Exhibit
10.45


 


ADMINISTRATIVE AGENCY AGREEMENT


 


among


 


WILLIS ENGINE SECURITIZATION TRUST,


 


WILLIS LEASE FINANCE CORPORATION,


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


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; ADMINISTRATIVE SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
  Appointment

  	
   

  
	
  SECTION 2.02

  	
  Limitations

  	
   

  
	
  SECTION 2.03

  	
  General
  Services

  	
   

  
	
  (a)

  	
  General
  Services

  	
   

  
	
  (b)

  	
  Monitoring
  Services.

  	
   

  
	
  (c)

  	
  Rating
  Agency Services

  	
   

  
	
  (d)

  	
  Documentation and
  Letters of Credit

  	
   

  
	
  (e)

  	
  Closing Services

  	
   

  
	
  (f)

  	
  Filings
  and Reports

  	
   

  
	
  (g)

  	
  Amendments

  	
   

  
	
  (h)

  	
  Lease Defaults

  	
   

  
	
  (i)

  	
  Payment of
  Bills

  	
   

  
	
  (j)

  	
  Servicing
  Agreement; Back-Up Servicing Agreement

  	
   

  
	
  (k)

  	
  Events of
  Default

  	
   

  
	
  (l)

  	
  Restricted
  Cash Amounts

  	
   

  
	
  (m)

  	
  Letters of
  Credit

  	
   

  
	
  SECTION 2.04

  	
  Bank
  Account Management and Calculation Services

  	
   

  
	
  (a)

  	
  (i) Operating Bank

  	
   

  
	
  (b)

  	
  Description
  of Accounts

  	
   

  
	
   

  	
  (i)

  	
  Collection Account

  	
   

  
	
  (c)

  	
  Calculations

  	
   

  
	
  (d)

  	
  Withdrawals and Transfers

  	
   

  
	
  (e)

  	
  Ratings and the Accounts

  	
   

  
	
  (f)

  	
  Records

  	
   

  
	
  (g)

  	
  Reports

  	
   

  
	
  (h)

  	
  Investment
  Directions

  	
   

  
	
  SECTION 2.05

  	
  Accounting
  Services

  	
   

  
						



 


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  (a)

  	
  Budgeting
  Process

  	
   

  
	
  (b)

  	
  Management
  Accounts and Financial Statements

  	
   

  
	
  (c)

  	
  Accounting
  Standards

  	
   

  
	
  (d)

  	
  Guidelines for Draft
  Accounts

  	
   

  
	
  SECTION 2.06

  	
  Additional
  Administrative Services

  	
   

  
	
  SECTION 2.07

  	
  Additional
  Engine

  	
   

  
	
  SECTION 2.08

  	
  New
  Subsidiaries

  	
   

  
	
  SECTION 2.09

  	
  Responsibility
  of WEST and the Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  STANDARD OF PERFORMANCE; LIABILITY AND INDEMNITY

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
  Standard
  of Performance

  	
   

  
	
  SECTION 3.02

  	
  Conflicts
  of Interest

  	
   

  
	
  SECTION 3.03

  	
  Liability
  and Indemnity

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01

  	
  Representations
  and Warranties by Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  ADMINISTRATIVE AGENT UNDERTAKINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
  Administrative Agent
  Undertakings

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  UNDERTAKINGS OF WEST GROUP

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01

  	
  Cooperation

  	
   

  
	
  SECTION 6.02

  	
  Information

  	
   

  
	
  SECTION 6.03

  	
  Scope of Services

  	
   

  
	
  SECTION 6.04

  	
  Ratification

  	
   

  
	
  SECTION 6.05

  	
  Covenants

  	
   

  
	
  SECTION 6.06

  	
  Ratification by Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  ADMINISTRATION FEES AND EXPENSES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
  Administration Fees

  	
   

  
	
  SECTION 7.02

  	
  Expenses

  	
   

  
	
  SECTION 7.03

  	
  Payment of Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  TERM; REMOVAL OF OR TERMINATION BY
  THE ADMINISTRATIVE AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01

  	
  Term

  	
   

  
	
  SECTION 8.02

  	
  Right to Terminate

  	
   

  
					



 


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  SECTION 8.03

  	
  Consequences of Termination

  	
   

  
	
  (a)

  	
  Notices

  	
   

  
	
  (b)

  	
  Accrued Rights

  	
   

  
	
  (c)

  	
  Replacement

  	
   

  
	
  SECTION 8.04

  	
  Survival

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  ASSIGNMENT AND DELEGATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01

  	
  Assignment and Delegation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01

  	
  Notices

  	
   

  
	
  SECTION 10.02

  	
  Governing Law

  	
   

  
	
  SECTION 10.03

  	
  Jurisdiction

  	
   

  
	
  SECTION 10.04

  	
  Waiver of Jury Trial

  	
   

  
	
  SECTION 10.05

  	
  Counterparts; Third Party
  Beneficiaries

  	
   

  
	
  SECTION 10.06

  	
  Entire Agreement

  	
   

  
	
  SECTION 10.07

  	
  Power of Attorney

  	
   

  
	
  SECTION 10.08

  	
  Table of Contents; Headings

  	
   

  
	
  SECTION 10.09

  	
  Restrictions on Disclosure

  	
   

  
	
  SECTION 10.10

  	
  No Partnership

  	
   

  
	
  SECTION 10.11

  	
  Concerning the Indenture Trustee

  	
   

  
	
  SECTION 10.12

  	
  Amendments

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX A - Subsidiaries

  	
   

  
	
   

  	
   

  
	
  SCHEDULE A - Definitions

  	
   

  
	
   

  	
   

  
	
  SCHEDULE I - Accounts

  	
   

  
					



 


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ADMINISTRATIVE
AGENCY 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 (“WEST”), a
Delaware statutory trust, Willis Lease Finance Corporation, a Delaware
corporation, (together with its successors and permitted assigns, the “Administrative Agent” or “Willis”),
Deutsche Bank Trust Company Americas, a New York banking corporation, not in
its individual capacity but solely as trustee under the Indenture (the “Indenture  Trustee”), and
the subsidiaries and owner trusts in which WEST retains an interest, each of
which is listed on Appendix A hereto (collectively, the “Subsidiaries”).


 


For the
consideration set forth herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the Administrative Agent, the
Indenture Trustee, WEST and the Subsidiaries agree as follows:


 


ARTICLE 1



DEFINITIONS


 


SECTION 1.01       Definitions. 
Capitalized terms used herein have the meanings assigned thereto 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; ADMINISTRATIVE SERVICES


 


SECTION 2.01       Appointment. 
(a)  WEST and each Subsidiary hereby appoints the
Administrative Agent as the provider of the general services set forth in Section 2.03,
the accounting services set forth in Section 2.05 and the additional
administrative services set forth in Section 2.06 (together with the Bank
Account Management Services referred to in subsection (b) below, the “Administrative Services”) to WEST and each Subsidiary on the
terms and subject to the conditions set forth in this Agreement.


 


(b)           WEST
hereby directs the Indenture Trustee to appoint, and the Indenture Trustee, on
behalf of the Secured Parties, hereby appoints, the Administrative Agent as the
provider of the bank account management and calculation services set forth in
Section 2.04 and in the Indenture (the “Bank Account
Management Services”) and delegates to the Administrative Agent its
authority to administer the Accounts and to otherwise perform the Bank Account
Management Services on behalf of WEST and each Subsidiary on the terms and
subject to the conditions set forth in this Agreement.


 


(c)           The
Administrative Agent hereby accepts such appointments and agrees to perform the
Administrative Services on the terms and subject to the conditions set forth in
this Agreement.


 


(d)           The
Administrative Services do not include any service or matter which is the
responsibility of the Servicer under the Servicing Agreement, the Back-Up
Servicer under the Back-Up Servicing Agreement, the Back-Up Administrative
Agent under the Back-Up Administrative Agency Agreement, or the company
secretaries of WEST or any Subsidiary.


 





















 


SECTION 2.02       Limitations. 
(a)  The Administrative Agent agrees (with respect to the
Administrative Services agreed by it to be carried out hereunder) to perform
the Administrative Services in a manner that does not violate the terms of the
articles of incorporation, by-laws, trust agreements or similar constitutional
documents of WEST and each Subsidiary and all agreements to which WEST or any
Subsidiary is a party (including all Related Documents), provided
that copies of such documents and agreements have been delivered or are
otherwise available to the Administrative Agent and, without prejudice to the
foregoing, not to enter into, on behalf of WEST or any Subsidiary, any
commitments, loans or obligations or charge, mortgage, pledge, encumber or
otherwise restrict or dispose of the property or assets or expend any funds of
WEST or any Subsidiary save (i) as expressly permitted by the terms of
this Agreement or (ii) upon the express direction of the Controlling
Trustees, subject to the limitations in Section 2.02(b) hereof.


 


(b)           In
connection with the performance of the Administrative Services and its other
obligations hereunder, the Administrative Agent shall (i) have no
responsibility for the failure of any other Person (other than any Person
acting as a delegate of the Administrative Agent under this Agreement pursuant to
Section 9.01 hereof) providing services directly to WEST and the
Subsidiaries to perform its obligations to WEST and the Subsidiaries,
(ii) in all cases be entitled to rely upon the instructions of WEST and
the Subsidiaries with respect to any Administrative Services other than the
Bank Account Management Services or upon the instructions of the Indenture
Trustee on behalf of WEST and the Subsidiaries with respect to any Bank Account
Management Services, and upon notices, reports or other communications made by
any Person providing services to WEST and the Subsidiaries (other than any
Affiliate of the Administrative Agent) and shall not be responsible for the
accuracy or completeness of any such notices, reports or other communications
except to the extent that the Administrative Agent has actual notice of any
matter to the contrary and (iii) not be obligated to act in any manner
which is reasonably likely to (A) violate any Applicable Law,
(B) lead to an investigation by any Governmental Authority or
(C) expose the Administrative Agent to any liabilities for which, in the
Administrative Agent’s good faith opinion, adequate bond or indemnity has not
been provided.


