engines by including the Engines in the Servicer’s technical audit program
(which shall include, if deemed necessary based on the reasonable determination
of the Servicer, inspection of each Engine and maintenance of a record of all
written reports generated in connection with such inspections) consistent with
practices employed from time to time by the Servicer and its Affiliates with
respect to their own aircraft engines;


 


(b)                                 Monitor and document
the monthly usage of each Engine reported by the Lessee in accordance with the
Engine Documents and provide a combined report of such usage to WEST, if
requested;


 


(c)                                  [reserved]


 


(d)                                 In connection with a
termination or expiration of a Lease of an Engine under which WEST or any
Subsidiary is the lessor:


 


(i)                                     arrange for the
appropriate technical inspection of such Engine for the purpose of determining
if the re-delivery conditions under the Lease have been satisfied;


 


(ii)                                  maintain a record of
the return acceptance certificate and related written materials normally
received and retained or generated by the Servicer in connection with such
inspection and provide reasonable access to such certificates and written materials
to WEST or the relevant Subsidiary;


 


(iii)                               on the basis of the
final inspection and available records, determine whether the Lessee has
complied with the return condition and maintenance requirements of the
applicable Lease;


 


(iv)                              (A)  determine whether
the Lessee has satisfied the re-delivery conditions applicable to the Engine
specified in the Lease and negotiate any modifications, repairs,
refurbishments, inspections or overhauls to or compromises of such conditions
that the Servicer deems reasonably necessary or appropriate, (B) negotiate
and agree on any financial payment due from the Lessee or from the Lessor under
the terms of the Lease; (C) determine the application of any available
Security Deposits, Maintenance Reserve Payments or other payments under the
Lease and (D) maintain a record of the satisfaction of such conditions and
accept redelivery of the Engine; and


 





















 


(v)                                 determine the need for
and procure any maintenance or refurbishment of the Engine upon redelivery,
including compliance with applicable Airworthiness Directives, service
bulletins and other modifications in all cases which the Servicer may deem
reasonably necessary or appropriate for the marketing of the Engine consistent
with its own practice with respect to its own aircraft engines;


 


(e)                                  Consider and, to the
extent the Servicer deems reasonably necessary or appropriate, approve any
Lessee-originated modification (including, any such modification in compliance
with applicable Airworthiness Directives, service bulletins and other
modifications specified by an aircraft engine manufacturer) to any Engine
submitted by any Lessee:


 


(i)                                     to the extent
authorized by the terms of the relevant Lease; or


 


(ii)                                  which the Servicer
reasonably determines would not result in a material diminution in value of the
Engine;


 


(f)                                    Estimate the amount
(if any) WEST is obliged to contribute pursuant to the provisions of a Lease
(taking into account the amount of Maintenance Reserve Payments available with
respect to such Lease and the receivables position of the related Lessee) to
maintenance work performed, the cost of complying with any modification
requirements, Airworthiness Directives and similar requirements; and


 


(g)                                 Arrange appropriate
storage and any required on-going maintenance of any Engine, at the expense of
WEST, following termination of a Lease or any re-lease and redelivery of the
Engine thereunder and prior to delivery of such Engine to a new lessee or
purchaser, consistent with the Servicer’s own practice with respect to its own
aircraft engines.


 


The Servicer shall generally provide the
technical/maintenance advisory services set forth in this Section 1.02 of
this Schedule 2.02(a) through the use of its own staff, consistent
with the Servicer’s own practice with respect to its own aircraft engines; provided that it shall utilize third parties to provide such
technical/maintenance services where it shall deem appropriate as its own
expense with regard to its normal business practices.


 


SECTION 1.03.  Insurance.  (a) The Servicer will provide the
following insurance services:


 


(i)                                     assist WEST in the
appointment of an independent insurance broker to act for WEST (“WEST’s broker”), which broker may also be the broker to the
Servicer;


 


(ii)                                  negotiate the
insurance provisions of any proposed Lease or other agreement affecting any of
the Engines, with such provisions to include such minimum coverage amounts with
respect to hull and liability insurance as are consistent with the Servicer’s
commercially reasonable practice with respect to its own aircraft engines with
any differences in such amounts to be notified to WEST by the Servicer;


 





















 


(iii)                               monitor the performance
of the obligations of Lessees relating to insurance under Leases of any Engines
and ensure that appropriate evidence of insurance exists with respect to any
Engine and insurance and evidence of insurance is appropriately provided by
maintenance facilities providing maintenance work on such Engine paid for by
the Servicer;


 


(iv)                              to the extent hull and
liability insurance is not maintained by any Lessee, assist in arranging,
through WEST’s broker, a group aviation insurance program covering the Engines
(it being understood that any savings resulting from a group policy covering
both Engines and Other Assets shall be shared pro rata based on the Adjusted
Borrowing Value of the Engines and the net book value of the Other Assets, as
determined on a basis consistent with the determination of Adjusted Borrowing
Value), with such minimum coverage amounts with respect to hull and liability insurance
as are consistent with the Servicer’s commercially reasonable practice with
respect to its own aircraft engines with any differences in such amounts to be
notified in writing to WEST and the Indenture Trustee by the Servicer;


