Contract

[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. EXECUTION VERSION ADMINISTRATIVE AGENCY AGREEMENT dated as of October 31, 2023 among XXXXXX ENGINE STRUCTURED TRUST VII, XXXXXX LEASE FINANCE CORPORATION, as the Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as the Indenture Trustee and the Security Trustee and EACH MANAGED GROUP MEMBER i Table of Contents Page ARTICLE 1 DEFINITIONS ............................................................................................................1 SECTION 1.01 Definitions..............................................................................................1 ARTICLE 2 APPOINTMENT; ADMINISTRATIVE SERVICES ................................................1 SECTION 2.01 Appointment ..........................................................................................1 SECTION 2.02 Limitations .............................................................................................2 SECTION 2.03 General Services ....................................................................................3 SECTION 2.04 Bank Account Management and Calculation Services ..........................8 SECTION 2.05 Accounting Services ............................................................................12 SECTION 2.06 Additional Administrative Services .....................................................14 SECTION 2.07 Replacement Asset ...............................................................................14 SECTION 2.08 New Subsidiaries .................................................................................15 SECTION 2.09 Responsibility of WEST and each other Managed Group Member ................................................................................................15 ARTICLE 3 STANDARD OF PERFORMANCE; LIABILITY AND INDEMNITY .................16 SECTION 3.01 Standard of Performance......................................................................16 SECTION 3.02 Conflicts of Interest..............................................................................16 SECTION 3.03 Liability and Indemnity........................................................................16 ARTICLE 4 REPRESENTATIONS AND WARRANTIES .........................................................18 SECTION 4.01 Representations and Warranties by Administrative Agent ..................18 ARTICLE 5 ADMINISTRATIVE AGENT UNDERTAKINGS..................................................18 SECTION 5.01 Administrative Agent Undertakings ....................................................18 ARTICLE 6 UNDERTAKINGS OF ISSUER GROUP ................................................................21 SECTION 6.01 Cooperation ..........................................................................................21 SECTION 6.02 Information ..........................................................................................21 SECTION 6.03 Scope of Services .................................................................................21 SECTION 6.04 Ratification ...........................................................................................22 SECTION 6.05 Covenants .............................................................................................22 SECTION 6.06 Ratification by Subsidiaries .................................................................23 ARTICLE 7 ADMINISTRATION FEES AND EXPENSES .......................................................23 SECTION 7.01 Administration Fees .............................................................................23 SECTION 7.02 Expenses ..............................................................................................24 ii SECTION 7.03 Payment of Expenses ...........................................................................24 ARTICLE 8 TERM; REMOVAL OF OR TERMINATION BY THE ADMINISTRATIVE AGENT ...............................................................................24 SECTION 8.01 Term .....................................................................................................24 SECTION 8.02 Right to Terminate ...............................................................................24 SECTION 8.03 Consequences of Termination..............................................................26 SECTION 8.04 Survival ................................................................................................27 ARTICLE 9 ASSIGNMENT AND DELEGATION .....................................................................27 SECTION 9.01 Assignment and Delegation .................................................................27 ARTICLE 10 MISCELLANEOUS ...............................................................................................27 SECTION 10.01 Notices .................................................................................................27 SECTION 10.02 Governing Law ....................................................................................29 SECTION 10.03 Jurisdiction ...........................................................................................29 SECTION 10.04 Waiver of Jury Trial .............................................................................29 SECTION 10.05 Counterparts; Third Party Beneficiaries .............................................30 SECTION 10.06 Entire Agreement .................................................................................30 SECTION 10.07 Power of Attorney ................................................................................30 SECTION 10.08 Table of Contents; Headings ...............................................................30 SECTION 10.09 Restrictions on