 


(c)           Subject
to the limitations set forth in Section 2.02(a), in connection with the
performance of the Administrative Services, the Administrative Agent is
expressly authorized by WEST and each Subsidiary, (i) to engage in and
conclude commercial negotiations with the Persons providing services to WEST
and the Subsidiaries, including, without limitation, where the context admits,
the Servicer (unless the Servicer is Willis), the Back-Up Servicer, the Back-Up
Administrative Agent and other Persons performing similar services or advising
WEST and the Subsidiaries (the “Service Providers”)
and with their Representatives, and (ii) after such consultation, if any,
as the Administrative Agent deems necessary under the circumstances, to act on
behalf of WEST or such Subsidiary with regard to any and all matters requiring
any action on the part of the Administrative Agent under the Servicing
Agreement or Back-Up Servicing Agreement, as the case may be.  WEST and each Subsidiary agrees that it will
give the Administrative Agent, the Servicer, the Back-Up Servicer and the Indenture
Trustee 60 days’ prior written notice of any limitation or modification of the
authority set forth in this Section 2.02(c).


 


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(d)           The
Administrative Agent may rely on the advice of any law firm, accounting firm,
risk management adviser, tax adviser, insurance adviser, technical adviser,
aircraft engine appraiser or other professional adviser appointed by WEST and
any Person appointed in good faith by the Administrative Agent and shall not be
liable for any claim by WEST or any Subsidiary to the extent that it was acting
in good faith upon the advice of any such Persons.


 


(e)           Notwithstanding
the appointment of, and the delegation of authority and responsibility to, the
Administrative Agent hereunder, WEST and each Subsidiary shall continue to have
and exercise through its respective Controlling Trustees real and effective
control and management of all matters related to its ongoing business
operations, assets and liabilities, subject to matters that are expressly the
responsibility of the Administrative Agent in accordance with the terms of this
Agreement, and WEST and each Subsidiary shall at all times conduct its separate
ongoing business in such a manner as the same shall at all times be readily
identifiable from the separate business of the Administrative Agent, and
neither WEST nor any Subsidiary is merely lending its name to decisions taken
by others.


 


SECTION 2.03       General Services.  The 
Administrative Agent hereby agrees to perform and provide the following
general services for WEST and each Subsidiary and their respective governing
body:


 


(a)   General Services.  The Administrative Agent shall provide
the following general services:


 


(i)            Board papers; except in such instances in which such
preparation and distribution is required to be done by another party by
Applicable Law, preparation and distribution, at such time as shall be agreed
with the Administrative Agent, of draft trustees or board meeting agendas and
any other papers required in connection with such meetings;


 


(ii)           Books, records and filings; maintaining, or monitoring the
maintenance of, the books, records, registers and associated filings of WEST
and each Subsidiary, other than those required to be maintained by the Delaware
Trustee;


 


(iii)          General administrative assistance; providing any
administrative assistance reasonably necessary to assist WEST or any Subsidiary
in carrying out its obligations, including providing timely notice of decisions
to be made, or actions to be taken, under any of the Related Documents; provided, that if the obligations of WEST or any Subsidiary
under any of the Related Documents are only required upon receipt of notice to
the Administrative Agent, then the Administrative Agent shall provide such
administrative assistance only to the extent it has received such notice or is
otherwise aware of such obligations;


 


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(iv)          Lease, sale and capital investment decisions; assisting WEST
and the Subsidiaries in making its aircraft engine lease, sale and capital
investment decisions including to the extent (A) such assistance is not
contemplated to be provided by the Servicer or Back-Up Servicer, as the case
may be, pursuant to the Servicing Agreement or Back-Up Servicing Agreement, as
the case may be, and (B) such decisions are not required by any Related
Document or Applicable Law to be made by the Controlling Trustees;


 


(v)           Professional advisors; procuring, when the Administrative
Agent considers in good faith that it is appropriate or necessary to do so, and
coordinating the advice of, legal counsel, accounting, tax and other
professional advisers at the expense of WEST or the relevant Subsidiary, to
assist WEST or such Subsidiary in carrying out its obligations, and
supervising, in accordance with instructions from WEST or such Subsidiary, such
legal counsel and other advisers;


 


(vi)          Appraisal services; as frequently as is necessary for WEST
and each Subsidiary to comply with its obligations under the Related Documents,
arranging for the Appraisals to be made and providing the Appraisals to the
relevant Service Providers;


 


(vii)         Servicer and Back-Up Servicer; providing assistance to the
Servicer or Back-Up Servicer, as the case may be, with respect to matters for
which such assistance is contemplated by the Servicing Agreement or Back-Up
Servicing Agreement, as the case may be, or is reasonably necessary in order
for the Servicer or Back-Up Servicer, as the case may be, to perform its duties
in accordance with the Servicing Agreement or Back-Up Servicing Agreement, as
the case may be; and


 


(viii)        Supervisory services; supervising outside counsel and other
professional advisers and coordinating legal and other professional advice
received by WEST and the Subsidiaries other than with respect to any service or
matter which is the responsibility of the Servicer or Back-Up Servicer, as the
case may be, under the Servicing Agreement or Back-Up Servicing Agreement, as
the case may be.


 


(b)     Monitoring Services. The Administrative
Agent shall monitor the performance of the other Service Providers and report
on such performance to the Controlling Trustees on a quarterly basis,
including:


 


(i)            to the extent not provided for in the
relevant agreement, assisting in establishing standards for performance
evaluation and compliance with the terms of such agreement;


 


(ii)           assisting in evaluating the
performance and compliance of each Service Provider against its obligations
under the relevant agreement or such standards as are established pursuant to
subsection 2.03(b)(i) above; and


 


(iii)          implementing any other request by WEST
and the Subsidiaries to evaluate the performance of the Service Providers under
the relevant agreements with WEST and the Subsidiaries, which shall be at the
expense of WEST and the Subsidiaries, to the extent services are required that
are materially greater in scope than those being provided pursuant to the
express terms of this Agreement.


 


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(c)   Rating Agency Services.  To the extent that (x) the following services
are not provided by the other Service Providers, and (y) the relevant
information is provided to the Administrative Agent by WEST and the
Subsidiaries or the Service Providers or is otherwise available to the
Administrative Agent, acting as liaison with the Rating Agencies with respect
to the rating impact of any decisions on behalf of WEST and the Subsidiaries,
the Administrative Agent shall perform the following supplemental services:


 


(i)            Portfolio information; advising the Rating Agencies from time
to time of any material changes in the Portfolio, coordinating with WEST and
the Subsidiaries and the Service Providers and providing the Rating Agencies
with such statistical and other information as they may from time to time
request (such information to be provided at the expense of WEST and the
Subsidiaries to the extent that providing such information requires services
that are materially greater in scope than those being provided pursuant to the
express terms of this Agreement); and


 


(ii)           Notes information; providing the Rating Agencies with the
Outstanding Principal Balance of each Series of Notes and loan-to-value ratios.


 


(d)   Documentation and Letters of Credit.  To the extent that the following services are
not provided by the Servicer or Back-Up Servicer, as the case may be, providing
assistance to WEST and the Subsidiaries in procuring Lessee consents, novations
and other documentation and in taking all other actions necessary in connection
with the reissue or amendment of letters of credit.


 


(e)   Closing Services.  To the extent that the following services are
not provided by the Servicer or Back-Up Servicer, as the case may be, providing
assistance to WEST and the Subsidiaries in (1) the re-lease and/or sale of
the Engines, (2) the acquisition of Additional Engines and
(3) financing transactions relating to WEST and the Subsidiaries after the
Initial Closing Date, including:


 


(i)            Coordination;
coordinating with the Service Providers, legal and other professional advisers
to monitor the protection of the interests and rights of WEST and the
Subsidiaries, coordinating the execution of documentation required at closings,
and assisting in the management of the closing process so that closings will
occur on a timely basis;


 


(ii)           Closing support;
providing qualified personnel to attend and provide administrative support
(including the preparation of any certificates required pursuant to the
Servicing Agreement or Back-Up Servicing Agreement, as the case may be) at the
closings in connection with sales or re-leases of the Engines and the
acquisition of any Additional Engines, if required (it being understood that
the Administrative Agent will not be obligated to provide legal counsel or
legal or technical services to WEST and the Subsidiaries);


 


(iii)          Documentation support;
providing all necessary administrative support to complete any documentation
and other related matters; and


 


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(iv)          Appointments;
appointing counsel and other appropriate professional advisers to represent WEST and the Subsidiaries in connection with
any such closings.


 


(f)    Filings and Reports.  Based on information produced or provided to
it, the Administrative Agent shall cause all reports to be prepared, filed
and/or distributed by WEST or any Subsidiary or its governing bodies, with the
assistance of outside counsel and auditors, if appropriate, including:


 


(i)            Investor reports;
reports required or recommended to be distributed to investors (including
reports substantially in the form of Exhibit N to the Indenture, which shall be
provided to the Indenture Trustee by the fifth Business Day before any Payment
Date or any other date for distribution of any payments with respect to any
Series of Notes then Outstanding), and in connection therewith, managing
investor relations on behalf of WEST and the Subsidiaries with the assistance
of outside counsel and auditors, if appropriate, and preparing or arranging for
the preparation and distribution of such reports at the expense of WEST and the
Subsidiaries; and


 


(ii)           Governmental reports;
reports required to be filed with any Governmental Authorities, and in
connection therewith, preparing on behalf of WEST or any Subsidiary or
arranging for the preparation of and arranging for the filing of any reports
required to be filed with any other entity in order for WEST or such Subsidiary
not to be in violation of Applicable Law or any applicable covenants.