 


(v)                                 arrange, through WEST’s
broker, at the expense and written direction of WEST, such political risk
insurance for Engines habitually based or registered in those countries in a
list to be determined from time to time by WEST and such other insurance
related thereto from the sources and with such minimum coverage amounts with
respect to hull insurance as are consistent with the Servicer’s commercially
reasonable practice with respect to its own aircraft engines with any
differences in such amounts and the amounts set forth on Schedule 1.03(a) to
this Schedule 2.02(a) to be notified to WEST by the Servicer;


 


(vi)                              the Servicer will
maintain at all times through WEST’s broker, at the direction and expense of
WEST, contingent insurance coverage, with such minimum coverage amounts with
respect to hull and liability insurance as are set forth on Schedule 1.03(a) to
this Schedule 2.02(a), except as notified to WEST by the Servicer;


 


(vii)                           advise WEST of any
settlement offers received by the Servicer from a Lessee or its insurer with respect
to any claim of damage or loss, including a Total Loss, of an Engine and
provide WEST with copies of all relevant documentation related thereto and such
other additional information and advice from the Lessee’s or the insurer’s
agents, brokers or adjusters as WEST may reasonably request; and


 


(viii) unless WEST notifies the Servicer
within five (5) Business Days after WEST is advised of any settlement
offer in accordance with clause (vii) that WEST will itself negotiate the
settlement offer, the Servicer shall be authorized to accept or continue to
negotiate such settlement offer or such advisement and, upon acceptance of a
settlement offer, to forward to WEST’s broker the appropriate documentation,
including releases and any indemnities required in connection with such
releases, to give effect to such settlement offer and procure the execution of
such documentation by WEST;


 


provided, however, that,
in each case where insurance is to be obtained by the Servicer through WEST’s
broker, such insurance is reasonably available in the relevant insurance market
using


 





















 


reasonable sourcing techniques consistent
with the techniques for the Servicer’s then current practice for obtaining such
insurance.  Any decision or action
implemented by or on behalf of WEST as a result of the insurance services
provided by the Servicer is solely the decision of WEST.  The foregoing provisions shall apply to any
arrangements in which Persons other than Lessees have possession of, or insurance
responsibility for, an Engine.


 


(b)                                 The Servicer shall
provide to WEST such periodic reports regarding insurance matters relating to
the Engines as the Servicer shall generate internally or deliver to WEST’s
broker from time to time or as WEST shall request.


 


(c)                                  All insurance
provided under this Section 1.03 shall include a provision naming the
Indenture Trustee as, in the case of property insurance, loss payee and, in the
case of liability insurance, additional insured.  The Servicer shall use commercially reasonable
efforts to continue to have the Indenture Trustee named as an additional
insured on all liability insurance of the purchaser of any Engine for a period
of two (2) years following the disposition of such Engine.  All insurance provided under this Section 1.03
shall indicate that (x) the proceeds are payable to the Indenture Trustee
notwithstanding any action, inaction or breach of representation or warranty by
the insured, (y) there shall be no recourse against any Noteholder or the
Indenture Trustee for payment of premiums or other amounts with respect to such
insurance, and (z) at least thirty (30) days’ prior written notice of
cancellation, lapse or material change in coverage be given to the Indenture
Trustee by the insurer and that the Indenture Trustee or the Noteholders shall
have the right to pay any unpaid premium thereunder.  As soon as available (but not later than the
related Funding Date or renewal or replacement dates), the Servicer shall
provide WEST and the Indenture Trustee to a certificate of insurance consistent
with the requirements of this Section 1.03.


 


SECTION 1.04.  Administration.  The Servicer is authorized to and shall
administer each Lease in accordance with its terms and as otherwise
specifically addressed herein.


 


SECTION 1.05.  Necessary Filings.  On or about the time when WEST or any
Subsidiary enters into a Future Lease, the Servicer shall make the necessary
filings, if any, and obtain the necessary opinions, if any, required by Section 3.06
of the Security Trust Agreement.


 


SECTION 1.06.  Enforcement.  The Servicer is authorized to and shall take
reasonable steps to enforce the rights and remedies of the Lessor under each
Lease and under any agreements ancillary thereto delivered by WEST to the
Servicer (including any guarantees of the obligations of the Lessee) in order
to cause the Lessee and any other party (other than the Servicer or WEST) under
such Lease to perform their respective obligations owed to the Lessor by such
Lessee and such other parties under such Lease and under such ancillary agreements.  Following any default by a Lessee under the
applicable Lease, the Servicer will provide notice thereof to the Controlling
Trustees and will take all steps as it deems reasonably necessary or
appropriate to preserve and enforce the rights of the Lessor under the
applicable Lease and the Security Trustee, including entering into negotiations
with such Lessee with respect to the restructuring of such Lease or declaration
of an event of default under the applicable Lease, drawing on or making disbursement
or application of any Security Deposits, Maintenance Reserve Payments or any
letters of credit, guarantees or other credit support thereunder, voluntary or
involuntary termination of the Lease and repossession of the Engine that is the


 





















 


subject of the Lease, and
pursuing such legal action with respect thereto as the Servicer deems
reasonably necessary or appropriate.  The
Servicer shall be authorized to apply any Security Deposit available under a
Lease, if provided therefor in the Lease or permitted by Applicable Law, to the
obligations of the Lessee under such Lease and to direct the Indenture Trustee
to transfer or liquidate the relevant Security Deposit for such purpose.


