ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH ON THE REVERSE HEREOF.
[IF THIS NOTE IS REPRESENTED BY A REGULATION S GLOBAL NOTE, INSERT:
PRIOR TO THE EXPIRATION OF A RESTRICTED PERIOD ENDING ON THE EXPIRATION OF THE
"40-DAY DISTRIBUTION COMPLIANCE PERIOD" (AS DEFINED IN RULE 903(B)(2) OF
REGULATION S) OR SUCH LATER DATE AS THE ISSUER MAY NOTIFY TO THE TRUSTEE, THIS
NOTE, OR ANY BENEFICIAL INTEREST HEREIN, MAY NOT BE RESOLD OR OTHERWISE
TRANSFERRED EXCEPT (A) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF
REGULATION S, (B) TO AN INSTITUTIONAL ACCREDITED INVESTOR WHO, PRIOR TO ITS
PURCHASE OF THIS NOTE, SHALL HAVE SIGNED AN AGREEMENT IN THE FORM OF EXHIBIT I
TO THE INDENTURE OR (C) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A AND (D) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
2
[IF THIS NOTE IS REPRESENTED BY A DEFINITIVE NOTE, INSERT:
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH
CERTIFICATES AND OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AND THE OTHER RESTRICTIONS
CONTAINED IN THE INDENTURE.
3
WILLIS ENGINE SECURITIZATION TRUST II
$[
] CLASS 2012-A FIXED RATE TERM NOTES
No.
CUSIP:
ISIN:
Common Code:
$
WILLIS ENGINE SECURITIZATION TRUST II, a Delaware statutory trust (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
[CEDE & Co.](6)[
] (7), or
registered assigns, the principal sum [of [SPELL AMOUNT]](2) [of [SPELL AMOUNT]
DOLLARS ($
),](8) on or before [DATE] (the "Final Maturity Date")
and to pay interest monthly in arrears on the Outstanding Principal Balance
hereof at the rate of [
]% per annum from the date hereof until the
Outstanding Principal Balance hereof is paid in full, payable on each Payment
Date, and if this Class 2012-A Note (this "Note") remains outstanding on [DATE]
(the "Expected Final Payment Date"), then from the Expected Final Payment Date
until the Outstanding Principal Balance hereof is paid in full, additional
interest at the rate of three percent (3.0%) per annum, compounded monthly
("Step-Up Interest") on the Outstanding Principal Balance hereof (in accordance
with the Indenture), payable on each Payment Date following the Expected Final
Payment Date.
Interest on this Note for each Interest Accrual Period shall be
calculated (i) on the basis of a 360-day year and one-twelfth of an annual
interest payment, (ii) on the first Payment Date, on the basis of the actual
number of days