Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-15369

______________________________________________________________________

WILLIS LEASE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						68-0070656
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

4700 Lyons Technology Parkway

Coconut Creek

Florida

33073

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (561) 349-9989

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.01 par value per share

WLFC

Nasdaq Global Market

______________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☐	Accelerated Filer	☒

Non-Accelerated Filer	☐	Smaller Reporting Company	☒

		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s Common Stock outstanding as of July 31, 2024 was 6,575,511.

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WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

INDEX


PART I.	FINANCIAL INFORMATION	4

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4

	Condensed Consolidated Balance Sheets as of June 30 , 2024 and December 31, 2023	4

	Condensed Consolidated Statements of Income for the three and six months ended June 30 , 2024 and 2023	6

	Condensed Consolidated Statements of Comprehensive Income for the three and si x months ended June 30 , 2024 and 2023	7

	Condensed Consolidated Statements of Redeemable Preferred Stock and Shareholders’ Equity for the three and six months ended June 30 , 2024 and 2023	8

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30 , 2024 and 2023	10

	Notes to Condensed Consolidated Financial Statements	12

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II.	OTHER INFORMATION	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain forward-looking statements, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business, operations, growth strategy and service development efforts, and the potential impact of the current high interest rate and inflationary environment on the Company’s business, operating results and financial condition. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. When used in this Quarterly Report on Form 10-Q, the words “may,” “might,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions are intended to identify forward-looking statements and information. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on March 14, 2024, this quarterly report on Form 10-Q for the three and six months ended June 30, 2024, and our other reports filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Reference is also made to such risks and uncertainties detailed from time to time in our other filings with the SEC.

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PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)


	June 30, 2024		December 31, 2023
ASSETS
Cash and cash equivalents	$	5,044	$	7,071
Restricted cash	142,869		160,958
Equipment held for operating lease, less accumulated depreciation of $604,522 and $594,293 at June 30, 2024 and December 31, 2023, respectively	2,317,903		2,112,837
Maintenance rights	25,469		9,180
Equipment held for sale	8,058		805
Receivables, net of allowances of $2,210 and $2,311 at June 30, 2024 and December 31, 2023, respectively	54,095		58,485
Spare parts inventory	81,913		40,954
Investments	63,765		58,044
Property, equipment & furnishings, less accumulated depreciation of $20,755 and $19,374 at June 30, 2024 and December 31, 2023, respectively	35,968		37,160
Intangible assets, net	5,428		1,040
Notes receivable, net of allowances of $128 and $69 at June 30, 2024 and December 31, 2023, respectively	115,488		92,621
Investments in sales-type leases, net of allowances of $6 and $9 at June 30, 2024 and December 31, 2023, respectively	6,179		8,759
Other assets	59,477		64,430
Total assets (1)	$	2,921,656	$	2,652,344

LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses	$	89,161	$	52,937
Deferred income taxes	169,933		147,779
Debt obligations	1,946,761		1,802,881
Maintenance reserves	104,724		92,497
Security deposits	28,936		23,790
Unearned revenue	39,735		43,533
Total liabilities (2)	2,379,250		2,163,417

Redeemable preferred stock ($0.01 par value, 2,500 shares authorized; 2,500 shares issued at June 30, 2024 and December 31, 2023, respectively)	49,988		49,964

Shareholders’ equity:
Common stock ($0.01 par value, 20,000 shares authorized; 7,139 and 6,849 shares issued at June 30, 2024 and December 31, 2023, respectively)	71		68
Paid-in capital in excess of par	31,683		29,667
Retained earnings	452,263		397,781
Accumulated other comprehensive income, net of income tax expense of $2,394 and $3,276 at June 30, 2024 and December 31, 2023, respectively	8,401		11,447
Total shareholders’ equity	492,418		438,963
Total liabilities, redeemable preferred stock and shareholders’ equity	$	2,921,656	$	2,652,344

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_____________________________

(1)Total assets at June 30, 2024 and December 31, 2023, include the following assets of variable interest entities (“VIEs”) that can only be used to settle the liabilities of the VIEs: Restricted cash $142,869 and $160,958; Equipment $1,663,580 and $1,518,050; Maintenance Rights $6,814 and $7,806; Notes receivable $89,307 and $91,960; Investments in sales-type leases $1,641 and $3,564; and Other assets $11,339 and $13,339 (each respectively).

(2)Total liabilities at June 30, 2024 and December 31, 2023, include the following liabilities of VIEs for which the VIEs’ creditors do not have recourse to Willis Lease Finance Corporation: Debt obligations $1,475,971 and $1,411,680, respectively.

See accompanying notes to the unaudited condensed consolidated financial statements.

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WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
REVENUE
Lease rent revenue	$	55,866	$	54,416	$	108,747	$	107,636
Maintenance reserve revenue	62,897		35,415		106,767		58,913
Spare parts and equipment sales	6,186		4,550		9,474		9,602
Interest revenue	2,284		2,258		4,553		4,304
Gain on sale of leased equipment	14,428		4,461		23,629		4,328

Maintenance services revenue	6,781		5,849		12,008		10,508
Other revenue	2,678		2,047		5,025		3,240
Total revenue	151,120		108,996		270,203		198,531

EXPENSES
Depreciation and amortization expense	22,167		22,494		44,653		45,043
Cost of spare parts and equipment sales	5,437		3,058		8,142		7,557
Cost of maintenance services	5,671		4,843		11,245		8,770
Write-down of equipment	—		1,671		261		1,671
General and administrative	34,687		31,727		64,268		59,558
Technical expense	4,518		6,676		12,773		11,018
Net finance costs:
Interest expense	24,562		19,085		47,565		37,474
Total net finance costs	24,562		19,085		47,565		37,474
Total expenses	97,042		89,554		188,907		171,091

Income from operations	54,078		19,442		81,296		27,440
Income (loss) from joint ventures	3,825		(474)		6,499		(1,635)
Income before income taxes	57,903		18,968		87,795		25,805
Income tax expense	15,317		5,152		24,340		7,595
Net income	42,586		13,816		63,455		18,210
Preferred stock dividends	910		811		1,810		1,612
Accretion of preferred stock issuance costs	12		21		24		42
Net income attributable to common shareholders	$	41,664	$	12,984	$	61,621	$	16,556

Basic weighted average income per common share	$	6.34	$	2.04	$	9.51	$	2.65
Diluted weighted average income per common share	$	6.21	$	2.02	$	9.22	$	2.57

Basic weighted average common shares outstanding	6,570		6,354		6,479		6,239
Diluted weighted average common shares outstanding	6,714		6,442		6,687		6,449

See accompanying notes to the unaudited condensed consolidated financial statements.

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WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net income	$	42,586	$	13,816	$	63,455	$	18,210
Other comprehensive income:
Currency translation adjustment	(214)		(797)		(558)		(695)
Unrealized (loss) gain on derivative instruments	(2,380)		645		(3,396)		(6,020)
Unrealized (loss) gain on derivative instruments at joint venture	(145)		90		(220)		(143)
Net loss recognized in other comprehensive income	(2,739)		(62)		(4,174)		(6,858)
Tax benefit related to items of other comprehensive income	(614)		(14)		(936)		(1,509)
Other comprehensive loss	(2,125)		(48)		(3,238)		(5,349)
Total comprehensive income	$	40,461	$	13,768	$	60,217	$	12,861

See accompanying notes to the unaudited condensed consolidated financial statements.

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WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Redeemable Preferred Stock and Shareholders’ Equity

Three months ended June 30, 2024 and 2023

(In thousands)

(Unaudited)


				Shareholders’ Equity
	Redeemable										Accumulated Other
	Preferred Stock			Common Stock			Paid in Capital in		Retained		Comprehensive		Total Shareholders’
	Shares	Amount		Shares	Amount		Excess of par		Earnings		Income		Equity
Balances at March 31, 2024	2,500	$	49,976	6,859	$	69	$	33,657	$	417,738	$	10,333	$	461,797
Net income	—	—		—	—		—		42,586		—		42,586
Net unrealized loss from currency translation adjustment, net of tax benefit of $48	—	—		—	—		—		—		(166)		(166)
Net unrealized loss from derivative instruments, net of tax benefit of $566	—	—		—	—		—		—		(1,766)		(1,766)
Shares issued under stock compensation plans	—	—		280	2		(4)		—		—		(2)
Cancellation of restricted stock in satisfaction of withholding tax	—	—		—	—		(6,119)		—		—		(6,119)
Stock-based compensation expense, net of forfeitures	—	—		—	—		4,149		—		—		4,149
Accretion of preferred shares issuance costs	—	12		—	—		—		(12)		—		(12)
Common stock cash dividends paid ($1.00 per share)	—	—		—	—		—		(7,139)		—		(7,139)
Preferred stock dividends ($0.36 per share)	—	—		—	—		—		(910)		—		(910)
Balances at June 30, 2024	2,500	$	49,988	7,139	$	71	$	31,683	$	452,263	$	8,401	$	492,418

				Shareholders’ Equity
	Redeemable										Accumulated Other
	Preferred Stock			Common Stock			Paid in Capital in		Retained		Comprehensive		Total Shareholders’
	Shares	Amount		Shares	Amount		Excess of par		Earnings		Income		Equity
Balances at March 31, 2023	2,500	$	49,910	6,619	$	66	$	23,500	$	360,981	$	21,442	$	405,989
Net income	—	—		—	—		—		13,816		—		13,816
Net unrealized loss from currency translation adjustment, net of tax benefit of $175	—	—		—	—		—		—		(622)		(622)
Net unrealized gain from derivative instruments, net of tax expense of $161	—	—		—	—		—		—		574		574

Shares issued under stock compensation plans	—	—		326	3		(3)		—		—		—
Cancellation of restricted stock in satisfaction of withholding tax	—	—		(100)	(1)		(5,619)		—		—		(5,620)
Stock-based compensation expense, net of forfeitures	—	—		—	—		3,862		—		—		3,862
Accretion of preferred shares issuance costs	—	21		—	—		—		(21)		—		(21)
Preferred stock dividends ($0.32 per share)	—	—		—	—		—		(811)		—		(811)

Balances at June 30, 2023	2,500	$	49,931	6,845	$	68	$	21,740	$	373,965	$	21,394	$	417,167

See accompanying notes to the unaudited condensed consolidated financial statements.

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WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Redeemable Preferred Stock and Shareholders’ Equity

Six months ended June 30, 2024 and 2023

(In thousands)

(Unaudited)


				Shareholders’ Equity
	Redeemable										Accumulated Other
	Preferred Stock			Common Stock			Paid in Capital in		Retained		Comprehensive		Total Shareholders’
	Shares	Amount		Shares	Amount		Excess of par		Earnings		Income		Equity
Balances at December 31, 2023	2,500	$	49,964	6,849	$	68	$	29,667	$	397,781	$	11,447	$	438,963
Net income	—	—		—	—		—		63,455		—		63,455
Net unrealized loss from currency translation adjustment, net of tax benefit of $125	—	—		—	—		—		—		(433)		(433)
Net unrealized loss from derivative instruments, net of tax benefit of $811	—	—		—	—		—		—		(2,613)		(2,613)
Shares issued under stock compensation plans	—	—		290	3		173		—		—		176
Cancellation of restricted stock in satisfaction of withholding tax	—	—		—	—		(6,119)		—		—		(6,119)
Stock-based compensation expense, net of forfeitures	—	—		—	—		7,962		—		—		7,962
Accretion of preferred shares issuance costs	—	24		—	—		—		(24)		—		(24)
Common stock cash dividends paid ($1.00 per share)	—	—		—	—		—		(7,139)		—		(7,139)
Preferred stock dividends ($0.72 per share)	—	—		—	—		—		(1,810)		—		(1,810)

Balances at June 30, 2024	2,500	$	49,988	7,139	$	71	$	31,683	$	452,263	$	8,401	$	492,418

				Shareholders’ Equity
	Redeemable										Accumulated Other
	Preferred Stock			Common Stock			Paid in Capital in		Retained		Comprehensive		Total Shareholders’
	Shares	Amount		Shares	Amount		Excess of par		Earnings		Income		Equity
Balances at December 31, 2022	2,500	$	49,889	6,615	$	66	$	20,386	$	357,493	$	26,743	$	404,688
Net income	—	—		—	—		—		18,210		—		18,210
Net unrealized loss from currency translation adjustment, net of tax benefit of $154	—	—		—	—		—		—		(541)		(541)
Net unrealized loss from derivative instruments, net of tax benefit of $1,355	—	—		—	—		—		—		(4,808)		(4,808)

Shares issued under stock compensation plans	—	—		332	3		174		—		—		177
Cancellation of restricted stock in satisfaction of withholding tax	—	—		(102)	(1)		(5,619)		—		—		(5,620)
Stock-based compensation expense, net of forfeitures	—	—		—	—		6,799		—		—		6,799
Accretion of preferred shares issuance costs	—	42		—	—		—		(42)		—		(42)
Preferred stock dividends ($0.64 per share)	—	—		—	—		—		(1,612)		—		(1,612)
Cumulative effect due to adoption of new accounting standard	—	—		—	—		—		(84)		—		(84)
Balances at June 30, 2023	2,500	$	49,931	6,845	$	68	$	21,740	$	373,965	$	21,394	$	417,167

See accompanying notes to the unaudited condensed consolidated financial statements.

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WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Six months ended June 30,
	2024		2023
Cash flows from operating activities:
Net income	$	63,455	$	18,210
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	44,653		45,043
Payments received on sales-type leases	27,453		608
Gain on sale of leased equipment	(23,629)		(4,328)
Stock-based compensation expense	7,962		6,799
(Income) loss from joint ventures	(6,499)		1,635
Accretion of deferred costs and note discounts	4,925		2,724
Amortization of contract asset	258		—
Write-down of equipment	261		1,671
Allowances and provisions	(45)		296
Gain on insurance proceeds	(73)		(761)
Deferred income taxes	23,090		6,876
Changes in assets and liabilities:
Receivables	4,491		(10,608)
Inventory	(40,734)		(2,925)
Other assets	649		(3,428)
Accounts payable and accrued expenses	8,831		6,613
Maintenance reserves	13,157		15,219
Security deposits	5,146		2,038
Unearned revenue	(3,698)		12,805
Net cash provided by operating activities	129,653		98,487

Cash flows from investing activities:
Purchase of equipment held for operating lease and for sale	(321,577)		(111,447)
Proceeds from sale of equipment (net of selling expenses)	69,967		23,434

Issuance of notes receivable	(26,699)		(15,397)
Payments received on notes receivable	3,773		1,717
Purchase of property, equipment and furnishings	(1,707)		(3,540)
Insurance proceeds received on property, equipment and furnishings	1,235		—
Insurance proceeds received on equipment	—		2,189
Net cash used in investing activities	(275,008)		(103,044)

Cash flows from financing activities:
Proceeds from debt obligations	357,229		109,000
Principal payments on debt obligations	(211,331)		(131,383)
Common stock cash dividends paid	(7,139)		—
Cancellation of restricted stock units in satisfaction of withholding tax	(6,119)		(5,620)
Debt issuance costs	(5,757)		—
Preferred stock dividends	(1,820)		(1,621)
Proceeds from shares issued under stock compensation plans	176		177
Net cash provided by (used in) financing activities	125,239		(29,447)

Decrease in cash, cash equivalents and restricted cash	(20,116)		(34,004)
Cash, cash equivalents and restricted cash at beginning of period	168,029		89,016
Cash, cash equivalents and restricted cash at end of period	$	147,913	$	55,012

Supplemental disclosures of cash flow information:
Net cash paid for:
Interest	$	47,160	$	47,221
Income Taxes	$	5,779	$	316

Supplemental disclosures of non-cash activities:
Transfers from Equipment held for operating lease to Investments in sales-type leases	$	24,870	$	—

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Transfers from Equipment held for operating lease to Equipment held for sale	$	12,874	$	1,746
Transfers from Equipment held for operating lease to Spare parts inventory	$	225	$	261
Accretion of preferred stock issuance costs	$	24	$	42

See accompanying notes to the unaudited condensed consolidated financial statements.

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WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2024

(Unaudited)

Unless the context requires otherwise, references to the “Company,” “WLFC,” “we,” “us” or “our” in this Quarterly Report on Form 10-Q refer to Willis Lease Finance Corporation and its subsidiaries.

1. Summary of Significant Accounting Policies

The significant accounting policies of the Company were described in Note 1 to the Audited Consolidated Financial Statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). There have been no significant changes in the Company’s significant accounting policies for the six months ended June 30, 2024.

(a) Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), consistent in all material respects with those applied in the 2023 Form 10-K, for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the 2023 Form 10-K. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the Condensed Consolidated Balance Sheets, Statements of Income, Statements of Comprehensive Income, Statements of Redeemable Preferred Stock and Shareholders’ Equity, and Statements of Cash Flows for such interim periods presented. Operating results for interim periods are not necessarily indicative of the results that can be expected for a full year.

Certain reclassifications have been made to the prior year presentation to conform to the current year presentation. These reclassifications had no effect on the reported total revenue, income from operations, or net income. The following is a summary of the changes to the presentation in the Condensed Consolidated Statements of Income for the six months ended June 30, 2023:

•Maintenance services revenues predominately represent fleet management, engine and aircraft storage and repair services, and revenue related to management of fixed base operator services. In prior years, these revenues were included in Other revenue. For the three months ended June 30, 2023, the reclassification resulted in an increase of $5.8 million in Maintenance services revenues and a decrease of $5.8 million in Other revenue. For the six months ended June 30, 2023, the reclassification resulted in an increase of $10.5 million in Maintenance services revenues and a decrease of $10.5 million in Other revenue.

•Cost of maintenance services predominately represent the costs of fleet management, engine and aircraft storage and repair services, and the management of fixed base operator services. In prior years, these expenses were predominately included in General and administrative expense. For the three months ended June 30, 2023, the reclassification resulted in a net increase of $4.8 million in Cost of maintenance services, a decrease of $6.6 million in General and administrative expense, and a net increase in Technical expense of $1.8 million. For the six months ended June 30, 2023, the reclassification resulted in a net increase of $8.8 million in Cost of maintenance services, a decrease of $12.1 million in General and administrative expense, and a net increase in Technical expense of $3.3 million.

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In accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. These estimates and judgments are based on historical experience and other assumptions that management believes are reasonable and take into account the economic implications of the current high interest rate and inflationary environment on the Company’s critical and significant accounting estimates. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The significant estimates made in the accompanying Unaudited Condensed Consolidated Financial Statements include certain assumptions related to intangible assets, long-lived assets, equipment held for sale, allowances for doubtful accounts and credit losses, inventory, deferred in-substance fixed payment use fees included in Unearned revenue on the Condensed Consolidated Balance Sheets, and estimated income taxes. Actual results may differ materially from these estimates under different assumptions or conditions. Given the uncertainty in the current high interest rate and inflationary environment, the Company will continue to evaluate the nature and extent of the impact to its business, results of operations and financial condition.

(b) Principles of Consolidation

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries, including variable interest entities (“VIEs”), where the Company is the primary beneficiary in accordance with consolidation guidance. The Company first evaluates all entities in which it has an economic interest to determine whether for accounting purposes the entity is either a VIE or a voting interest entity. If the entity is a VIE, the Company consolidates the financial statements of that entity if it is the primary beneficiary of such entity’s activities. If the entity is a voting interest entity, the Company consolidates the financial statements of that entity when it has a majority of voting interests in such entity. Intercompany transactions and balances have been eliminated in consolidation.

Given the uncertainty in the rapidly changing market and economic conditions related to the current high interest rate and inflationary environment, we will continue to evaluate the nature and extent of the impact on the Company’s business and financial position. The ultimate extent of the effects of the current high interest rate and inflationary environment on the Company will depend on future developments, and such effects could exist for an extended period of time.

(d) Recent Accounting Pronouncements

Recent Accounting Pronouncements To Be Adopted by the Company

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement.” The amendments in this ASU apply to the formation of a joint venture, and under this ASU, a joint venture formation is the creation of a new reporting entity that would trigger a new basis of accounting. This ASU requires net assets contributed to the joint venture in a formation transaction to be measured at fair value at the formation date. The amendments in this ASU are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025, with early adoption permitted. Joint ventures formed on or after the effective date of ASU 2023-05 will be required to apply the new guidance prospectively. Joint ventures formed before the ASU’s effective date are permitted to apply the new guidance (1) retrospectively if they have “sufficient information” to do so or (2) prospectively if financial statements have not yet been issued (or made available for issuance). The Company expects to adopt this accounting standard update effective January 1, 2025 and is currently evaluating the potential effects on the consolidated financial statements.

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In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”), the purpose of which is to update and simplify disclosure requirements. The effective dates of the ASU will depend, in part, on whether an entity is already subject to the current disclosure requirements of the SEC. For such entities and those that must “file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer,” the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years after the date of such removal. Entities must apply the amended content to financial statements issued after the ASU’s effective date. For each of the Codification subtopics that the Company is already subject to, the Company expects to adopt the accounting standard update on each of the removal dates of the related disclosure requirements. The Company is currently evaluating the potential effects on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” Under the ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted. The Company expects to adopt this accounting standard update for the year ended December 31, 2025 and is currently evaluating the potential effects on the consolidated financial statements.

2. Equipment Held for Operating Lease and Notes Receivable

As of June 30, 2024, the Company had $2,317.9 million of equipment held in our operating lease portfolio, $115.5 million of notes receivable, $25.5 million of maintenance rights, and $6.2 million of investments in sales-type leases, which represented 344 engines, 12 aircraft, one marine vessel, and other leased parts and equipment. As of December 31, 2023, the Company had $2,112.8 million of equipment held in our operating lease portfolio, $92.6 million of notes receivable, $9.2 million of maintenance rights, and $8.8 million of investments in sales-type leases, which represented 337 engines, 12 aircraft, one marine vessel, and other leased parts and equipment.

The following table disaggregates equipment held for operating lease by asset class (in thousands):


	June 30, 2024						December 31, 2023
	Gross Value		Accumulated Depreciation		Net Book Value		Gross Value		Accumulated Depreciation		Net Book Value
Engines and related equipment	$	2,763,631	$	(591,694)	$	2,171,937	$	2,535,148	$	(569,596)	$	1,965,552
Aircraft and airframes	144,427		(9,112)		135,315		157,616		(21,409)		136,207
Marine vessel	14,367		(3,716)		10,651		14,366		(3,288)		11,078
	$	2,922,425	$	(604,522)	$	2,317,903	$	2,707,130	$	(594,293)	$	2,112,837

Notes Receivable and Investments in Sales-Type Leases

During the three months ended June 30, 2024 and 2023, the Company recorded interest revenue related to the notes receivable and investments in sales-type leases of $2.3 million, each respectively, and $4.6 million and $4.3 million during the six months ended June 30, 2024 and 2023, respectively. The effective interest rates on our notes receivable and investments in sales-type leases ranged from 7.1% to 12.2% as of June 30, 2024 and 2023.

3. Investments

In 2011, the Company entered into an agreement with Mitsui & Co., Ltd. to participate in a joint venture formed as a Dublin-based Irish limited company, Willis Mitsui & Company Engine Support Limited (“WMES”) for the purpose of acquiring and leasing jet engines. Each partner holds a 50% interest in the joint venture, and the Company uses the equity method in recording investment activity. As of June 30, 2024, WMES owned a lease portfolio, inclusive of 47 engines and one aircraft with a net book value of $299.6 million.

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In 2014, the Company entered into an agreement with China Aviation Supplies Import & Export Corporation (“CASC”) to participate in a joint venture named CASC Willis Engine Lease Company Limited (“CASC Willis”), a joint venture based in Shanghai, China. Each partner holds a 50% interest in the joint venture, and the Company uses the equity method in recording investment activity. CASC Willis acquires and leases jet engines to Chinese airlines and concentrates on the demand for leased commercial aircraft engines and aviation assets in the People’s Republic of China. As of June 30, 2024, CASC Willis owned a lease portfolio of four engines with a net book value of $38.6 million.


As of June 30, 2024	WMES		CASC Willis		Total
	(in thousands)
Investment in joint ventures as of December 31, 2023	$	40,047	$	17,997	$	58,044
Earnings from joint ventures	6,386		113		6,499

Foreign currency translation adjustment	—		(558)		(558)
Other comprehensive loss from joint ventures	(220)		—		(220)
Investment in joint ventures as of June 30, 2024	$	46,213	$	17,552	$	63,765

“Other revenue” on the Condensed Consolidated Statements of Income includes $1.3 million and $0.6 million during the three months ended June 30, 2024 and 2023, respectively, and $2.7 million and $1.1 million during the six months ended June 30, 2024 and 2023, respectively, consisting of management fees related to the servicing of engines for the WMES lease portfolio.

During the six months ended June 30, 2024, the Company sold three engines to WMES for $44.7 million. During the six months ended June 30, 2023, WMES sold one engine to the Company for $22.3 million, and the Company sold one engine to WMES for $15.5 million.