 


SECTION 1.07.  Lease Modifications.  (a) The Servicer shall be authorized to
make such amendments and modifications to any Lease as it shall deem reasonably
necessary or appropriate; provided, however, that
such amendment or modification shall require the approval of WEST pursuant to Section 7.06
of the Agreement if the provisions of such amendment or modification, were they
to be included in a new Lease to be entered into after the date hereof, would,
on their own, cause the entering into of such new Lease to require the approval
of WEST pursuant to Section 7.06(a)(ii) of the Agreement.  Such amendments or modifications may be made
without regard to whether there is a default by the Lessee or other party under
or with respect to any such Lease.


 


(b)                                 The Servicer may waive
overdue interest due from any Lessee under any Lease on any default in payment
of rent, Maintenance Reserve Payment or other amounts due thereunder.


 


SECTION 1.08.  Options and Other Rights.


 


(a)                                  The Servicer shall
take such action as it shall deem reasonably necessary or appropriate with
respect to the exercise by any Lessee of any option or right affecting any
Engine Asset according to the terms of the related Engine Document; and


 


(b)                                 The Servicer is
authorized to take such action as it shall deem reasonably necessary or
appropriate with the approval of WEST if so required by Section 7.06 or
any Subsidiary or, if time is of the essence, without such approval, with
respect to the exercise on behalf of WEST or any Subsidiary of any right or
option that WEST or any Subsidiary may have with respect to any of the Engine
Assets provided that such exercise is in
accordance with the terms of the relevant Engine Document.


 


SECTION 1.09.  Lessee Solicitations.  Upon WEST’s request, with respect to the
Engine Assets, the Servicer shall on behalf of the Lessor use reasonable
commercial efforts to obtain at such times as the Servicer shall deem
reasonably necessary or as required pursuant to the terms of this Agreement,
Lessee consents, novations, assignments, amendments and related documentation
(including insurance certificates, title transfer documents, assignment of
warranties and legal opinions) and the issue (or reissue) or amendment of
letters of credit, guarantees and related documentation.


 


SECTION 1.10.  Other Lease Services.  To the extent not otherwise provided herein,
the Servicer shall use commercially reasonable efforts to cause the Lessors to
perform their obligations under the Leases.


 





















 


ARTICLE 2



COMPLIANCE WITH COVENANTS


 


SECTION 2.01.  Compliance Generally.  The Servicer shall take such actions as it
shall deem reasonably necessary or appropriate to keep WEST and the
Subsidiaries in compliance with their obligations and covenants under the
Indenture solely to the extent that such obligations and covenants specifically
relate to the status, insurance, maintenance or operation of the relevant
Engine and at the cost of WEST; provided, however, that
the foregoing shall only apply to any indenture covenants that are set forth in
full in the copy of the Indenture delivered by WEST to the Servicer and to any
amendments, supplements and waivers thereto that are so delivered to the
Servicer, in each case certified by WEST to be true, correct and complete.


 


SECTION 2.02.  Certain Matters Relating to Concentration
Limits.  (a) Concentration
Limits Generally.  The Servicer shall
comply with the Concentration Limits and shall promptly inform WEST of any
proposed transaction that it determines may result in such Concentration Limits
being exceeded beyond the Concentration Variance provisions of the Indenture,
and WEST shall promptly provide to the Servicer any information that the
Servicer may reasonably require in connection with such Concentration Limits in
order to comply with the provisions of this Section 2.02 of this Schedule 2.02(a).  The Servicer shall not enter into any such
transaction other than pursuant to the terms of Section 2.02(b) below.


 


(b)                                 Directions to
Servicer.  The Servicer shall not
enter into any transaction with respect to which it has provided notice
pursuant to Section 2.02(a) of this Schedule 2.02(a) until
WEST has provided a written certification to the Servicer to the effect that
such transaction will not result in any violation of the Concentration Limits
(or that such violation has been waived or is curable within the time permitted
by the Indenture) and the Servicer shall be entitled to rely upon such
certification for all purposes of the Agreement and this Schedule 2.02(a);
provided that if the Servicer has not
received such written certification within five (5) Business Days of
notification by the Servicer to WEST, the Servicer shall not enter into any
such transaction.