 


(g)   Amendments. 
The Administrative Agent shall provide the following services with
respect to amendments of the Related Documents and the Leases:


 


(i)            Related Documents; reporting on the substance of any
proposed amendments to any Related Documents;


 


(ii)           Execution and delivery of amendments; to the extent
requested by WEST and the Subsidiaries or by the parties to Related Documents
and subject to approval by the appropriate Controlling Trustees, coordinating
with the legal counsel of WEST and the Subsidiaries, the other parties thereto
and their counsel the preparation and execution of any amendments to the
Related Documents (other than amendments relating to the Engines or the
Leases), and providing assistance in the implementation of such amendments; and


 


(iii)          Lease amendments; to the extent reasonably requested by the
Servicer or Back-Up Servicer, as the case may be, coordinating and providing
assistance on behalf of WEST and the Subsidiaries with such party and seeking
to obtain appropriate approvals to take any action which may be required to
amend the terms of the Leases.


 


(h)   Lease Defaults.  To the extent reasonably requested by the
Servicer or Back-Up Servicer, as the case may be, the Administrative Agent
shall coordinate and provide assistance on behalf of WEST and the Subsidiaries
with such party and outside counsel in a Lessee default or repossession
situation.


 


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(i)    Payment of Bills.  The Administrative Agent shall authorize
payment of bills and expenses (i) payable to legal and professional
advisers authorized to be engaged or consulted pursuant to this Agreement or
(ii) approved by the Controlling Trustees.


 


(j)    Servicing Agreement; Back-Up
Servicing Agreement.  The
Administrative Agent shall provide assistance to WEST with respect to matters
for which action by WEST is required under the Servicing Agreement or Back-Up
Servicing Agreement, as the case may be, or the Indenture, including such
assistance that may be necessary for WEST to:


 


(i)            comply
with Sections 6.07, 7.05(a) and 7.06 of the Servicing Agreement or Back-Up
Servicing Agreement, as the case may be;


 


(ii)           provide
such instructions to the Servicer or Back-Up Servicer, as the case may be, as
such party may require in interpreting the Indenture and the Concentration
Limits;


 


(iii)          direct
the Servicer or Back-Up Servicer, as the case may be, to amend the minimum hull
and liability insurance coverage amounts set forth in
Schedule 1.03(a) to Schedule 2.02(a) to the Servicing
Agreement or Back-Up Servicing Agreement, as the case may be (“Schedule 2.02(a)”);


 


(iv)          direct
the Servicer or Back-Up Servicer, as the case may be, as to whether settlement
offers received by such party with respect to claims for damage or loss in
excess of $500,000 with respect to an Engine Asset are acceptable;


 


(v)           request
periodic reports from the Servicer or Back-Up Servicer, as the case may be,
regarding insurance matters;


 


(vi)          provide
the Servicer or Back-Up Servicer, as the case may be, with such information as
such party may reasonably request in connection with the Concentration Limits
and certify to such party that proposed Engine-related transactions will not
result in the violation of such Concentration Limits;


 


(vii)         advise
the Servicer or Back-Up Servicer, as the case may be, as required by Schedule
2.02(a);


 


(viii)        direct
the Servicer or Back-Up Servicer, as the case may be, to arrange for the sale
of an Engine Asset and certify to such party that such sale complies with the
terms of the Indenture;


 


(ix)           make
any discretionary decisions, judgments or assumptions necessary in connection
with the preparation of any projections, and provide the Servicer or Back-Up
Servicer, as the case may be, with any written policies and guidelines that
such party shall require in connection with such preparation; and


 


(x)            request
information and assistance from the Servicer or Back-Up Servicer, as the case
may be, in regard to appraisals of Engine Assets in accordance with
Section 5.01 of Schedule 2.02(a).


 


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(k)   Events of Default.  The Administrative Agent shall inform the
Controlling Trustees as soon as is reasonably practicable if the Administrative
Agent believes that (i) net revenues generated by the Leases will be
insufficient to satisfy the payment obligations of WEST and the Subsidiaries
and (ii) an Event of Default will result from such insufficiency, and
advise the Controlling Trustees as to any appropriate action to be taken
(subject to the provisions of the Related Documents) with respect to such
insufficiency and cause the actions directed by the Controlling Trustees to be
implemented so as to avoid an Event of Default, if it is possible to do so.


 


(l)    Restricted Cash Amounts.  The Administrative Agent shall advise the
Controlling Trustees, the Indenture Trustee and the Independent Controlling Trustee as to the appropriate
levels of the Senior Restricted Cash Amount and the Junior Restricted Cash
Amount;


 


(m)  Letters of Credit.  The Administrative Agent shall determine
whether it is necessary at any time that WEST make a drawing under any back-up
letter of credit of which WEST is the beneficiary in accordance with the terms
of the applicable letter of credit agreement and the terms of the Related
Documents and, if so, administer such drawing on WEST’s behalf.


 


SECTION 2.04       Bank Account Management and
Calculation Services. 
The  Administrative Agent hereby
agrees to perform and provide the following bank account management and
calculation services:


 


(a)           (i)            Operating
Banks.  The Operating Bank shall be
the Indenture Trustee, initially (as of the Initial Closing Date) Deutsche Bank
Trust Company Americas, and such other Eligible Institutions as WEST shall
designate in accordance with the requirements of the Indenture.


 


(ii)     Maintenance
of Accounts.  The Administrative
Agent shall maintain each of the Accounts set forth on Schedule I hereto, in
each case in the manner described herein and in Section 3.01 of the
Indenture.  The Administrative Agent
shall take all actions necessary to establish, and shall establish, additional
or replacement Accounts from time to time as required by and in accordance with
the terms of Section 3.01 of the Indenture.  In addition, the Administrative Agent shall
take all actions necessary to cause the Indenture Trustee to be granted, to the
extent possible, a security interest pursuant to Section 2.01 of the
Security Trust Agreement in the interest of WEST and each Subsidiary in the
cash balances from time to time deposited in the Accounts.


 


(iii)    Successor
Operating Bank.  If any Operating
Bank should change as a result of (A) the resignation of the Indenture
Trustee or replacement of the Indenture Trustee by an Eligible Institution
pursuant to the terms of the Indenture, (B) the repayment in full of the
Series A Notes or (C) such Operating Bank’s failure to meet the criteria
necessary to qualify as an Eligible Institution, the Administrative Agent,
acting on behalf of the Indenture Trustee, shall thereupon promptly establish
replacement Accounts as necessary at a successor Operating Bank and transfer
the balance of funds in each Account then maintained at the former Operating
Bank to such successor Operating Bank.


 


8





















 


(b)   Description of Accounts.  (i)  Accounts.  The Administrative Agent shall maintain at an
Operating Bank in the name of WEST or the applicable Subsidiary and pledged to
the Indenture Trustee pursuant to the Security Trust Agreement the following
Accounts:


 


(A)      the Collections Account in accordance with
Section 3.02 of
the Indenture.


 


(B)       the Engine Reserve Account in accordance
with Section 3.06 of the Indenture.


 


(C)       the Security Deposit Account in
accordance with Section 3.07 of the Indenture.


 


(D)      the Senior Restricted Cash Account in
accordance with Section 3.04 of the Indenture.


 


(E)       the Junior Restricted Cash Account in
accordance with Section 3.05 of the Indenture.


 


(F)       the Expense Account in accordance with
Section 3.08 of the Indenture.


 


(G)       the Engine Acquisition Account in
accordance with Section 3.03 of the Indenture.


 


(H)      the Redemption/Defeasance Account in
accordance with Section 3.10 of the Indenture.


 


(I)        the Engine Replacement Account in
accordance with Section 3.11 of the Indenture.


 


(J)         the Series Accounts in accordance with
Section 3.09 of the Indenture.


 


(ii)           Bank
Account Statements.  The
Administrative Agent shall take all necessary steps to ensure that the
Indenture Trustee, as an Operating Bank, and each Operating Bank at which an
Account is located shall furnish as of the close of business on each
Determination Date a statement providing the then current Balance of each
applicable Account to the Indenture Trustee, WEST, the Servicer or the Back-Up
Servicer.


 


(iii)          Maintaining
the Accounts.  So long as any Secured
Obligations (as defined in the Security Trust Agreement) remain Outstanding:


 


(A)          The
Administrative Agent shall maintain, or cause to be maintained, each  Account in the name of the related Grantor
(as defined in the Security Trust Agreement) only with a bank (an “Account Bank”) that has entered into a letter agreement in
substantially the form of Exhibit C to the Security Trust Agreement 


 


9





















 


(or made such other arrangements as are acceptable to
the Administrative Agent and the Indenture Trustee) with such Grantor and the
Indenture Trustee (an “Account Letter”).


 


(B)           The
Administrative Agent shall promptly instruct each Person obligated at any time
to make any payment to any Grantor for any reason (an “Obligor”)
to make such payment to an Account meeting the requirements of
clause 2.04(b)(iii)(A)
above.


 


(C)           Upon
the termination of any Account Letter or other arrangement with respect to the
maintenance of an Account by any Grantor or any Account Bank, the
Administrative Agent shall immediately notify all Obligors (as defined in the
Security Trust Agreement) that were making payments to such Account to make all
future payments to another Account meeting the requirements of
clause (A) above.


 


(c)   Calculations. 
Pursuant to Section 3.12 of the Indenture, the Administrative Agent
shall, at the times and in the manner set forth therein, determine or calculate
each of the amounts required to be determined or calculated by it pursuant to
Sections 3.12(a) through (e) of the Indenture and determine any Stated Interest
Shortfall, Base Interest Shortfall, Net Stated Interest Shortfall, Net Base
Interest Shortfall, Series A Scheduled Payment Shortfall, Series B Scheduled
Payment Shortfall or Final Principal Payment Shortfall pursuant to
Section 3.12(d) of the Indenture.