Unaudited summarized financial information for 100% of WMES is presented in the following tables:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
Revenue	$	22,223	$	10,972	$	41,149	$	21,850
Expenses	14,751		11,387		28,512		22,552
WMES net income (loss)	$	7,472	$	(415)	$	12,637	$	(702)


	June 30, 2024		December 31, 2023
	(in thousands)
Total assets	$	310,149	$	236,732
Total liabilities	211,384		150,604
Total WMES net equity	$	98,765	$	86,128

The difference between the Company’s investment in WMES and 50% of total WMES net equity, as well as the difference between the Company’s income from WMES and 50% of total WMES net income or loss, is primarily attributable to the recognition of deferred gains, which are related to engines sold by WMES to the Company, and prior to the adoption of ASU 2017-05, related to engines sold by the Company to WMES.

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4. Debt Obligations

Debt obligations consisted of the following:


	June 30, 2024		December 31, 2023
	(in thousands)
Credit facility at a floating rate of interest of one-month term Secured Overnight Financing Rate (“SOFR”) plus 3.10%, secured by engines, airframes, and loan assets. The facility has a committed amount of $500.0 million at June 30, 2024, which revolves until the maturity date of June 2025.	$	412,155	$	353,000
WEST VII Series A 2023 term notes payable at a fixed rate of interest of 8.00%, maturing in October 2048, secured by engines, airframes, and loan assets	390,682		406,894
WEST VI Series A 2021 term notes payable at a fixed rate of interest of 3.10%, maturing in May 2046, secured by engines, airframes, and loan assets	248,147		252,986
WEST VI Series B 2021 term notes payable at a fixed rate of interest of 5.44%, maturing in May 2046, secured by engines, airframes, and loan assets	34,469		35,142
WEST VI Series C 2021 term notes payable at a fixed rate of interest of 7.39%, maturing in May 2046, secured by engines, airframes, and loan assets	11,186		12,361
WEST V Series A 2020 term notes payable at a fixed rate of interest of 3.23%, maturing in March 2045, secured by engines	233,041		240,371
WEST V Series B 2020 term notes payable at a fixed rate of interest of 4.21%, maturing in March 2045, secured by engines	32,464		33,485
WEST V Series C 2020 term notes payable at a fixed rate of interest of 6.66%, maturing in March 2045, secured by engines	9,399		10,695
WEST IV Series A 2018 term notes payable at a fixed rate of interest of 4.75%, maturing in September 2043, secured by engines	206,002		212,157
WEST IV Series B 2018 term notes payable at a fixed rate of interest of 5.44%, maturing in September 2043, secured by engines	28,181		29,024
WEST III Series A 2017 term notes payable at a fixed rate of interest of 4.69%, maturing in August 2042, secured by engines	168,276		175,705
WEST III Series B 2017 term notes payable at a fixed rate of interest of 6.36%, maturing in August 2042, secured by engines	22,594		23,592
Willis Warehouse Facility LLC (“WWFL”) credit facility at a floating rate of interest of one-month term SOFR, plus 2.25%, maturing in May 2029, secured by engines, airframes, and loan assets	115,160		—
Note payable at a fixed rate of interest of 5.00%, maturing in February 2033, secured by an engine	20,914		—
Note payable at a fixed rate of interest of 4.59%, maturing in November 2032, secured by an engine	22,355		22,610
Note payable at a fixed rate of interest of 4.23%, maturing in June 2032, secured by an engine	17,757		17,802
Note payable at a fixed rate of interest of 3.18%, maturing in July 2024, secured by an aircraft	175		1,235
	1,972,957		1,827,059
Less: unamortized debt issuance costs and note discounts	(26,196)		(24,178)
Total debt obligations	$	1,946,761	$	1,802,881

The Company plans to extend the maturity date of its credit facility that matures in June 2025 prior to this date through an amendment to the credit agreement. One-month term SOFR was 5.33% and 5.38% as of June 30, 2024 and December 31, 2023, respectively.

In May 2024, WWFL, a wholly-owned subsidiary of the Company, entered into a secured credit agreement. The credit agreement provides for a five-year non-recourse, senior secured warehouse credit facility with an availability period of two years and an initial committed amount of up to $500.0 million.

As it relates to the $20.9 million, $22.4 million, and $17.8 million notes payable resulting from failed sale-leaseback transactions that are secured by engines, the Company has options to repurchase the engines in March 2032 for $18.4 million, January 2032 for $17.7 million, and July 2031 for $17.0 million, respectively.

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Principal outstanding at June 30, 2024 is expected to be repayable as follows:


Year	(in thousands)
2024	$	36,005
2025	483,844
2026	270,922
2027	193,331
2028	239,289
Thereafter	749,566
Total	$	1,972,957

Virtually all of the above debt requires ongoing compliance with certain financial covenants, including debt/equity ratios, minimum interest coverage ratios, and other eligibility criteria including asset type, customer and geographic concentration restrictions. The Company also has certain negative financial covenant obligations that relate to such items as liens, advances, changes in business, sales of assets, dividends and stock repurchases. Compliance with these covenants is tested either monthly, quarterly or annually, as required, and the Company was in full compliance with all financial covenant requirements at June 30, 2024.

5. Derivative Instruments

The Company periodically holds interest rate derivative instruments to mitigate exposure to changes in interest rates, predominantly one-month term SOFR, with $527.3 million and $353.0 million of variable rate borrowings at June 30, 2024 and December 31, 2023, respectively. As a matter of policy, management does not use derivatives for speculative purposes. As of June 30, 2024, the Company had two interest rate swap agreements. During 2021, the Company entered into four fixed-rate interest swap agreements, each having notional amounts of $100.0 million, two which matured during the six months ended June 30, 2024 and two with remaining terms of 19 months as of June 30, 2024. One interest rate swap agreement was entered into during 2019, having a notional amount of $100.0 million, which matured during the six months ended June 30, 2024. The derivative instruments were each designated as cash flow hedges at inception and recorded at fair value.

The Company evaluated the effectiveness of the swap agreements to hedge the interest rate risk associated with its variable rate debt and concluded at the swap inception dates that each swap was highly effective in hedging that risk. The Company evaluates the effectiveness of the hedging relationships on an ongoing basis and concluded there was no ineffectiveness in the hedges for the period ended June 30, 2024.

The Company estimates the fair value of derivative instruments using a discounted cash flow technique. Valuation of the derivative instruments requires certain assumptions for underlying variables and the use of different assumptions would result in a different valuation. Management believes it has applied assumptions consistently during the period. The Company applies hedge accounting and accounts for the change in fair value of its cash flow hedges through other comprehensive income for all derivative instruments that are effective and for which the related forecasted transaction is probable of occurring.

The net fair values of the interest rate swaps as of June 30, 2024 and December 31, 2023 were $13.1 million and $16.5 million, respectively, each representing an asset and reflected within Other assets in the Condensed Consolidated Balance Sheets. The Company recorded an adjustment to interest expense of $(3.1) million and $(5.7) million during the three months ended June 30, 2024 and 2023, respectively, and $(6.2) million and $(11.1) million during the six months ended June 30, 2024 and 2023, respectively, from derivative instruments.

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Effect of Derivative Instruments on Earnings in the Condensed Consolidated Statements of Income and Comprehensive Income

The following table provides additional information about the financial statement effects related to the cash flow hedges for the three and six months ended June 30, 2024 and 2023:


Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
Interest rate contracts	$	(2,380)	$	645	$	(3,396)	$	(6,020)
Total	$	(2,380)	$	645	$	(3,396)	$	(6,020)

The effective portion of the change in fair value on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income and is reclassified into earnings in the period during which the transaction being hedged affects earnings when it is determined to be improbable that the forecasted transaction will occur. The ineffective portion of the hedges, if any, is recorded in earnings in the current period.

Counterparty Credit Risk

The Company evaluates the creditworthiness of the counterparties under its hedging agreements. The counterparties for the interest rate swaps are large financial institutions that possess investment grade credit ratings. Based on these ratings, the Company believes that the counterparties are credit-worthy and that their continuing performance under the hedging agreements is probable and does not require the counterparties to provide collateral or other security to the Company.

6. Income Taxes

Income tax expense for the three and six months ended June 30, 2024 was $15.3 million and $24.3 million, respectively. The effective tax rate for the three and six months ended June 30, 2024 was 26.5% and 27.7%, respectively. Income tax expense for the three and six months ended June 30, 2023 was $5.2 million and $7.6 million, respectively. The effective tax rate for the three and six months ended June 30, 2023 was 27.2% and 29.4%, respectively. The Company’s effective tax rates differed from the U.S. federal statutory rate of 21.0% primarily due to executive compensation exceeding $1.0 million as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company records tax expense or benefit for unusual or infrequent items discretely in the period in which they occur. The Company’s tax rate is subject to change based on changes in the mix of assets leased to domestic and foreign lessees, the proportion of revenue generated within and outside of California, the amount of executive compensation exceeding $1.0 million as defined in Section 162(m) of the Code, and numerous other factors, including changes in tax law.

7. Fair Value Measurements

The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties in contrast to a forced sale or liquidation. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision.

Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

•Cash and cash equivalents, restricted cash, receivables, and accounts payable: The amounts reported in the accompanying Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature.

•Notes receivable: The carrying amount of the Company’s outstanding balance on its Notes receivable as of June 30, 2024 and December 31, 2023 was estimated to have a fair value of approximately $94.9 million and $90.3 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs).

•Investments in sales-type leases: The carrying amount of the Company’s outstanding balance on its Investments in sales-type leases as of June 30, 2024 and December 31, 2023 was estimated to have a fair value of approximately $6.1 million and $8.7 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs).

•Debt obligations: The carrying amount of the Company’s outstanding balance on its Debt obligations as of June 30, 2024 and December 31, 2023 was estimated to have a fair value of approximately $1,740.1 million and $1,598.5 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs).

Assets Measured and Recorded at Fair Value on a Recurring Basis and a Nonrecurring Basis

As of June 30, 2024 and December 31, 2023, the Company measured the fair value of its interest rate swap agreements based on Level 2 inputs, due to the usage of inputs that can be corroborated by observable market data. The Company estimates the fair value of derivative instruments using a discounted cash flow technique. The net fair values of the interest rate swaps as of June 30, 2024 and December 31, 2023 were $13.1 million and $16.5 million, respectively, each representing an asset. The Company recorded an adjustment to interest expense of $(3.1) million and $(5.7) million during the three months ended June 30, 2024 and 2023, respectively, and $(6.2) million and $(11.1) million during the six months ended June 30, 2024 and 2023, respectively, from derivative instruments.

Goodwill is assessed for impairment annually, at each year end by comparing the fair values of the reporting units to their carrying amounts. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test.

The Company determines fair value of long-lived assets held and used, such as Equipment held for operating lease and Equipment held for sale, by reference to independent appraisals, quoted market prices (e.g. an offer to purchase) and other factors. An impairment charge is recorded when the carrying value of the asset exceeds its fair value. The Company uses Level 2 inputs to measure write-downs of equipment held for lease and equipment held for sale.


	Total Losses
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
Equipment held for lease	$	—	$	1,621	$	261	$	1,621
Equipment held for sale	—		50		—		50
Total	$	—	$	1,671	$	261	$	1,671

Write-downs of equipment to their estimated fair values totaled $0.3 million for the six months ended June 30, 2024, reflecting the adjustment of the carrying value of one airframe.

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8. Earnings Per Share

Basic earnings per common share is computed by dividing net income, less preferred stock dividends and accretion of preferred stock issuance costs, by the weighted average number of common shares outstanding for the period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings per share attributable to common stockholders is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted. The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the vesting of restricted stock using the treasury stock method. Common stock equivalents are not included in diluted earnings per share when their inclusion is antidilutive. Additionally, redeemable preferred stock is not convertible and does not affect dilutive shares.

There were approximately 3,000 anti-dilutive weighted shares excluded from the computation of diluted weighted average income per common share for the three and six months ended June 30, 2024. There were no anti-dilutive shares for the three and six months ended June 30, 2023.

The following table presents the calculation of basic and diluted earnings per share (in thousands, except per share data):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net income attributable to common shareholders	$	41,664	$	12,984	$	61,621	$	16,556

Basic weighted average common shares outstanding	6,570		6,354		6,479		6,239
Potentially dilutive common shares	144		88		208		210
Diluted weighted average common shares outstanding	6,714		6,442		6,687		6,449

Basic weighted average income per common share	$	6.34	$	2.04	$	9.51	$	2.65
Diluted weighted average income per common share	$	6.21	$	2.02	$	9.22	$	2.57

9. Equity

Common Stock Repurchase

In October 2022, the Board of Directors approved the renewal of the existing common stock repurchase plan which allows for repurchases of up to $60.0 million of the Company’s common stock, extending the plan through December 31, 2024. Repurchased shares are immediately retired. No shares were repurchased during the six months ended June 30, 2024 and 2023.

Redeemable Preferred Stock

Dividends: The Company’s Series A-1 Preferred Stock accrued quarterly dividends at the rate per annum of 6.5% per share through October 15, 2023 and accrue at the rate per annum of 8.5% per share thereafter. The Series A-2 Preferred Stock accrue quarterly dividends at the rate per annum of 6.5% per share. During each of the six months ended June 30, 2024 and 2023, the Company paid total dividends of $1.8 million and $1.6 million, respectively, on the Series A-1 and Series A-2 Preferred Stock.

Redemption: The Preferred Stock has no stated maturity date, however the holders of the Preferred Stock have the option to require the Company to redeem all or any portion of the Preferred Stock for cash upon occurrence of any significant changes in operating results, ownership structure, or liquidity events as defined in the Preferred Stock purchase agreements. The redemption price is $20.00 per share plus dividends accrued but not paid. The Company is accreting the Preferred Stock to redemption value over the period from the date of issuance to the date first callable by the Preferred Stockholders (September 2024 for both of the Series A-1 Preferred Stock and Series A-2 Preferred Stock, as a result of the First Amendment to Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock dated as of September 26, 2023), such that the carrying amounts of the securities will equal the redemption amounts at the earliest redemption dates.

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10. Stock-Based Compensation Plans

The components of stock-based compensation expense were as follows:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
2023 Incentive Stock Plan	$	4,139	$	3,824	$	7,938	$	6,714
Employee Stock Purchase Plan	10		38		24		85
Total Stock Compensation Expense	$	4,149	$	3,862	$	7,962	$	6,799

Under the 2023 Incentive Stock Plan (the “2023 Plan”), stock-based compensation is in the form of restricted stock awards (“RSAs”). The RSAs are subject to either service-based vesting, which is typically between one and four years, in which a specific period of continued employment must pass before an award vests, or performance-based vesting, which is typically between one and two years. The expense associated with these awards is recognized on a straight-line basis over the respective vesting period, with forfeitures accounted for as they occur. For any vesting tranche of an award, the cumulative amount of compensation cost recognized is equal to the portion of the grant‑date fair value of the award tranche that is actually vested at that date.

As of June 30, 2024, the Company had granted 2,001,980 RSAs under the 2023 Plan and had 1,643,532 shares available for future issuance. The fair value of the RSAs equaled the stock price at the grant date.

The following table summarizes the restricted stock activity during the six months ended June 30, 2024:


			Shares
Balance of unvested shares as of December 31, 2023			465,856
Shares granted			410,180
Shares forfeited			(916)
Shares vested			(308,983)
Balance of unvested shares as of June 30, 2024			566,137

Under the Employee Stock Purchase Plan (“ESPP”), as amended and restated effective November 2021, 425,000 shares of common stock have been reserved for issuance. Eligible employees may designate no more than 10% of their base cash compensation to be deducted each pay period for the purchase of common stock under the ESPP. Participants may purchase the lesser of 1,000 shares or $25,000 of common stock in any one calendar year. Each January 31 and July 31, shares of common stock are purchased with the employees’ payroll deductions from the immediately preceding six months at a price per share of 85% of the lesser of the market price of the common stock on the purchase date or the market price of the common stock on the date of entry into an offering period. During the six months ended June 30, 2024 and 2023, 5,532 and 5,506 shares of common stock, respectively, were issued under the ESPP. The Company issues new shares through its transfer agent upon an employee stock purchase.

11. Reportable Segments

The Company has two reportable segments: (i) Leasing and Related Operations, which involves acquiring and leasing, primarily pursuant to operating leases, commercial aircraft, aircraft engines, and other aircraft equipment, and the selective purchase and resale of commercial aircraft engines and other aircraft equipment, and other related businesses and (ii) Spare Parts Sales, which involves the purchase and resale of after-market engine parts, whole engines, engine modules, and portable aircraft components.

The Company’s Chief Operating Decision Maker (“CODM”) is Austin Willis, Chief Executive Officer. The CODM evaluates the performance of and allocation of resources to each of the segments based on income or loss from operations. While the Company believes there are synergies between the two business segments, the segments are managed separately because each requires different business strategies.

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The following tables present a summary of the reportable segments (in thousands):


Three months ended June 30, 2024	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	55,866	$	—	$	—	$	55,866
Maintenance reserve revenue	62,897		—		—		62,897
Spare parts and equipment sales	209		5,977		—		6,186
Interest revenue	2,284		—		—		2,284
Gain on sale of leased equipment	14,428		—		—		14,428
Maintenance services revenue	6,781		—		—		6,781
Other revenue	2,598		139		(59)		2,678
Total revenue	145,063		6,116		(59)		151,120

Expenses:
Depreciation and amortization expense	22,148		19		—		22,167
Cost of spare parts and equipment sales	21		5,416		—		5,437
Cost of maintenance services	5,671		—		—		5,671
General and administrative	34,035		652		—		34,687
Technical expense	4,518		—		—		4,518
Net finance costs:							—
Interest expense	24,562		—		—		24,562

Total finance costs	24,562		—		—		24,562
Total expenses	90,955		6,087		—		97,042
Income from operations	$	54,108	$	29	$	(59)	$	54,078

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Three months ended June 30, 2023	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	54,416	$	—	$	—	$	54,416
Maintenance reserve revenue	35,415		—		—		35,415
Spare parts and equipment sales	254		4,296		—		4,550
Interest revenue	2,258		—		—		2,258
Gain on sale of leased equipment	4,461		—		—		4,461
Maintenance services revenue	5,849		—		—		5,849
Other revenue	1,888		228		(69)		2,047
Total revenue	104,541		4,524		(69)		108,996

Expenses:
Depreciation and amortization expense	22,472		22		—		22,494
Cost of spare parts and equipment sales	43		3,015		—		3,058
Cost of maintenance services	4,843		—		—		4,843
Write-down of equipment	1,671		—		—		1,671
General and administrative	30,706		1,021		—		31,727
Technical expense	6,676		—		—		6,676
Net finance costs:
Interest expense	19,085		—		—		19,085

Total finance costs	19,085		—		—		19,085
Total expenses	85,496		4,058		—		89,554
Income from operations	$	19,045	$	466	$	(69)	$	19,442

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Six months ended June 30, 2024	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	108,747	$	—	$	—	$	108,747
Maintenance reserve revenue	106,767		—		—		106,767
Spare parts and equipment sales	293		9,181		—		9,474
Interest revenue	4,553		—		—		4,553
Gain on sale of leased equipment	23,629		—		—		23,629

Maintenance services revenue	12,008		—		—		12,008
Other revenue	4,742		380		(97)		5,025
Total revenue	260,739		9,561		(97)		270,203

Expenses:
Depreciation and amortization expense	44,616		37		—		44,653
Cost of spare parts and equipment sales	30		8,112		—		8,142
Cost of maintenance services	11,245		—		—		11,245
Write-down of equipment	261		—		—		261
General and administrative	62,221		2,047		—		64,268
Technical expense	12,773		—		—		12,773
Net finance costs:
Interest expense	47,565		—		—		47,565

Total finance costs	47,565		—		—		47,565
Total expenses	178,711		10,196		—		188,907
Income (loss) from operations	$	82,028	$	(635)	$	(97)	$	81,296

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Six months ended June 30, 2023	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	107,636	$	—	$	—	$	107,636
Maintenance reserve revenue	58,913		—		—		58,913
Spare parts and equipment sales	309		9,293		—		9,602
Interest revenue	4,304		—		—		4,304
Gain on sale of leased equipment	4,328		—		—		4,328

Maintenance services revenue	10,508		—		—		10,508
Other revenue	3,017		326		(103)		3,240
Total revenue	189,015		9,619		(103)		198,531

Expenses:
Depreciation and amortization expense	44,989		54		—		45,043
Cost of spare parts and equipment sales	51		7,506		—		7,557
Cost of maintenance services	8,770		—		—		8,770
Write-down of equipment	1,671		—		—		1,671
General and administrative	57,496		2,062		—		59,558
Technical expense	11,018		—		—		11,018
Net finance costs:
Interest expense	37,474		—		—		37,474
Total finance costs	37,474		—		—		37,474
Total expenses	161,469		9,622		—		171,091
Income (loss) from operations	$	27,546	$	(3)	$	(103)	$	27,440


	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Total assets as of June 30, 2024	$	2,836,303	$	85,353	$	—	$	2,921,656
Total assets as of December 31, 2023	$	2,602,907	$	49,437	$	—	$	2,652,344

12. Related Party Transactions

Joint Ventures

“Other revenue” on the Condensed Consolidated Statements of Income includes management fees earned of $1.3 million and $0.6 million during the three months ended June 30, 2024 and 2023, and $2.7 million and $1.1 million during the six months ended June 30, 2024 and 2023, respectively, related to the servicing of engines for the WMES lease portfolio.

During the six months ended June 30, 2024, the Company sold three engines to WMES for $44.7 million, which resulted in a net gain of $12.0 million for the Company. During the six months ended June 30, 2023, WMES sold one engine to the Company for $22.3 million, and the Company sold one engine to WMES for $15.5 million, which resulted in a net gain of $2.8 million for the Company.

Other

During the six months ended June 30, 2024, the Company paid approximately $66 thousand expense to Mikchalk Lake, LLC, an entity in which our Executive Chairman retains an ownership interest. These expenses were for lodging and other business-related services and were approved by the Board’s Independent Directors.

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13. Subsequent Events

On July 29, 2024, the Willis Lease Finance Corporation Board of Directors declared the Company’s first regular quarterly dividend of $0.25 per share of common stock outstanding. The dividend is expected to be paid on August 21, 2024, to shareholders of record at the close of business on August 12, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and notes thereto included under Part I, Item 1 of this Quarterly Report on Form 10-Q. In addition, reference should be made to our Audited Consolidated Financial Statements and notes thereto and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs, including potential impacts of the current high interest rate and inflationary environment on our business, results of operations and financial condition. Our actual results may differ materially from those contained in or implied by any forward-looking statements. The financial information included in this discussion and in our consolidated financial statements may not be indicative of our consolidated financial position, operating results, changes in equity and cash flows in the future. See “Special Note Regarding Forward-Looking Statements” included earlier in this report.

Overview

Our core business is acquiring and leasing commercial aircraft and aircraft engines and related aircraft equipment pursuant to operating leases, all of which we sometimes collectively refer to as “equipment.” As of June 30, 2024, the majority of our leases were operating leases, with the exception of certain failed sale-leaseback transactions classified as notes receivable under the guidance provided by Accounting Standards Codification (“ASC”) 842 and investments in sales-type leases. As of June 30, 2024, we had 70 lessees in 35 countries. Our portfolio is continually changing due to equipment acquisitions and sales. As of June 30, 2024, we had $2,317.9 million of equipment held in our operating lease portfolio, $115.5 million of notes receivable, $25.5 million of maintenance rights, and $6.2 million of investments in sales-type leases, which represented 344 engines, 12 aircraft, one marine vessel, and other leased parts and equipment. As of June 30, 2024, we also managed 222 engines, aircraft and related equipment on behalf of other parties.

Our wholly-owned and vertically-integrated subsidiary Willis Asset Management Limited (“Willis Asset Management”) is focused on the engine management and consulting business. Willis Aeronautical Services, Inc. (“Willis Aero”) is a wholly-owned and vertically-integrated subsidiary whose primary focus is the sale of aircraft engine parts and materials through the acquisition or consignment of aircraft and engines.

We actively manage our portfolio and structure our leases to maximize the residual values of our leased assets. Our leasing business focuses on popular Stage IV commercial jet engines manufactured by CFMI, General Electric, Pratt & Whitney, Rolls Royce and International Aero Engines. These engines are the most widely used engines in the world, powering Airbus, Boeing, Bombardier and Embraer aircraft.

Risks and Uncertainties

Given the uncertainty in the rapidly changing market and economic conditions related to the current high interest rate and inflationary environment, we will continue to evaluate the nature and extent of the impact to the Company’s business and financial position. The ultimate extent of the current high interest rate and inflationary environment on the Company will depend on future developments, and such effects could exist for an extended period of time.

Recent Developments

On April 3, 2024, the Board of Directors, upon the recommendation of its independent members, appointed Colm Barrington to serve on the Board of Directors as an independent director. Mr. Barrington’s appointment to the Board of Directors became effective on that same date. Mr. Barrington replaced Robert Keady, whose resignation was accepted and became effective on April 1, 2024.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2023 Form 10-K.