 


ARTICLE 3



LEASE MARKETING AND NEGOTIATION


 


SECTION 3.01.  Lease Marketing.  (a) The Servicer shall provide and
perform lease marketing services with respect to the Engines and in connection
therewith and is authorized to negotiate and enter into any commitment for a
Lease of an Engine on behalf of and (through the power of attorney) in the name
of WEST or the relevant Subsidiary.


 


(b)                                 The Servicer shall
negotiate any commitment for a Lease of an Engine in a manner consistent with
the practices employed by the Servicer with respect to its aircraft engine
operating leasing services business generally and shall use the Pro Forma
Lease, on behalf of WEST or any Subsidiary as a starting point in the
negotiation of Future Leases, provided that,
with respect to any Future Lease entered into in connection with (x) the
renewal or extension of a Lease, (y) the leasing of an Engine to a Person
that is or was a Lessee under a pre-existing Lease or (z) a Renewal Lease
or a Precedent Lease, as the case may be, may, in lieu of the Pro Forma


 





















 


Lease, be used by it, on behalf
of WEST or any Subsidiary as a starting point in the negotiation of such Future
Lease.  Subject to Section (c) of
this Section 3.01 of this Schedule 2.02(a) and to the approval
requirements of Section 7.06 hereof, the Servicer is authorized to execute
and deliver binding leases and related agreements on behalf of WEST or the
relevant Subsidiary based on the foregoing procedures. Following the execution
and delivery of any Lease with respect to any Engine, the Servicer shall
deliver a copy of the executed Lease, together with a copy thereof marked to
reflect changes from the Pro Forma Lease or the Precedent Lease, as applicable,
to WEST within twenty five (25) Business Days of such execution and delivery
(it being understood that in any event, such executed (and marked) Leases shall
be delivered in such a manner so as not to materially adversely impair WEST’s
ability to satisfy its obligations with respect to the Core Lease Provisions of
the Indenture.


 


(c)                                  The Servicer shall be
authorized to agree to such changes, additions and deletions in any Pro Forma
Lease or Precedent Lease being used as the basis of negotiations with a Lessee
for a Future Lease as it shall deem necessary and desirable in the context of
such negotiation, provided that the form of the
Future Lease, as agreed with a Lessee, shall comply with the Core Lease
Provisions of the Indenture, unless WEST shall have certified to the Servicer
that noncompliance with any Core Lease Provision has been waived by a Requisite
Majority.  The Servicer also shall be
authorized to make such changes to the Pro Forma Lease as it shall deem necessary
or appropriate from time to time to conform to current marketing practices or
standards or for any other reason, provided that
any such Pro Forma Lease, as so changed, shall comply with the Core Lease
Provisions in the Indenture.


 


(d)                                 The Servicer shall
deliver any Engine pursuant to the terms of the documentation of the Lease of
such Engine, including upon an extension of such Lease.


 


(e)                                  The Servicer shall
generally provide the marketing services set forth in this Section 3.01
through the use of its own marketing staff where it shall deem appropriate and
shall utilize third parties to provide such marketing services where it shall
deem appropriate (it being understood that while the obligations set forth in
this Section 3.01 are, to the extent possible, generally anticipated to be
discharged by the Servicer without resorting to third party service providers,
the Servicer retains the flexibility to engage third party service providers as
it determines in its sole discretion to be appropriate).


 


ARTICLE 4



PURCHASES AND SALES OF ENGINES


 


SECTION 4.01.  Sales of Engine Assets.  (a) The Servicer shall provide and
perform sales services with respect to the Engine Assets at, and on a basis
consistent with, the written direction from time to time of WEST, and, in
connection therewith, is authorized to enter into any non-binding commitment
for a sale of an Engine Asset or any commitment for sale of an Engine Asset
subject to WEST approval and in compliance with Section 5.03(a) of
the Indenture, in each case on behalf of and (through a power of attorney) in
the name of WEST or the relevant Subsidiary; provided,
however, that, except as otherwise required in accordance with the
terms of a Lease, the Servicer shall not consummate any sale of any Engine
Assets or enter into any


 





















 


binding agreement to sell any
Engine Assets without obtaining the approval of WEST pursuant to Section 7.06 of
the Agreement and in compliance with Section 5.03(a) of the
Indenture.


 


(b)                                 The Servicer shall
negotiate documentation of any sale and, subject to Section 4.01(a) of
this Schedule 2.02(a) and the approval requirements of Section 7.06
of the Agreement, is authorized to execute and deliver binding agreements on
behalf and (through a power of attorney) in the name of WEST or the relevant
Subsidiary.


 


(c)                                  The Servicer shall
deliver any Engine Asset pursuant to the terms of the documentation of the
sale.