 


(d)   Withdrawals and Transfers.  The Administrative Agent shall direct the
Operating Bank in writing to make the following withdrawals and transfers in
accordance with the terms of the Indenture:


 


(i)      Closing
Date Deposits, Withdrawals and Transfers. 
On the Initial Closing Date and each other Closing Date, as applicable,
the Administrative Agent shall make each of the transfers described in Sections
3.03, 3.04, 3.05, 3.06, 3.07 and 3.08 of the Indenture in accordance with such
respective Section.


 


(ii)     Interim
Deposits and Withdrawals.  From time
to time, the Administrative Agent shall make the withdrawals, deposits and
transfers provided for in Sections 3.02, 3.06, 3.07 and 3.08 of the Indenture
in accordance with such respective Section.


 


(iii)    Payment
Date Withdrawals and Transfers.  On
each Payment Date, each Delivery Date and each Funding Date, as applicable, the
Administrative Agent shall instruct the Indenture Trustee to make the
withdrawals and transfers provided for in Sections 3.02, 3.03, 3.04, 3.05,
3.06, 3.07, 3.08, 3.09, 3.11 and 3.13(a) of the Indenture in accordance with
such respective Section.


 


(iv)    Event
of Default (Prior to a Collateral Liquidation Notice) Withdrawals and Transfers.  Notwithstanding anything to the contrary
contained in Section 2.04(d)  hereof, if an Early Amortization Event or
an Event of Default (or a combination of both) has occurred and is then
continuing, the Administrative Agent shall 


 


10





















 


distribute funds on deposit in the Collections Account
in the amounts and in the order of priority provided for in
Section 3.13(b) of the Indenture.


 


(v)            Event of Default (After a
Collateral Liquidation Notice) Withdrawals and Transfers.   Notwithstanding anything to the contrary
contained in Section 2.04(d) hereof, following the delivery of a Collateral
Liquidation Notice to the Indenture Trustee, the Administrative Agent shall
distribute funds on deposit in the Collections Account in the order of priority
provided for in Section 3.13(c) of the Indenture.


 


(vi)           Defeasance/Redemption Transfers.  The Administrative Agent shall transfer from
time to time amounts on deposit in the Redemption Account to the applicable
Series Account in connection with either the redemption of any Series of Notes
in accordance with Sections 3.10(c) and 3.16 of the Indenture or the exercise of the defeasance
provisions set forth in Article XII of the Indenture.


 


(vii)          Currency Conversions.  If and to the extent that WEST incurs any
payment obligation or other cost in a currency other than U.S. dollars, the
Administrative Agent shall, to the extent practicable, convert U.S. dollars
into such other currency at the then prevailing market rate as necessary to
discharge such payment obligations or costs, at the expense of WEST in
accordance with Section 13.06 of the Indenture.


 


(e)   Ratings and the Accounts.  Each Account shall at all times be maintained
at an Operating Bank or another Eligible Institution selected by the
Administrative Agent in accordance with the Security Trust Agreement and the
Indenture.


 


(f)    Records.  The
Administrative Agent shall provide such information relating to the Accounts to
the Indenture Trustee or the Rating Agencies as any of them may reasonably
request from time to time.


 


(g)   Reports.  The
Administrative Agent shall provide the reports and other information required
to be provided by it pursuant to Section 2.13 of the Indenture,
together with copies of such additional reports or other information as the
Indenture Trustee may reasonably request, all in accordance with the terms of
the Indenture.


 


(h)   Investment
Directions  Upon written
instructions from WEST, the Administrative Agent shall provide the directions
to the Indenture Trustee to invest the funds on deposit in the Accounts in
Permitted Investments as contemplated by Section 3.01(d) of the Indenture.


 


SECTION 2.05       Accounting Services.  The Administrative Agent hereby agrees to
perform and provide the following accounting services:


 


(a)   Budgeting Process.  The Administrative Agent shall, in accordance
with the procedures, policies and guidelines described below and on the basis
of information generated by the Administrative Agent and information provided
by the Service Providers and WEST and the Subsidiaries:


 


11





















 


(i)            in
respect of the Initial Period and in respect of each One Year Period after the
Initial Period during the term of the Servicing Agreement or Back-Up Servicing
Agreement, as the case may be, and on behalf of WEST and the Subsidiaries,
prepare and deliver to the Servicer or the Back-Up Servicer, as the case may
be, no later than the November 30 immediately preceding the commencement
of each Year, proposed Operating Budgets and Asset Expenses Budgets for each
such period together with reasonably detailed supporting information and the
assumptions underlying such proposed Operating Budgets or Asset Expenses
Budgets, such proposed Operating Budgets and Asset Expenses Budgets to be
based, in part, on the information provided by the Servicer or Back-Up
Servicer, as the case may be, pursuant to Section 7.05(c) of the
Servicing Agreement or Back-Up Servicing Agreement, as the case may be, and
present them to WEST and the Subsidiaries for approval;


 


(ii)           on
behalf of WEST and the Subsidiaries, review, discuss and negotiate with the
Servicer or Back-Up Servicer, as the case may be, such proposed Operating
Budgets and Asset Expenses Budgets, and make such adjustments proposed by such
party as the Administrative Agent shall deem appropriate; and


 


(iii)          submit
to the Servicer or Back-Up Servicer, as the case may be, no later than the
December 20 immediately preceding the commencement of such Year the Budgets
together with reasonably detailed information regarding WEST’s underlying
assumptions.


 


(b)   Management Accounts and
Financial Statements.  The
Administrative Agent shall, in accordance with the procedures, policies and
guidelines described below and on the basis of information generated by the
Administrative Agent and information provided by the Service Providers, WEST
and the Subsidiaries:


 


(i)            establish
an accounting system and maintain the accounting ledgers of and for WEST and
each Subsidiary in accordance with U.S. GAAP, unless otherwise required by
Applicable Law and specified by the Controlling Trustees (collectively, the “Ledgers”);


 


(ii)           prepare
and deliver (within 40 days after the end of the relevant Quarter or, if the
end of such Quarter coincides with the end of a Year, within 75 days after the
end of such Year), with respect to WEST and the Subsidiaries, on a consolidated
basis, a draft balance sheet and draft statement of changes in shareholders’
equity or residual trust interest as of the end of each Quarter and Year, as
applicable, and draft statements of income and cash flows for each such Quarter
and Year, as applicable (the “Consolidated Quarterly
Draft Accounts”);


 


(iii)          to
the extent required by Applicable Law, prepare and deliver (within 60 days
after the end of the relevant Quarter or, if the end of such Quarter coincides
with the end of a Year, within 120 days after the end of such Year), with
respect to WEST and the Subsidiaries on a combined basis and such of WEST and
the Subsidiaries as are specified by the Controlling Trustees in a written
schedule provided to the Administrative Agent (which schedule may be updated by
the Controlling Trustees to 


 


12





















 


the Administrative Agent delivered at least 30 days
prior to the commencement of the relevant Quarter), on a consolidating
company-by-company basis, a draft balance sheet and statement of changes in
shareholders’ equity or residual trust interest as of the end of each Quarter
and Year, as applicable, with respect to WEST or such Subsidiary and draft
statements of income and cash flows for such Quarter and Year, as applicable
(the “Consolidating Quarterly Draft Accounts”
and, together with the Consolidated Quarterly Draft Accounts, the “Draft Accounts”);


 


(iv)          arrange
and manage the quarterly review of the Draft Accounts by the auditors of WEST
and the Subsidiaries;


 


(v)           arrange
for, coordinate with and assist the auditors of WEST and the Subsidiaries in
preparing annual audits;


 


(vi)          prepare
or arrange for the preparation of and arrange for the filing of the tax returns
of WEST and the Subsidiaries in conjunction with tax advisers of WEST and the
Subsidiaries after submission to the Controlling Trustees to the extent
required by the Controlling Trustees or Applicable Law;


 


(vii)         liaise
with the Servicer or Back-Up Servicer, as the case may be, for the purpose of
preparing the monthly reports in accordance with Sections 8.01 and 8.02 of
Schedule 2.02(a) of the Servicing Agreement or Back-Up Servicing
Agreement, as the case may be; and


 


(viii)        compare
the expected cash flows of WEST and the Subsidiaries and the Budgets to actual results;


 


provided, however, that WEST and
the Subsidiaries shall retain responsibility for the Ledgers and Draft
Accounts, including all discretionary decisions and judgments relating to the
preparation and maintenance thereof, and WEST and the Subsidiaries shall retain
responsibility for its financial statements.


 


(c)   Accounting Standards.  The Administrative Agent shall prepare the
Draft Accounts in accordance with U.S. GAAP unless otherwise required by
Applicable Law and specified by the Controlling Trustees.  In connection with the preparation of the
Consolidated Quarterly Draft Accounts, the Controlling Trustees will provide to
the Administrative Agent, at such times as the Administrative Agent may
require, a review report (as defined by the Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants) of the independent public accountants of WEST and the
Subsidiaries with respect to the financial statements of WEST and the
Subsidiaries for, or as of the end of, such Quarter, including in such report
such accountants’ statement that, based on its review of such financial
statements, it is not aware of any material modifications that should be made
to such financial statements in order for them to be in conformity with U.S.
GAAP or other applicable accounting principles; provided,
however, that, with respect to such financial statements for, or as
of the end of, any Quarter (other than the last Quarter of any Year), in the
event that WEST and the Subsidiaries do not include (or cause to be included)
any material disclosure required by U.S. GAAP or other applicable accounting
principles to be included 


 


13





















 


within footnotes to such financial statements, such
review report may be qualified solely by stating that the only modification
that should be made to such financial statements in order for them to be in
conformity with U.S. GAAP or other applicable accounting principles is the
inclusion of such disclosure; provided further, however,
that such qualification may not relate to any footnote to such financial
statements.


 


(d)   Guidelines for Draft Accounts.  The Administrative Agent shall be entitled to
request instructions from the Controlling Trustees as to general guidelines or
principles to be followed in preparing Draft Accounts and as to amending or
supplementing any such guidelines or principles.