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Results of Operations

Three months ended June 30, 2024 compared to the three months ended June 30, 2023

Revenue is summarized as follows:


	Three months ended June 30,
	2024		2023		% Change
	(dollars in thousands)
Lease rent revenue	$	55,866	$	54,416	2.7	%
Maintenance reserve revenue	62,897		35,415		77.6	%
Spare parts and equipment sales	6,186		4,550		36.0	%
Interest revenue	2,284		2,258		1.2	%
Gain on sale of leased equipment	14,428		4,461		223.4	%
Maintenance services revenue	6,781		5,849		15.9	%
Other revenue	2,678		2,047		30.8	%
Total revenue	$	151,120	$	108,996	38.6	%

Lease Rent Revenue. Lease rent revenue consists of rental income from long-term and short-term engine leases, aircraft leases, and other leased parts and equipment. Lease rent revenue increased by $1.5 million, or 2.7%, to $55.9 million in the three months ended June 30, 2024 from $54.4 million for the three months ended June 30, 2023. The increase is due to an increase in the number of engines acquired and placed on lease as compared to that of the prior year period as well as an increase in the average lease rate factor. During the three months ended June 30, 2024, we purchased equipment (including capitalized costs) totaling $258.8 million, which consisted of three aircraft, 11 engines, and other parts and equipment purchased for our lease portfolio. During the three months ended June 30, 2023, we purchased equipment (including capitalized costs) totaling $55.8 million, which consisted of nine engines and other parts and equipment purchased for our lease portfolio.

The Company had one customer account for approximately 10% and 15% of total lease rent revenue during each of the three months ended June 30, 2024 and 2023, respectively.

At June 30, 2024, the Company had $2,317.9 million of equipment held in our operating lease portfolio, $115.5 million of notes receivable, $25.5 million of maintenance rights, and $6.2 million of investments in sales-type leases. At June 30, 2023, the Company had $2,161.7 million of equipment held in our operating lease portfolio, $95.0 million of notes receivable, $14.0 million of maintenance rights, and $5.8 million of investments in sales-type leases. Average utilization (based on net book value) was approximately 83% and 84% for the three months ended June 30, 2024 and 2023, respectively.

Maintenance Reserve Revenue. Maintenance reserve revenue increased $27.5 million, or 77.6%, to $62.9 million for the three months ended June 30, 2024 from $35.4 million for the three months ended June 30, 2023. Long-term maintenance revenue is influenced by end of lease compensation and the realization of long-term maintenance reserves associated with engines coming off lease. There was $17.0 million long-term maintenance revenue recognized for the three months ended June 30, 2024, compared to $6.8 million long-term maintenance revenue recognized in the comparable prior period. Engines on lease with “non-reimbursable” usage fees generated $45.9 million of short-term maintenance revenues, compared to $28.6 million in the comparable prior period. As of June 30, 2024, there was $24.6 million of deferred in-substance fixed payment use fees included in Unearned revenue, compared to $19.8 million in the comparable prior period. During the three months ended June 30, 2024, our balance of deferred in-substance fixed payment use fees decreased by approximately $2.1 million from the balance for the quarter ended March 31, 2024. These deferred in-substance fixed payment use fees represent portfolio utilization beyond the maintenance reserve revenues reflected in our Condensed Consolidated Statements of Income.

Spare Parts and Equipment Sales. Spare parts and equipment sales increased by $1.6 million, or 36.0%, to $6.2 million for the three months ended June 30, 2024 compared to $4.6 million for the three months ended June 30, 2023. The increase in spare parts sales for the three months ended June 30, 2024 reflects variations in the timing of sales. There were no equipment sales for the three months ended June 30, 2024 and 2023.

Gain on Sale of Leased Equipment. During the three months ended June 30, 2024, we sold seven engines, eight airframes, and other parts and equipment from the lease portfolio for a net gain of $14.4 million. During the three months ended June 30, 2023, we sold two engines and other parts and equipment from the lease portfolio for a net gain of $4.5 million.

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Maintenance Services Revenue. Maintenance services revenues predominately represent fleet management, engine and aircraft storage and repair services, and revenue related to management of fixed base operator services, such as refueling, maintenance, and hangar services. Maintenance services revenue increased by $0.9 million, or 15.9%, to $6.8 million for the three months ended June 30, 2024, from $5.8 million for the three months ended June 30, 2023. The increase primarily reflects an increase in service fee revenue and revenue related to the management of fixed base operator services.

Other Revenue. Other revenue increased by $0.6 million, or 30.8%, to $2.7 million for the three months ended June 30, 2024 from $2.0 million for the three months ended June 30, 2023. Other revenue consists primarily of managed service fee revenue and other discrete revenue items. The increase primarily reflects increased managed service fee revenue.

Depreciation and Amortization Expense. Depreciation and amortization expense decreased by $0.3 million, or 1.5%, to $22.2 million for the three months ended June 30, 2024 compared to $22.5 million for the three months ended June 30, 2023.

Cost of Spare Parts and Equipment Sales. Cost of spare parts and equipment sales increased by $2.4 million, or 77.8%, to $5.4 million for the three months ended June 30, 2024 compared to $3.1 million for the three months ended June 30, 2023, reflecting the increase in spare part sales. There were no equipment or cost of equipment sales for the three months ended June 30, 2024 and 2023.

Cost of Maintenance Services. Cost of maintenance services predominately represent the costs of fleet management, engine and aircraft storage and repair services, and the management of fixed base operator services. Cost of maintenance services increased by $0.8 million, or 17.1%, to $5.7 million for the three months ended June 30, 2024, compared to $4.8 million for the three months ended June 30, 2023. The increase primarily reflects increased maintenance service fee revenue.

Write-down of Equipment. There was no write-down of equipment for the three months ended June 30, 2024. Write-down of equipment was $1.7 million for the three months ended June 30, 2023, reflecting the write-down of two engines.

General and Administrative Expenses. General and administrative expenses increased by $3.0 million, or 9.3%, to $34.7 million for the three months ended June 30, 2024 compared to $31.7 million for the three months ended June 30, 2023. The increase primarily reflects a $6.2 million increase in personnel costs, partially offset by a $1.1 million decrease in taxes and a decrease in outside service fees of $0.9 million.

Technical Expense. Technical expense consists of the non-capitalized cost of engine repairs, engine thrust rental fees, outsourced technical support services, sublease engine rental expense, engine storage and freight costs. Technical expense decreased by $2.2 million to $4.5 million for the three months ended June 30, 2024 compared to $6.7 million for the three months ended June 30, 2023, primarily due to a lower level of engine repair activity as compared to that of the prior period.

Net Finance Costs. Net finance costs increased $5.5 million, or 28.7%, to $24.6 million for the three months ended June 30, 2024, compared to $19.1 million for the three months ended June 30, 2023, primarily due to a higher level of debt obligations, including increased borrowing costs associated with our WEST VII notes payable, which has a fixed interest rate of 8.0%, as compared to that of the Company’s other notes payable. Additionally, derivative-related receipts were $3.1 million for the three months ended June 30, 2024, as compared to $5.7 million for the three months ended June 30, 2023. These increases were offset by a decrease in interest expense associated with our credit facility that matures in June 2025 due to principal payments made and a decrease in the outstanding balance of the credit facility.

Income Tax Expense. Income tax expense was $15.3 million for the three months ended June 30, 2024 compared to income tax expense of $5.2 million for the three months ended June 30, 2023. The effective tax rate for the second quarter of 2024 was 26.5% compared to 27.2% in the prior year period. The Company’s effective tax rate differed from the U.S. federal statutory rate of 21.0% primarily due to executive compensation exceeding $1.0 million as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

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Six months ended June 30, 2024 compared to the six months ended June 30, 2023

Revenue is summarized as follows:


	Six months ended June 30,
	2024		2023		% Change
	(dollars in thousands)
Lease rent revenue	$	108,747	$	107,636	1.0	%
Maintenance reserve revenue	106,767		58,913		81.2	%
Spare parts and equipment sales	9,474		9,602		(1.3)	%
Interest revenue	4,553		4,304		5.8	%
Gain on sale of leased equipment	23,629		4,328		446.0	%

Maintenance services revenue	12,008		10,508		14.3	%
Other revenue	5,025		3,240		55.1	%
Total revenue	$	270,203	$	198,531	36.1	%

Lease Rent Revenue. Lease rent revenue increased by $1.1 million, or 1.0%, to $108.7 million for the six months ended June 30, 2024, compared to $107.6 million for the six months ended June 30, 2023. The increase is due to an increase in the number of engines acquired and placed on lease as compared to that of the prior year period as well as an increase in the average lease rate factor. During the six months ended June 30, 2024, we purchased equipment (including capitalized costs) totaling $321.6 million, which consisted of five aircraft, 15 engines, and other parts and equipment purchased for our lease portfolio. During the six months ended June 30, 2023, we purchased equipment (including capitalized costs) totaling $111.4 million, which consisted of 14 engines and other parts and equipment purchased for our lease portfolio.

The Company had two customers account for approximately 11% and 11%, and 15% and 11%, of total lease rent revenue during the six months ended June 30, 2024 and 2023, respectively.

At June 30, 2024, the Company had $2,317.9 million of equipment held in our operating lease portfolio, $115.5 million of notes receivable, $25.5 million of maintenance rights, and $6.2 million of investments in sales-type leases. At June 30, 2023, the Company had $2,161.7 million of equipment held in our operating lease portfolio, $95.0 million of notes receivable, $14.0 million of maintenance rights, and $5.8 million of investments in sales-type leases. Average utilization (based on net book value) was approximately 84% and 85% for the six months ended June 30, 2024 and 2023, respectively.

Maintenance Reserve Revenue. Maintenance reserve revenue increased $47.9 million, or 81.2%, to $106.8 million for the six months ended June 30, 2024 from $58.9 million for the six months ended June 30, 2023. Long-term maintenance revenue was $23.3 million for the six months ended June 30, 2024 compared to $6.8 million in the prior year period. Engines out on lease with “non-reimbursable” usage fees generated $83.4 million of short-term maintenance revenues compared to $52.1 million in the comparable prior period. As of June 30, 2024, there was $24.6 million of deferred in-substance fixed payment use fees included in Unearned revenue, compared to $19.8 million in the comparable period. During the six months ended June 30, 2024, our balance of deferred in-substance fixed payment use fees decreased by approximately $3.8 million from the balance for the year ended December 31, 2023. These deferred in-substance fixed payment use fees represent portfolio utilization beyond the maintenance reserve revenues reflected in our Condensed Consolidated Statements of Income.

Spare Parts and Equipment Sales. Spare parts and equipment sales decreased by $0.1 million, or 1.3%, to $9.5 million for the six months ended June 30, 2024 compared to $9.6 million in the prior year period. The decrease in spare parts sales for the six months ended June 30, 2024 reflects variations in the timing of sales. There were no equipment sales during the six months ended June 30, 2024 and 2023.

Gain on Sale of Leased Equipment. During the six months ended June 30, 2024, we sold 15 engines, eight airframes, and other parts and equipment from the lease portfolio for a net gain of $23.6 million. During the six months ended June 30, 2023, we sold four engines and other parts and equipment from the lease portfolio for a net gain of $4.3 million.

Maintenance Services Revenue. Maintenance services revenues predominately represent fleet management, engine and aircraft storage and repair services, and revenue related to management of fixed base operator services. Maintenance services revenue increased by $1.5 million, or 14.3%, to $12.0 million for the six months ended June 30, 2024, from $10.5 million for the six months ended June 30, 2023. The increase primarily reflects an increase in service fee revenue and revenue related to the management of fixed base operator services.

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Other Revenue. Other revenue increased by $1.8 million, or 55.1%, to $5.0 million for the six months ended June 30, 2024 from $3.2 million for the six months ended June 30, 2023. Other revenue consists primarily of managed service fee revenue and other discrete revenue items. The increase for the six months ended June 30, 2024 compared to the prior year period primarily reflects increased managed service revenue.

Depreciation and Amortization Expense. Depreciation and amortization expense decreased by $0.4 million, or 0.9%, to $44.7 million for the six months ended June 30, 2024 compared to $45.0 million for the six months ended June 30, 2023.

Cost of Spare Parts and Equipment Sales. Cost of spare parts and equipment sales increased by $0.6 million, or 7.7%, to $8.1 million for the six months ended June 30, 2024 compared to $7.6 million for the six months ended June 30, 2023. There were no equipment or cost of equipment sales for the six months ended June 30, 2024 and 2023.

Cost of Maintenance Services. Cost of maintenance services increased by $2.5 million, or 28.2%, to $11.2 million for the six months ended June 30, 2024, compared to $8.8 million for the six months ended June 30, 2023. The increase is primarily related to an increase in personnel costs, as a result of expansion of our aircraft tear down and repair services, as well as an increase in facility related costs.

Write-down of Equipment. Write-down of equipment was $0.3 million for the six months ended June 30, 2024, primarily reflecting the write-down of one airframe. Write-down of equipment was $1.7 million for the six months ended June 30, 2023, primarily reflecting the write-down of two engines.

General and Administrative Expenses. General and administrative expenses increased by $4.7 million, or 7.9%, to $64.3 million for the six months ended June 30, 2024 compared to $59.6 million for the six months ended June 30, 2023. The increase primarily reflects a $9.6 million increase in personnel costs, partially offset by a $2.9 million decrease in taxes and a $1.1 million decrease in professional fees.

Technical Expense. Technical expense increased by $1.8 million, or 15.9%, to $12.8 million for the six months ended June 30, 2024 compared to $11.0 million for the six months ended June 30, 2023, primarily due to a higher level of engine repair activity and thrust rental fees, which is driven by increased activity in the industry.

Net Finance Costs. Net finance costs increased by $10.1 million, or 26.9%, to $47.6 million for the six months ended June 30, 2024 compared to $37.5 million for the six months ended June 30, 2023, primarily due a higher level of debt obligations, including increased borrowing costs associated with our WEST VII notes payable, which has a fixed interest rate of 8.0%, as compared to that of the Company’s other notes payable. Additionally, derivative-related receipts were $6.2 million for the six months ended June 30, 2024, as compared to $11.1 million for the six months ended June 30, 2023. These increases were offset by a decrease in interest expense associated with our credit facility that matures in June 2025 due to principal payments made and a decrease in the outstanding balance of the credit facility.

Income Tax Expense. Income tax expense was $24.3 million for the six months ended June 30, 2024 compared to $7.6 million for the six months ended June 30, 2023. The effective tax rate for the six months ended June 30, 2024 was 27.7% compared to 29.4% in the prior year period. The Company’s effective tax rate differed from the U.S. federal statutory rate of 21.0% primarily due to executive compensation exceeding $1.0 million as defined in Section 162(m) of the Code.

Financial Position, Liquidity and Capital Resources

Liquidity

At June 30, 2024, the Company had $5.0 million of cash and cash equivalents and $142.9 million of restricted cash. We fund our operations primarily from cash provided by our leasing activities. We finance our growth through borrowings secured primarily by our equipment lease portfolio. Cash of approximately $357.2 million and $109.0 million for the six months ended June 30, 2024 and 2023, respectively, was derived from our borrowing activities. In these same time periods, $211.3 million and $131.4 million, respectively, was used to pay down related debt.

For any interest rate swaps that we enter into, we will be exposed to risk in the event of non-performance of the interest rate hedge counter-parties. We may hedge additional amounts of our floating rate debt in the future.

Cash Flows Discussion

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Cash flows provided by operating activities were $129.7 million and $98.5 million for the six months ended June 30, 2024 and 2023, respectively. The $31.2 million, or 31.6%, increase in operating cash flows was primarily driven by a 81.2% increase in maintenance reserve revenue, reflecting increased levels of usage fees resulting from high levels of travel and supply chain constraints. Additionally, payments received on sales-type leases increased $26.8 million, and changes in receivables contributed to $15.1 million of incremental operating cash flows as collections improved. Partially offsetting these increases in operating cash flows was a period over period $37.8 million decline in cash flows from changes in inventory, reflecting investment in parts of high demand engine types. Cash flows from operations are driven significantly by payments made under our lease agreements, which comprise lease revenue, security deposits and maintenance reserves, and are offset by interest expense and general and administrative costs. Cash received as maintenance reserve payments for some of our engines on lease are partially restricted by our debt arrangements. The lease revenue stream, in the short-term, is at fixed rates while a portion of our debt is at variable rates. If interest rates increase, it is unlikely we could increase lease rates in the short term and this would cause a reduction in our earnings and operating cash flows. Revenue and maintenance reserves are also affected by the amount of equipment off lease. Approximately 80% and 84%, by book value, of our assets were on-lease as of June 30, 2024 and December 31, 2023, respectively. The average utilization rate (based on net book value) for the six months ended June 30, 2024 and 2023 was approximately 84% and 85%, respectively. If there is an increase in off-lease rates or deterioration in lease rates that are not offset by reductions in interest rates, there will be a negative impact on earnings and cash flows from operations.

Cash flows used in investing activities were $275.0 million for the six months ended June 30, 2024 and primarily reflected $321.6 million for the purchase of equipment held for operating lease and for sale (including capitalized costs and prepaid deposits made in the period) and $26.7 million related to leases entered into which were classified as notes receivable under ASC 842, partially offset by proceeds from sale of equipment (net of selling expenses) of $70.0 million. Cash flows used in investing activities were $103.0 million for the six months ended June 30, 2023 and primarily reflected $111.4 million for the purchase of equipment held for operating lease and for sale (including capitalized costs and prepaid deposits made in the period) and $15.4 million related to leases entered into which were classified as notes receivable under ASC 842, partially offset by proceeds from sale of equipment (net of selling expenses) of $23.4 million.

Cash flows provided by financing activities were $125.2 million for the six months ended June 30, 2024 and primarily reflected $357.2 million in proceeds from debt obligations, partially offset by $211.3 million in principal payments and $7.1 million in cash dividends paid to common stock holders. Cash flows used in financing activities were $29.4 million for the six months ended June 30, 2023 and primarily reflected $131.4 million in principal payments, partially offset by $109.0 million in proceeds from debt obligations.

Cash Dividends

During the six months ended June 30, 2024, the Company paid cash dividends of $7.1 million to shareholders of common stock.

Preferred Stock Dividends

The Company’s Series A-1 Preferred Stock accrued quarterly dividends at the rate per annum of 6.5% per share through October 15, 2023 and accrue at the rate per annum of 8.5% per share thereafter. The Series A-2 Preferred Stock accrue quarterly dividends at the rate per annum of 6.5% per share. During each of the six months ended June 30, 2024 and 2023, the Company paid total dividends of $1.8 million and $1.6 million, respectively, on the Series A-1 and Series A-2 Preferred Stock.

Debt Obligations and Covenant Compliance

At June 30, 2024, debt obligations consisted of loans totaling $1,946.8 million, net of unamortized issuance costs and note discounts, payable with interest rates varying between approximately 3.1% and 8.4%. Substantially all of our assets are pledged to secure our obligations to creditors. For further information on our debt instruments, see Note 4 “Debt Obligations” in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Virtually all of our debt requires our ongoing compliance with certain financial covenants including debt/equity ratios, minimum tangible net worth and minimum interest coverage ratios, and other eligibility criteria including customer and geographic concentration restrictions. Under our revolving credit facility, we can borrow no more than 85% of an engine’s net book value and 65% of an airframe’s, spare parts inventory’s or other assets net book value. Therefore, we must have other available funds for the balance of the purchase price of any new equipment to be purchased. Our revolving credit facility, certain indentures and other debt related agreements also contain cross-default provisions. If we do not comply with the covenants or eligibility requirements, we may not be permitted to borrow additional funds and accelerated payments may become necessary. Additionally, much of the debt is secured by engines and aircraft, and to the extent that engines or aircraft are sold, repayment of that portion of the debt could be required.

At June 30, 2024, we were in compliance with the covenants specified in our revolving credit facility, including the Interest Coverage Ratio requirement of at least 2.25 to 1.00, and the Total Leverage Ratio requirement of not greater than 4.50 to 1.00. The Interest Coverage Ratio, as defined in the credit facility, is the ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other one-time charges to consolidated interest expense. The Total Leverage Ratio, as defined in the credit facility, is the ratio of total indebtedness to tangible net worth. At June 30, 2024, we were in compliance with the covenants specified in the WEST III, WEST IV, WEST V, WEST VI, WEST VII, and Willis Warehouse Facility LLC indentures and servicing and other debt related agreements.

Off-Balance Sheet Arrangements

As of June 30, 2024, we had no material off-balance sheet arrangements or obligations that have or are reasonably likely to have a current or future effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Contractual Obligations and Commitments

Repayments of our gross debt obligations primarily consist of scheduled installments due under term loans and are funded by the use of unrestricted cash reserves and from cash flows from ongoing operations. The table below summarizes our contractual commitments at June 30, 2024:


			Payment due by period (in thousands)
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Debt obligations	$	1,972,957	$	483,999	$	335,657	$	771,539	$	381,762
Interest payments under debt obligations	372,217		111,688		145,882		100,018		14,629
Purchase obligations	475,260		183,804		291,456		—		—
Operating lease obligations	6,887		3,210		2,442		817		418
Total	$	2,827,321	$	782,701	$	775,437	$	872,374	$	396,809

From time to time we enter into contractual commitments to purchase engines directly from original equipment manufacturers. We are currently committed to purchasing two additional Pratt & Whitney aircraft engines, seven additional new LEAP-1B engines, and 18 additional new LEAP-1A engines for an aggregate total of $475.3 million by 2027. Our purchase agreements generally contain terms that allow the Company to defer or cancel purchase commitments in certain situations. These deferrals or conversions would not result in penalties or increased costs other than any potential increase due to the normal year-over-year change in engine list prices, which is akin to ordinary inflation. The Company continues to expect demand for LEAP-1B engines to increase as the 737 Max continues to be re-certified and aircraft (and their installed engines) that have been parked and in storage for more than one year begin the technical process of returning to service.

In December 2020, we entered into definitive agreements for the purchase of 25 Pratt & Whitney aircraft engines. As part of the purchase, we have committed to certain future overhaul and maintenance services which are anticipated to range between $88.5 million and $121.5 million by 2030.

We have estimated the interest payments due under debt obligations by applying the interest rates applicable at June 30, 2024 to the remaining debt, adjusted for the estimated debt repayments identified in the table above. Actual interest payments made will vary due to changes in the rates.

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We believe our equity base, internally generated funds and existing debt facilities are sufficient to maintain our level of operations for the next twelve months. A decline in the level of internally generated funds could result if the amount of equipment off-lease increases, there is a decrease in availability under our existing debt facilities, or there is a significant step-up in borrowing costs. Such decline would impair our ability to sustain our level of operations. We continue to discuss additions to our capital base with our commercial and investment banks. If we are not able to access additional capital, our ability to continue to grow our asset base consistent with historical trends will be impaired and our future growth limited to that which can be funded from internally generated capital.

Recent Accounting Pronouncements

The most recent adopted accounting pronouncements and accounting pronouncements to be adopted by the Company are described in Note 1 to our Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our primary market risk exposure is that of interest rate risk. A change in rates would affect our cost of borrowing. Increases in interest rates, which may cause us to raise the implicit rates charged to our customers, could result in a reduction in demand for our leases. Alternatively, we may price our leases based on market rates so as to keep the fleet on-lease and suffer a decrease in our operating margin due to interest costs that we are unable to pass on to our customers. As of June 30, 2024, $527.3 million of our outstanding debt is variable rate debt. We estimate that for every one percent increase or decrease in interest rates on our variable rate debt, net of our interest rate swaps, our annual interest expense would increase or decrease by $3.3 million.

We hedge a portion of our borrowings from time to time, effectively fixing the rate of these borrowings. This hedging activity helps protect us against reduced margins on longer term fixed rate leases. Such hedging activities may limit our ability to participate in the benefits of any decrease in interest rates but may also protect us from increases in interest rates. Furthermore, since lease rates tend to vary with interest rate levels, it is possible that we can adjust lease rates for the effect of changes in interest rates at the termination of leases. Other financial assets and liabilities are at fixed rates.

We are also exposed to currency devaluation risk. Substantially all of our leases require payment in U.S. dollars. During the six months ended June 30, 2024 and 2023, 70% and 66%, respectively, of our lease rent revenues came from non-United States domiciled lessees. If these lessees’ currency devalues against the U.S. dollar, the lessees could potentially encounter difficulty in making their lease payments.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. In accordance with Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”) we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness and design of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO have concluded that as of June 30, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

(b) Inherent limitations on controls. Management, including the CEO and CFO, does not expect that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

(c) Changes in internal control over financial reporting. There has been no change in our internal control over financial reporting during our fiscal quarter ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

Item 1A. Risk Factors

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Investors should carefully consider the risks in the “Risk Factors” in Part 1: Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 14, 2024, and our other filings with the SEC. These risks are not the only ones facing the Company. Additional risks not currently known to us or that we currently believe are immaterial may also impair our business operations. Any of these risks could adversely affect our business, cash flows, financial condition and results of operations. The trading price of our common stock could fluctuate due to any of these risks, and investors may lose all or part of their investment. In assessing these risks, investors should also refer to the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q. There have been no material changes in our risk factors from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) None.