 


SECTION 4.02.  Purchases of Engine Assets and Parts.  (a) The Servicer shall provide and
perform services with respect to the purchase of Engine Assets or parts for
Engines at, and on a basis consistent with, the written direction from time to
time of WEST, and, in connection therewith, is authorized to enter into any
non-binding commitment for a purchase of an Engine Asset or parts for Engines
or any commitment for a purchase of an Engine Asset or parts for Engines
subject to WEST approval and in compliance with Section 5.03(b) of
the Indenture, in each case on behalf of and (through a power of attorney) in
the name of WEST or the relevant Subsidiary; provided,
however, that, except as otherwise required in accordance with the
terms of a Lease and as otherwise provided in Section 4.02(b) and
(c), the Servicer shall not consummate any purchase of any Engine Assets or
parts or enter into any binding agreement to purchase any Engine Assets or
parts without obtaining the approval of WEST pursuant to Section 7.06 of
the Agreement and in compliance with Section 5.03(b) of the
Indenture.


 


(b)                                 Notwithstanding any
other provision in Section 7.06 of the Agreement to the contrary, the Servicer
shall be permitted to purchase, sell or exchange on behalf of WEST any part or
component relating to an Engine or spare parts or ancillary equipment or
devices furnished with an Engine at such times and on such terms and conditions
as the Servicer deems reasonably necessary or appropriate in connection with
its performance of the Services.


 


(c)                                  Notwithstanding any
other provision in Section 7.06 of the Agreement to the contrary, the
Servicer shall be permitted to purchase, sell or exchange on behalf of WEST any
Engine Asset to the extent authorized by the then applicable Budget or as part
of a Replacement Exchange but in any event in accordance with Section 5.03(a) of
the Indenture.


 


(d)                                 The Servicer shall
negotiate documentation of any purchase and, subject to Section 4.02(a) of
this Schedule 2.02(a) and the approval requirements of Section 7.06
of the Agreement, is authorized to execute and deliver binding agreements on
behalf and (through a power of attorney) in the name of WEST or the relevant
Subsidiary.  Any purchase of Engine
Assets pursuant to this Section 4.02 may take the form of the purchase of
an Engine Trust.


 


(e)                                  The Servicer shall
arrange for the delivery of any Engine Asset being purchased by WEST or any
Subsidiary pursuant to the terms of the documentation of the purchase, the
Indenture and the Security Trust Agreement. 
In connection with any such delivery, the Servicer shall make the
necessary filings and obtain the necessary opinions required by Section 3.06
of the Security Trust Agreement.


 





















 


ARTICLE 5



MARKET AND OTHER RESEARCH


 


SECTION 5.01.  Appraisals.  From time to time, and not more than
annually, WEST may obtain current or projected appraisals of the Engines from
any one or more internationally recognized independent appraiser and the
Servicer shall, upon request, provide such information and assistance relating
to such appraisal services with respect to the Engines as shall be reasonably
necessary or appropriate in connection with such appraisals.


 


SECTION 5.02.  Regulatory Changes.  The Servicer shall (a) monitor
regulatory developments applicable to aircraft engines and the aircraft engine
leasing industry, (b) advise WEST on a timely basis in summary form of
such information regarding legal and regulatory material changes and
developments with respect to each Engine (which changes or developments occur
after the relevant Delivery Date) of which the Servicer has knowledge, but only
if the Servicer reasonably determines that such legal or regulatory
developments are applicable to the Engines, and (c) take such action as
may be necessary or appropriate to comply therewith.


 


SECTION 5.03.  Market Research.  The Servicer shall provide reasonable face to
face or telephone access to executives, officers and employees of the Servicer as
reasonably requested by WEST in order to confer with such executives, officers
and employees regarding the market information of which any such person is
aware with respect to commercial aviation demand in terms of traffic growth,
new aircraft engine requirements and other information relevant to the
long-term planning of WEST and the Subsidiaries with respect to Leases,
purchases and sales, market conditions, industry trends and the Engines, provided that the Servicer shall not be obligated to
disclose any confidential information.


 


SECTION 5.04.  Lessee Information.  Following WEST’s request therefor, the
Servicer shall provide to WEST in summary form such information regarding
default history or other material Lessee information of which the Servicer has
knowledge.


 


ARTICLE 6



ASSET CASH SERVICES


 


SECTION 6.01.  Accounts and Account Information.  (a) Existing Accounts.  In the event that WEST desires to modify any
of the arrangements relating to any of the existing bank accounts related to
the Engines (the “Existing Accounts”), WEST shall
deliver a certificate to the Servicer specifying in reasonable detail the
modifications to be made with respect to any such Existing Accounts and the
Servicer shall, to the extent necessary to transfer signing and related
authority, cooperate with WEST and the Subsidiaries and the relevant banking
institution to effect such modifications and shall take such other actions as
are incidental thereto in order to give effect to the foregoing.


 


(b)                                 New Accounts.  The Servicer shall notify WEST in the event
that any new bank account needs to be established on behalf of WEST or any
Subsidiary in connection with the execution of a Lease with a new Lessee and
WEST shall deliver a certificate to the Servicer


 





















 


specifying in reasonable detail
(v) the name and location of the bank at which such account should be
established, (w) the name(s) in which such account should be established,
(x) the names of the beneficiaries of such account, (y) the names of
the Persons authorized to make withdrawals from such account and (z) such
other information (including with respect to any security arrangements) as WEST
deems appropriate.  The Servicer shall,
to the extent necessary to create signing and related authority, cooperate with
WEST and the relevant banking institution and take such other actions as are
incidental thereto in order to give effect to the foregoing (the “New Accounts” and, together with the Existing Accounts, the “Bank Accounts”).