Disclosure ...................................................................30 SECTION 10.10 No Partnership .....................................................................................31 SECTION 10.11 Nonpetition ..........................................................................................32 SECTION 10.12 Concerning the Indenture Trustee and Security Trustee ......................32 SECTION 10.13 Amendments ........................................................................................32 SECTION 10.14 Asset Trustee Liability .........................................................................32 Appendices Appendix A Definitions Schedules Schedule I Account Information Exhibits Exhibit A Form of Managed Group Member Supplement ADMINISTRATIVE AGENCY AGREEMENT (as amended, modified or supplemented from time to time in accordance with the terms hereof, the βAgreementβ) dated as of October 31, 2023, among XXXXXX ENGINE STRUCTURED TRUST VII (βWESTβ), a Delaware statutory trust, XXXXXX LEASE FINANCE CORPORATION, a Delaware corporation (together with its successors and permitted assigns, the βAdministrative Agentβ or βXxxxxxβ), U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee under the Indenture (the βIndenture Trusteeβ) and as security trustee (the βSecurity Trusteeβ), and each Issuer Subsidiary signatory to this Agreement or that becomes a party under Section 6.06 (collectively with WEST, the βManaged Group Membersβ). NOW, THEREFORE, for the consideration set forth herein and other good and valuable consideration, the receipt of which is xxxxxx acknowledged, the Administrative Agent, the Indenture Trustee, the Security Trustee, WEST and each other Managed Group Member agree as follows: ARTICLE 1 DEFINITIONS SECTION 1.01 Definitions. Capitalized terms used herein have the meanings assigned thereto in Appendix 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 other Managed Group Member 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 βAdministrative Servicesβ) to WEST and each other Managed Group Member on the terms and subject to the conditions set forth in this Agreement. (b) WEST hereby directs the Indenture Trustee and the Security Trustee to appoint, and the Indenture Trustee and the Security Trustee, on behalf of the Secured Parties, hereby appoint, 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 βBank Account Management Servicesβ) 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 other Managed Group Member on the terms and subject to the conditions set forth in this Agreement. (c) The Administrative Agent xxxxxx accepts such appointments and agrees to perform the Administrative Services on the terms and subject to the conditions set forth in this Agreement.

30 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. The Indenture Trustee, in its own capacity and acting on behalf of the Noteholders, is an express third party beneficiary 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 other Managed Group Member shall appoint the Administrative Agent and its successors, and its permitted designees, as their true and lawful 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 other Managed Group Member. The Administrative Agent shall be entitled to seek and obtain from WEST and each other Managed Group Member 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 each other Managed Group Member regarding WEST and each other Managed Group Member or their business or the Assets, except as authorized in writing by WEST and each other Managed Group Member 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 each other Managed Group Member have an interest to the maximum extent achievable; and (c) to the extent that the information: (i) was generally available in the public domain; 31 (ii) was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to WEST and each other Managed Group Member; (iii) was disclosed to the general public with the approval of WEST and each other Managed Group Member; (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 each other Managed Group Member; (v) was provided by a member of a governing body of WEST or any other Managed Group Member 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 (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 XXXX and each other Managed Group Member 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 other Managed Group Member 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 other Managed Group Member by the Administrative Agent shall be taken as agent for WEST or such Managed Group Member, either naming WEST or such other relevant Managed Group Member, or naming the Administrative Agent as agent for an undisclosed principal. Neither WEST nor any other Managed Group Member 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 other Managed Group Member. The words βexecution,β βsigned,β βsignature,β and words of like import in this Agreement and any other Related Document shall be deemed to include electronic signatures or the keeping of records in electronic form (including, but not limited to DocuSign), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 32 (b) The Administrative Agent shall not have any fiduciary duty or other implied obligations or duties to WEST or any other Managed Group Member, any Lessee or any other Person arising out of this Agreement. SECTION 10.11 Nonpetition. During the term of this Agreement and for one year and one day after payment in full of the Notes, none of the parties hereto or any Affiliate thereof will file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency, examinership or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against WEST or any other Managed Group