SERVICING AGREEMENT among WILLIS ENGINE SECURITIZATION TRUST, WILLIS LEASE FINANCE CORPORATION, as Servicer and Administrative Agent, and THE ENTITIES LISTED ON APPENDIX A HERETO Dated as of August 9, 2005Servicing Agreement • November 29th, 2005 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies
SERVICING 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, a Delaware statutory trust (“WEST”), WILLIS LEASE FINANCE CORPORATION, a Delaware corporation incorporated under the laws of Delaware, in its capacity as Servicer (together with its successors and permitted assigns, the “Servicer”) and as the Administrative Agent, and the entities listed on Appendix A hereto which may be added thereto in accordance with Section 6.13 hereof, (the “Subsidiaries”).
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • November 29th, 2005 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies
THIS ASSET TRANSFER AGREEMENT, dated as of August 9, 2005 (this “Agreement”), is entered into by and among WILLIS LEASE FINANCE CORPORATION (the “Seller”), a Delaware corporation, WILLIS ENGINE SECURITIZATION TRUST (“WEST”), a Delaware statutory trust, and WEST ENGINE FUNDING LLC, a Delaware limited liability company (the name of which is to be changed on or prior to the Initial Closing Date from Willis Engine Funding LLC to WEST Engine Funding LLC, “WEST Funding”).
WILLIS LEASE FINANCE CORPORATION, ServicerSeries A2 Note Purchase and Loan Agreement • November 29th, 2005 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
SERIES A2 NOTE PURCHASE AND LOAN AGREEMENT (“Series A2 Note Purchase Agreement”) dated as of August 9 2005, among WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (the “Servicer”), Fortis Captial Corp., a Connecticut corporation (“Fortis”), and HSH NORDBANK, AG, a German banking corporation (“HSH” and together with Fortis, the initial “Series A2 Noteholders”).
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, 2005Administrative Agency Agreement • November 29th, 2005 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies
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”).
WILLIS ENGINE SECURITIZATION TRUST $28,276,878 Series 2005-B1 Floating Rate Notes NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 29th, 2005 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
WILLIS ENGINE SECURITIZATION TRUST $200,000,000 Series 2005-A1 Floating Rate Notes NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 29th, 2005 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
WILLIS ENGINE SECURITIZATION TRUST, Issuer and WILLIS LEASE FINANCE CORPORATION, Servicer and FORTIS CAPITAL CORP. and HSH NORDBANK AG, as Series B2 Note HoldersSeries B2 Note Purchase and Loan Agreement • November 29th, 2005 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT (“Series B2 Note Purchase Agreement”) dated as of August 9, 2005, among WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (the “Servicer”), FORTIS CAPITAL CORP., a Connecticut Corporation (“Fortis”), and HSH NORDBANK, AG, a German banking corporation (“HSH” and together with Fortis, the initial “Series B2 Noteholders”).