(b) None.

(c) Issuer Purchases of Equity Securities. In October 2022, the Board of Directors approved the renewal of the existing common stock repurchase plan which allows for repurchases of up to $60.0 million of the Company’s common stock, extending the plan through December 31, 2024. Repurchased shares are immediately retired. No shares were repurchased during the three months ended June 30, 2024.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended June 30, 2024, none of the Company’s Section 16 officers or directors informed us of the adoption, modification, or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408. On March 27, 2024, Brian Hole, President, adopted a Rule 10b5-1 trading arrangement, which became effective June 27, 2024, that is intended to satisfy the affirmative defense of Rule 10b5-1 for the sale of up to 13,258 shares of the Company’s common stock until June 27, 2025.

Name & Title

Date Adopted

Character of Trading Arrangement (1)

Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement

Duration (2)

Other Material Items

Date Terminated

Brian Hole, President

March 27, 2024

Rule 10b5-1 Trading Arrangement

Up to 13,258 shares to be sold (3)

June 27, 2025 (4)

N/A

(1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

(2) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.

(3) Brian Hole’s trading plan provides for the sale of up to 13,258 shares of the Company’s common stock, subject to price and volume limits.

(4) The arrangement also provides for automatic termination in the event of completion of all sales contemplated under the trading arrangement, Brian Hole’s death or legal incapacity, written notice from Brian Hole of termination of the trading arrangement, determination by the broker that the trading arrangement has been terminated or that a breach by Brian Hole has occurred, or upon the broker’s exercise of its termination rights under the trading arrangement.

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Item 6.

EXHIBITS


Exhibit Number						Description
10.1						Secured Credit Agreement, dated as of May 3, 2024, among Willis Warehouse Facility, LLC, as Borrower, Bank of Utah, as Security Trustee and Administrative Agent, Bank of America, N.A., as Facility Agent, and the Lenders party thereto.
10.2						Servicing Agreement, dated as of May 3, 2024, among Willis Warehouse Facility LLC, the Registrant, as Servicer, and each Serviced Group Member.
10.3						Security Agreement, dated as of May 3, 2024, among Willis Warehouse Facility, LLC as Borrower, Bank of Utah, as Security Trustee and the other Grantors party thereto.
10.4						Pledge Agreement, dated as of May 3, 2024, among Registrant, and Bank of Utah, as Security Trustee.
10.5						Contract to Purchase [*] Spare Engines and QEC Kits dated June 19, 2024 between International Aero Engines, LLC and Registrant.
31.1						Certification of Austin C. Willis, pursuant to Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Scott B. Flaherty, pursuant to Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101						The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Redeemable Preferred Stock and Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 2, 2024


			Willis Lease Finance Corporation

			By:			/s/ Scott B. Flaherty
						Scott B. Flaherty
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

[*] 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 Section 1.01. Dated as of May 3, 2024 WILLIS WAREHOUSE FACILITY LLC as the Borrower THE LENDERS PARTY HERETO BANK OF UTAH not in its individual capacity, but solely as Security Trustee and Administrative Agent BANK OF AMERICA, N.A. as Facility Agent SECURED CREDIT AGREEMENT $500,000,000 Bank of America, N.A. BNP Paribas Co-Lead Structuring Agents Crédit Agricole Corporate and Investment Bank, MUFG Bank, Ltd. and Wells Fargo Bank, N.A. Joint Lead Arrangers - i - TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ........................................................................................................... 1 Section 1.01 Defined Terms ................................................................................................ 1 Section 1.02 Terms Generally ........................................................................................... 53 Section 1.03 Accounting Terms; GAAP ........................................................................... 54 ARTICLE II THE CREDIT .......................................................................................................... 55 Section 2.01 The Commitments ........................................................................................ 55 Section 2.02 Loans and Borrowings .................................................................................. 56 Section 2.03 Requests for Loans ....................................................................................... 56 Section 2.04 Funding of Borrowings ................................................................................. 57 Section 2.05 Termination and Reduction of the Commitments ........................................ 58 Section 2.06 Conduit Lenders ........................................................................................... 58 Section 2.07 Repayment of Loans; Evidence of Debt ....................................................... 59 Section 2.08 Prepayment of Loans .................................................................................... 60 Section 2.09 Fees ............................................................................................................... 62 Section 2.10 Interest .......................................................................................................... 63 Section 2.11 Illegality ........................................................................................................ 64 Section 2.12 Increased Costs ............................................................................................. 65 Section 2.13 Break Funding Payments .............................................................................. 66 Section 2.14 Taxes ............................................................................................................. 66 Section 2.15 Payments Generally; Pro Rata Treatment; Sharing of Set-offs .................... 70 Section 2.16 Mitigation Obligations; Designation of a Different Lending Office ............................................................................................................ 72 Section 2.17 Replacement of Lenders ............................................................................... 73 Section 2.18 Market Disruption ........................................................................................ 73 Section 2.19 Benchmark Replacement Setting ................................................................. 73 ARTICLE III CONDITIONS ....................................................................................................... 75 Section 3.01 Effective Date ............................................................................................... 75 Section 3.02 Conditions to each Drawdown Date ............................................................. 76 Section 3.03 Conditions Subsequent ................................................................................. 81 Section 3.04 Waivers ......................................................................................................... 81 ARTICLE IV REPRESENTATIONS AND WARRANTIES ..................................................... 81 Section 4.01 Organization; Powers ................................................................................... 82 - ii - Section 4.02 Authorization; Enforceability ....................................................................... 82 Section 4.03 Governmental Approvals; No Conflicts ....................................................... 82 Section 4.04 Litigation ...................................................................................................... 82 Section 4.05 Compliance with Laws and Agreements ...................................................... 83 Section 4.06 Event of Default ........................................................................................... 83 Section 4.07 Use of Credit ................................................................................................. 83 Section 4.08 Special Purpose Status, Etc .......................................................................... 83 Section 4.09 Investment Company Status; Covered Fund ................................................ 83 Section 4.10 ERISA ........................................................................................................... 83 Section 4.11 OFAC; AML Laws; Anti-Corruption Laws and Sanctions .......................... 84 Section 4.12 Title; Collateral ............................................................................................. 84 Section 4.13 Employees .................................................................................................... 84 Section 4.14 No Filing or Stamp Taxes ............................................................................. 84 Section 4.15 Indebtedness ................................................................................................. 84 Section 4.16 GAAP ........................................................................................................... 85 ARTICLE V INFORMATION COVENANTS AND APPRAISALS ......................................... 85 Section 5.01 Financial Statements and Other Information ................................................ 85 Section 5.02 Appraisals; Maintenance Annual Estimates ................................................. 87 ARTICLE VI AFFIRMATIVE COVENANTS ........................................................................... 88 Section 6.01. Existence; Conduct and Authorizations ....................................................... 88 Section 6.02. Payment of Obligations ................................................................................ 89 Section 6.03. Maintenance of Properties; Insurance .......................................................... 89 Section 6.04. Books and Records ....................................................................................... 91 Section 6.05. Compliance with Laws; Maintenance of Permits ......................................... 91 Section 6.06. Use of Proceeds ............................................................................................ 92 Section 6.07. Hedging Agreements .................................................................................... 92 Section 6.08. Further Assurances ....................................................................................... 92 Section 6.09. Governmental Approvals .............................................................................. 93 Section 6.10. ERISA ........................................................................................................... 93 Section 6.11. Payment of Collections into Collections Account ........................................ 93 Section 6.12. Minimum Provisions .................................................................................... 94 Section 6.13. Opinions ....................................................................................................... 94 Section 6.14. Registration of Aircraft ................................................................................. 94 Section 6.15. Sanctions; AML ............................................................................................ 94 - iii - Section 6.16. Compliance and Agreement ......................................................................... 95 Section 6.17. Maintenance of Separate Existence .............................................................. 95 Section 6.18. Bankruptcy and Insolvency; Corporate Governance .................................... 97 Section 6.19. Taxes ............................................................................................................. 97 Section 6.20. Security Deposit Reserve Account, Maintenance Reserve Account and Liquidity Account ................................................................... 98 ARTICLE VII FACILITY TESTS ............................................................................................... 98 Section 7.01. LTV Test ...................................................................................................... 98 Section 7.02. DSCR ............................................................................................................ 99 Section 7.04. Weighted Average Remaining Lease Term ................................................. 99 Section 7.05. Additional Collateral .................................................................................. 100 ARTICLE VIII NEGATIVE COVENANTS ............................................................................. 101 Section 8.01. Indebtedness ............................................................................................... 101 Section 8.02. Liens ........................................................................................................... 101 Section 8.03. Fundamental Changes ................................................................................ 101 Section 8.04. Investments ................................................................................................. 102 Section 8.05. Restricted Payments ................................................................................... 103 Section 8.06. Transactions with Affiliates ....................................................................... 103 Section 8.07. Restrictive Agreements .............................................................................. 104 Section 8.08. Operating Covenants .................................................................................. 105 Section 8.09. Sales of Assets ............................................................................................ 106 Section 8.10. Modifications of Certain Documents ......................................................... 106 Section 8.11. Limitation on Business Activities .............................................................. 107 Section 8.12. Limitations on Leases ................................................................................. 108 Section 8.13. Non-Petition ............................................................................................... 108 Section 8.14. Changes in Fiscal Year ............................................................................... 108 Section 8.15. Investment Company Status ....................................................................... 108 Section 8.16. Protection of Security Interest of the Lenders ............................................ 108 Section 8.17. Securities Act .............................................................................................. 108 ARTICLE IX ACCOUNTS; PRIORITY OF PAYMENTS ....................................................... 109 ARTICLE X EVENTS OF DEFAULT ...................................................................................... 110 Section 10.01. Events of Default ........................................................................................ 110 Section 10.02. Remedies .................................................................................................... 112 ARTICLE XI THE ADMINISTRATIVE AGENT AND SECURITY TRUSTEE ................... 113 Section 11.01. Appointment ............................................................................................... 113

- iv - Section 11.02. Exculpatory Provisions ............................................................................... 113 Section 11.03. Reliance ...................................................................................................... 114 Section 11.04. Delegation ................................................................................................... 115 Section 11.05. Resignation of Administrative Agent or Security Trustee ......................... 115 Section 11.06. Removal of Administrative Agent or Security Trustee .............................. 116 Section 11.07. No Representations or Warranties .............................................................. 116 Section 11.08. Security Trustee and Administrative Agent ............................................... 117 ARTICLE XII MISCELLANEOUS ........................................................................................... 120 Section 12.01. Notices ........................................................................................................ 120 Section 12.02. Waivers; Amendments ............................................................................... 121 Section 12.03. Expenses; Indemnity; Damage Waiver ...................................................... 125 Section 12.04. Successors and Assigns .............................................................................. 126 Section 12.05. Limited Recourse ........................................................................................ 129 Section 12.06. Survival ....................................................................................................... 130 Section 12.07. Counterparts; Integration; Effectiveness .................................................... 130 Section 12.08. Severability ................................................................................................. 130 Section 12.09. Right of Setoff ............................................................................................ 130 Section 12.10. Governing Law; Jurisdiction; Service of Process; Etc ............................... 131 Section 12.11. WAIVER OF JURY TRIAL ...................................................................... 132 Section 12.12. No Immunity .............................................................................................. 132 Section 12.13. Judgment Currency ..................................................................................... 132 Section 12.14. Use of English Language ............................................................................ 133 Section 12.15. Headings ..................................................................................................... 133 Section 12.16. Confidentiality ............................................................................................ 133 Section 12.17. USA PATRIOT Act ................................................................................... 134 Section 12.18. Contractual Recognition of Bail-In ............................................................ 135 SCHEDULE I COMMITMENTS AND LENDERS .................................................... Schedule I-1 SCHEDULE II BORROWER GROUP COMPANIES ............................................... Schedule II-1 SCHEDULE III FORM OF ASSIGNMENT AND ACCEPTANCE ........................Schedule III-1 SCHEDULE IV FORM OF LOAN REQUEST ........................................................ Schedule IV-1 SCHEDULE V CONCENTRATION LIMITS ........................................................... Schedule V-1 SCHEDULE VI FORM OF PROMISSORY NOTE ................................................. Schedule VI-1 SCHEDULE VII UNDERLYING OBLIGOR TIERS ............................................. Schedule VII-1 SCHEDULE VIII ELIGIBILITY CRITERIA ......................................................... Schedule VIII-1 - v - SCHEDULE IX MINIMUM PROVISIONS ............................................................. Schedule IX-1 SCHEDULE X INSURANCE PROVISIONS ............................................................ Schedule X-1 SCHEDULE XI FORM OF MONTHLY REPORT .................................................. Schedule XI-1 SCHEDULE XII COMPETITORS .......................................................................... Schedule XII-1 - 1 - SECURED CREDIT AGREEMENT dated as of May 3, 2024 (this “Agreement”), among (1) WILLIS WAREHOUSE FACILITY LLC, a limited liability company organized in Delaware (the “Borrower”); (2) BANK OF UTAH, not in its individual capacity, but solely as security trustee (together with its successors, the “Security Trustee”); (3) BANK OF UTAH, not in its individual capacity, but solely as administrative agent (together with its successors, the “Administrative Agent”); (4) BANK OF AMERICA, N.A., as facility agent (together with its successors, the “Facility Agent”); and (5) the LENDERS PARTY HERETO. The Borrower has requested that the Lenders make term loans to them, under the guarantee of certain of its subsidiaries and certain of its Affiliates, in an aggregate principal amount not exceeding $500,000,000. The proceeds of such term loans are to be applied to the acquisition or refinancing of the Assets. The Lenders are prepared to make such loans upon the terms and conditions hereof. Accordingly, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. (a) Terms Generally. Unless otherwise defined herein, terms defined in the Security Agreement and used herein shall have the meanings assigned to such terms in the Security Agreement. (b) Specific Definitions. The following terms shall have the following meanings: “Account” means each of the Funding Account, the Collections Account, the Security Deposit Reserve Account, the Maintenance Reserve Account, the Liquidity Account, each Obligor Funded Account, each Obligor Payment Account, the Expense Account and the Cash Trap Account. “Acquisition Cost” means, in respect of an Owned Asset, the purchase price in respect of such Owned Asset (or for the shares or beneficial interest, as applicable, in the Asset Owning Entity in respect of such Asset Owning Entity that owns such Owned Asset) paid by WLFC (or its Affiliate) to any seller of such Asset, including the amount of any cash deposit (or equivalent) and any maintenance right intangible assets, as determined in accordance with GAAP, in each - 2 - case paid for the account of the seller in respect of such Owned Asset, plus (without duplicating any of the foregoing amounts) amounts of cash security deposits or maintenance reserves, if applicable, under the applicable Lease at the time of such acquisition. “Actual Knowledge” means, with respect to a Person, the actual knowledge of any Authorized Representative of such Person. “Additional Collateral” means any Asset meeting the Eligibility Criteria in respect of which no Loan is outstanding, and the Borrower or a Borrower Group Company creates or suffers to exist a Lien in favor of the Security Trustee in accordance with Section 7.05 for the purposes of remedying or preventing the occurrence of any Early Amortization Event. “Adjusted Base Value” means, with respect to any Asset on any date of determination, the average of the Maintenance Adjusted Base Values of such Asset as determined by the most recent Appraisals of such Asset. “Administrative Agent Expenses” means any unpaid fees, reasonable out-of-pocket costs and expenses, indemnities or other amounts owing to the Administrative Agent under the Loan Documents. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affiliate” means, with respect to any Person, another Person that, directly or indirectly, Controls, or is Controlled by or is under common Control with such other Person. For the purpose of this definition, “Control” or “Controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, “Affiliate” shall not include, with respect to WLFC or any Borrower Group Company, WMES or CWEL. “Aircraft Engine” means a basic power jet propulsion or turboprop engine assembly for an aircraft that is stage 3 or later compliant (without reliance on a noise reduction or “hush” kit), including its essential accessories as supplied by the manufacturer of such Aircraft Engine, but excluding the nacelle, and including any QEC Kit and any and all modules and Parts incorporated in, installed on or attached to each such engine from time to time and any substitutions therefor. “Aircraft Equipment” means each aircraft (including the related Airframe, Aircraft Engines and parts), Airframe or Aircraft Engine owned by any Borrower Group Company, or with respect to which any Borrower Group Company either holds an interest directly or indirectly in an owner trust or holds a security interest. “Airframe” means an airframe (if the context requires, related Asset Interests in an airframe), including any and all modules and Parts incorporated in, installed on or attached to such airframe from time to time and any substitutions therefor, except in each case, any Aircraft Engine.

- 3 - “Allocable Amount” shall mean, as of any date of determination, an amount equal to: (A) in respect of a Group 1 Asset or a Group 2 Asset, the product of (a) the aggregate outstanding principal of all Group 1 Loans and Group 2 Loans on such date of determination and (b) the Allocable Percentage for such Group 1 Asset or Group 2 Asset, as applicable; and (B) in respect of a Group 3 Asset, the initial principal balance of the related Group 3 Loan, minus all Amortization Amounts applied to reduce the principal balance of such Group 3 Loan on all Payment Dates occurring prior to such date of determination. “Allocable Percentage” shall mean, for a Group 1 Asset or a Group 2 Asset and as of any date of determination, the quotient (expressed as a decimal) of (x) the Value of such Group 1 Asset or Group 2 Asset, as applicable, as of such date of determination divided by (y) the sum, as of such date of determination, of the aggregate Value of all Group 1 Assets and Group 2 Assets. “AML Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any Borrower Group Company from time to time concerning or relating to the prevention or prohibition of money laundering. “Amortization Amount” shall mean, in respect of any Payment Date, an amount equal to: (a) in respect of Loans advanced against Group 1 Assets which are Engines as of the immediately preceding Determination Date, 3.0% of the aggregate original principal of the Loans made to the Borrower on each Drawdown Date in respect of each such Group 1 Asset, divided by 12; (b) in respect of Loans advanced against Group 2 Assets which are Engines as of the immediately preceding Determination Date, 5.0% of the aggregate original principal of the Loans made to the Borrower on each Drawdown Date in respect of each such Group 2 Asset, divided by 12; (c) in respect of Loans advanced against Group 1 Assets and Group 2 Assets which are Airframes as of the immediately preceding Determination Date, the Scheduled Airframe Amortization Amount in respect of each such Owned Asset; and (d) in respect of Loans advanced against Group 3 Assets as of the immediately preceding Determination Date, an amount equal to the product of (i) (A) for each Loan Asset, and in respect of the Collection Period ending immediately prior to such Payment Date and any Cut-Off Period relating to such Loan Asset, the greater of (1) all scheduled principal payments for such Loan Asset and Collection Period and Cut-Off Period and (2) all principal payments received by any Borrower Group Company during such Collection Period and Cut-Off Period, excluding in each case any such amounts in respect of scheduled principal payments that were previously included in the calculation of Amortization Amount as scheduled payments in a prior Collection Period or Cut-Off Period or (B) for each Asset Finance Lease, in respect the Collection Period ending immediately prior to such Payment Date, the greater of (1) all scheduled payments representing the Principal Component for such Collection Period and (2) all amounts received by any Borrower Group Company representing the Principal Component for such Collection Period, but in each case (x) excluding any such amounts in respect of scheduled payments that were - 4 - previously included in the calculation of Amortization Amount as scheduled payments in a prior Collection Period or Cut-Off Period and (y) not exceeding the outstanding principal amount of the Loan or Loans in respect of such Asset Finance Lease, multiplied by (ii) the Asset Advance Rate for such Group 3 Asset on its Applicable Drawdown Date; provided that, in each case, that such amount shall not exceed the outstanding principal amount of the Loan or Loans in respect of such Asset. “Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to the Borrower and any Borrower Group Company from time to time concerning or relating to the prevention or prohibition of bribery or corruption. “Applicable Aviation Authority” means, in relation to any Aircraft Equipment, each Governmental Authority that has responsibility for the supervision of civil aviation and/or the registration and operations of civil aircraft in the State of Registration of such Aircraft Equipment. “Applicable Drawdown Date” means the Drawdown Date for any Loan. “Applicable Law” means, with respect to any Person, all laws, rules, regulations and orders of Governmental Authorities mandatorily applicable to such Person, including, without limitation, the regulations of each Applicable Aviation Authority so applicable to such Person or the Aircraft Equipment owned or operated by it or as to which it has a contractual responsibility. “Applicable Margin” means: (a) from, and including, the Closing Date to, and including, the second anniversary of the Closing Date, 2.25% per annum; (b) from, and excluding, the second anniversary of the Closing Date to, and including, the third anniversary of the Closing Date, 2.75% per annum; (c) from, and excluding, the third anniversary of the Closing Date to, and including, the fourth anniversary of the Closing Date, 3.25% per annum; and (d) from, and excluding, the fourth anniversary of the Closing Date to, and including, the Final Repayment Date, 3.75% per annum; provided that for any Interest Period in which Base Rate applies, the Applicable Margin shall be the margin determined pursuant to clause (a), (b), (c) or (d) above, minus 1.00% per annum. “Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments or Loans hereunder represented by the aggregate amount of such Lender’s Commitments or Loans hereunder, as set forth in the column entitled “Applicable Percentage” in Schedule I as modified from time to time pursuant to any Assignment and Acceptance. “Appraisal” means any or each Initial Appraisal and each appraisal prepared, or required to be prepared, by an Appraiser and delivered pursuant to Section 5.02. - 5 - “Appraisal Date” means the Determination Date occurring in January and the Determination Date occurring in July of each calendar year, commencing on the Determination Date occurring in July, 2024; provided that if any Appraisal Date would otherwise fall on a day that is not a Business Day, such Appraisal Date will be the first preceding day that is a Business Day. “Appraised Value” means, with respect to any Asset, the lesser of (a) the Maintenance Adjusted CMV of such Asset and (b) the Adjusted Base Value of such Asset; provided that for so long as a Utilization Test Failure shall have occurred and be continuing, the aggregate Appraised Value of all Assets (including the Underlying Assets) will be reduced as follows: (a) on the Utilization Test Failure Date, reduced by [*]% of the amount (the “Utilization Excess Amount”) by which the Appraised Value of Group 1 Assets, Group 2 Assets and Underlying Assets that are Unutilized Assets exceeds [*]% of the aggregate Appraised Value of all Funded Assets that are not Inventory Assets at the Utilization Test Failure Date; (b) on the date that is three months after the Utilization Test Failure Date (the “Second Utilization Test Failure Date”), reduced by [*]% of the greater of (a) the Utilization Excess Amount on the Utilization Test Failure Date and (b) the Utilization Excess Amount on the Second Utilization Test Failure Date; and (c) on the date that is six months after the Utilization Test Failure Date (the “Third Utilization Test Failure Date”), reduced by [*]% of the amount of the greater of (a) the Utilization Excess Amount on the Utilization Test Failure Date and (b) the Utilization Excess Amount on the Second Utilization Test Failure Date and (c) the Utilization Excess Amount on the Third Utilization Test Failure Date; provided further that any such reductions in the Appraised Value as a result of a Utilization Test Failure shall cease to apply on any date on which such Utilization Test Failure ceases to exist. “Appraisers” means, initially, Avitas, Inc., IBA Group Limited and Ascend by Cirium and, thereafter, any independent appraiser requested by the Borrower that is approved by the Required Lenders and that is a member of the International Society of Transport Aircraft Trading (“ISTAT”) or, if ISTAT ceases to exist, any similar professional aircraft appraiser organization in which at least one of such Appraisers is a member. “Approved Fund” means (a) with respect to any Designated Lender, any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of its business and that is owned by (i) such Designated Lender or (ii) an Affiliate of such Designated Lender, (b) with respect to any Designated Lender, its Eligible Conduit Lender and, (c) with respect to any Conduit Lender, any of its Support Parties. “Asset” means an Owned Asset or a Loan Asset (or, as the context may require, the Underlying Asset related to such Loan Asset). - 6 - “Asset Advance Rate” means, (a) in respect of a Group 1 Asset or a Group 2 Asset, the rate determined in accordance with the below: Group 1 Assets (Engines) Group 1 Assets (Airframes) Group 2 Assets (Engines) Group 2 Assets (Airframes) Tier 1 Underlying Obligor [*]% [*]% [*]% [*]% Tier 2 Underlying Obligor / Tier 3 Underlying Obligor / Inventory Asset [*]% [*]% [*]% [*]% and (b) in respect of a Group 3 Asset, [*]%, provided that if, in respect of any Group 3 Asset, the lower of the advance rate and the loan-to-value rate (however defined) for such Group 3 Asset is equal to or greater than [*]%, based on the Appraised Value of the Underlying Asset, the Asset Advance Rate for such Group 3 Asset will be [*]%. “Asset Finance Lease” means, in respect of an Owned Asset that is subject to a Finance Lease, the Finance Lease related thereto between the applicable Borrower Group Company and the Asset Lessee and the other Asset Lease Documents related thereto as specified in schedule 6 of the Security Agreement (as supplemented from time to time pursuant to any Assumption Agreement or Collateral Supplement). “Asset Finance Lease Value” means, with respect to an Asset Finance Lease as of any date of determination, the aggregate total of the Principal Component for the remaining term of such Asset Lease Documents (including any balloon payments). “Asset Interest” means (a) the Stock in any Person that owns an Owned Asset or holds a Loan Asset, including, without limitation, a trust or (b) the Person that holds, directly or indirectly, 100% of the interest referred to in clause (a) above. The acquisition or disposition of all of the Asset Interests with respect to Aircraft Equipment constitutes, respectively, the acquisition or disposition of that Aircraft Equipment. “Asset Lease” means an Asset Finance Lease or an Asset Operating Lease. “Asset Lease Documents” means, for each Asset Lease, any and all documents, instruments and agreements relating to such Asset Lease, including any and all related subleases, management agreements, engine program agreements, warranty agreements, tax indemnity agreements, time share agreements, interchange agreements, addenda, guarantees, letters of credit, Security Deposit agreements and other collateral or credit support documents, insurance certificates, UCC, aviation authority or other filings, and any amendments, supplements, novations or written consents with respect to any of the foregoing and any applicable assignment.

- 7 - “Asset Lessee” means each Person who is the lessee of any Owned Asset from time to time leased from a Borrower Group Company or other Asset Owning Entity. “Asset Lessee Guarantor” means any Person which has provided credit support to, including, without limitation, by means of entering into a guarantee in favor of, a Borrower Group Company or Asset Owning Entity in respect of an Asset Lessee’s obligations to be performed in favor of Borrower Group Company. “Asset Operating Lease” means, in respect of an Owned Asset subject to an Operating Lease, the Operating Lease related thereto between the applicable Borrower Group Company and the Asset Lessee and the other Asset Lease Documents related thereto as specified in schedule 6 of the Security Agreement (as supplemented from time to time pursuant to any Assumption Agreement or Collateral Supplement). “Asset Owning Entity” means (1) a Borrower Group Company in respect of a Title Owned Asset, (2) is the lender of record in respect of a Loan Asset and (3) each Owner Trustee in respect of a Trust Owned Asset. “Asset Payments” means all payments received from each Asset Lessee, Loan Asset Borrower or any other person on their behalf including, without limitation, an Asset Lessee Guarantor or Loan Asset Borrower Guarantor by the Borrower Group Companies pursuant to each Asset Lease and Loan Asset. “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Schedule III), accepted by the Administrative Agent and delivered to the Security Trustee, in the form set out in Schedule III. “Authorized Representative” of any Person means a director or the chief executive officer, chief financial officer, general counsel, president, treasurer, senior vice president, member, manager, controlling trustee or any other comparable officer of such Person. “Availability Period” means the period commencing on the Closing Date and ending on the second anniversary of the Closing Date. “Available Collections Amount” means, as of the close of business on any Determination Date, amounts on deposit in the Collections Account for distribution on the relevant Payment Date, taking into account certain transfers between the Collections Account and certain other Accounts during the period between such Determination Date and such Payment Date. The Available Collections Amount with respect to any payment to be made therefrom shall be determined after giving effect to all payments, if any, having priority to such payment under section 8.01 of the Security Agreement. “Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, - 8 - any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.19(c). “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day, and (ii) the Federal Funds Rate in effect on such day plus 0.50%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective from and including the effective day of such change in the Prime Rate or the Federal Funds Rate, respectively. “Benchmark” means, initially, the Term SOFR Reference Rate; provided that, if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.19. “Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (1) subject to the proviso at the end of this definition, Daily Simple SOFR; (2) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar- denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower - 9 - giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time. “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide of such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non- representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then- current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); - 10 - (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or (3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.19 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.19. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Blended LTV Asset Advance Rate” means, as of any date of determination, the quotient (expressed as a decimal) of (A) the sum of the product of (x) the initial principal balance for each Loan then outstanding hereunder and (y) for each Group 1 Asset and each Group 2 Asset, the applicable Asset Advance Rate or, for Group 3 Assets, the Initial Look-Through Advance Rate divided by (B) the sum of the initial principal balances for each Loan then outstanding hereunder. “Borrower Change in Control” means the Parent and its affiliates, collectively, cease to hold 100% of the equity the Borrower, whether directly or indirectly, unless any such cessation of such equity holding is waived in advance in writing by all Lenders. “Borrower Group Company” means the Borrower and each Subsidiary of the Borrower.

- 11 - “Borrower Group Pledge” means each pledge or other security agreement in respect of 100% of the Stock of each Borrower Group Company (other than the Borrower) entered into from time to time in accordance with the Security Agreement between the Borrower Group Company owning such Stock and the Security Trustee governed by the laws of the jurisdiction of the Borrower Group Company whose Stock is pledged thereunder and in form and substance reasonably satisfactory to the Security Trustee. “Borrower Pledge” means the pledge agreement in relation to the membership interest in respect of the Borrower between the Pledgor and the Security Trustee dated, or to be dated, on or before the Effective Date and in form and substance reasonably satisfactory to the Security Trustee. “Break Funding Payments” means any payments due and payable by the Borrower to a Lender pursuant to Section 2.13. “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or San Francisco are authorized or required by law to remain closed. “Cape Town Convention” shall mean, the Convention on International Interests in Mobile Equipment, as supplemented by the Protocol, and as adopted in any applicable jurisdiction. “Capital Expenses” means the following costs and expenses incurred by the Servicer with respect to a Funded Asset: (a) expenses incurred in connection with any reconfiguration, modification, refurbishment, overhaul and repair expenses related to such Owned Asset, including expenses incurred by the Servicer relating to compliance with airworthiness directives and service bulletins; (b) expenses incurred in connection with the transition of any such Owned Asset including any maintenance work, whether being sold or leased by or to any Borrower Group Company including the payment and repayment of maintenance payments; and (c) fees and expenses of technical consultants engaged in connection with the performance of Services and of outside legal counsel, independent technicians, inspectors, engineers and other experts retained for any of the foregoing. “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP (as applicable), and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP (as applicable). “Cash Trap Account” means the account of the Borrower described as such in schedule 3 of the Security Agreement. - 12 - “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority; (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary: (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued; and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III or Basel IV, will not be treated as having been adopted or having come into effect before the date of this Agreement, and any such Change in Law based on Basel III or Basel IV shall be determined to be adopted only when the national banking supervisory authorities, or other relevant administrative or legislative bodies having jurisdiction or regulatory authority over the a Lender, adopt any such Change in Law based on Basel III or Basel IV in a jurisdiction applicable to the such Lender. “Closing Date” means May 3, 2024. “Code” means the Internal Revenue Code of 1986, as amended. “Collateral” has the meaning given to such term in the Security Agreement. “Collection Period” means (a) with respect to each Payment Date other than the first Payment Date, the period commencing on the first day following the Determination Date related to the prior Payment Date and ending on the Determination Date related to such Payment Date, and (b) with respect to the first Payment Date, the period commencing on the Closing Date and ending on the Determination Date related to such Payment Date. “Collections” means, without duplication: (a) all Asset Payments and all other amounts received by the Servicer or any Borrower Group Company pursuant to any Asset Lease or any Loan Asset or Related Collateral Document (including any maintenance payments) (excluding any Segregated Funds); (b) amounts received in respect of claims for damages or in respect of any breach of contract for nonpayment of any of the foregoing; - 13 - (c) amounts received by the Servicer or any Borrower Group Company from insurance with respect to any Aircraft Equipment; (d) any Segregated Funds in an Obligor Funded Account, which Segregated Funds are no longer required to be maintained in a segregated account under the applicable Asset Lease or Loan Asset and which are the property of any Borrower Group Company; (e) any Hedging Receipts; (f) the proceeds of any Investments of the funds in the Accounts (other than in any Obligor Funded Account to the extent that any such proceeds accrue for the benefit of, and are required under an Asset Lease or Loan Asset to be paid over to, any Asset Lessee or Loan Asset Borrower or a third party or to be retained in an Obligor Funded Account); (g) any Cure Payments and any other cash transferred from another Account to the Collections Account; and (h) any other cash amounts received by any Borrower Group Company (other than Segregated Funds transferred to an Obligor Funded Account). “Collections Account” means the account of the Borrower named as the “Collections Account” in schedule 3 of the Security Agreement. “Commitment” means, with respect to each Lender, the commitment of such Lender to make one or more Loans hereunder on each Drawdown Date, expressed as an amount representing the maximum aggregate principal amount of the Loans to be made by such Lender hereunder, as such Commitment may be reduced in accordance with the terms of Section 2.05 or increased pursuant to Section 2.01(d). The initial amount of each Lender’s Commitment is set forth on Schedule I, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable. “Commitment Termination Date” means the earlier of the date on which the Commitment of each Lender is reduced to zero and the end of the Availability Period. “Competitor” shall mean any of the following Persons: (a) any Person (other than WLFC and its Affiliates) engaged in, or which has an Affiliate engaged in, the business of manufacturing Airframes or Aircraft Engines, which business had consolidated revenues attributable to such business for such Persons and/or its Affiliates, as the case may be, in the most recently completed (in relation to the date of determination) fiscal year in excess of $[*]; provided that for purposes of this clause (a) a Person that is an investor that holds Airframes or Aircraft Engines (other than the Owned Assets), or interests therein, on lease and/or for sale generating such level of revenue shall not be considered a Competitor if such other Airframes or Aircraft Engines are serviced or otherwise managed either WLFC or its Affiliates or by any other third-party which is independent of such investor; - 14 - (b) any of the Persons set forth on Schedule XII, their respective successors and assigns and each of their respective Affiliates (and, if applicable, funds or accounts managed thereby or their Affiliates); or (c) any other Person (or wholly-owned Affiliate thereof, other than WLFC and its Affiliates) which engages in business as an operating lessor of aircraft or engines and/or by tearing down aircraft or engines, which business had consolidated revenues attributable to such business for such Person and/or its Affiliates, as the case may be, in the most recently completed (in relation to the date of determination) fiscal year in excess of $[*], provided that for purposes of this clause (c) a Person that is an investor that holds aircraft or engines, or interests therein, on lease and/or for sale generating such level of revenue shall not be considered a Competitor if such other aircraft or engines are serviced or otherwise managed either by the Servicer or by any other third-party which is independent of such investor (provided that an investor that is a fund or account managed by such third party servicer or its Affiliate shall not be considered independent for this purpose); provided, however, that in no event shall a Person be deemed a Competitor solely due to the fact that such Person is a holder of any class of securities in a publicly traded company that is a Person described in clause (a) or (c) above, so long as such holdings do not result in such Person having control over such publicly traded company. Notwithstanding the foregoing, the Borrower may from time to time (a) remove a Person from the definition of Competitor by sending a notice of such removal to the Administrative Agent, or (b) add a Person to the definition of Competitor with the consent of the Required Lenders (not to be unreasonably withheld or delayed). “Concentration Breach Event” means, as of any Concentration Limit Test Date or any Drawdown Date any of the Concentration Limits are or would be exceeded. “Concentration Limit Test Date” means the last day of the Availability Period, each Quarterly Date occurring after the Availability Period and each Disposition Date. “Concentration Limits” means the concentration limits specified in Schedule V to the extent applicable as described therein. “Conduit Lender” means a special purpose financing entity acting as a Lender hereunder and designated as a Conduit Lender by a Granting Lender pursuant to Section 2.06. “Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.13 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use

- 15 - and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profit Taxes. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. “Credit Agreement” means this Agreement. “Cure Payment” has the meaning given to such term in the Security Agreement. “Cut-Off Date” means, in respect of a Loan Asset or Asset Finance Lease, the date falling three Business Days prior to a Drawdown Date of the Loan which relates to such Loan Asset or Asset Finance Lease. “Cut-Off Period” means, in respect of a Loan Asset or Asset Finance Lease, the period between the Cut-Off Date in respect of the Loan which relates to such Loan Asset or Asset Finance Lease and the Drawdown Date in respect of the Loan which relates to such Loan Asset or Asset Finance Lease. “CWEL” means CASC Willis Engine Lease Company Limited. “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that, if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion. “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect. “Default” means any event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. - 16 - “Default Rate” means a per annum default rate equal to the Interest Rate at such time plus 2.0% per annum. “Defaulted Asset” means (a) an Asset with respect to which any payment due under the relevant Asset Lease or Loan Asset remains unpaid in whole or in part past the date on which such failure to pay results in a “default” under the relevant Portfolio Document, without giving effect to any applicable grace period, for a period of 30 days or more, (b) an “event of default” (or such similar term as defined in the relevant Portfolio Documents) other than a bankruptcy or payment default shall have occurred and be continuing in respect of such Asset Lease or Loan Asset, (c) the relevant Underlying Obligor is in ongoing bankruptcy or insolvency proceedings, unless (x) the Required Lenders have consented or (y) in the case of an Asset Lease, such Asset Lease is the subject of an order of the applicable bankruptcy court or other authority that allows (or applicable law otherwise provides for) such Asset Lessee or the related Underlying Obligor to assume the Asset Lease or allows the relevant Borrower Group Company to exercise remedies or promptly seek relief from the relevant bankruptcy court or other authority to exercise remedies upon the occurrence of an event of default under such applicable Asset Lease or Loan Asset. “Defaulting Lender” means, subject to Section 12.02(d)(ii) any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a - 17 - Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 12.02(d)(ii)) upon delivery of written notice of such determination to the Borrower and each Lender. “Delivery Date” means, in relation to an Owned Asset, the date on which legal title to, or the economic benefits of ownership of, such Owned Asset is transferred by the Seller to the Borrower or its Subsidiary. “Designated Lender” means any Lender other than a Conduit Lender. “Determination Date” means, with respect to each Payment Date, the last day of the calendar month immediately preceding the month in which such Payment Date occurs. “Discretionary Asset Modification” means a modification or improvement of an Owned Asset made after the Drawdown Date for such Owned Asset, the cost of which is capitalized in accordance with GAAP, and which is not a Mandatory Asset Modification. “Disposition” means with respect to a Borrower Group Company, any sale, assignment, transfer or other disposition of any property (whether now owned or hereafter acquired) by such Borrower Group Company to any other Person (excluding any sale, assignment, transfer or other disposition of any property to any other Borrower Group Company). For the avoidance of doubt, a “Total Loss” of a Funded Asset shall not constitute a “Disposition”, the grant of a Purchase Option in an Asset Lease shall not constitute a “Disposition”, and an Inventory Asset becoming subject to a lease shall not constitute a “Disposition”. “Disposition Date” means, in respect of a Disposition, each date on which the Net Available Proceeds in connection with such Disposition are received by any Borrower Group Company. “Dollars” or “$” refers to lawful money of the United States of America. “Drawdown Date” means the date a Loan is to be or, as the context may require, is made hereunder (including the Closing Date). “DSCR” means, as of any Payment Date, the quotient of (a) DSCR Available Cash divided by (b) DSCR Required Debt Service. “DSCR Aggregate Interest Amount” means, as of any Payment Date, an amount equal to the aggregate amount of interest due on the Loans for such Payment Date and the previous two Payment Dates. “DSCR Available Cash” means, as of any Payment Date, an amount, if positive, equal to the sum without duplication and solely to the extent such amounts do not constitute Segregated Funds, of (a) the aggregate Rental Payments, Usage Fees, Loan Asset Payments, End of Lease Payments and Hedging Receipts actually received by any Borrower Group Company, in each case during the Collection Period related to such Payment Date and the two Collection Periods immediately prior thereof, plus (b) the aggregate Security Deposits actually received by any - 18 - Borrower Group Company during the Collection Period related to such Payment Date and the two Collection Periods immediately prior thereof in excess of the Security Deposit Required Amount and (without duplication) the aggregate amounts transferred from the Security Deposit Reserve Account to the Collections Account pursuant to section 6.06(e) of the Security Agreement for such Payment Date and the previous two Payment Dates, plus (c) the aggregate amounts transferred from the Liquidity Account to the Collections Account pursuant to section 6.07 of the Security Agreement for such Payment Date and the previous two Payment Dates minus (d) the amount applied pursuant to sections 8.01(a)(i) and (ii) of the Security Agreement on such Payment Date. “DSCR Cash Trap Event” means, with respect to any Payment Date occurring on or after the DSCR Commencement Date, the DSCR is less than 1.20:1 for such Payment Date or either of the two immediately prior Payment Date (to the extent such prior Payment Dates occurred on or after the DSCR Commencement Date). “DSCR Commencement Date” means the first Payment Date to occur after the first Asset financed pursuant to this Agreement has been an Asset for three complete Collection Periods. “DSCR Required Debt Service” means, as of any Payment Date, an amount equal to the sum of (i) the DSCR Aggregate Interest Amount for such Payment Date, (ii) the DSCR Required Principal Amount for such Payment Date and (iii) the DSCR Required Hedging Obligations for such Payment Date. “DSCR Required Hedging Obligations” means, as of any Payment Date, an amount equal to the Senior Hedging Payments on all Loans for such Payment Date and the previous two Payment Dates. “DSCR Required Principal Amount” means, as of any Payment Date, an amount equal to the Amortization Amount on all Loans for such Payment Date and the previous two Payment Dates. “DSCR Test Date” means (i) initially, the DSCR Commencement Date and (ii) thereafter, each Determination Date. “DSCR Trigger Event” means, with respect to any Payment Date occurring on or after the DSCR Commencement Date, as of any DSCR Test Date or such other date of determination, the DSCR is less than 1.10:1 on such Payment Date or either of the two immediately prior Payment Date (to the extent such prior Payment Dates occurred on or after the DSCR Commencement Date). “EA Test Date” means with respect to (a) the testing of the DSCR, each DSCR Test Date, (b) the testing of the LTV, each LTV Trigger Test Date and (c) the testing of the Concentration Limits, each Concentration Limit Test Date. “Early Amortization Event” means an LTV Trigger Event, a Concentration Breach Event, a DSCR Trigger Event, a Servicer Termination Event or a Weighted Average Remaining Lease Term Event.

- 19 - “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “Effective Date” means the date on which the conditions set out in Section 3.01 have been satisfied in full. “Eligibility Criteria” means the criteria set out in Schedule VIII. “Eligible Assignee” means (a) another Lender, (b) with respect to any Lender, any Affiliate of that Lender or Eligible Conduit Lender of a Designated Lender for which such Designated Lender acts as a Granting Lender hereunder, (c) an Approved Fund and (d) any commercial bank, which, in each case (A) has total assets of $1,000,000,000 or more, (B) is engaged in the business of lending money and extending credit under credit facilities substantially similar to the facility established by this Agreement, (C) is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank, (D) is not a Defaulting Lender or a Person who would be a Defaulting Lender upon becoming a Lender hereunder, or any Affiliate or Subsidiary of the foregoing, (E) is not a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person), (F) is not a Competitor unless an Event of Default has occurred and is continuing or the Borrower has provided prior written consent to such Person being an Eligible Assignee, to be withheld in its sole discretion and (G) is either (aa) organized under the laws of the United States of America, any State thereof or the District of Columbia or (bb) organized under the laws of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development (“OECD”), or a political subdivision of such a country, and (i) acting hereunder through a branch, agency or funding office located in the United States of America or in a country which is a member of the OECD and (ii) exempt from withholding of tax on interest and deliver the documents related thereto pursuant to Section 2.14 except in the case of U.S. withholding tax to the extent that such assignee’s assignor was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.14. “Eligible Conduit Lender” means, with respect to any Designated Lender (referred to herein as being “related to” such Designated Lender), a special purpose financing entity (i) administered or sponsored by such Designated Lender or (ii) with respect to which such Designated Lender acts as a Support Party. - 20 - “End of Lease Payments” means all payments under an Asset Lease that are paid by or on behalf of the Asset Lessee to the Lessor (other than Rental Payments and Usage Fees) in connection with the return of the applicable Owned Asset under the Asset Lease or relating to the termination or expiration of such Asset Lease, in each case, whether as expressly set forth in such Asset Lease in connection with a return condition settlement or otherwise. “Engine” means each Owned Asset (or, if the context requires, related Asset Interests) that is an Aircraft Engine owned by any Borrower Group Company, including any and all Parts incorporated in, installed on or attached to any such Aircraft Engine. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Borrower Group Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. “EU Bail-In Legislation Schedule” means the document described as the EU bail-in legislation schedule, published by the Loan Market Association (or any successor person), as in effect from time to time. “Euros” and “€” shall mean lawful money of the European Union. “Event of Default” has the meaning assigned to such term in Section 10.01. “Excess Maintenance Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the aggregate amount available in the Maintenance Reserve Account on such Payment Date over (b) the Maintenance Reserve Required Amount for such Payment Date; provided that, for the avoidance of doubt, if such amount is less than zero, the “Excess Maintenance Amount” shall be zero. “Excess Security Deposit Amount” means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the aggregate Remaining Security Deposits on such Payment Date over (b) the Security Deposit Required Amount for such Payment Date; provided that, for the avoidance of doubt, if such amount is less than zero, the “Excess Security Deposit Amount” shall be zero. “Excluded Taxes” means, with respect to the Security Trustee, the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower or any Borrower Group Company hereunder or under any other Loan Document: (a) Taxes imposed on or measured by its overall net income or gains (however denominated), franchise or doing business Taxes, and branch profits Taxes, in each case: (i) imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is treated as resident for tax purposes or is organized or in which its - 21 - principal office or branch is located or, in the case of any Lender, in which its applicable lending office is located; or (ii) that are Other Connection Taxes; (b) in the case of a Lender, any U.S. federal withholding Tax (and, in the case of a Lender that becomes a party hereto or designates a new lending office after the date hereof, any other withholding Tax imposed on or in respect of amounts payable by the Borrower to which a Loan hereunder was outstanding (or which is entitled to request a Loan under Section 2.03) at or prior to the time the Lender becomes a party hereto or makes such designation) that is imposed on or in respect of amounts payable by the Borrower to such Lender at the time such Lender becomes a party hereto (or designates a new lending office), except: (i) if such Lender became a party hereto by assignment (or such lending office was designated) pursuant to the request of the Borrower; or (ii) to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.14; (c) Taxes attributable to such recipient’s failure to comply with Section 2.14(e) or other breach by it of representations or covenants in a Loan Document; and (d) U.S. federal Taxes imposed under FATCA. “Expense Account” has the meaning given to it in the Security Agreement. “Expenses” means, collectively, any fees, costs or expenses incurred or to be incurred or other amounts payable by an Borrower Group Company in the course of the business activities permitted under Section 8.11, including, without limitation, (i) (x) Administrative Agent Expenses, Security Trustee Expenses, Lender Expenses, and Servicer Expenses (including the Senior Rent Based Fees, but excluding the Subordinated Rent Based Fees) and (y) expenses and Indemnification Amounts (including, without limitation, any and all claims, expenses, obligations, liabilities, losses, damages and penalties) of, or owing to, the Administrative Agent, any officer of any Borrower Group Company, the Security Trustee, and the Servicer, (ii) any premiums on liability insurance, (iii) all Taxes payable by the Borrower Group Companies, (iv) Maintenance and Modification Expenses (but only to the extent not funded out of the Maintenance Reserve Account), (v) any amounts payable to Lessees in accordance with the Leases (to the extent not otherwise provided for by Segregated Funds in an Obligor Funded Account), including without limitation, payments relating to maintenance reserves, security deposits and guaranties of obligations of any Borrower Group Company (without any duplication of any funds on deposit in any Obligor Funded Account) and (vi) any up-front payments payable by the Borrower in connection with any future hedge arrangements permitted under Section 8.11(a)(iii); provided, however, that, except as expressly provided herein, Expenses shall not include any principal or interest amount payable on the Loans or any amount payable under any Hedging Agreement. - 22 - “FAA Counsel” means a law firm having nationally recognized expertise in FAA matters that is reasonably satisfactory to the Administrative Agent, it being understood that as of the Closing Date, the firm of Daugherty, Fowler, Peregrin, Haught & Jensen is satisfactory to the Administrative Agent. “FAA Lease Assignment and Mortgage” has the meaning given to such term in the Security Agreement. “FATCA” means: (a) Sections 1471 through 1474 of the Code, as of the date of this agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the U.S. and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or (c) any intergovernmental agreement or other agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the IRS, the U.S. government or any Governmental Authority in any other jurisdiction. “Federal Funds Rate” means, for any day, the greater of (a) the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Board, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Security Trustee from three Federal funds brokers of recognized standing selected by it and (b) zero. “Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States. “FHA Agreement” means any flight hour or power by the hour or similar agreement in respect of any Owned Asset. “Final Repayment Date” means the date falling three years after the end of the Availability Period or, if such day is not a Business Day, the next succeeding Business Day. “Finance Lease” means (a) a lease classified as a finance lease under GAAP, which provides for transfer of title to the Aircraft Engine, Airframe or aircraft to the lessee at the end of the lease term for a nominal fee, (b) a lease under which the lessee is required, or has an off- market purchase option, to purchase the relevant aircraft at the end of the lease term or upon the occurrence of specified contingencies throughout the lease term (including upon an event of default thereunder) and (c) to the extent not contemplated by clause (a) or (b), a Revolving Credit Finance Lease.