Member thereof; provided, however, that nothing shall prevent the Administrative Agent from otherwise participating in such bankruptcy or other proceeding instituted by any other Secured Party or other Person. SECTION 10.12 Concerning the Indenture Trustee and Security Trustee. In respect of the Indenture Trusteeβs and Security Trusteeβs 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 and the Security Trustee shall be afforded all of the rights, protections, immunities and indemnities contained in the Indenture and Security Trust Agreement, respectively, as if such rights, protections, immunities and indemnities were specifically set forth herein. SECTION 10.13 Amendments. This Agreement may not be terminated, amended, supplemented, waived or modified, except by an instrument in writing signed by WEST and the Administrative Agent with notice to the Indenture Trustee and the Security Trustee; provided that WEST may only terminate, amend, supplement, waive or modify this Agreement in accordance with Section 5.02(a) of the Indenture; provided further that no amendment, supplement, waiver or modification which affects the Indenture Trusteeβs or Security Trusteeβs rights, duties, indemnities or immunities hereunder may be made without the express written consent of the Indenture Trustee or Security Trustee, respectively. No failure or delay of any party in exercising any power or right thereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. SECTION 10.14 Asset Trustee Liability. It is understood and agreed that each Asset Trustee is entering into this Agreement as a Managed Group Member solely in their capacity as owner trustee under the relevant Asset Trust Agreement and that the Asset Trustee thereunder shall not be liable or accountable in its individual capacity in any circumstances whatsoever except for its own gross negligence or willful misconduct and as otherwise expressly provided in the such Asset Trust Agreement, all such individual liability being hereby waived, but otherwise shall be liable or accountable solely to the extent of the assets of the Trust Estate (as defined in each Asset Trust Agreement). [Signature Pages Follow] - Signature Page - Administrative Agency Agreement WEST VII IN WITNESS WHEREOF, this Agreement has been duly executed on the date first written above. XXXXXX ENGINE STRUCTURED TRUST VII By: /s/ Xxxxx X. Hole Name: Xxxxx X. Hole Title: Controlling Trustee

- Signature Page - Administrative Agency Agreement WEST VII XXXXXX LEASE FINANCE CORPORATION, as Administrative Agent By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Senior Vice President - Signature Page - Administrative Agency Agreement WEST VII U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Indenture Trustee By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Assistant Vice President U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as Security Trustee By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Assistant Vice President Appendix A-1 APPENDIX A DEFINITIONS βAccount Bankβ has the meaning assigned to such term in Section 2.04(b)(iii)(A) hereof. βAccount Letterβ has the meaning assigned to such term in Section 2.04(b)(iii)(A) hereof. βAdministrative Agentβ has the meaning assigned to such term in the preamble to this Agreement. βAdministrative Agent Conflicts Standardβ has the meaning assigned to such term in Section 3.02(b) hereof. βAdministrative Feeβ has the meaning assigned to such term in Section 7.01 hereof. βAdministrative Servicesβ has the meaning assigned to such term in Section 2.01(a) hereof. βAfter-Tax Basisβ 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. βAgreementβ has the meaning assigned to such term in the preamble hereof. βAsset Expenses Budgetβ has the meaning assigned to such term in Section 7.05(a)(B) of the Servicing Agreement. βBank Account Management Servicesβ has the meaning assigned to such term in Section 2.01(b) hereof. βBudgetsβ has the meaning assigned to such term in Section 7.05(a) of the Servicing Agreement. βConsolidated Quarterly Draft Accountsβ has the meaning assigned to such term in Section 2.05(b)(ii) hereof. βDelaware Trusteeβ means the Wilmington Trust Company, as trustee of WEST. βDraft Accountsβ has the meaning assigned to such term in Section 2.05(b)(iii) hereof. Appendix A-2 βIndentureβ means the Trust Indenture dated as of the Initial Closing Date, among, inter alios, WEST and the Indenture Trustee, and each successor indenture, if any, thereto (as such indenture may be amended, restated, supplemented or otherwise modified from time to time). βIndenture Trusteeβ has the meaning assigned to such term in the preamble to this Agreement. βInitial Periodβ has the meaning assigned to such term in Section 7.05(a) of the Servicing Agreement. βInsolvency Eventβ 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, examinership 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, examinership 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. βLedgersβ has the meaning assigned to such term in Section 2.05(b)(i) hereof. βManaged Group Membersβ has the meaning assigned to such term in the preamble to this Agreement. βObligorβ has the meaning assigned to such term in Section 2.04(b)(iii)(B) hereof. βOne Year Periodβ has the meaning assigned to such term in Section 7.05(a) of the Servicing Agreement. βOperating Budgetβ has the meaning assigned to such term in Section 7.05(a)(A) of the Servicing Agreement. βOther Administrative Servicesβ has the meaning assigned to such term in Section 3.02(a) hereof. βQuarterβ means the fiscal quarter of WEST and each other Managed Group Member, as applicable. βRatingsβ means the ratings assigned to the Notes by the Rating Agencies.