 


SECTION 2.06       Additional Administrative Services.  The Administrative Agent will provide
additional Administrative Services, including (a) providing assistance in
the issuance of any Additional Notes and (b) undertaking efforts to avoid
any adverse change in the tax status of WEST or any Subsidiary.  In addition, upon a request by WEST or any
Subsidiary, the Administrative Agent will take such other actions as may be
appropriate to facilitate the business operations of WEST or such Subsidiary
and assist the Controlling Trustees in carrying out their obligations; provided, however, that the Administrative Agent will not be
obligated or permitted to take any action that might reasonably be expected to
result in the business of WEST or such Subsidiary ceasing to be separate and
readily identifiable from, and independent of, the Administrative Agent and any
of its Affiliates.


 


SECTION 2.07       Additional Engine.  In the event that WEST and the Subsidiaries
shall acquire any Additional Engines and notwithstanding that WEST and the
Subsidiaries may retain different Service Providers for such Additional
Engines, the Administrative Agent hereby agrees to provide the Administrative
Services specified herein with respect to all such Additional Engines.


 


SECTION 2.08       New Subsidiaries.  The Administrative Agent shall be responsible
for coordinating with outside legal counsel, auditors, tax advisers and other
professional advisers with respect to all corporate and administrative matters
relating to the formation, operation, corporate affairs and related matters
with respect to all Subsidiaries which are or may become members of WEST and
the Subsidiaries, including identifying such outside advisers, a potential
company secretary and candidates for trustee to the extent necessary, and shall
be permitted to incur expenses in respect of such Subsidiaries without the
consent of WEST and the Subsidiaries up to such aggregate amount as shall be
authorized from time to time by the Controlling Trustees.  To the extent that the Administrative Agent
shall deem it necessary or desirable in order for WEST and the Subsidiaries to
carry on its business, the Administrative Agent shall have the authority to
assist in the formation of new Subsidiaries of WEST and to appoint any director
to any such Subsidiary without the consent of WEST and the Subsidiaries; provided that such directors shall be the Controlling
Trustees and Independent Trustees of WEST then in office unless otherwise
required by applicable local law mandating a particular citizenship for
directors.  The Administrative Agent and
its personnel may act as company secretary for any Subsidiary.


 


SECTION 2.09       Responsibility of WEST and the
Subsidiaries. 
(a)  The obligations of the Administrative Agent hereunder are
limited to those matters that are expressly the 


 


14





















 


responsibility of the Administrative Agent in accordance with the terms
of this Agreement.  Notwithstanding the
appointment of the Administrative Agent to perform the Administrative Services,
WEST and each Subsidiary shall remain responsible for all matters and decisions
related to its business, operations, assets and liabilities.


 


(b)           Without
derogating from the authority and responsibility of the Administrative Agent
with respect to the performance of certain of the Administrative Services as
set forth in this Agreement, it is hereby expressly agreed and acknowledged
that the Administrative Agent is not authorized or empowered to make or enter
into any agreement, contract or other legally binding arrangement, in respect
of or relating to the business or affairs of WEST or any Subsidiary, or pledge
the credit of, incur any indebtedness on behalf of or expend any funds of WEST
or any Subsidiary other than as expressly permitted in accordance with the
terms of this Agreement, all such authority and power being reserved to WEST or
the appropriate Subsidiary or the Indenture Trustee, as the case may be.


 


ARTICLE 3



STANDARD OF PERFORMANCE; LIABILITY AND INDEMNITY


 


SECTION 3.01       Standard of Performance.  The Administrative Agent will devote the same
amount of time, attention and resources to and will be required to exercise the
same level of skill, care and diligence in the performance of its services as
it would if it were administering such services on its own behalf (the “Standard of Performance”).


 


SECTION 3.02       Conflicts of Interest.  (a) 
WEST and each Subsidiary acknowledge and agree that (i) in addition to
the Administrative Services under this Agreement, the Administrative Agent may
provide, and shall be entitled to provide, from time to time, the
administrative services for itself or its Affiliates (other than WEST and each
Subsidiary) (“Other Administrative Services”);
(ii) in addition to the Administrative Services and Other Administrative
Services, the Administrative Agent 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) notwithstanding
Section 3.02(b) below, in the course of conducting such activities, the
Administrative Agent may from time to time have conflicts of interest in
performing its duties on behalf of the various entities to whom it provides the
administrative or 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
Administrative Agent shall perform the Administrative Services in accordance
with the Standard of Performance and the Administrative Agent Conflicts
Standard set forth in Section 3.02(b).


 


(b)           If
conflicts of interest arise regarding any Administrative Service, on the one
hand, and any Other Administrative Service, on the other hand, the
Administrative Agent shall promptly notify WEST.   The Administrative Agent shall perform the
Administrative Services in good faith and the Administrative Agent shall not discriminate
between such Administrative Service and such Other Administrative Service on an
unreasonable basis (the standard set forth in this Section 3.02(b) shall be
referred to collectively as the “Administrative Agent
Conflicts Standard”).


 


15





















 


SECTION 3.03       Liability and Indemnity.  (a) 
The Administrative Agent shall not be liable for any Losses or Taxes to
or of, or payable by, WEST or any Subsidiary at any time from any cause
whatsoever or any Losses or Taxes directly or indirectly arising out of or in
connection with or related to the performance by the Administrative Agent of
this Agreement unless such Losses or Taxes are the result of the Administrative
Agent’s own willful misconduct, gross negligence, deceit or fraud or that of
any of its directors, officers, agents or employees, as the case may be.


 


(b)           Notwithstanding
anything to the contrary set forth in any other agreement to which WEST or any
Subsidiary is a party, 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 Administrative Agent, its directors, officers, employees and agents
and each of them from any and all Losses, to the extent that the Losses exceed
recoveries under insurance policies maintained by WEST or the Servicer, or
Taxes that may be imposed on, incurred by or asserted against any of them
arising out of, in connection with or related to the Administrative Agent’s
performance under this Agreement (including any Losses or Taxes incurred by the
Administrative Agent as a result of indemnifying any Person to whom it shall
have delegated its obligations hereunder in accordance with Section 9.01,
but only to the extent the Administrative Agent would have been indemnified had
it performed such obligations), except as a result of the willful misconduct,
deceit, gross negligence or fraud of the Administrative Agent or any of its
directors, officers, employees or agents. 
This indemnity shall not apply to:


 


(i)            Taxes
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
Administrative Agent due to the performance of the Administrative Services; and


 


(ii)           Taxes
imposed on net income of the Administrative Agent by any Government Authority
other than the revenue authorities of the United States or the State of
California to the extent such Taxes would not have been imposed in the absence
of any connection of the Administrative Agent with such jurisdiction imposing
such Taxes other than any connection that results from the performance by the
Administrative Agent of its obligations under this Agreement.


 


This
indemnity shall expressly inure to the benefit of any director, officer, agent
or employee of the Administrative Agent now existing or in the future and to
the benefit of any successor of the Administrative Agent and shall survive the
expiration of this Agreement.


 


(c)           The
Administrative Agent agrees to indemnify, reimburse and hold harmless on an
After-Tax Basis WEST and each Subsidiary and its respective trustees, directors
and agents for any Losses whatsoever which they or any of them may incur or be
subject to in consequence of the performance of the Administrative Services or
any breach of the terms of this Agreement by the Administrative Agent, but only
to the extent such Losses arise due to the willful misconduct, gross
negligence, deceit or fraud of the Administrative Agent or any of its 


 


16





















 


directors, officers or employees, as the case may be; provided, however, that this indemnity shall not apply and
the Administrative Agent shall have no liability in respect of Losses to the
extent that they arise from (i) the willful misconduct, gross negligence,
deceit or fraud of WEST or any Subsidiary or their respective directors,
trustees or agents, (ii) any breach by the Administrative Agent of its
obligations under this Agreement to the extent such breach is a result of a
Service Provider’s failure to perform its obligations to WEST and the
Subsidiaries or a failure by WEST and the Subsidiaries to comply with their
obligations under this Agreement, (iii) any action that WEST and the
Subsidiaries require the Administrative Agent to take pursuant to a direction
but only to the extent that the Administrative Agent takes such action in
accordance with such direction and in accordance with the provisions hereof or
(iv) a refusal by WEST and the Subsidiaries to take action upon a
recommendation made in good faith by the Administrative Agent in accordance
with the terms hereof.


 


(d)           The
Administrative Agent, WEST and the Subsidiaries and the Indenture Trustee
acknowledge and agree that the terms of this Agreement contemplate that the
Administrative Agent shall receive the Relevant Information in order for the
Administrative Agent to make required credit and debit entries and to make the
calculations and supply the information and reports required herein, and that
the Administrative Agent will do the foregoing to the extent such information
is so provided by such relevant parties and on the basis of such information,
without undertaking any independent verification or recalculation of such
information.


 


ARTICLE 4



REPRESENTATIONS AND WARRANTIES


 


SECTION 4.01       Representations and Warranties
by Administrative Agent. 
The Administrative Agent represents and warrants to WEST and the
Subsidiaries as follows:


 


(a)           The
Administrative Agent 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 Administrative Agent 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.


 


(b)           This
Agreement has been duly executed and delivered by the Administrative Agent and
is a legal, valid and binding obligation of the Administrative Agent
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.


 


(c)           Neither
the execution and delivery of this Agreement by the Administrative Agent nor
the performance by the Administrative Agent of any of its obligations under
this Agreement will (i) violate any provision of the constituent documents
of the Administrative Agent, (ii) violate any order, writ, injunction,
judgment or decree applicable to the Administrative Agent 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 


 


17





















 


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 Administrative Agent is a party or by which
the Administrative Agent or any of its properties or assets may be bound.


 


ARTICLE 5



ADMINISTRATIVE AGENT UNDERTAKINGS


 


SECTION 5.01       Administrative Agent Undertakings.  The Administrative Agent hereby covenants
with WEST and the Subsidiaries that, during the term of this Agreement, it will
conduct its business such that it is a separate and readily identifiable
business from, and independent of, WEST and each Subsidiary and further
covenants as follows (it being understood that these covenants shall not
prevent the Administrative Agent or any of its Affiliates from publishing
financial statements that are consolidated with those of WEST or any
Subsidiary, if to do so is required by Applicable Law or GAAP, and that the
Administrative Agent and any of its Affiliates and WEST or any Subsidiary may
file a consolidated tax return for United States federal, state and local
income tax purposes:


 


(a)           if
the Administrative Agent receives any money whatsoever, which money belongs to
WEST or any Subsidiary or the Indenture Trustee or is to be paid to WEST or any
Subsidiary or the Indenture Trustee or into any account pursuant to any Related
Document or otherwise, it will hold such money in trust for WEST or such Subsidiary
or the Indenture Trustee, as the case may be, and shall keep such money
separate from all other money belonging to the Administrative Agent and shall
as promptly as practicable thereafter pay the same into the relevant account in
accordance with the terms of the Indenture without exercising any right of
setoff;


 


(b)           it
will perform all of its obligations set forth in the Indenture and the other
Related Documents and it will comply with any proper directions, orders and
instructions which WEST or any Subsidiary or the Indenture Trustee may from
time to time give to it in accordance with the provisions of this Agreement and
the Indenture; provided that to the extent any
conflicts arise between instructions received from WEST or a Subsidiary and the
Indenture Trustee, the Administrative Agent shall comply with the instructions
of WEST or such Subsidiary, unless such instructions relate to the Bank Account
Management Services described in Section 2.04 and then in such case the
Administrative Agent shall comply only with the instructions of the Indenture
Trustee;


 


(c)           it
will not knowingly fail to comply with any legal requirements in the
performance of the Administrative Services;


 


(d)           it
will make all payments required to be made by it at any time and from time to
time pursuant to this Agreement on the required date for payment thereof and
shall turn over any amounts owed to the Indenture Trustee, WEST or any
Subsidiary or the Indenture Trustee without set-off or counterclaim;


 


18





















 


(e)                                  it
will not take any steps for the purpose of procuring the appointment of any
administrative receiver or the making of an administrative order or for
instituting any bankruptcy, reorganization, arrangement, insolvency, winding
up, liquidation, composition or any like proceedings under the laws of any
jurisdiction in respect of WEST or any Subsidiary or in respect of any of their
respective liabilities, including, without limitation, as a result of any claim
or interest of the Administrative Agent or any of its Affiliates;


 


(f)                                    it
will cooperate with WEST and each Subsidiary and its respective trustees,
directors and agents and the Indenture Trustee, including by providing such
information as may reasonably be requested, to permit WEST and the Subsidiaries
or their authorized agents to monitor the Administrative Agent’s compliance
with its obligations under this Agreement;


 


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


 


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


 


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


 


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


 


(k)                                  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;


 


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


 


(m)                               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;


 


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


 


(o)                                 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;


 


(p)                                 it
will not enter into any agreements between it and WEST or any Subsidiary that
are more favorable to either party than agreements 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 Documents in effect on the
date hereof (it being understood that the parties hereto do not intend by this
covenant to ratify any self-dealing transactions); and


 


19





















 


(q)                                 it
will (i) forward promptly to the Servicer or Back-Up Servicer, as the case
may be, a copy of any material communication received from any Person in
relation to any Lease or Engine; (ii) grant such access to the Servicer or
Back-Up Servicer, as the case may be, to its books of account, documents and
other records and to U.S. employees to the extent that the same relate to the
obligations of the Administrative Agent hereunder; provided,
however, that the Servicer or Back-Up Servicer, as the case may be,
shall not have access to the minutes of the Administrative Agent’s board
meetings or to any privileged, confidential or proprietary information or
materials (except to the extent that such information or materials are
generated by the Administrative Agent in the course of the performance of its
obligations hereunder); and (iii) execute and deliver such documents and
do such acts and things as the Servicer or Back-Up Servicer, as the case may
be, may reasonably request in order to effect the purposes of the Servicing
Agreement, or Back-Up Servicing Agreement, as the case may be.


 


ARTICLE 6



UNDERTAKINGS OF WEST GROUP


 


SECTION 6.01                    Cooperation.  WEST and the Subsidiaries shall use
commercially reasonable efforts to cause any Service Provider to, at all times
cooperate with the Administrative Agent to enable the Administrative Agent to
provide the Administrative Services, including providing the Administrative
Agent with all powers of attorney as may be reasonably necessary or appropriate
for the Administrative Agent to perform the Administrative Services in
accordance with this Agreement.


 


SECTION 6.02                    Information.  WEST will provide the Administrative Agent
with the following information in respect of itself and each Subsidiary:


 


(a)                                  copies
of all Related Documents, including the articles of incorporation, by-laws,
trust agreements (or equivalent documents) of WEST and each Subsidiary, and
copies of all books and records maintained on behalf of WEST and each such
Subsidiary;


 


(b)                                 details
of all bank accounts and bank mandates maintained by WEST or any Subsidiary;


 


(c)                                  names
of and contact information with respect to the controlling trustees or board
members for WEST and each Subsidiary;


 


(d)                                 such
other information as is necessary to the Administrative Agent’s performance of
the Administrative Services; and


 


(e)                                  a
copy of any information provided to WEST and the Subsidiaries pursuant to the
Servicing Agreement;


 


provided that such information as
is referred to in this Section 6.02 (with the exception of
paragraphs (d) and (e)) shall be provided to the Administrative Agent
upon execution of this Agreement and, in respect of any amendment or changes to
the information provided to the Administrative Agent upon execution of this
Agreement, promptly following the effectiveness of such amendments or changes.


 


20





















 


SECTION 6.03                    Scope of Services.  (a)  WEST or any Subsidiary shall
consult with the Administrative Agent and obtain it’s express written consent
prior to entering into any agreement, amendment or other modification of any
Lease or taking any other action that has the effect of increasing in any
material respect the scope, nature or level of the Administrative Services to
be provided under this Agreement.  The
Administrative Agent shall not be obligated to perform the affected
Administrative Services to the extent of such increase unless and until the Administrative
Agent and WEST and the Subsidiaries shall agree on the terms of such increased
Administrative Services (it being understood that (i) the Administrative
Agent shall have no liability to WEST or any Subsidiary directly or indirectly
arising out of, in connection with or related to the Administrative Agent’s
failure to perform such increased Administrative Services prior to any such
agreement and (ii) WEST and the Subsidiaries shall not be permitted to
engage another Person to perform the affected Administrative Services without
the prior written consent of the Administrative Agent unless the Administrative
Agent has indicated it is unable or unwilling to act in respect of the affected
Administrative Service or the Administrative Agent requires payment of more
than reasonable additional compensation for such additional Administrative
Services).


 


(b)                                 In
the event that WEST and the Subsidiaries shall acquire Additional Engines, WEST
and the Subsidiaries shall so notify the Administrative Agent and the Administrative
Agent shall be obligated to provide the Administrative Services with respect to
such Additional Engines in accordance with Section 2.07 hereof.


 


SECTION 6.04                    Ratification.  WEST and each Subsidiary hereby ratifies and
confirms and agrees to ratify and confirm (and shall furnish written evidence
thereof upon request of the Administrative Agent) any act or omission by the
Administrative Agent in accordance with this Agreement in the exercise of any
of the powers or authorities conferred upon the Administrative Agent under the
terms of this Agreement, it being expressly understood and agreed that none of
the foregoing shall have any obligation to ratify and confirm, and expressly
does not ratify and confirm, any act or omission of the Administrative Agent in
violation of this Agreement, the Standard of Performance or for which the
Administrative Agent is obligated to indemnify WEST or any Subsidiary under Article III
hereof.


 


SECTION 6.05                    Covenants.  WEST and each Subsidiary covenants with the
Administrative Agent that it, during the term of this Agreement, will conduct
its business such that it is a separate and readily identifiable business from,
and independent of, the Administrative Agent and any of its Affiliates and
further covenants as follows:


 


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


 


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


 


21





















 


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


 


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


 


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


 


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


 


(g)                                 it
will not agree to pay or become liable for any debt of the Administrative
Agent, 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 Administrative Agent, or that
the Administrative Agent is a division of it;


 


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


 


(j)                                     it
will not enter into any transactions between it and the Administrative Agent
that are more favorable to either party than transactions 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 agreements in effect on the date
hereof (it being understood that the parties hereto do not intend by this
covenant to ratify any self-dealing transactions);


 


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


 


(l)                                     it
will observe all corporate formalities necessary to keep its business separate
and readily identifiable from, and independent of, each other Subsidiary,
including keeping the funds, assets and liabilities of WEST and each Subsidiary
separate and distinct from those of each other Subsidiary and by maintaining
separate records, books, accounts and minutes for WEST and each Subsidiary.


 


SECTION 6.06                    Ratification by Subsidiaries.  WEST hereby undertakes to procure that any
Subsidiary of WEST formed or acquired after the date hereof shall execute an
agreement with the Administrative Agent adopting and confirming, as regards
such Subsidiary, the terms and provisions of this Agreement, and agreeing to
ratify anything done by the Administrative Agent in connection herewith on the
terms of Section 6.04.  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.


 


22





















 


ARTICLE 7



ADMINISTRATION FEES AND EXPENSES


 


SECTION 7.01                    Administration Fees.  In consideration of the Administrative Agent’s
performance of the Administrative Services, WEST shall pay to the
Administrative Agent a monthly fee (the “Administrative Fee”)
equal to 2% of aggregate rents actually received during such month (or portion
of a month) in which the related Engine (and Additional Engines, if any) is
owned by WEST and the Subsidiaries.


 


SECTION 7.02                    Expenses.  WEST and the Subsidiaries shall be
responsible for the following expenses incurred by the  Administrative Agent in the performance of
its obligations (“Reimbursable Expenses”):


 


(a)                                  reasonable
out of pocket expenses, including travel, accommodation and subsistence and
approved expenditures in respect of insurance coverage for the Administrative
Agent;


 


(b)                                 expenses
expressly authorized by (i) the Controlling Trustees or (ii) any
Person to whom such authority has been delegated, other than the Administrative
Agent or its Affiliates; and


 


(c)                                  expenses
expressly authorized pursuant to other provisions of this Agreement.


 


SECTION 7.03                    Payment of Expenses.  No later than each Determination Date, the
Administrative Agent shall deliver a notice to WEST and the Subsidiaries,
setting forth the amounts of expenses paid by the Administrative Agent in
connection with the performance of its obligations under this Agreement through
and including such Determination Date (it being understood that if there are no
such expenses the Administrative Agent will be under no obligation to provide
such notice).  On the next Payment Date
following such Determination Date, WEST and each Subsidiary agrees to pay to
the Administrative Agent all such amounts.


 


ARTICLE 8


 


TERM;
REMOVAL OF OR TERMINATION BY THE ADMINISTRATIVE AGENT


 


SECTION 8.01                    Term.  This Agreement shall have a term commencing
on the Initial Closing Date and expiring on the date of payment in full of all
amounts outstanding to be paid on the Notes (and any other obligations secured
by the Security Trust Agreement) and all amounts outstanding to be paid to the
holders of the Beneficial Interest Certificates.


 


SECTION 8.02                    Right to Terminate.  (a)  At any time during the term of
this Agreement, WEST shall be entitled to terminate this Agreement on 120 days’
written notice, with or without cause.


 


(b)                                 Following
the delivery of a Default Notice or upon the occurrence of an Insolvency Event
with respect to the Administrative Agent, the Indenture Trustee, on behalf of


 


23





















 


the Secured Parties,
shall be entitled to terminate on five (5) days’ written notice the
authority granted to the Administrative Agent to perform the Bank Account
Management Services set forth in Section 2.04 hereof and in the Indenture.


 


(c)                                  At
any time during the term of this Agreement, the Administrative Agent shall be
entitled to terminate this Agreement on 120 days’ written notice if:


 


(i)                                     WEST
or any Subsidiary shall fail to pay in full when due (A) any
Administrative Fee or any Reimbursable Expenses in an aggregate amount in
excess of $50,000 and such failure continues for a period of 30 days, in either
case, after the effectiveness of written notice from the Administrative Agent
of such failure or (B) any other amount payable to the Administrative
Agent hereunder, and such failure continues for a period of 30 days after written
notice from the Administrative Agent of such failure;


 


(ii)                                  WEST
or any Subsidiary shall fail to perform or observe or shall violate in any
material respect any material term, covenant, condition or agreement to be
performed or observed by it in respect of this Agreement and such failure
continues for a period of 30 days after WEST and the Subsidiaries shall have
received notice of such failure (other than with respect to payment obligations
referred to in clause (c)(i) of this Section 8.02);


 


(iii)                               an involuntary
proceeding shall be commenced or an involuntary petition shall be filed in a
court of competent jurisdiction seeking relief in respect of WEST or any
Subsidiary, or of a substantial part of the property or assets of WEST or any
Subsidiary, under Title 11 of the United States Code, as now constituted
or hereafter amended (the “U.S. Bankruptcy Code”),
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
WEST or any Subsidiary 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; or


 


(iv)                              WEST
or any Subsidiary shall (A) voluntarily commence any proceeding or file
any petition seeking relief under the U.S. 
Bankruptcy Code, 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 (c)(iii) above, (C) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding or (D) make a general assignment for the benefit of its
creditors.


 


(d)                                 The
Requisite Majority may at any time vote to remove the Administrative Agent,
terminate this Agreement and appoint the Back-Up Administrative Agent to act in
its stead by delivering written notice of such removal and appointment to WEST,
the Administrative Agent, the Servicer, the Back-Up Servicer and the Indenture
Trustee or by causing the Security Trustee to deliver such notice to WEST, the
Administrative Agent, the Servicer, the Back-Up Servicer and the Indenture
Trustee, upon the occurrence of a Servicer Termination Event or if:


 


24





















 


(i) the
Administrative Agent fails to (A) deliver any report required to be
delivered to the Indenture Trustee within five (5) Business Days after the
due date thereof; or (B) to perform or observe, or cause to be performed
or observed, in any material respect 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 event in clause (B), 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 Administrative Agent has promptly provided WEST and
the Indenture Trustee with a certificate stating that the Administrative Agent
has commenced, or will promptly commence, and diligently pursue all reasonable
efforts to remedy such failure or breach, so long as the Administrative Agent
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
Administrative Agent or the Administrative Agent has actual knowledge of such
event; or


 


(ii) any
representation or warranty made by the Administrative Agent 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
Administrative Agent has promptly provided WEST and the Indenture Trustee with a
certificate stating that the Administrative Agent has commenced, or will
promptly commence, and diligently pursue all reasonable efforts to remedy such
untruth or incorrectness so long as the Administrative Agent 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 Administrative
Agent or the Administrative Agent has actual knowledge of such untruth or
incorrectness.


 


(e)                                  No
termination of this Agreement by WEST pursuant to Section 8.02(a), by the
Administrative Agent pursuant to Section 8.02(c) or by a Requisite
Majority pursuant to Section 8.02(d) shall become effective prior to
the date of appointment of, and acceptance of such appointment by, the Back-Up
Administrative Agent or, if the Back-Up Administrative Agent is unable or fails
to perform its duties under the Back-Up Administrative Agency Agreement, a successor
Administrative Agent.  In the event the
Back-Up Administrative Agent is unable or fails to perform its duties under the
Back-Up Administrative Agency Agreement and a successor Administrative Agent
shall not have been appointed within 90 days after any termination of this
Agreement pursuant to Section 8.02(a), (c) or (d), the Administrative
Agent may petition any court of competent jurisdiction for the appointment of a
successor Administrative Agent.  Upon
action by either party pursuant to the provisions of this Section 8.02(e),
the Administrative Agent shall be entitled to the payment of any compensation
owed to it hereunder and to the reimbursement of all Reimbursable Expenses
incurred in connection with all services rendered by it hereunder, as provided
in Article 7 hereof, and for so long as the Administrative Agent is
continuing to perform any of the Administrative Services for WEST or any
Subsidiary, the Administrative Agent shall be entitled to continue to be paid
all amounts due to it hereunder, net of any amounts that shall have been
finally adjudicated by a court of competent jurisdiction to be owed by the
Administrative Agent to WEST and the Subsidiaries or not to be due to the
Administrative Agent, until the Back-Up Administrative


 


25





















 


Agent or a successor
Administrative Agent shall have been appointed and shall have accepted such
appointment in accordance with the provisions of Section 8.03(c).


 


SECTION 8.03                    Consequences of Termination.  (a)  Notices.  (i)  Following the termination of
this Agreement by the Noteholders, by WEST or by the Administrative Agent
pursuant to Section 8.02, the Administrative Agent will promptly forward
to the successor Administrative Agent any notices received by it during the
year immediately after termination.


 


(ii)                                  WEST
and the Subsidiaries will notify promptly any relevant third party, including
each Rating Agency, the Indenture Trustee, the Servicer, the Back-Up Servicer and the Back-Up Administrative Agent,
of the termination of this Agreement by the Noteholders, by WEST or by the
Administrative Agent and will request that any such notices and accounting
reports and communications thereafter be made or given directly to the entity
engaged to serve as Administrative Agent, and to WEST and the Subsidiaries.


 


(b)                                 Accrued Rights.  A termination of this Agreement by the
Noteholders, by WEST or by the Administrative Agent hereunder shall not affect
the respective rights and liabilities of any party accrued prior to such termination
in respect of any prior breaches hereof or otherwise.


 


(c)                                  Replacement.  If this Agreement is terminated by the
Noteholders, by WEST or by the Administrative Agent under Section 8.02,
the Administrative Agent will cooperate with any person appointed to perform
the Administrative Services, including providing such person with all
information and documents reasonably requested.


 


SECTION 8.04                    Survival.  Notwithstanding any termination or the
expiration of this Agreement, the obligations of WEST and the Subsidiaries and
the Administrative Agent under Section 3.03 and this Section 8.04 and
of the Administrative Agent under Sections 8.03(c) and
10.09 shall survive such termination or expiration, as the case may be.


 


ARTICLE 9



ASSIGNMENT AND DELEGATION


 


SECTION 9.01                    Assignment and Delegation.  (a)  Except as provided in subsection (b) below,
no party to this Agreement shall assign or delegate or otherwise subcontract
this Agreement or all or any part of its rights or obligations hereunder to any
Person without the prior written consent of the other parties, such consent not
to be unreasonably withheld.


 


(b)                                 The
Administrative Agent may assign its right to perform and receive compensation
for the performance of all or any part of the services set forth in Article 2,
including without limitation, the establishment and maintenance of the Ledgers
and the preparation of the Draft Accounts.


 


(c)                                  Without
limiting the foregoing, any Person who shall become a successor by assignment
or otherwise of any party hereto shall be required as a condition to the
effectiveness of any such assignment or other arrangement to become a party to
this Agreement.


 


26





















 


ARTICLE 10



MISCELLANEOUS


 


SECTION 10.01              Notices.  All notices, demands, certificates, requests,
directions, instructions and communications hereunder shall be in writing 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:


 


If to WEST and the Subsidiaries, to:


 


Willis Engine
Securitization Trust 

c/o Wilmington Trust Company

1100 North Market Street


Rodney Square
North


Wilmington,
Delaware 19890


Attention:  Corporate Trust Administrator

Fax:  (301) 651-8882


 


If to the Administrative Agent, to it at:


 


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 it at:


 


Deutsche Bank
Trust Company Americas 

60 Wall Street 

New York, New York 10005 

Attention:  TSS –Structured Finance

Fax:  (212) 797-8606


 


If to the Back-Up Administrative Agent, to it at:


 


UT Finance
Corporation

400 Main Street

Mail Stop 133-54

East Hartford, CT  06108

Attention:  President

Fax:  (860) 565-0187


 


27





















 


From time to time, any party to such agreement may
designate a new address or number for purposes of notice thereunder by notice
to each of the other parties thereto.


 


SECTION 10.02              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 10.03              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
Indenture 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
Indenture 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 10.01 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 10.04              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.


 


SECTION 10.05              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
Requisite Majority are express third party beneficiaries of this Agreement,
and, as such, 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 (to the extent described in the preceding sentence) and
the parties hereto.


 


SECTION 10.06              Entire Agreement.  This Agreement constitutes the entire
agreement among the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, among the parties with respect to the subject matter of this
Agreement.


 


SECTION 10.07              Power of Attorney.  WEST and each Subsidiary shall appoint the
Administrative Agent and its successors, and its permitted designees, as their
true and lawful


 


28





















 


attorney-in-fact.  All services to be performed and actions to
be taken by the Administrative Agent pursuant to this Agreement shall be
performed on behalf of WEST and each Subsidiary.  The Administrative Agent 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 Administrative Agent deems
appropriate.


 


SECTION 10.08              Table of Contents;  Headings. 
The table of contents and headings of the various articles, sections and
other subdivisions of such agreement are for convenience of reference only and
shall not modify, define or limit any of the terms or provisions of such
agreement.


 


SECTION 10.09              Restrictions on Disclosure.  The Administrative Agent agrees that it shall
not, prior to the termination or expiration of this Agreement or within three
year 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 and the
Subsidiaries regarding WEST and the Subsidiaries or their business or the
Engines, except as authorized in writing by WEST and the Subsidiaries or
otherwise permitted by this Agreement, and except:


 


(a)                                  to
representatives of the Administrative Agent and any of its Affiliates in
furtherance of the purposes of this Agreement; provided
that any such representatives shall have agreed to be bound by the restrictions
on disclosure set forth in this Section 10.09;


 


(b)                                 to
the extent required by Applicable Law or by judicial or administrative
process, but in the event of proposed disclosure, the Administrative Agent
shall use reasonable efforts to protect information in which WEST and the
Subsidiaries have an interest to the maximum extent achievable; and


 


(c)                                  to
the extent that the information:


 


(i)                                     was
generally available in the public domain;


 


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


 


(iii)                               was disclosed to the
general public with the approval of WEST and the Subsidiaries;


 


(iv)                              was
in the files, records or knowledge of the 
Administrative Agent or any Affiliates of the Administrative Agent prior
to initial disclosure thereof to the Administrative Agent or any Affiliates of
the Administrative Agent by WEST and the Subsidiaries;


 


(v)                                 was
provided by a member of a governing body of WEST or any Subsidiary to the
Administrative Agent or any Affiliates of the Administrative Agent 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


 


29





















 


(vi)                              was
developed independently by the Administrative Agent or any Affiliates of the
Administrative Agent; and


 


(vii)                           is reasonably deemed
necessary by the Administrative Agent to protect and enforce its rights and
remedies under this Agreement; provided, however,
that in such an event the Administrative Agent 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 Administrative Agent shall inform WEST and the Subsidiaries of
such disclosure.


 


SECTION 10.10              No Partnership.  (a)  It is expressly recognized and
acknowledged that this Agreement is not intended to create a partnership, joint
venture or other similar arrangement between WEST or any Subsidiary on the one
part and the Administrative Agent on the other part.  It is also expressly understood that any
actions taken on behalf of WEST or any Subsidiary by the Administrative Agent
shall be taken as agent for WEST or such Subsidiary, either naming WEST or the
relevant Subsidiary, or naming the Administrative Agent as agent for an
undisclosed principal.  Neither WEST nor
any Subsidiary shall hold itself out as a partner of the Administrative Agent,
and the Administrative Agent will not hold itself out as a partner of WEST or
any Subsidiary.


 


(b)                                 The
Administrative Agent shall not have any fiduciary duty or other implied
obligations or duties to WEST or any Subsidiary, any Lessee or any other Person
arising out of this Agreement.


 


SECTION 10.11              Concerning the Indenture Trustee.  In respect of the Indenture Trustee’s
performance of appointing the Administrative Agent to provide the Bank Account
Management Services set forth in Section 2.04 and in the Indenture, the
Indenture Trustee shall be afforded all of the rights, protections, immunities
and indemnities contained in the Security Trust Agreement as if such rights,
protections, immunities and indemnities were specifically set forth herein.


 


SECTION 10.12              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]


 


30





















 


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 Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica J. Burke

  	
   

  
	
   

  	
   

  	
  Name: Monica J. Burke

  
	
   

  	
   

  	
  Title:   Executive
  Vice President

  ChiefFinancial
  Officer

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  
	
   

  	
  not in its individual capacity, but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter T. Becker

  	
   

  
	
   

  	
   

  	
  Name: Peter T. Becker

  
	
   

  	
   

  	
  Title:   Vice President 

  
	
   

  	
   

  	
   

  
	
   

  	
  WEST ENGINE FUNDING LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Monica J. Burke

  	
   

  
	
   

  	
   

  	
  Name: Monica J.
  Burke

  
	
   

  	
   

  	
  Title:   Chief
  Financial
  Officer

  



 


31





















 


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


 


“Account Bank”
has the meaning assigned to such term in Section 2.04(b)(iii)(A) hereof.


 


“Account Letter”
has the meaning assigned to such term in Section 2.04(b)(iii)(A) hereof.


 


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


 


“Administrative Agent
Conflicts Standard” has the meaning assigned to such term in Section 3.02(b) hereof.


 


“Administrative Fee”
has the meaning assigned to such term in Section 7.01 hereof.


 


“Administrative Services”
has the meaning assigned to such term in Section 2.01(a) of this
Agreement.


 


“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 and 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 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 the
Servicing Agreement or the Back-Up Servicing Agreement, as the case may be.


 


“Back-Up Servicer Services
Standard” has the meaning assigned to such term in the Back-Up
Servicing Agreement.


 


“Back-Up Servicing
Agreement” means the Back-Up Servicing Agreement dated as of the
date hereof among the Back-Up Servicer, WEST, the Administrative Agent, the
Back-Up Administrative Agent and the Subsidiaries named therein.


 


“Bank Account Management
Services” has the meaning assigned to such term in Section 2.01(b) hereof.


 


“Budgets” has
the meaning assigned to such term in Section 7.05(c) of the Servicing
Agreement or the Back-Up Servicing Agreement, as the case may be.


 


“Consolidated Quarterly
Draft Accounts” has the meaning assigned to such term in Section 2.05(b)(ii) hereof.


 


A-1





















 


“Consolidating Quarterly
Draft Accounts” has the meaning assigned to such term in Section 2.05(b)(iii) hereof.


 


“Delaware Trustee”
means the Wilmington Trust Company, as Delaware trustee of WEST.


 


“Draft Accounts”
has the meaning assigned to such term in Section 2.05(b)(iii) hereof.


 


“Engine Assets”
has the meaning assigned to such term in the Servicing Agreement or the Back-Up
Servicing Agreement, as the case may be.


 


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


 


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


 


“Initial Closing Date”
means August 9, 2005.


 


“Initial Period”
has the meaning assigned to such term in Section 7.05(a) of the
Servicing Agreement or the Back-Up Servicing Agreement, as the case may be.


 


“Insolvency Event”
means: (i) 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 Administrative Agent or in respect of a substantial part of the
property or assets of the Administrative Agent, 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 the Administrative Agent 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;
or (ii) the Administrative Agent 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 (i) above, (C) file
an answer admitting the material allegations of a petition filed against it in
any such proceeding or (D) make a general assignment for the benefit of
its creditors.


 


“Ledgers” has
the meaning assigned to such term in Section 2.05(b)(i) hereof.


 


“Obligor” has the
meaning assigned to such term in Section 2.04(b)(iii)(B) hereof.


 


“One Year Period”
has the meaning assigned to such term in Section 7.05(a) of the
Servicing Agreement or the Back-Up Servicing Agreement, as the case may be.


 


A-2





















 


“Operating Budget”
has the meaning assigned to such term in Section 7.05(a)(A) of the
Servicing Agreement or the Back-Up Servicing Agreement, as the case may be.


 


“Other Administrative
Services” has the meaning assigned to such term in Section 3.02(a) hereof.


 


“Quarter” means
the fiscal quarter of WEST and each Subsidiary, as applicable.


 


“Ratings” means
the ratings assigned to the Notes by the Rating Agencies.


 


“Reimbursable Expenses”
has the meaning assigned to such term in Section 7.02 hereof.


 


“Representatives”
with respect to any Person means the officers, directors, employees, advisors
and agents of such Person.


 


 “Schedule 2.02(a)” has the meaning assigned to such term
in Section 2.03(j)(iii) hereof.


 


 “Service Providers” has the meaning assigned to such term in Section 2.02(c) hereof.


 


 “Servicer Termination” means a termination of the Servicing
Agreement prior to the expiration of its term upon which the Back-Up Servicer
replaces the Servicer pursuant to the terms of the Back-Up Servicing Agreement
and the Servicing Agreement.


 


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


 


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


 


“U.S. Bankruptcy Code”
has the meaning assigned to such term in Section 8.02(c)(iii).


 


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


 


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


 


“Year” has the meaning assigned to such term in the Servicing
Agreement or Back-Up Servicing Agreement, as the case may be.


 


A-3





















 


SCHEDULE I


 


ACCOUNTS


 


I-1