- 23 - “Finance Party” means each Lender, the Hedging Providers, the Facility Agent, the Administrative Agent and the Security Trustee. “Financial Statements” means the income statement, balance sheet and statement of cash flows of WLFC and its Subsidiaries, internally prepared for each Fiscal Quarter, and audited for each Fiscal Year, in each case prepared in accordance with GAAP, including the notes and schedules thereto. “Fiscal Quarter” means any of the quarterly accounting periods of WLFC, specifically ending March 31, June 30, September 30, and December 31 of each year. “Fiscal Year” means the 12-month fiscal period of WLFC ending December 31 of each year. Subsequent changes of the Fiscal Year of Borrower shall not change the term “Fiscal Year” unless the Administrative Agent shall consent in writing to such change. “Floor” means, 0.0% per annum. “Funded Asset” means any Owned Asset or Underlying Asset related to an Asset Lease, a Loan Asset, or any Unutilized Asset or Inventory Asset in respect of which a Loan has been made hereunder which is outstanding. “Funding Account” means the following account of the Security Trustee: Bank Name: Bank of Utah 2605 Washington Blvd Ogden, UT 84401. Swift Code: [*] ABA/Routing #: [*] Beneficiary: Account Name: Bank of Utah Corporate Trust Account #: [*] Reference: [*] or such other account as notified by the Security Trustee to the Lenders from time to time with reasonable notice. “GAAP” means the generally accepted accounting principles of the United States. “Governmental Authority” means the government of the United States of America or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity (including any federal or other association of or with which any such nation may be a member or associated) exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government or any securities exchange. “Grantors” has the meaning given to such term in the Security Agreement. - 24 - “Group 1 Assets” means (a) each Engine that is a [*], [*], [*], [*], [*], [*], [*], [*] or [*] model Aircraft Engine (or a model of Aircraft Engine that is a future variant of such model) and (b) each Airframe to which an Aircraft Engine listed in clause (a) above may be affixed and is subject to an Asset Operating Lease and, in each case, is not a Group 3 Asset; provided that any Airframe must be pledged with all of the related Aircraft Engines of an Airframe of such model (which are of a type listed in clause (a) above) as of any Drawdown Date. “Group 2 Assets” means (a) each Engine that is a [*], [*], [*], [*], [*], [*], [*], [*] or [*] model Aircraft Engine (or a model of Aircraft Engine that is a future variant of such model) and (b) each Airframe to which an Aircraft Engine listed in clause (a) above may be affixed and is subject to an Asset Operating Lease and, in each case, is not a Group 3 Asset; provided that any Airframe must be pledged with all of the related Aircraft Engines of an Airframe of such model (which are of a type listed in clause (a) above) as of any Drawdown Date. “Group 3 Assets” means (a) each Loan Asset made by a Borrower Group Company in respect of any Underlying Asset which would meet the criteria of either a Group 1 Asset or Group 2 Asset and (b) a Finance Lease in respect of any Underlying Asset which would meet the criteria of either a Group 1 Asset or Group 2 Asset. “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect: (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof; (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof; (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. “Half-Life Base Value” means an Appraiser’s opinion of the value of an Asset in an open, unrestricted, stable market environment with a reasonable balance of supply and demand, and with full consideration of the Asset’s “highest and best use”, presuming an arm’s-length, cash transaction between willing, able and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for marketing; provided that if there is any conflict or disagreement with respect to the interpretation of Maintenance Adjusted Base Value, the parties shall refer to the definitions of ISTAT for guidance. - 25 - “Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement entered into with a Hedging Provider including, but not limited to, for purposes of satisfying the Hedging Requirement. “Hedging Breakage Gain” means any amount payable to the Borrower under a Hedging Agreement to which the Borrower is a party pursuant to the Hedging Requirement in connection with the prepayment of a Loan, in whole or in part. “Hedging Breakage Loss” means any amount payable by the Borrower under a Hedging Agreement to which the Borrower is a party pursuant to the Hedging Requirement in connection with the prepayment of a Loan, in whole or in part. “Hedging Obligations” means, with respect to any Grantor, any obligations of such Grantor under any Hedging Agreement. “Hedging Payments (Scheduled)” shall mean all scheduled payments required to be made by the Borrower under a Hedging Agreement to which such Borrower is a party. “Hedging Payments (Unscheduled)” shall mean all payments required to be made by the Borrower under a Hedging Agreement to which such Borrower is a party to the extent required to satisfy the Hedging Requirement, other than Hedging Payments (Scheduled), including any amounts payable thereunder in respect of any “event of default,” “termination event,” “total loss,” prepayment, return of Prepositioned Funds, or Airframe or Aircraft Engine disposition or sale, or termination. “Hedging Provider” means any Lender (regardless of whether such Person subsequently ceases to be a Lender after entering into the Hedging Agreement) or one of its Affiliates and any other Person approved by the Administrative Agent (acting at the direction of the Required Lenders, each acting reasonably) as a “Hedging Provider,” in each case, which is a counterparty to a Hedging Agreement. Any approval by the Administrative Agent (acting at the direction of the Required Lenders, each acting reasonably) of a Hedging Provider shall be irrevocable. “Hedging Receipts” means all payments to the Borrower under a Hedging Agreement to which the Borrower is a party pursuant to the Hedging Requirement (including any Hedging Breakage Gains). “Hedging Requirement” means the requirement that the Borrower shall hedge, in the aggregate, interest rate risk in respect of not less than 85% and not more than 110%, of then outstanding principal amount of Loans attributable to fixed rate Leases and fixed rate Loan Assets, excluding, at the election of the Borrower, any Lease or Loan Asset for which, as of the relevant date of determination the Drawdown Date for the related Loan was fewer than 30 days prior, or which was disposed or otherwise released (or for which the related Loan was prepaid) fewer than 30 days prior. Any hedge of interest rate risk related to a Loan with an Interest Rate based on SOFR (including Term SOFR, Daly Simple SOFR, or any other SOFR-based benchmark rate) may reference, or be settled by reference to, any SOFR-based rate regardless of whether such rate is the same SOFR-based rate as the Interest Rate. - 26 - “Hedging Requirement Test Date” has the meaning given to such term in Section 6.07. “Indebtedness” of any Person means, without duplication: (a) all obligations of such Person for borrowed money or with respect to deposits (excluding Segregated Funds) or advances of any kind; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Person upon which interest charges are customarily paid (excluding interest charges on any Security Deposits or maintenance reserves required to be paid under any Asset Lease or Loan Asset and excluding accounts payable incurred in the ordinary course of business with a term of not more than 120 days); (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, excluding those incurred in the ordinary course of business with a term of not more than 120 days; (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business with a term of not more than 120 days); (f) all indebtedness of any of the types mentioned in any other paragraph of this definition of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not such indebtedness secured thereby has been assumed; (g) all Guarantees by such Person of Indebtedness of others; (h) all Capital Lease Obligations of such Person; (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty; and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. “Indemnification Amounts” means any amounts payable by a Borrower Group Company to any Person pursuant to an indemnification covenant (including those set forth in any Loan Document), including, without limitation, any and all such amounts payable thereunder in respect of claims, expenses, obligations, liabilities, losses, damages and penalties, but excluding any Servicer Expenses. “Indemnified Taxes” means: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document; and

- 27 - (b) to the extent not otherwise described in (a), Other Taxes. “Indemnitee” has the meaning assigned to such term in Section 12.03(b). “Initial Appraisal” means with respect to: (a) in respect of an Owned Asset or an Underlying Asset, an Appraisal from each Appraiser dated as of a date no earlier than the date falling 180 days prior to the Drawdown Date of the Loan to which such Asset relates; and (b) in respect of Aircraft Equipment constituting or related to Additional Collateral, an Appraisal from each Appraiser dated as of a date no earlier than the date falling 180 days prior to the date on which such Aircraft Equipment is pledged as Additional Collateral. “Initial Appraised Value” means, with respect to an Asset, the Appraised Value of such Asset with reference to the Initial Appraisals. “Initial Look-Through Advance Rate” means, for any Group 3 Asset, the quotient of (x) the initial principal balance of the Loan for such Group 3 Asset divided by the initial Appraised Value of the Underlying Asset securing such Group 3 Asset as of the Drawdown Date for the related Loan. “Initial Maintenance Reserve Required Amount” means, as of any anticipated Drawdown Date for an Owned Asset, an amount equal to the sum of the Maintenance Reserve Required Amount calculated for such Owned Asset and each reference to “Relevant Payment Date” in the definition of “Maintenance Reserve Required Amount” shall be deemed to refer to the relevant Drawdown Date in lieu thereof. “Initial Security Deposit Required Amount” means, as of any anticipated Drawdown Date for an Owned Asset, an amount equal to the sum of the Security Deposit Required Amount calculated for such Owned Asset and each reference to “Relevant Payment Date” in the definition of “Security Deposit Required Amount” shall be deemed to refer to the relevant Drawdown Date in lieu thereof. “Interest Period” means, in relation to a Loan, each period determined in accordance with Section 2.10(e). “International Registry” means the international registry established pursuant to the Cape Town Convention. “Inventory Asset” means an Owned Asset (i) which is not subject to an Asset Lease at the time of the Drawdown Date in respect of the Loan which relates to such Owned Asset, (ii) which is owned or acquired by a Borrower Group Company and in the possession and control of either WLFC or another operator or management company on WLFC’s behalf and (iii) in respect of which an appraisal and inspection report has been delivered to the Administrative Agent. - 28 - “Investment” means, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of Stock, bonds, notes, debentures, partnership or other Ownership Interests or other securities of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but excluding any such deposit with, advance, loan or extension of credit having a term not exceeding 120 days arising in connection with the sale of inventory or supplies by such Person in the ordinary course of business; (c) the entering into of any Guarantee of, or other contingent obligation with respect to, Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person; or (d) the entering into of any Hedging Agreement. “Investment Company Act” has the meaning given to such term in Section 4.09(a). “Investment Grade” or “IG” means any Person having a rating of at least BBB- from S&P and Baa3 from Moody’s, or equivalent. “IRS” means the United States Internal Revenue Service. “Lease” means any Operating Lease or Finance Lease. “Lender Expenses” means any unpaid fees, reasonable out-of-pocket costs and expenses, indemnities or other amounts owing to the Lenders under the Loan Documents other than (x) any Unused Commitment Fees, (y) the principal amount of, and interest accrued on, any Loan and (z) any amounts payable under Sections 2.12, 2.13 and 2.14. “Lenders” means the Persons listed on Schedule I and any other Person that shall have become a Designated Lender in accordance with Section 2.01(d) or pursuant to an Assignment and Acceptance or a Conduit Lender pursuant to Section 2.06, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance; provided that for the purposes of any voting, discretion, power or authority, whether contained in this Agreement or any other Loan Document or provided by law, which the Administrative Agent or the Security Trustee is required to exercise in, or by reference to, the interests of the Lenders or any of them, neither WLFC nor any Affiliate thereof shall be considered to be a Lender notwithstanding that it is a Lender at the relevant time. - 29 - “Lending Office” means: (a) in case of each Lender which is a party to this Agreement on the date hereof, the office or offices identified in relation to such Lender in Schedule I; (b) in the case of each Lender which becomes a Lender after the date hereof, the office or offices identified in relation to such Lender in the Assignment and Acceptance pursuant to which such Lender became a Lender; and (c) in the case of any Lender and notified by a Lender, the office or offices identified in relation to such Lender to the Administrative Agent and the Security Trustee in writing by not less than five Business Days’ written notice, as the office or offices through which it will participate in the Loans held by it and perform its obligations under this Agreement. “Lessee Reimbursement” means any amounts that a Lessor is obligated to pay to or for the benefit of an Asset Lessee (including as may be payable to a maintenance provider or similar) pursuant to the terms of the applicable Asset Lease, including, without limitation, reimbursement for maintenance performed by such Asset Lessee or maintenance contributions measured by reference to Usage Fees, costs of compliance with airworthiness directives and payments with respect to the maintenance condition of an Owned Asset upon the expiration of the applicable Asset Lease. “Lessor” means, with respect to any Asset Lease, the Borrower Group Company that is the lessor or vendor under such Asset Lease. “Lien” means any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, security interest, encumbrance, claim, lien or charge of any kind. “Liquidity Account” means the account of the Borrower described as such in schedule 3 of the Security Agreement. “Liquidity Account Additional Amount” shall mean, as of any date, an amount necessary to cause the balance of the Liquidity Account to equal the Liquidity Account Required Amount. “Liquidity Account Required Amount” means, (a) initially, $1,750,000, and (b) from and after the date that the sum of the principal balance of each Loan as of its Drawdown Date (regardless of subsequent principal repayment) exceeds 25% of the Maximum Loan Amount, $3,500,000. “Loan” means each loan made hereunder or the principal amount outstanding for the time being of such loan. “Loan Asset” means a loan made to a Loan Asset Borrower by a Borrower Group Company which is secured by one or more Underlying Assets as specified in schedule 7 of the Security Agreement (in each case as supplemented from time to time pursuant to any Assumption Agreement or Collateral Supplement). - 30 - “Loan Asset Borrower” means, in relation to a Loan Asset, the person which is borrower under the loan which comprises such Loan Asset. “Loan Asset Borrower Guarantor” means any Person which has provided credit support to, including, without limitation, by means of entering into a guarantee in favor of, a Borrower Group Company in respect of a Loan Asset Borrower’s obligation to be performed in favor of such Borrower Group Company. “Loan Asset Borrower Mortgage” means, in respect of a Loan Asset, the mortgage related thereto in respect of the applicable Underlying Asset, granted by the Loan Asset Borrower in favor of the Borrower Group Company which is the lender in respect of such Loan Asset. “Loan Asset Documents” means, in respect of a Loan Asset, any and all documents, instruments and agreements relating to such Loan Asset, including any and all related guarantees, promissory notes, mortgages, security, pledge or hypothecation agreements, letters of credit, Security Deposit agreements and other collateral or credit support documents, leases, management agreements, and other ancillary agreements. “Loan Asset Payments” means all cash principal payments, interest payments and other amounts equivalent to such payments payable by or on behalf of a Loan Asset Borrower under a Loan Asset. “Loan Documents” means, collectively, this Agreement, the Upfront Fee Letters, the Structuring Fee Letters, the Security Documents, and such other document as may be agreed in writing by the Borrower to be a “Loan Document”. “Loan Request” means a request by the Borrower for a Loan in substantially the form attached as Schedule IV. “Local Law Account Charge” means any charge or other security agreement in respect of an Obligor Payment Account entered into from time to time by the applicable Borrower Group Company in favor of the Security Trustee and governed by the laws of the jurisdiction in which such Obligor Payment Account is located and in form and substance reasonably satisfactory to the Security Trustee. “LTV” means, as of each LTV Test Date, the quotient (expressed as percentage) of: (a) an amount equal to the sum of (i) the aggregate of all principal outstanding under each Loan made hereunder plus (ii) an amount (whether positive or negative) equal to the difference between (x) due and payable Hedging Obligations as of such date minus (y) due and payable Hedging Receipts as of such date, divided by (b) an amount equal to the sum of (i) the aggregate Value of all Group 1 Assets and Group 2 Assets, plus (ii) the aggregate Appraised Value of all Underlying Assets relating to Group 3 Assets, plus (iii) the amount available in the Liquidity Account and plus (iv) the Available Maintenance Amount.

- 31 - “LTV Event” means, as of any date of determination, the LTV is greater than the applicable Maximum LTV Threshold. If any LTV Event shall occur, it shall be deemed to be in existence until the earlier of (a) the date such LTV Event is cured or (b) the next LTV Test Date (if any) on which the LTV is lower than the applicable Maximum LTV Threshold. “LTV Test Date” means each LTV Trigger Test Date, each Drawdown Date, each Determination Date while an LTV Trigger Event is continuing, and in respect of any prepayment of the Loan pursuant to Section 2.08(e), the date such prepayment is due. “LTV Trigger Event” means, as of any LTV Trigger Test Date, the LTV is greater than the applicable Maximum LTV Threshold. If any LTV Trigger Event shall occur, it shall be deemed to be in existence until the earlier of (a) the date such LTV Trigger Event is cured or (b) the next LTV Test Date (if any) on which the LTV is lower than the applicable Maximum LTV Threshold. “LTV Trigger Test Date” means each Appraisal Date. “Maintenance Adjusted Base Value” means, as of any date of determination, the Half- Life Base Value of an Asset, adjusted by the relevant Appraiser to account for the maintenance status of such Asset (with such assumptions as to use since the last reported status as may be reasonably stated in the appraisal setting forth such Maintenance Adjusted Base Value). The Maintenance Adjusted Base Value for each Asset, as of any date of determination, shall be the average (mean) of the “Maintenance Adjusted Base Values” set forth in the Appraisals most recently delivered by each of the three Appraisers for such Asset in accordance with Section 2.03(b) or Section 5.02(b). “Maintenance Adjusted CMV” means, as at any date of determination, the specification-adjusted current market value of an Asset based on the most likely trading price that may be generated for such Asset under the market conditions that are perceived to exist at the time in question with the assumptions that such Asset is valued for its highest, best use, that the parties to the hypothetical transaction are willing, able, prudent, knowledgeable and under no unusual pressure for a prompt sale and that the transaction would be negotiated in an open and unrestricted market on an arm’s-length basis for cash or equivalent consideration, and given an adequate amount of time for effective exposure to potential buyers, using half-life values as adjusted to account for the specifications of the Asset and reflecting the state of supply and demand in the market that exists at the time, and adjusted by the relevant Appraiser to account for the maintenance status of such Asset (with such assumptions as to use since the last reported status as may be reasonably stated in the appraisal setting forth such Maintenance Adjusted CMV); provided that if there is any conflict or disagreement with respect to the interpretation of Maintenance Adjusted CMV, the parties shall refer to the definitions of ISTAT for guidance. The Maintenance Adjusted CMV for each Asset, as of any date of determination, shall be the average (mean) of the “Maintenance Adjusted CMVs” set forth in the Appraisals most recently delivered by each of the three Appraisers for such Asset in accordance with Section 2.03(b) or Section 5.02(b). “Maintenance and Modification Expenses” means (without duplication) (a) the cost of performing any maintenance or repair of an Owned Asset and of performing a Mandatory Asset - 32 - Modification (but excluding the cost of performing Discretionary Asset Modifications) and (b) the cost of Lessee Reimbursements. “Maintenance Annual Estimate” means an estimate prepared by the Servicer each year starting in 2025 as to the projected maintenance costs of the Owned Assets over an 18-month period beginning on May 1 of each year, as updated by the Servicer from time to time (including by any Maintenance Estimate provided as of any Drawdown Date). “Maintenance Estimate” means an estimate prepared by the Servicer as to the projected maintenance costs of an Owned Asset over an 18-month period beginning on the Drawdown Date of such Owned Asset. “Maintenance Reserve Account” means the account of the Borrower described as such in schedule 3 of the Security Agreement. “Maintenance Reserve Additional Amount” shall mean, as of any date, an amount necessary to cause the balance of the Maintenance Reserve Account to equal the Maintenance Reserve Required Amount. “Maintenance Reserve Required Amount” means, with respect to any Payment Date (such Payment Date, for purposes of this definition, the “Relevant Payment Date”), an amount equal to the greater of: (a) an amount equal to the lesser of (i) $1,000,000 and (ii) the then-outstanding aggregate principal amount of the Loans; and (b) an aggregate amount equal to the sum of (i) 100% of the projected maintenance costs of each Owned Asset (which, for any Owned Asset subject to a Lease, shall include the projected maintenance costs which are required under the applicable Lease to be reimbursed to the applicable Lessee by the applicable Lessor or payable by the applicable Lessor rather than the Lessee and which may include, at the election of the Servicer, any other Maintenance and Modification Expenses and any Capital Expenses) (“Projected Maintenance Costs”) from such Relevant Payment Date to but excluding the first Payment Date succeeding the Relevant Payment Date, (ii) 90% of the Projected Maintenance Costs from the first Payment Date succeeding the Relevant Payment Date to but excluding the second Payment Date succeeding the Relevant Payment Date, (iii) 80% of the Projected Maintenance Costs from the second Payment Date succeeding the Relevant Payment Date to but excluding the third Payment Date succeeding the Relevant Payment Date, (iv) 70% of the Projected Maintenance Costs from the third Payment Date succeeding the Relevant Payment Date to but excluding the fourth Payment Date succeeding the Relevant Payment Date, (v) 60% of the Projected Maintenance Costs from the fourth Payment Date succeeding the Relevant Payment Date to but excluding the fifth Payment Date succeeding the Relevant Payment Date, (vi) 50% of the Projected Maintenance Costs from the fifth Payment Date succeeding the Relevant Payment Date to but excluding the sixth Payment Date succeeding the Relevant Payment Date, (vii) 40% of the Projected Maintenance Costs from the sixth Payment Date succeeding the Relevant Payment Date to but excluding the seventh Payment Date succeeding the Relevant Payment Date, (viii) 30% of the Projected Maintenance Costs from the seventh Payment Date succeeding the Relevant Payment Date to but excluding the eighth - 33 - Payment Date succeeding the Relevant Payment Date, (ix) 20% of the Projected Maintenance Costs from the eighth Payment Date succeeding the Relevant Payment Date to but excluding the ninth Payment Date succeeding the Relevant Payment Date, and (x) 10% of the Projected Maintenance Costs from the ninth Payment Date succeeding the Relevant Payment Date to but excluding the twelfth Payment Date succeeding the Relevant Payment Date. The Projected Maintenance Costs shall be determined on the basis of the most recent Maintenance Annual Estimate delivered by the Servicer pursuant to Section 8.08(c), including as updated by the Servicer to reflect updated information, including relating to any Maintenance Estimate provided as of any Drawdown Date and any change in the actual timing of such Projected Maintenance Costs from the timing projected by the prior Maintenance Annual Estimate. “Mandatory Asset Modification” means a modification or improvement of an Owned Asset made after the Drawdown Date for such Asset, the cost of which is capitalized in accordance with GAAP, required pursuant to the terms of the related Asset Lease or the terms of Applicable Law or which, in the reasonable determination of the Servicer, is commercially necessary in order to place such Owned Asset in the minimum condition required to lease or re- lease such Owned Asset. “Mandatory Prepayment Amount” means (i) in respect of an Asset related to a Funded Asset subject to a Total Loss, 100% of the Allocable Amount for such Asset and (ii) in respect of an Asset subject to a Disposition, an amount equal to the Required Prepayment Amount. “Margin Stock” means “margin stock” within the meaning of Regulations T, U and X of the Federal Reserve Board. “Material Adverse Effect” means a material adverse effect on the business, assets or financial condition of the Borrower Group Companies taken as a whole that would limit (a) the ability of the Borrower to pay or perform its material obligations in accordance with the terms of any of the Loan Documents or (b) the material rights and remedies of the Lenders under the Loan Documents. “Maximum Loan Amount” means an amount equal to $500,000,000. “Maximum LTV Threshold” shall mean, as of any date of determination, (a) during the period from (and including) the Closing Date to (but excluding) the Commitment Termination Date, the Blended LTV Asset Advance Rate for all Assets as of such date of determination; (b) during the period from (and including) the Commitment Termination Date to (but excluding) the first anniversary of the Commitment Termination Date, the difference of (x) the Blended LTV Asset Advance Rate (as calculated on the Commitment Termination Date) for all Assets as such date of determination minus (y) [*]%; - 34 - (c) during the period from (and including) the first anniversary of the Commitment Termination Date to (but excluding) the second anniversary of the Commitment Termination Date, the difference of (x) the Blended LTV Asset Advance Rate (as calculated on the Commitment Termination Date) for all Assets as such date of determination minus (y) [*]%; and (d) during the period from (and including) the second anniversary of the Commitment Termination Date to (but excluding) the Final Repayment Date, the difference of (x) the Blended LTV Asset Advance Rate (as calculated on the Commitment Termination Date) for all Assets as such date of determination minus (y) [*]%. “Minimum Equity Amount” means the cash equity invested by WLFC or the Borrower in all Assets for which a Loan has been made hereunder, in an aggregate amount equal to the sum of (i) [*] % of the lesser of (x) the aggregate Appraised Value for all Assets which are Group 1 Assets and Group 2 Assets and (y) the sum of the Acquisition Cost for all Assets which are Group 1 Assets and Group 2 Assets, plus (ii) [*]% of the sum of the initial principal balance for all Assets which are Group 3 Assets. “Minimum Provisions” means those provisions set out in Schedule IX. “Monthly Date” means each date falling two Business Days prior to each Payment Date. “Moody’s” means Moody’s Investors Service. “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. “Net Available Proceeds” means: (a) in the case of any Disposition of any Asset, the aggregate amount of all cash payments received by the Borrower Group Companies directly or indirectly in connection with such Disposition plus any amounts paid by the Borrower for the purpose of increasing the Net Available Proceeds relating to such Disposition; provided that: (i) Net Available Proceeds shall be net of: (A) the amount of any legal, accounting, investment banking and broker’s fees, title and recording Tax expenses, commissions and other fees and expenses paid or estimated to be payable by the Borrower Group Companies in connection with such Disposition; and (B) any U.S. federal, state and local income or other Taxes (including, without limitation, Taxes imposed by any foreign jurisdiction) estimated to be payable by the Borrower Group Companies and (in the case of Borrower Group Companies that are transparent for purposes of an applicable Tax) their direct or indirect owners as a result of such Disposition (but only to the extent that such estimated Taxes are in fact paid prior to the due date therefor to the relevant federal, state, local or other Governmental Authority);

- 35 - (ii) Net Available Proceeds shall be net of any amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification or similar payment obligations associated with such Disposition (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Available Proceeds); and (iii) Net Available Proceeds shall be net of any good faith estimates of the Borrower Group Companies of payments required to be made with respect to unassumed liabilities relating to any Disposition (provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities, such cash proceeds shall constitute Net Available Proceeds); and (b) in the case of any Total Loss in relation to any Asset, the total net proceeds of all hull, war risk or spares insurance and reinsurance received by the applicable Borrower Group Company or the Servicer and/or paid to the Security Trustee in respect of such Total Loss, including, in the case of a Total Loss of an Airframe which does not involve the Total Loss of all Engines or Parts installed thereon at the time when such Total Loss occurred, the sale proceeds of any such surviving Engines or Parts, in each case, net of reasonable expenses incurred in connection with such claim. “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. “Non-Significant Subsidiary” means a Subsidiary of the Borrower that does not own or lease any Owned Assets, is not party to any Loan Assets or own the Stock of any other Borrower Group Company as of such applicable date of such order or decree or event. “Non-U.S. Person” means any Person which is not a U.S. Person. “Obligations” means the collective reference to the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Borrower Group Companies to the Administrative Agent or any other Secured Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Security Agreement, this Agreement, or the other Loan Documents to which such Borrower Group Company is a party, or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to the Security Trustee, to the Administrative Agent, or to any Secured Party that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements). “Obligations Discharge Date” means the date on which all Obligations have been discharged in full (other than contingent obligations for which no claim has been made). “Obligor” means, as the context may require, an Asset Lessee, a Loan Asset Borrower, an Asset Lessee Guarantor or a Loan Asset Borrower Guarantor and any other person which is an obligor, lessee, borrower, hypothecator, debtor, pledger or guarantor under any of the Portfolio Documents. - 36 - “Obligor Funded Account” has the meaning given to such term in the Security Agreement. “Obligor Payment Account” has the meaning given to such term in the Security Agreement. “OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury. “Off-Lease” shall mean an Owned Asset that, as of any time of determination, is not subject to an Asset Lease. For purposes of this definition, an Owned Asset that was previously subject to an Asset Lease shall be deemed “Off-Lease” (i) commencing on (and including) the date on which (A) the return and acceptance of the Owned Asset occurs, as evidenced, if required under the relevant Asset Lease, by a return acceptance certificate or (B) the date on which the applicable Lessor (or its agent on behalf of such Lessor) repossesses the Owned Asset and (ii) ending on (and including) the earlier of the date a new leasing term commences under a subsequent Asset Lease (regardless of whether such subsequent Asset Lease was executed prior thereto) or such subsequent Asset Lease is executed. “Operating Lease” means any lease contract other than a Finance Lease. “Organizational Documents” as to any Person, means the constitutive documents of such Person (including any Certificate of Incorporation, Limited Liability Company Agreement, trust agreement, bylaws or other organizational or governing documents of such Person). “Other Connection Taxes” means, with respect to the Security Trustee, the Administrative Agent, any Lender or other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder or under any other Loan Document, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or enforced any Loan Document). “Other Taxes” means any and all present or future stamp or documentary Taxes or similar Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment or transfer by a Lender, the Administrative Agent, or Security Trustee of any of its rights or obligations under a Loan Document (other than an assignment or transfer at the request of the Borrower). “Owned Asset” means a Title Owned Asset or a Trust Owned Asset (including each Inventory Asset). “Owned Asset Agreement” means any lease, sublease, conditional sale agreement, finance lease, financing agreement, hire purchase agreement or other agreement (other than any agreements relating to maintenance, modification or repairs) or any purchase option granted to a - 37 - Person to purchase any Funded Asset, in each case pursuant to which any Person acquires or is entitled to acquire legal title, or the economic benefits of ownership of, such Funded Asset. “Owned Asset Documents” means, with respect to an Owned Asset, all records, logs (including maintenance logs), technical data, manuals and any other documents defined as “Owned Asset Documents”, “Technical Records” or any similar term as defined in the Portfolio Documents related thereto. “Owner Trust” means each common law or statutory trust, the beneficial interest in which is held by a Borrower Group Company as specified in schedule 4 of the Security Agreement (as supplemented from time to time pursuant to an Assumption Agreement or Collateral Supplement). “Owner Trustee” means, in respect of each Owner Trust, the entity acting as trustee (and not in its individual capacity) in respect of such Owner Trust. “Ownership Interests” has the meaning assigned to such term in Section 8.02. “Parent” means WLFC, solely in its capacity as the sole member and parent of the Borrower. “Part” means any part, component, appliance, accessory, instrument or other item of equipment (other than any Aircraft Engine) installed in or attached to (or constituting a spare for any such item installed in or attached to) any Owned Asset or Underlying Asset. “Participant” has the meaning assigned to such term in Section 12.04(c)(i). “Payment Date” means, the 15th day of each month, provided that if any Payment Date would otherwise fall on a day that is not a Business Day, such Payment Date will be the first following day that is a Business Day, commencing on June 15, 2024. “Periodic Term SOFR Determination Day” has the meaning assigned to such term in the definition of “Term SOFR”. “Permitted Advance Amount” means: (a) in respect in respect of a Group 1 Asset or Group 2 Asset, the lower of (i) for an Owned Asset subject to an Asset Operating Lease or otherwise an Inventory Asset, the applicable Asset Advance Rate multiplied by the Initial Appraised Value or the most recent Appraised Value of the related Owned Asset as of the determination date and (ii) the amount that, on a pro forma basis taking into account the acquisition of the relevant Asset, would not cause an LTV Event to occur; provided that the Asset Advance Rate applicable to any Off-Lease Asset will be the rate applicable to a Tier 3 Underlying Obligor. - 38 - (b) in respect of a Group 3 Asset, the lower of (i) the applicable Asset Advance Rate multiplied by the most recent Appraised Value of the Underlying Asset securing such Group 3 Asset as of the determination date and (ii) the applicable Asset Advance Rate multiplied by (x) in the case of a Loan Asset, the outstanding principal balance of such Loan Asset, subject to a maximum amount equal to the aggregate scheduled principal repayments due, owing and payable pursuant to such Loan Asset Documents during the period between the determination date and the maturity date of such Loan Asset or (y) in the case of an Owned Asset subject to an Asset Finance Lease, the Asset Finance Lease Value of such Asset Finance Lease, subject to a maximum amount equal to the aggregate scheduled principal payment due, owing and payable pursuant to such Asset Lease Documents during the period between the determination date and the maturity date of such Asset Finance Lease; (c) in respect of an Asset in respect of which no Loan is outstanding, but which is added as Additional Collateral in accordance with Section 7.05, the amount that would be the Permitted Advance Amount of such Asset if it were a Group 1 Asset, a Group 2 Asset or a Group 3 Asset. “Permitted Encumbrances” means: (a) judgment Liens in respect of judgments that do not constitute an Event of Default under paragraph (g) of Section 10.01; (b) any permitted Lien or encumbrances on any Aircraft Equipment howsoever described or defined under any Asset Lease or Loan Asset (except any Lien attributable to any Borrower Group Company which is not otherwise permitted pursuant to the other paragraphs of this definition); (c) Liens in respect of fuel for Aircraft Equipment arising in the ordinary course; (d) any Lien created by or through or arising from debt or liabilities or any act or omission of any Asset Lessee or any Loan Asset Borrower in each case either in breach of the relevant Asset Lease or Loan Asset or without the consent of the relevant lessor, Lender or Borrower Group Company; (e) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods; provided that such custom duties are paid when due and, prior to payment, adequate reserves with respect thereto are maintained on the books of the Borrower Group Companies in conformity with GAAP; (f) any Liens of account banks having a right of setoff, revocation, refund or chargeback against money or instruments of the Borrower Group Companies on deposit or in the possession of such bank arising for the payment of bank fees and other similar amounts owed in the ordinary course of business, to the extent such Liens are not waived by such account banks;

- 39 - (g) the applicable Asset Lease and Loan Asset, any head lease, lease, loan, Loan Asset Borrower Mortgage, collateral assignment to a Borrower Group Member of a sublease or related rights, conditional sale agreement or Purchase Option under any Asset Lease or Loan Asset in respect of any Aircraft Equipment, in each case not otherwise prohibited by this Agreement; (h) any Lien for air navigation authority, airport tending, gate or handling (or similar) charges or levies arising by statute or operation of law if (i) the payments for such fees and charges are not yet due and payable, (ii) promptly after the Borrower Group Company becomes aware thereof, either the Servicer is acting in accordance with the Standard of Care to contest or to direct the applicable Lessee or other relevant Person to contest such fees and charges in good faith or (iii) the continued existence of such Lien do not give rise to any reasonable likelihood of the sale, forfeiture or other loss of the affected asset; (i) Liens imposed by law with respect to liabilities that are not yet due and payable or that are being appropriately contested in good faith by appropriate proceedings and on a basis consistent with past practice; (j) Liens for Taxes that are not yet due and payable or that are being contested in good faith by appropriate proceedings for which the Borrower Group Companies have established adequate reserves in accordance with GAAP; (k) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, workmen, repairmen and other Liens imposed by law with respect to liabilities that are not yet due and payable, that arise in the ordinary course of business or by operation of law, or that are being appropriately contested in good faith by appropriate proceedings and on a basis consistent with the Standard of Care; (l) the rights of any Owner Trustee, and any voting trust or similar rights created in relation to an Asset in connection with the registration thereof; and (m) any Liens in favor of the Security Trustee. “Permitted Holder” means each of Charles F. Willis IV and Austin Willis, any member of each of their respective immediate families, and each of their respective trusts, family limited partnerships or heirs. “Permitted Investments” means, and may include investments for which the Security Trustee or any of its affiliates serves as investment manager or advisor: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or Moody’s; - 40 - (c) investments in certificates of deposit, deposit accounts, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $250,000,000; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in paragraph (a) of this definition and entered into with a financial institution satisfying the criteria described in paragraph (c) of this definition; or (e) direct obligations of any money market mutual fund or similar investment company all of whose investments consist of obligations having the highest quality rating obtainable from S&P or Moody’s. “Permitted WLFC Change in Control” means any transaction which, but for the involvement of a Permitted Holder or an Affiliate of a Permitted Holder, would otherwise be a WLFC Change in Control. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower Group Company or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. “Pledgor” means the Parent, solely in its capacity as pledgor under the Pledge Agreement. “Portfolio Document Material Default” means, with respect to any Asset Lease or a Loan Asset, (a) any default in the payment of any amount due and payable by the Asset Lessee under such Asset Lease or the Loan Asset Borrower under such Loan Asset, in respect of which the Servicer is exercising, or notifies the Lenders that it will exercise, remedies in accordance with the Standard of Care and is continuing for 60 days or more (or such longer period as agreed to by the Required Lenders (acting reasonably)) or (b) the occurrence under such Asset Lease or Loan Asset of an “event of default,” or the substantially equivalent term, not referenced to in clause (a), and for which the applicable Borrower Group Company is exercising material remedies (other than sending a notice of default in accordance with the Standard of Care). “Portfolio Documents” means: (a) in respect of a Loan Asset, collectively, the Loan Asset and the Loan Asset Documents related to such Loan Asset; (b) in respect of an Owned Asset, the Asset Lease related thereto and the Asset Lease Documents related to such Asset Lease. - 41 - “Portfolio Transaction” means any sale of 15 or more Assets (which may occur during an agreed delivery period and/or simultaneously) to an affiliate of WLFC in connection with a portfolio refinancing by such affiliate. “Post-Closing Items” has the meaning assigned to such term in section 5.06(d) of the Security Agreement. “Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the “Prime Rate” as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent and any Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. “Principal Component” means, in respect of any Asset Finance Lease, all amounts representing the “principal” component of all Rental Payments payable by the Asset Lessee under the Asset Lease Documents related to such Asset Finance Lease. “Process Agent” has the meaning assigned to such term in Section 12.10(c). “Prohibited Jurisdiction” means any of (i) Russia and Belarus and (ii) any Sanctioned Jurisdiction; provided that if a country or region is not a Sanctioned Jurisdiction, the Asset may be operated in that country or region so long as it is not habitually based there and the Asset’s insurance covers operations in that country or region consistent with the Standard of Care. “Protocol” shall mean the Protocol to the Cape Town Convention on matters specific to Aircraft Equipment dated November 16, 2001. “Purchase Option” means a contractual option granted by the lessor or owner under an Owned Asset Agreement (including pursuant to a conditional sale agreement) as to the purchase of the applicable Owned Asset. “QEC Kit” means a quick engine change kit, consisting of components and accessories installed or capable of being installed on an Aircraft Engine to speed the removal and installation of the Aircraft Engine on an aircraft. “Quarterly Date” means (i) initially, the third Payment Date to follow the Commitment Termination Date and (ii) each third successive Payment Date to follow such previously occurring Quarterly Date. “Register” has the meaning given to it in Section 12.04(b)(iii). “Related Collateral” means any Warranties, any FHA Agreement, any engine program, any Loan Asset Borrower Mortgage, any residual value guaranty, any third party or bank guarantee or cash collateral or other credit support provided by or on behalf of any Asset Lessee or Loan Asset Borrower (including any letter of credit), to secure such Asset Lessee’s or Loan Asset Borrower’s obligations under the relevant Portfolio Documents, respectively. - 42 - “Related Collateral Document” means any letter of credit, third-party or bank guarantee or any other agreement or instrument evidencing Related Collateral. “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, trustees and advisors of such Person and such Person’s Affiliates. “Relevant Appraisals” means, as of any date on which the Appraised Value of any Asset is to be determined, the most recent Appraisals delivered by the Borrower in respect of such Asset as required in accordance with this Agreement. “Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto. “Remaining Lease Term” means, for any Asset Lease as of any date of determination, the number of months remaining until the earliest date on which such Asset Lease is scheduled to expire pursuant to its terms. “Remaining Security Deposit” means, as of any date of determination, the aggregate amount of each Security Deposit for an Owned Asset that (a) does not constitute Segregated Funds and (b) as of such date of determination may, under the applicable Asset Lease, be required to be repaid to the applicable Asset Lessee. “Rental Payments” means all cash rental payments and other amounts equivalent to a rental payment payable by or on behalf of an Asset Lessee under an Asset Lease, including payments received in respect of any Purchase Option. “Required Lenders” means, at any time, Designated Lenders having (or whose related Conduit Lenders have) outstanding Loans and Commitments representing at least 50.1% of the sum of the total outstanding Loans and unused Commitments of all Lenders at such time. The outstanding Loans and unused Commitments of WLFC (or any Affiliate of WLFC) (unless WLFC and its Affiliates constitute 100% of the Lenders at such time) or of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. “Required Prepayment Amount” means, in respect of an Asset, an amount equal to 105% (or 100%, in the case of a Portfolio Transaction) of the Allocable Amount for such Asset on the date of determination. “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of Stock of any Borrower Group Company, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of Stock of any Borrower Group Company or any

- 43 - option, warrant or other right to acquire any such shares of Stock of any Borrower Group Company. “Revolving Credit Finance Lease” means any lease or hire purchase contract which utilizes a revolving credit lease engine financing product structure that combines certain attributes of a revolving loan with those of an operating lease and therefore may be classified as Finance Leases. “S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business. “Sanctioned Jurisdiction” means any country or region subject to comprehensive sanctions issued by any Sanctions Authority broadly prohibiting dealings with such country or territory (currently including each of Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic). “Sanctioned Person” means, at any time, any Person with whom dealings are restricted or prohibited under Sanctions, including: (a) any Person listed in any Sanctions-related list of designated Persons maintained by any Sanctions Authority, including, without limitation, the Specially Designated Nationals and Blocked Persons List maintained by OFAC; or (b) any Person 50% or more owned or controlled, directly or indirectly, by any Person or Persons described in paragraph (a) hereof. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority. “Sanctions Authority” means each of the following: (a) the U.S. government, including OFAC, the U.S. Department of State, and U.S. Department of Commerce; (b) the United Nations Security Council; (c) the European Union; and (d) His Majesty’s Treasury. “Scheduled Airframe Amortization Amount” means, for each Group 1 Asset or Group 2 Asset which is an Airframe, a scheduled amount notified to the Borrower on the Drawdown Date for the related Loan or Loans, based on straight line amortization to zero over a period equal to the lower of (i) 25 years minus the age of such Airframe on such Drawdown Date and (ii) 14 years (in the case of Group 1 Assets) or ten years (in the case of Group 2 Assets). “Scheduled Cash Sweep Amount” means, on each Payment Date which occurs during the Term Period beginning on: - 44 - (a) the Business Day immediately following the Commitment Termination Date, an aggregate amount equal to 25% of the Surplus Amount (if any); (b) the Business Day immediately following the first anniversary of the Commitment Termination Date, an aggregate amount equal to 50% of the Surplus Amount (if any); and (c) the Business Day immediately following the second anniversary of the Commitment Termination Date, and which ends on the Final Repayment Date, in an aggregate amount equal to 100% of the Surplus Amount (if any). “Secured Parties” means the Administrative Agent, the Facility Agent, the Security Trustee, the Lenders and the Hedging Providers. “Secured Party Representatives” means, collectively, the Security Trustee, the Administrative Agent and the Facility Agent. “Securities Act” means the Securities Act of 1933, as amended. “Security Agreement” means the security agreement, dated as of the date hereof, between each of the Grantors party thereto and the Security Trustee. “Security Deposit Additional Amount” shall mean, as of any date, an amount necessary to cause the balance of the Security Deposit Reserve Account to equal the Security Deposit Required Amount. “Security Deposit Required Amount” means, with respect to any Payment Date (for the purposes of this definition only, the “Relevant Payment Date”), an amount equal to the greater of: (a) an amount equal to the lesser of (i) $1,000,000 and (ii) the then-outstanding aggregate principal amount of the Loans; and (b) an aggregate amount equal to the sum of (i) [*]% of the Remaining Security Deposits relating to Leases expected to expire during the period from the Relevant Payment Date to but excluding the first Payment Date succeeding the Relevant Payment Date, plus (ii) [*]% of the Remaining Security Deposits relating to Leases expected to expire during the period from the first Payment Date succeeding the Relevant Payment Date to but excluding the second Payment Date succeeding the Relevant Payment Date, plus (iii) [*]% of the Remaining Security Deposits relating to Leases expected to expire during the period from the second Payment Date succeeding the Relevant Payment Date to but excluding the third Payment Date succeeding the Relevant Payment Date, plus (iv) [*]% of the Remaining Security Deposits relating to Leases expected to expire during the period from the third Payment Date succeeding the Relevant Payment Date to but excluding the fourth Payment Date succeeding the Relevant Payment Date. “Security Deposit Reserve Account” means the account of the Borrower described as such in schedule 3 of the Security Agreement. - 45 - “Security Deposits” means any amounts described as security deposits, supplemental rent or such other similar term, however described or defined pursuant an Asset Lease or Loan Asset which are required to be provided to a Borrower Group Company or Asset Owning Entity by an Asset Lessee or Loan Asset Borrower as security for such Person’s obligations thereunder (but shall not include Usage Fees). “Security Documents” means the Security Agreement, each FAA Lease Assignment and Mortgage, the Borrower Pledge, each Account Control Agreement, each Borrower Group Pledge, each Local Law Account Charge and all other security documents hereafter delivered to the Security Trustee granting a Lien on any property of any Person to secure the obligations and liabilities of any Borrower Group Company under any Loan Document. “Security Trustee Expenses” means any fees, reasonable out-of-pocket costs and expenses, losses, indemnities or other amounts owing to the Security Trustee under the Loan Documents. “Segregated Funds” with respect to each Asset Lease or Loan Asset, all Asset Payments, Loan Asset Payments and End of Lease Payments provided for under such Asset Lease or Loan Asset that have been received from the relevant Asset Lessee or Loan Asset Borrower or any other Person and not permitted, pursuant to the terms of such Asset Lease or Loan Asset to be commingled with, in each case, the funds of any Grantor including, where applicable, any Security Deposits. “Seller” means any Person that is not a Borrower Group Company transferring or selling an Asset to a Borrower Group Company. “Seller Title Instrument” means, in respect of an Owned Asset, a copy of each relevant bill of sale evidencing the transfer of title in respect of the Aircraft Equipment or an FAA bill of sale from the seller to the entity which is transferring title to the applicable Borrower Group Company on the Drawdown Date; or a copy of the relevant beneficial interest or share transfer instrument which transferred title to the Stock Asset of entity which is to become a Borrower Group Company on the Drawdown Date. “Senior Hedging Payments” means Hedging Payments (Scheduled) and Hedging Payments (Unscheduled) that are not in either case Subordinated Hedging Payments. “Senior Rent Based Fees” has the meaning given to such term in the Servicing Agreement. “Servicer” means the Person acting as Servicer under the Servicing Agreement from time to time, which shall initially be WLFC. “Servicer Expenses” means the Servicing Fees and any costs and expenses payable or reimbursable to the Servicer by any Borrower Group Company under the Servicing Agreement, including any costs and expenses incurred or committed by the Servicer (in accordance with the Standard of Care), either on its own account or in the name of or otherwise on behalf of a Borrower Group Company, in connection with the enforcement of an Asset Lease or Loan Asset, the possession of an Owned Asset or the transitioning of an Owned Asset for a follow-on lease - 46 - or purchaser (regardless of whether such transition is to or has occurred in connection with the expiration of an Asset Lease or termination of a Loan Asset, the voluntary termination of an Asset Lease or Loan Asset or the involuntary termination of an Asset Lease or Loan Asset), including legal, notarial and other fees, the costs and expenses of enforcement, costs of ferrying and repossessing an Owned Asset, Owned Asset insurance costs, registration fees, export fees and storage costs. “Servicer Termination Event” has the meaning given to such term in the Servicing Agreement. “Services” has the meaning given to such term in the Servicing Agreement. “Servicing Agreement” means the servicing agreement to be dated on or before the Effective Date among, inter alios, the Servicer and the Borrower. “Servicing Fee” means the fee payable pursuant to section 9.01 of the Servicing Agreement. “SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “Standard of Care” means the reasonable customary practice of leading international aircraft or aircraft engine operating lessors (as applicable), acting as if it were the owner of each applicable aircraft or engine (which, so long as the Servicer is WLFC shall be deemed to be the customary practice of WLFC). “State of Registration” means, in relation to Aircraft Equipment at any time, the country or state on whose national register such Aircraft Equipment is registered at that time under the laws of such country or state in accordance with the applicable provisions of any Portfolio Documents relating to such Aircraft Equipment or, in the absence of any such provisions, Applicable Law. “Stock” means all shares of capital stock, all beneficial interests in trusts, all membership interests in limited liability companies, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or interests. “Stock Asset” has the meaning given to such term in Section 2.01(a). “Structuring Fee Letter” means each structuring fee letter between the Borrower and an Initial Lender, each dated as of May 3, 2024. “Subordinated Hedging Payments” means (a) any Hedging Payments (Unscheduled) with respect to the termination of a Hedging Agreement resulting from a voluntary termination by a Borrower Group Company of a Hedging Agreement or a default of the Hedging Provider or in which the Hedging Provider is the sole “affected party” as a result of a termination of a Hedging