Appendix A-3 βReimbursable Expensesβ has the meaning assigned to such term in Section 7.02 hereof. βRepresentativesβ with respect to any Person means the officers, directors, employees, advisors and agents of such Person. βSchedule 2.02(a)β has the meaning assigned to such term in Section 2.03(j)(vii) hereof. βService Providersβ has the meaning assigned to such term in Section 2.02(c) hereof. βStandard of Performanceβ has the meaning assigned to such term in Section 3.01 hereof. βU.S. Bankruptcy Codeβ has the meaning assigned to such term in Section 8.02(c)(iii). βWESTβ has the meaning assigned to such term in the preamble to this Agreement. βXxxxxxβ means Xxxxxx Lease Finance Corporation, a Delaware corporation. βYearβ has the meaning assigned to such term in the Servicing Agreement. Schedule I-1 SCHEDULE I ACCOUNTS The following are the wire instructions for all payments: U.S. Bank N.A ABA: [*] BNF: U.S. Bank N.A. A/C: [*] OBI: WEST VII ACCT # (See table below) Portfolio Number Account [*] Collections Account [*] Lessee Funded Account [*] Security Deposit Account [*] Expense Account [*] Series Account for Series A Notes [*] Series Account for Series B Notes [*] Asset Purchase Account [*] Asset Replacement Account [*] Liquidity Facility Reserve Account [*] Initial Liquidity Payment Account [*] Maintenance Reserve Account [*] Asset Disposition Contribution Account [*] DSCR Cash Trap Account [*] Hedge Termination Payment Account Exhibit A-1 EXHIBIT A FORM OF MANAGED GROUP MEMBER SUPPLEMENT XXXXXX LEASE FINANCE CORPORATION, as Managing Agent U.S. BANK NATIONAL ASSOCIATION as Trustee [Date] Re: Administrative Agency Agreement, dated as of October 31, 2023 Ladies and Gentlemen: Reference is made to the Administrative Agency Agreement dated as of October 31, 2023 (the βAdministrative Agency Agreementβ), by and among XXXXXX ENGINE STRUCTURED TRUST VII (βWESTβ), a Delaware statutory trust, XXXXXX LEASE FINANCE CORPORATION, a Delaware corporation (together with its successors and permitted assigns, the βAdministrative Agentβ or βXxxxxxβ), U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee under the Indenture (as defined in the Administrative Agency Agreement) and as Security Trustee under the Security Trust Agreement (as defined in the Indenture), and each Issuer Subsidiary signatory to this Agreement or that becomes a party under Section 6.06 (collectively with WEST, the βManaged Group Membersβ) Capitalized terms used but not defined herein shall have the meanings set forth in the Administrative Agency Agreement. The undersigned is an Issuer Subsidiary formed or acquired by [WEST][_________] after the Initial Closing Date and hereby agrees, as of the date first above written, to become a Managed Group Member under the Administrative Agency Agreement as if it were an original party thereto and agrees that each reference in the Administrative Agency Agreement to βManaged Group Memberβ shall also mean and be a reference to the undersigned. [insert notice information for Issuer Subsidiary] [The undersigned confirms for the benefit of each other party to the Administrative Agency Agreement that, pursuant to and as required by Section 10.03 of the Administrative Agency Agreement, it has appointed [insert name and address of process agent] as its Process Exhibit A-2 Agent.] 1 [continued on next page] A-2 501055749v1 1 To be deleted if the undersigned has a place of business in the United States.

Exhibit A-3 This Managed Group Member Supplement 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. Very truly yours, [NAME OF MANAGED GROUP MEMBER] By: Name: Title: Acknowledged and agreed to as of the date first above written: XXXXXX LEASE FINANCE CORPORATION, as Administrative Agent By: _________________________________ Name: Title: