DIRECTLY TO THE LESSEES.
Notwithstanding any other provision of this Agreement to the contrary, the
Servicer shall at all times observe the servicing standard set forth in
Section 3.02 hereto.
(C)
CREDIT POLICIES.
THE SERVICER SHALL FOLLOW
SUCH CREDIT POLICIES WITH RESPECT TO THE LEASING OF THE CONTRIBUTED ENGINES NOT
SUBJECT TO A LEASE AGREEMENT AND THE EXCESS ASSETS IN ACCORDANCE WITH THE
STANDARD OF CARE SET FORTH IN SECTION 3.02 AND, SUBJECT TO SUCH CREDIT POLICIES,
THE SERVICER MAY IN ITS SOLE DISCRETION AS AGENT FOR THE ISSUER DETERMINE AND
APPROVE THE CREDITWORTHINESS OF ANY LESSEE (THOUGH THE SERVICER MAKES NO
REPRESENTATION OR WARRANTY TO THE ISSUER, THE INDENTURE TRUSTEE OR THE
NOTEHOLDERS AS TO THE SOLVENCY OR FINANCIAL STABILITY OF ANY LESSEE).
(D)
PROSECUTION OF CLAIMS.
THE SERVICER AS AN
AGENT OF THE ISSUER MAY INSTITUTE AND PROSECUTE CLAIMS AGAINST THE MANUFACTURERS
OF, SELLERS OF, OR PERSONS HAVING REPAIRED SUCH CONTRIBUTED ENGINES OR EXCESS
ASSETS AS THE SERVICER MAY CONSIDER ADVISABLE FOR BREACH OF WARRANTY OR
REPRESENTATION, ANY DEFECT IN CONDITION, DESIGN, OPERATION, FITNESS OR REPAIR,
OR ANY OTHER NONCONFORMITY WITH THE TERMS OF MANUFACTURE, SALE OR REPAIR, AS
APPLICABLE.
(E)
MAINTENANCE AND REPAIR.
THE SERVICER AS
AGENT FOR THE ISSUER SHALL MAINTAIN AND REPAIR (OR CAUSE TO BE MAINTAINED AND
REPAIRED) EACH CONTRIBUTED ENGINE AND EXCESS ASSET IN ACCORDANCE WITH THE
STANDARD OF CARE SET FORTH IN SECTION 3.02 AND, IN THE CASE OF CONTRIBUTED
ENGINES SUBJECT TO A LEASE AGREEMENT, IN ACCORDANCE WITH THE TERMS OF THE
RELATED LEASE AGREEMENT.
ON AN ENGINE BY ENGINE BASIS, THE SERVICER SHALL BE
ENTITLED TO WITHDRAW AND APPLY FUNDS FROM THE ENGINE RESERVE ACCOUNT FOR THE
PURPOSE OF ANY PERMITTED REPAIR OR RECONDITIONING OF SUCH ENGINE HEREUNDER.
8
(F)
CAPITAL IMPROVEMENTS.
THE SERVICER AS
AGENT FOR THE ISSUER SHALL MAKE (OR CAUSE TO BE MADE) ANY CAPITAL IMPROVEMENTS
TO ANY CONTRIBUTED ENGINE AND EXCESS ASSET THAT ARE NECESSARY TO CONFORM WITH
APPLICABLE GOVERNMENTAL, MANUFACTURER OR INDUSTRY STANDARDS AND MAY MAKE (OR
CAUSE TO BE MADE) ANY CAPITAL IMPROVEMENTS TO ANY CONTRIBUTED ENGINE AND
EXCESS
ASSET THAT ARE OTHERWISE DESIRABLE IN THE SERVICER'S REASONABLE OPINION.
(G)
LOST OR DESTROYED ENGINES.
IF ANY
CONTRIBUTED ENGINE OR EXCESS ASSET SUFFERS A CASUALTY LOSS (AS DEFINED IN THE
INDENTURE), THE SERVICER, AS AGENT FOR THE ISSUER, SHALL REMIT TO THE TRUST
ACCOUNT THE CASUALTY PROCEEDS, IF ANY, THEREFROM.
(H)
MAINTENANCE OF INSURANCE.
THE SERVICER, AS
AGENT FOR THE ISSUER, SHALL MAINTAIN OR CAUSE TO BE MAINTAINED CONTINGENT
LIABILITY INSURANCE IN AN AMOUNT REPRESENTING COVERAGE OF AT LEAST $500,000,000
AND OTHERWISE WITH COVERAGE AND WITH TERMS AND CONDITIONS CONSISTENT WITH
INDUSTRY PRACTICES.
(I)
THE ISSUER HEREBY APPOINTS WILLIS LEASE
FINANCE CORPORATION AS THE SERVICER UNDER THIS AGREEMENT.
THE TERM OF SUCH
APPOINTMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND SHALL TERMINATE ON THE DATE
ON WHICH THE SERVICER OR THE ISSUER RECEIVES A NOTICE OF TERMINATION PURSUANT TO
SECTION 7.02 HEREOF.
SECTION 3.02
STANDARD OF CARE.
In entering into, managing, administering, servicing, enforcing