REASONABLY SATISFACTORY TO MORTGAGEE, FOR THE FOLLOWING REASONS: (I) FOR
SALE OR OTHER DISPOSAL OF COLLATERAL IN ACCORDANCE WITH THE CREDIT AGREEMENT; OR
(II) TO ALLOW THE RELEVANT COLLATERAL TO BE PLEDGED TO ANOTHER LENDER IN
CONNECTION WITH THE INCURRENCE OF DEBT PERMITTED UNDER SECTIONS 7.9.4 AND 7.10.4
OF THE CREDIT AGREEMENT, BUT SOLELY TO THE EXTENT THE LIEN CREATED HEREIN SHALL
BE REQUIRED TO BE RELEASED AND NOT SUBORDINATED AS A CONDITION THEREOF (AND THE
BORROWER SHALL USE REASONABLE EFFORTS TO REQUIRE SUCH SUBORDINATION IN LIEU OF
RELEASE). IF ANY ITEM OF COLLATERAL RELEASED PURSUANT TO THE FOREGOING IS THEN
THE SUBJECT OF A LEASE FROM THE BORROWER AND IF THE LESSEE HAS DEPOSITED WITH
THE BORROWER ANY RELATED CASH, LETTER OF CREDIT, GUARANTY OR SECURITY DEPOSIT,
MAINTENANCE RESERVE OR OTHER CASH DEPOSIT THAT DOES NOT CONSTITUTE PAYMENT OF
RENTAL UNDER THE RELEVANT LEASE, THEN AT THE TIME OF RELEASE OF THE RELEVANT
COLLATERAL THE MORTGAGEE SHALL ALSO RELEASE THE RELATED CASH DEPOSIT AND LETTER
OF CREDIT.
NOTWITHSTANDING THE FOREGOING, THE BORROWER SHALL NOT BE ENTITLED TO
A RELEASE OF ANY ITEM OF COLLATERAL UNLESS, AT THE TIME OF SUCH RELEASE: (I) THE
BORROWER COMPLIES WITH ALL REQUIREMENTS SET FORTH IN THE CREDIT AGREEMENT
REGARDING THE SALE, DISPOSAL OR OTHER TRANSFER OF SUCH COLLATERAL AND IN ANY
OTHER LOAN DOCUMENT; (II) THERE IS NOT THEN EXISTING AN DEFAULT OR EVENT OF
DEFAULT; AND (III) NO DEFAULT, EVENT OF DEFAULT OR OVERADVANCE WOULD EXIST
IMMEDIATELY FOLLOWING THE RELEASE.
[Remainder of Page Intentionally Left Blank]
G-18
IN WITNESS WHEREOF, the parties hereto have caused this Mortgage to be duly
executed and delivered as of the day and year first above written.
WILLIS LEASE FINANCE CORPORATION
By:
Name:
Bradley S. Forsyth
Title:
Executive Vice President and
Chief Financial Officer
UNION BANK, N.A.,
as Mortgagee
By:
Name:
Title
G-S-1
EXHIBIT A
LIST OF ENGINES
G-A-1
EXHIBIT B
LIST OF LEASES
G-B-1
EXHIBIT C
FORM OF MORTGAGE SUPPLEMENT
THIS MORTGAGE SUPPLEMENT dated
, 20
(the
"Mortgage Supplement") is made by WILLIS LEASE FINANCE CORPORATION, a Delaware
corporation (the "Borrower") in favor of UNION BANK, N.A. (together with its
successors and assigns, the "Mortgagee"), in its capacity as Security Agent for
itself and on behalf of the Credit Facility Lenders and Non-Lenders under the
Credit Agreement (as defined below).
WITNESSETH:
WHEREAS, Borrower, Union Bank, N.A., together with any other Lenders from time
to time (collectively, the "Lenders") and Union Bank, N.A., as Administrative
Agent, Swing Line Lender, Issuing Lender, and Security Agent have entered into
that certain Credit Agreement, dated as of [
], 2009 (as
amended, restated, modified or supplemented from time to time, the "Credit
Agreement").
All capitalized terms used herein and not otherwise defined shall
have the respective meanings ascribed to them in the Credit Agreement;
WHEREAS, as a condition to the making of the Loans under the Credit Agreement,
the Borrower must provide collateral security to secure the prompt payment and
performance of all Obligations and all