 


In the event that the Servicer is required to
transfer funds from any Bank Account to the account of another Person (other
than WEST or any Subsidiary) as provided in Section 1.01(d) of this Schedule 2.02(a),
the Servicer shall provide WEST with written notice setting forth the (i) name
of the transferor, (ii) name of the transferee, (iii) accounts from
and to which funds are to be transferred, (iv) amounts to be transferred,
and (v)  anticipated date of transfer.


 


SECTION 6.02.  Payments.  (a) Anticipated Payments.  For purposes of the calculation of the
Required Expense Amount by the Administrative Agent, the Servicer shall deliver
to the Administrative Agent, not less than one Business Day prior to each
Calculation Date, a written projection of payment obligations for Engine
Expenses and a written projection of disbursements of Maintenance Reserve
Payments and Security Deposits in accordance with the terms of any Lease, in
each case reasonably anticipated by the Servicer to be necessary to be paid or
disbursed in connection with the Servicer’s performance of the Services under
the Agreement during the period extending from the Payment Date immediately
following such Calculation Date to but not including the next succeeding
Payment Date (the “Monthly Payment Period”).  The Servicer shall be authorized to direct
the Indenture Trustee in writing to make disbursements from the Expense Account
of all Expenses on such projection and of all Maintenance Reserve Payments and
Security Deposits on such projection from time to time during such Monthly
Payment Period.


 


(b)                                 Unanticipated
Payments.  During any Monthly Payment
Period, the Servicer may request in writing the approval of the Administrative
Agent for the Servicer to pay or cause to be paid expenses that had not been
reasonably anticipated by the Servicer at the time the projection required to
be provided to the Administrative Agent pursuant to Section 6.02(a) of
this Schedule 2.02(a) with respect to such Monthly Payment Period was
delivered to the Administrative Agent. 
Any such request shall specify for each such payment obligation (i) the
anticipated date of such payment, (ii) the payee, (iii) the
amount of such payment, (iv) the nature of the obligation and (v) the
Bank Account from which such payment should be made.  No later than the next Business Day following
such request by the Servicer, the Administrative Agent shall notify the
Servicer in writing whether such payment request is approved or
disapproved.  If approved, the Servicer
shall pay or cause such payment to be made to the relevant payee from the funds
then available in the relevant account. 
In the event that the funds then available in such account are
insufficient to make any such payment, the Administrative Agent shall take such
actions as are necessary to cause funds sufficient to make any such payments to
be transferred as soon as practicable from the Collections Account to such
account.  Following the transfer of such
funds, the Servicer shall pay or cause such payments to be made in accordance
with the foregoing provisions.


 





















 


(c)                                  Delegation of
Authority.  The Administrative Agent
hereby authorizes the Servicer to make, or cause to be made, payments from the
specified Bank Accounts in accordance with the foregoing procedures.  In order to give effect to the foregoing
provisions of this Article 6 of this Schedule 2.02(a), the
Administrative Agent shall take such other actions as are necessary or
appropriate, including by delegation or otherwise, pursuant to the terms of the
Administrative Agency Agreement, the Indenture, the agreements between WEST or
any Subsidiary and the relevant banking institutions with respect to the Bank
Accounts or otherwise, or as the Servicer shall reasonably request, to
authorize the Servicer to take such actions with respect to such Bank Accounts
as the Administrative Agent determines to be necessary or appropriate as are
set forth above.


 


ARTICLE 7



PROFESSIONAL AND OTHER SERVICES


 


SECTION 7.01.  Legal Services.  The Servicer shall provide or procure legal
services, in all relevant jurisdictions, on behalf of WEST or the relevant
Subsidiary with respect to the lease, sale or financing of the Engines, any
amendment or modification of any Lease, the enforcement of the rights of WEST
or any Subsidiary under any Lease, any disputes that arise with respect to the
Engine Assets or for any other purpose that the Servicer reasonably determines
is necessary in connection with the performance of the Services.  The Servicer shall provide such legal
services by using its in-house legal staff where it shall deem appropriate and shall
authorize outside counsel to provide such legal services where it shall deem
appropriate (including litigation) and in accordance with its practices with
respect to aircraft engines owned by it or its Affiliates (other than WEST and
the Subsidiaries).


 


SECTION 7.02.  Accounting and Tax Services.  The Servicer shall arrange for such
accounting and tax services and advice and other professional services (which
may be provided by the Servicer’s internal staff, to the extent available) as
shall be reasonably necessary or appropriate in connection with the structuring
of lease, sale or financing transactions with respect to the Engine Assets or
for any other purpose that the Servicer reasonably determines is necessary in
connection with the performance of the Services.


 


SECTION 7.03.  Legal Opinions.  The Servicer shall provide or procure the
legal opinions required by Section 5.03(d) of the Indenture with
respect to Future Leases.


 


ARTICLE 8



INFORMATION; REPORTS; CUSTODY


 


SECTION 8.01.  Monthly Reports.  Ten (10) Business Days after the first
Business Day of each month (or, to the extent impracticable, promptly
thereafter), the Servicer shall provide to WEST:


 


(a)                                  A written report of (i) the
leasing, sales and purchasing activities that were completed during the
preceding month, which shall include a summary of the principal financial terms
related to any new or amended lease transactions, including floating rate


 





















 


and fixed Lease Payments and,
in the case of floating rate Lease Payments, the index applicable thereto
(attaching a copy of the factual portions of the applicable transaction
overview, if any), and (ii) any default notices issued, in each case with
respect to the Engine Assets, in such detail as WEST may request from time to
time.


 


(b)                                 A detailed statement
of the cash receipts and disbursements with respect to the Engine Assets for
the preceding month in such details as WEST may request from time to time.


 


(c)                                  A detailed statement
of certain expected cash disbursements in respect of technical and other
leasing expenditures, overheads and Maintenance Reserve Payments expenditures
on a monthly basis for three (3) months (a “Forecast”)
(it being understood that any such Forecast may be based upon historical cash
flow patterns), in such detail as WEST and the Servicer may agree from time to
time.


 


(d)                                 A detailed statement
of receivables (including details, if any, of any set-offs among Lessee
receivables, Maintenance Reserve Payments and Security Deposits) analyzed by
Lessee and by region for each account balance outstanding (including with
respect to restructured Leases), categorized by number of days outstanding, in
such detail as WEST may request from time to time.


 


(e)                                  A report on all
pending and potential litigation (with respect to which the Servicer has
received written notice of threatening litigation, which, in the reasonable
judgment of the Servicer, is material) involving any Engine Asset of which the
Servicer has written notice.


 


(f)                                    Such other
information as may required pursuant to Section 2.13 of the Indenture.


 


SECTION 8.02.  Other Information.  (a) To the extent the Servicer is in
possession of the relevant information, the Servicer shall prepare and submit
to WEST the following information with respect to WEST and each Subsidiary:


 


(i)                                     promptly after the
occurrence thereof, notify WEST of any accident or incident of which the
Servicer has notice involving any Engine; and


 


(ii)                                  upon WEST’s request
therefor, information with respect to transactions relating to Engine Assets
necessary for WEST or any Subsidiary to prepare statutory returns with respect
to contractors engaged by the Servicer on behalf of WEST or such Subsidiary.


 


(b)                                 The Servicer will make
available to WEST and its advisers and designees, subject to their reasonable
availability, and at reasonable times and upon reasonable notice, the Servicer’s
directors, officers, employees, representatives, advisers and other agents, in
order to provide to WEST and its advisers and designees information (to the
extent the Servicer has possession thereof) with regard to the Engine Assets
(including in response to inquiries with respect to the reports provided to
WEST by the Servicer pursuant to Sections 8.01 and 8.02 of this Schedule 2.02(a))
which may be required by WEST.  In
furtherance thereof, in order to


 





















 


facilitate WEST and each
Subsidiary carrying out its responsibilities upon the request of WEST, the
Servicer shall make available (through physical attendance or telephonic
conference) such officers and employees, depending on such persons’ reasonable
availability, that WEST shall reasonably deem appropriate for meetings with
WEST’s representatives to provide to WEST information, and response to
inquiries, with respect to the reports provided to WEST by the Servicer
pursuant to Sections 8.01 and 8.02 of this Schedule 2.02(a).


 


SECTION 8.03.  Ratings Information.  Upon request by WEST, the Servicer shall
provide to WEST such information and data (to the extent the Servicer has
possession thereof) about the Engine Assets and other assistance relating to
the Engine Assets as WEST and the Servicer shall deem reasonably necessary or
appropriate in connection with providing information to the Rating Agencies for
WEST’s debt ratings or the ratings of any public securitization debt issued by
an Affiliate of WEST.


 


SECTION 8.04.  Custody of Documents.  The Servicer agrees to hold all original
documents of WEST or any Subsidiary that relate to the Engine Assets in the
possession of the Servicer in safe custody, by application of the measures
comparable to those the Servicer uses in the retention of its own original
documents of a similar nature.


 


SECTION 8.05.  Annual Servicer Audit.   The Servicer shall assist WEST in the course
of preparation of the Annual Servicer Audit.


 


SECTION 8.06.  Financial Statements.   The Servicer shall promptly notify the
Indenture Trustee upon its filing of any Form 10-K and Form 10-Q with
the SEC.


 





















 


SCHEDULE 1.03(a)

TO SCHEDULE 2.02(a)


 


INSURANCE


 


MINIMUM COVERAGE AMOUNTS


 


1.                                       Hull
Insurance:  With respect to any Engine,
hull insurance shall be maintained by the Lessee and, to the extent such hull
insurance is not maintained by Lessee, WEST shall maintain contingent hull
insurance coverage, in each case, in an amount at least equal to Adjusted
Borrowing Value for such Engine; provided, however, that
in the event that an agreement with respect to hull insurance cannot be reached
with any particular Lessee pursuant to which such Lessee will pay the premiums
to procure such insurance in amounts consistent with the foregoing, hull
insurance shall be procured by the Servicer on behalf of WEST in an amount
equal to the amount set forth above, at the expense of WEST.  Parts, if any, shall be insured on the basis
of their replacement cost under similar circumstances.


 


2.                                       Liability
Insurance:  Liability insurance shall
be maintained by the Lessee and, to the extent such liability insurance is not
maintained by the Lessee, WEST shall maintain contingent liability insurance
coverage, in each case, for each Engine and occurrence in an amount consistent
with the reasonable commercial practices of leading international aircraft
engine operating lessors, but in no event less than $500 million per
occurrence.


 


3.                                       Insurance
Deductibles


 


(a)                                  Deductibles and
self-insurance for Engines subject to a Lease may be maintained in an amount
pursuant to deductible and self-insurance arrangements (taking into account, inter alia, the creditworthiness and experience of the
Lessee, the type of aircraft engine and market practices in the aircraft engine
insurance industry generally) consistent with the Servicer’s commercially
reasonable practices for its own aircraft engines.


 


(b)                                 Deductibles for
Engines off-lease shall be maintained in respect of any one occurrence in
respect of such Engines in an amount consistent with the Servicer’s
commercially reasonable practice for its own aircraft engines with any
difference between such amount and $500,000 (or such other amount as WEST may
direct in writing from time to time), taking into account any deductible insurance
procured, to be notified to WEST by the Servicer.


 


4.                                       Other
Insurance Matters:  Apart from the
matters set forth above, the coverage and terms of any insurance with respect
to any Engine not subject to a Lease, shall be substantially consistent with
the reasonable commercial practices of the Servicer with respect to its own
aircraft engines.


 


5.                                       Additional
Insureds:  Any insurance arrangements
entered into with respect to any Engine shall include as named insureds the
Indenture Trustee and such persons as are reasonably requested by WEST.


 





















 


6.                                       Currencies:  All amounts payable under any insurance
policy shall be denominated in U.S. dollar terms.


 


7.                                       Availability:  The insurance guidelines set forth herein are
subject to such insurance being generally available in the relevant insurance
market at commercially reasonable rates from time to time.


 





















 


SCHEDULE 4.01(a)



ENGINES


 


	
  Manufacturer

  	
   

  	
  Model

  	
   

  	
  ESN

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rolls Royce

  	
   

  	
  RB211-535E4

  	
   

  	
  30771

  
	
  Rolls Royce

  	
   

  	
  3007A

  	
   

  	
  311498

  
	
  Rolls Royce

  	
   

  	
  3007A

  	
   

  	
  312234

  
	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  575283

  
	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  575573

  
	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  577214

  
	
  General Electric

  	
   

  	
  CF6-80C2A

  	
   

  	
  695530

  
	
  General Electric

  	
   

  	
  CF6-80C2B

  	
   

  	
  704371

  
	
  General Electric

  	
   

  	
  CF6-80C2B

  	
   

  	
  704447

  
	
  General Electric

  	
   

  	
  CF6-80C2D1F

  	
   

  	
  704638

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  708173

  
	
  Pratt & Whitney

  	
   

  	
  PW2037

  	
   

  	
  716430

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  716779

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  718210

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  718262

  
	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  721877

  
	
  Pratt & Whitney

  	
   

  	
  PW4060

  	
   

  	
  724721

  
	
  Pratt & Whitney

  	
   

  	
  PW4158

  	
   

  	
  724862

  
	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725183

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  725434

  
	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725522

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726169

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726173

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726195

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726203

  
	
  Pratt & Whitney

  	
   

  	
  PW2037

  	
   

  	
  727057

  
	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  727255

  
	
  Pratt & Whitney

  	
   

  	
  PW4060

  	
   

  	
  727340

  
	
  Pratt & Whitney

  	
   

  	
  PW4060

  	
   

  	
  727393

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  728154

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  728173

  
	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  731570

  
	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  731812

  
	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  731999

  
	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  733172

  
	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  733175

  
	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  733186

  
	
  Pratt & Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733438

  
	
  Pratt & Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733471

  
	
  Pratt & Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733587

  
	
  Pratt & Whitney

  	
   

  	
  PW4462-3

  	
   

  	
  733715

  
	
  Pratt & Whitney

  	
   

  	
  PW4462-3

  	
   

  	
  733758

  
	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  740342

  
	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  741414

  
	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  741573

  
	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  741822

  
	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  779194

  
	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  779484

  
	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  856690

  
	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858327

  
	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858788

  
	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858789

  
	
  General Electric

  	
   

  	
  CF34-3A/B

  	
   

  	
  872554

  
	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  874243

  
	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  876272

  
	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  888763

  
	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  890704

  
	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  890988