- 47 - Agreement (other than for a termination due to an illegality or tax event as such events are defined in the Hedging Agreement) and (b) any Hedging Payment (Unscheduled) which by the terms of the applicable Hedging Agreement is to be subordinated in accordance with section 8.01(a) or (d) of the Security Agreement. “Subordinated Indebtedness” means Indebtedness of the Borrower provided by a Subordinated Lender and in respect of which both the Borrower and such Subordinated Lender have executed a Subordination Undertaking in favor of the Security Trustee. “Subordinated Lender” means any Borrower Group Company, WLFC or any Affiliate of any such person which has, in each case, entered into a Subordination Undertaking. “Subordinated Rent Based Fees” has the meaning given to such term in the Servicing Agreement. “Subordination Undertaking” means an undertaking in the form agreed between the Borrower, the Security Trustee and the Administrative Agent from time to time pursuant to which any holder of Subordinated Indebtedness agrees to treat such Subordinated Indebtedness as junior to the Obligations. “Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association, statutory or common law trust or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association statutory or common law trust, owner trust or other entity: (a) of which securities or other ownership interests representing more than 50% of the equity (or beneficial interest) or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held directly or indirectly through an intermediary; or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent. “Support Facility” means any liquidity or credit support agreement or other facility with a Conduit Lender which relates, either generally or specifically, to this Agreement (including any agreement to purchase an assignment of or participation in, or to make loans or other advances in respect of Loans). “Support Party” means any bank, insurance company or other entity extending or having a commitment to extend funds to or for the account of a Conduit Lender (including by agreement to purchase an assignment of or participation in, or to make loans or other advances in respect of Loans) under a Support Facility. “Surplus Amount” means any amount remaining from the Available Collections Amount following application of such pursuant to sections 8.01(a)(i) through 8.01(a)(viii) of the Security Agreement. - 48 - “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, assessments, fees, other charges or withholdings (including backup withholding and withholding taxes pursuant to FATCA) imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Term Period” means the period from the Commitment Termination Date to the Final Repayment Date. “Term SOFR” means, for any calculation on any day, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period (and no less than one month) on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of the applicable Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; provided further that if Term SOFR determined as provided above (including pursuant to the proviso above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor. “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion). “Term SOFR Reference Rate” means the forward-looking term rate based on SOFR. “Third Party Event” has the meaning assigned to such term in Section 6.03(a). “Tier 1 Underlying Obligor” means any Underlying Obligor listed under “Tier 1 Underlying Obligor” in Schedule VII. “Tier 2 Underlying Obligor” means any Underlying Obligor listed under “Tier 2 Underlying Obligor” in Schedule VII. “Tier 3 Underlying Obligor” means any Underlying Obligor which fits the description or is otherwise listed under “Tier 3 Underlying Obligor” in Schedule VII. “Title Owned Asset” means an Airframe or an Engine as specified in schedule 5 of the Security Agreement (as supplemented pursuant to an Assumption Agreement or Collateral Supplement) that is owned by a Borrower Group Company, other than a Trust Owned Asset. - 49 - “Total Loss” means, with respect to any Funded Asset: (a) if the same is subject to an Asset Lease or a Loan Asset, a “Casualty Occurrence”, “Total Loss” or “Event of Loss” (each as defined in such Asset Lease or Loan Asset) or any similar event or condition (however so defined); or (b) if the same is not subject to an Asset Lease or Loan Asset: (i) its actual, constructive, compromised, arranged or agreed total loss; (ii) its destruction or, in the reasonable opinion of the Servicer, damage beyond repair or being rendered permanently unfit for normal use for any reason whatsoever; (iii) its requisition for title, confiscation, restraint, detention, forfeiture or any compulsory acquisition or seizure or requisition for hire (other than a requisition for hire for a temporary period not exceeding 180 days) by or under the order of any government (whether civil, military or de facto) or public or local authority; or (iv) its hijacking, theft or disappearance, resulting in loss of possession by the owner or operator thereof for a period of 60 consecutive days or longer. A Total Loss of a Funded Asset shall be deemed to occur on the date on which such Total Loss is deemed pursuant to the relevant Asset Lease or Loan Asset to have occurred or, if such Asset Lease or Loan Asset does not so deem or the relevant Funded Asset is not subject to an Asset Lease or Loan Asset: (A) in the case of an actual total loss or destruction, the date on which such loss or destruction (or, if the date of loss or destruction is not known, the date on which the relevant Funded Asset was last heard of), or in the case of any damage beyond repair or rendering permanently unfit for use occurs, the date of such loss as determined in the reasonable opinion of the Servicer; (B) in the case of a constructive, compromised, arranged or agreed total loss, the date on which such loss is agreed or compromised by the insurers; (C) in the case of requisition for title, confiscation, restraint, detention, forfeiture, compulsory acquisition or seizure, the date on which the same takes effect; (D) in the case of a requisition for hire, the expiration of a period of 180 days from the date on which such requisition commenced (or, if earlier, the date upon which insurers make payment on the basis of a Total Loss); or (E) in the case of paragraph (iv) above, the final day of the period of 180 consecutive days referred to therein. “Transactions” means the acquisition, disposal, ownership and financing of the Assets and the execution, delivery and performance by each Borrower Group Company of the - 50 - documents and agreements in connection therewith and the transactions contemplated thereby and by the Loan Documents. “Treasury Regulations” means the U.S. Treasury regulations promulgated under the Code. “Trust Agreements” means the trust agreements specified in schedule 4 of the Security Agreement (as supplemented from time to time pursuant to any Assumption Agreement or Collateral Supplement). “Trust Owned Asset” means an Airframe or an Engine as specified in schedule 5 of the Security Agreement (as supplemented from time to time pursuant to any Assumption Agreement or Collateral Supplement) that is owned by an Owner Trustee in a trust established pursuant to a Trust Agreement in respect of such Airframe or Engine. “Turboprop Engine” means a gas turbine engine used in aircraft with at least 550 rated shaft horsepower. “U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. “U.S. Person” means any Person that is (x) a “United States person” (within the meaning of Section 7701(a)(30) of the Code) or (y) treated for U.S. federal income tax purposes as a disregarded entity that is a branch of a Person described in clause (x). “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the Benchmark Replacement Adjustment with respect thereto. “Underlying Asset” means, in relation to a Group 3 Asset, (i) the Aircraft Equipment subject to the Loan Asset Borrower Mortgage which relates to the relevant Loan Asset or (ii) the Aircraft Equipment which is subject to the relevant Asset Finance Lease. “Underlying Obligor” means (a) in relation to a Group 1 Asset or a Group 2 Asset, the relevant Asset Lessee or Asset Lessee Guarantor and (b) in relation to a Group 3 Asset, the relevant Loan Asset Borrower or Loan Asset Borrower Guarantor.

- 51 - “Unfunded Asset” means Aircraft Equipment which is owned by Borrower Group Company that has not been financed hereunder or which was an Owned Asset but has been released from the Lien of the Security Agreement; provided that (a) upon the financing or refinancing of such Unfunded Asset with the proceeds of Loans, Aircraft Equipment that is a Unfunded Asset shall cease to be an Unfunded Asset and shall be deemed to be a Funded Asset, or (b) upon the transfer of such Unfunded Asset from a Borrower Group Company to an entity that is not a Borrower Group Company, Aircraft Equipment that is a Unfunded Asset shall cease to be a Unfunded Asset. “Unrelated Person” means any Person other than (a) (1) WLFC or an Affiliate or Subsidiary of WLFC, (2) an employee stock ownership plan or other employee benefit plan covering the employees of WLFC and its Subsidiaries or (3) each of Charles F. Willis IV and Austin Willis, any member of each of their respective immediate families, and (b) each of their Affiliates, respective trusts, family limited partnerships or heirs. “Unused Commitment Fee” has the meaning assigned to such term in Section 2.09(b). “Unutilized Asset” means, as of any date of determination, (a) a Funded Asset that is a Group 1 Asset or Group 2 Asset which is (i) subject to a Portfolio Document Material Default or (ii) has been Off-Lease and not subject to an executed letter of intent to re-lease or sell such Owned Asset for a period of 45 consecutive days or more; (b) a Funded Asset that is a Group 3 Asset which is subject to a Portfolio Document Material Default; or (c) a Funded Asset, that, as of a Determination Date, has been Off-Lease or not subject to a Loan Asset for a period of 180 consecutive days, regardless of whether it is subject to a letter of intent to re-lease, refinance or sell such Funded Asset, provided that, for the purposes of this clause (c), a Funded Asset will be deemed to be Off-Lease notwithstanding it is subject to an executed Asset Lease if no Rental Payments have been due and payable pursuant to the terms of an Asset Lease for a period of 180 consecutive days. “Upfront Fee Letter” means each upfront fee letter between the Borrower and each Initial Lender, each dated May 3, 2024. “USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107 56. “Usage Fees” means rent (whether called usage fee, supplemental rent, utilization rent, maintenance reserve or any similar term) that is in addition to basic rent for the Owned Asset (regardless of how such basic rent is calculated) payable under an Asset Lease, including such additional rent that is based on hours or cycles of operation of the life-limited parts of an Owned Asset. - 52 - “Utilization Change Event” means: (a) any Owned Asset becomes an Unutilized Asset; or (b) any Owned Asset which was an Unutilized Asset ceases to be an Unutilized Asset. “Utilization Test Failure” means, as of any date of determination, at all times during the six-month period ending on such date there has been a Utilization Test Failure Event. “Utilization Test Failure Date” means the first day on which the relevant Utilization Test Failure occurred (which shall remain the Utilization Test Failure Date until no Utilization Test Failure is continuing). “Utilization Test Failure Event” means, as of any date of determination, the aggregate Value of all Unutilized Assets exceeds [*]% of the aggregate Value of all Funded Assets which are a Group 1 Asset, Group 2 Asset or Underlying Asset. “Value” means: (a) for each Owned Asset subject to an Asset Operating Lease, the Appraised Value of such Owned Asset; (b) for each Loan Asset, the aggregate principal outstanding thereunder; and (c) for each Owned Asset subject to an Asset Finance Lease, the Asset Finance Lease Value of such Asset Finance Lease. “Warranties” means, with respect to any Asset, Asset Lease or Loan Asset, any warranties relating to the Owned Asset or Underlying Asset (including related Airframe, Aircraft Engines and Parts) including those provided by any manufacturer of the foregoing. “Weighted Average Remaining Lease Term” means, as of any date of determination, the quotient of (a) the sum of each Weighted Average Remaining Lease Term Component for each Owned Asset subject to an Asset Lease divided by (b) the Appraised Value of all Owned Assets subject to an Asset Lease. “Weighted Average Remaining Lease Term Component” means, for any Owned Asset subject to an Asset Lease, the product of (a) such Owned Asset’s Appraised Value and (b) the Remaining Lease Term of the Asset Lease related to such Owned Asset expressed as a whole number, with any partial years rounded up or down (as applicable) to the nearest whole number. “Weighted Average Remaining Lease Term Event” means, as of any date of determination, the occurrence of the Weighted Average Remaining Lease Term for all Asset Leases being less than 12 months. “WLFC” means Willis Lease Finance Corporation. - 53 - “WLFC Change in Control” means (i) (a) any transaction or series of related transactions in which any Unrelated Person or two or more Unrelated Persons acting in concert acquire beneficial ownership (within the meaning of Rule 13d 3(a)(1) under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the voting power of all of the outstanding capital stock of WLFC and (b) at any time during any consecutive two- year period, individuals who at the beginning of such period constituted the Board of Directors of WLFC (together with any new or replacement directors whose elections by the shareholders of WLFC was approved by a vote of 66-2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of WLFC then in office; or (ii) WLFC consolidates with or merges into another Person or conveys, transfers or leases all or substantially all of its assets to any Person or any Person consolidates with or merges into WLFC, in either event pursuant to a transaction in which the ownership interests in WLFC are changed into or exchanged for cash, securities or other property, with the effect that any Unrelated Person acquires beneficial ownership, directly or indirectly, of more than 50% of the voting power of all the outstanding capital stock of WLFC or that the Persons who were the holders of the voting power of all the outstanding capital stock of WLFC immediately prior to the transaction hold less than 50% of the interests of the surviving entity after the transaction. In no event shall a Permitted WLFC Change in Control constitute a WLFC Change in Control. “WMES” means Willis Mitsui & Co Engine Support Limited. “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. Section 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise: (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein); - 54 - (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns; (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (d) all references herein to Articles, Sections and Schedules shall be construed to refer to Articles and Sections of, and Schedules to, this Agreement; (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights; (f) any reference to a provision of law is a reference to that provision as amended or re-enacted; and (g) any reference to a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self- regulatory or other authority or organization. Section 1.03 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect in the United States of America from time to time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Section 1.04 Terms Defined in the Cape Town Convention. The following terms shall have the respective meanings ascribed thereto in the Cape Town Convention: “Administrator”, “Aircraft Object”; “associated rights”, “Contracting State”, “Contract of Sale”, “International Interest”, “International Registry”; “power to dispose”, “Professional User Entity”, “Prospective Sale”, “Prospective International Interest”, “situated in” and “Transacting User Entity”.

- 55 - ARTICLE II THE CREDIT Section 2.01 The Commitments. (a) The Purpose. The purpose of each Loan made hereunder is, in each case during the Availability Period, (i) to refinance Assets originated or acquired prior to the Closing Date and (ii) to finance or refinance Assets originated or acquired after the Closing Date including by way of acquisition of the applicable Asset Interest. (b) The Loans. The Lenders severally agree, on the terms and conditions hereinafter set forth, to make loans to the Borrower (each, a “Loan”) on the Drawdown Date relating thereto, in an aggregate amount, as specified in a Loan Request, up to the maximum amount determined in accordance with Section 2.01(a). Only one Loan shall be made in respect of each Asset, provided that the Borrower will be able to borrow a Loan with respect to an Asset which had been subject to a Loan which had been repaid in full at least 60 days prior to the Applicable Drawdown Date of such new Loan. (c) Maximum Amounts of Loans. (i) The aggregate principal amount of a Loan requested in respect of an Asset shall not exceed the lower of: (A) the Permitted Advance Amount in respect of such Asset (provided that in case of an applicable Asset Interest, the Permitted Advance Amount shall be calculated in respect of the Owned Assets and Loan Assets which are owned by the Asset Owning Entity which the Borrower Group Company shall acquire pursuant to the acquisition of such Asset Interest); and (B) the maximum amount which may be utilized in respect of such Asset without causing an LTV Event or a Concentration Breach Event. (ii) The amount of each Loan, together with all Loans made hereunder and any other Loans to be made on the same Drawdown Date, shall not exceed the aggregate amount of the Maximum Loan Amount and, with respect to the portion of the Loans funded by any Lender, when aggregated with all Loans then outstanding that were made by such Lender (including, with respect to any Granting Lender, any such Loans made by any Conduit Lender designated by such Granting Lender pursuant to Section 2.06), exceed such Lender’s Commitment. (iii) Subject to the foregoing Section 2.01(c)(ii), the Borrower may request that the Lenders advance funds against any Assets in an amount less than the Permitted Advance Amount for such Asset. - 56 - Section 2.02 Loans and Borrowings. (a) Obligations of Lenders. Each Loan shall be made as part of a borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Applicable Percentage. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that all obligations of the Lenders hereunder are several and no Lender shall be responsible for any other Lender’s failure to make Loans or take any other action as required hereunder. (b) Funding of Loans. Without limiting Section 2.16, each Lender shall advance its participation in each Loan from its applicable Lending Office. Section 2.03 Requests for Loans. (a) Notice by the Borrower. To request a Loan, the Borrower shall notify the Administrative Agent and the Security Trustee of such request by email not later than 12:00 p.m. (New York City time) three Business Days before the Drawdown Date applicable to the date of the proposed Loan (or such shorter period agreed between the Borrower and the Administrative Agent) by way of providing a Loan Request as further detailed in Section 2.03(b) below. The Borrower shall deliver all requests to the Administrative Agent by properly transmitting such request by electronic mail in a format reasonably acceptable to the Administrative Agent to the electronic mail addresses corptrust@bankofutah.com or such other electronic mail address (or similar means of electronic delivery) as the Administrative Agent or the Security Trustee (as the case may be) may notify the Borrower. (b) Funding Package. The Borrower shall submit to the Administrative Agent a package (a “Funding Package”) prepared by the Borrower or Servicer prior to the Drawdown Date therefore, which shall consist of the following items (it being agreed by the Administrative Agent that the Borrower or Servicer may submit such items to the Administrative Agent in parts and at such time as the Administrative Agent receives the last of the required information, such information, in aggregate, shall constitute a complete Funding Package): (i) each Loan Request in respect of an Asset, which shall specify the following information and be in substantially the form attached hereto as Schedule IV: (A) whether the Asset in relation thereto is an Owned Asset or a Loan Asset and whether such Asset shall be acquired pursuant to the acquisition of an Asset Interest; (B) the amount of the requested Loan and in respect of an Owned Asset or a Loan Asset and the Initial Appraised Value of the Owned Asset or Underlying Asset; (C) the Drawdown Date of such Loan, which shall be a Business Day during the Availability Period; (D) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04; and - 57 - (E) a complete list in the Annex to such Loan Request of the relevant Owned Assets or Underlying Assets (including the manufacturer, model and manufacturer’s serial number) which comprise the relevant Assets to be acquired, financed or refinanced as of the Applicable Drawdown Date and each Asset Owning Entity that owns or will own such Owned Asset or Loan Asset as of the Applicable Drawdown Date and the details of any Stock Assets also to be acquired; (ii) a copy of the relevant Portfolio Documents; (iii) a copy of the Initial Appraisals; and (i) in the case of an Asset Lease, the amount of the Initial Maintenance Reserve Required Amount for the relevant Asset and a Maintenance Estimate specific to such Asset; (ii) in the case of any Owned Asset, if applicable, copies of the certificate of registration and the certificate of airworthiness for the Owned Asset, in each case issued by the appropriate aviation authority in the State of Registration. (c) Notice by the Administrative Agent to the Lenders. Promptly following receipt of a Loan Request in accordance with this Section (and in no event later than 5:00 p.m. (New York City time) on the same day), the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Loan to be made by each Lender. (d) Multiple Assets. If, on any Drawdown Date, the Borrower wishes to draw Loans in respect of multiple Assets, it shall not be required to deliver a separate Loan Request for each such Loan provided the Borrower complies with Section 2.03(b) in respect of each applicable Asset. Section 2.04 Funding of Borrowings. (a) Funding by Lenders. Each Designated Lender shall make each Loan (or cause the Conduit Lender it sponsors or for which it acts as a Support Party, if any, to make each Loan) to be made by it hereunder to the Borrower on the proposed date thereof by wire transfer of immediately available funds by 10:00 a.m. (New York City time) on the Drawdown Date, to the Funding Account to be held by the Security Trustee pending satisfaction (or waiver in accordance with the terms of this Agreement) of each of the conditions to such Drawdown Date specified in Section 3.02. The Security Trustee shall make such Loans available to the Borrower by crediting the amounts so received, in like funds in accordance with the applicable Loan Request by 11:00 a.m. (New York City time) subject to satisfaction (or waiver in accordance with the terms of this Agreement) of each of the conditions to such Drawdown Date specified in Section 3.02 and the other terms of this Agreement. (b) Delayed Funding. If, for any reason, the applicable Asset to be financed hereunder on the date specified in the relevant Loan Request (the “Scheduled Drawdown Date”) shall not be so financed on or prior to seven Business Days (or such longer period as agreed by the Borrower and the Administrative Agent) after the Scheduled Drawdown Date (the “Cutoff Date”), the funds held in the Funding Account (the “Prepositioned Funds”), and earnings - 58 - thereon, shall be invested and reinvested by the Security Trustee at the sole direction, for the account, and at the risk of the Borrower in an overnight investment selected by the Borrower and acceptable to the Security Trustee. If the actual Drawdown Date for the applicable Asset is a date falling after the Scheduled Drawdown Date, the Borrower shall pay interest at the Interest Rate to each Lender on the amount of its Prepositioned Funds for the period from and including such Scheduled Drawdown Date to but excluding the earlier of (A) the actual Drawdown Date for such Asset or (B) the Cutoff Date. Interest on the Prepositioned Funds accrued pursuant to the preceding sentence shall be paid on the next succeeding Payment Date. If, for any reason, the Asset to be financed hereunder shall not be so financed on or prior to the Cutoff Date, the Security Trustee shall return each Lender’s portion of the Prepositioned Funds to such Lender. Section 2.05 Termination and Reduction of the Commitments. (a) The Commitment of each Lender shall be automatically reduced to zero on the Commitment Termination Date. (b) In addition, the Borrower shall have the right, upon at least five Business Days’ written notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions of the Commitments of the Lenders; provided that, any partial reduction of the Commitments shall be in an aggregate original principal amount of at least $5,000,000 and in $1,000,000 multiples thereafter (or such lesser amount as shall equal the remaining Commitments), and the amount thereof shall be specified in such written notice. Once terminated or reduced, the Commitments may not be reinstated. Section 2.06 Conduit Lenders. Notwithstanding anything to the contrary contained herein, any Designated Lender (a “Granting Lender”) may grant to its Eligible Conduit Lender, identified in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to Section 2.01; provided that (i) no Conduit Lender shall be committed to make any Loan or have any obligation to pay any amount in excess of amounts available to such Conduit Lender after paying or making provision for the payment of its commercial paper and related amounts and nothing herein shall constitute a commitment to make a Loan or pay any other obligation by any Conduit Lender, and (ii) if a Conduit Lender elects not to exercise such option or otherwise fails to provide all or any part of such Advance or any other obligation, the Granting Lender shall be obligated to make such Advance or pay such other obligation pursuant to the terms hereof on the date such Advance is to be made or other obligations paid, without notice or demand from such Borrower. For the avoidance of doubt, no action or inaction by any Conduit Lender will excuse any of the obligations of any Designated Lender as provided herein, including, but not limited to, the obligations to make timely Advances, as provided in Section 2.02 and Section 2.04. The making of a Loan by a Conduit Lender hereunder shall utilize the Commitment of the related Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. No Conduit Lender shall have an Allocation hereunder. Each Granting Lender listed in Schedule I under the heading “Granting Lender” hereby designates each entity so identified in such Schedule as its Conduit Lenders, each of which is, as of the date hereof, an Eligible Conduit Lender with respect to such Granting Lender. For the avoidance of doubt, no Conduit Lender shall be obligated to make any Advance hereunder.

- 59 - Section 2.07 Repayment of Loans; Evidence of Debt. (a) Repayment. On each Payment Date while the Loan for a particular Asset is outstanding, the Borrower hereby unconditionally promises to pay to the Security Trustee for account of the Lenders principal outstanding with respect to each Loan in an amount for each Payment Date equal to the applicable Amortization Amount with respect to such Loan. (b) Repayments from Surplus Amount; Cash Sweep. In addition to the requirements to repay the Loans in Section 2.07(a), the Borrower shall also be required to repay the Loans in an aggregate amount equal to the Scheduled Cash Sweep Amount on each Payment Date which occurs during the Term Period. The amounts calculated to be applied to the repayment of principal pursuant to this Section 2.07 shall be applied pro rata to all Loans outstanding on such Payment Date. (c) Final Repayment Date. The Borrower shall pay the entire principal amount of each Loan outstanding to the Borrower, together with all accrued unpaid interest thereon and all other amounts due, owing and payable under the Loan Documents, on the Final Repayment Date. (d) Maintenance of Records by Lenders. Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (e) Maintenance of Records by the Security Trustee. The Security Trustee shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to each Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (f) Effect of Entries. The entries made in the records maintained pursuant to paragraph (d) or (e) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Security Trustee to maintain such records or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. (g) Promissory Notes. Any Lender may request that Loans made by it be evidenced by a promissory note, each of which shall be a registered note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Schedule VI. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 12.04) be represented by one or more registered promissory notes in such form payable to the payee named therein and its registered assigns. Each Conduit Lender who shall so request shall be issued a Note in the amount of the Loans of such Conduit Lender and the Note of the Granting Lender shall be reduced by such amount. - 60 - (h) Re-borrowing. During the Availability Period, the Borrower may re- borrow amounts repaid. After the end of the Availability Period, Loans incurred hereunder may not be re-borrowed once repaid. Section 2.08 Prepayment of Loans. (a) Optional Prepayments. The Borrower shall have the right on any date to prepay the Loans in whole or in part (pro rata among the Loans) together with all accrued and unpaid interest, any associated Break Funding Payments and any associated Hedging Payments (Unscheduled), subject to the requirements of Sections 2.06(c) and 2.06(d); provided that the Borrower may prepay the Loans allocable to a single Asset or related Asset Interest upon payment of an amount equal to the Mandatory Prepayment Amount with respect thereto as if a Disposition had occurred; provided further that any such prepayment shall not result in any Early Amortization Event or Concentration Breach Event (or if an Early Amortization Event or Concentration Breach Event already exists, shall not cause the relevant threshold to be further exceeded). The Borrower shall have the right on any date (subject to three Business Days’ written notice to the Administrative Agent) to prepay the Loans to the Borrower in whole or in part, provided that any partial prepayment of the Loans shall be (i) in an aggregate original principal amount of at least $5,000,000 and (ii) in $1,000,000 multiples thereafter (or such lesser amount as shall equal the entire outstanding principal amount of such Loans, or such other amount as may be necessary to refinance the allocable amount of such Loans relating to any Assets to be included in a Portfolio Transaction), and the amount thereof shall be specified in such written notice. (b) Early Amortization Prepayment. In the event that an Early Amortization Event has occurred and to the extent the Borrower has not otherwise elected, if they are entitled to so elect, to remedy such Early Amortization Event by providing Additional Collateral in accordance with Section 7.05, the Borrower may prepay the outstanding principal amount of each Loan (pro rata among the Loans and in inverse order of maturity) made to it which is necessary to prepay in order to remedy such Early Amortization Event. The Borrower shall be entitled to make such prepayment on a Payment Date or on any other date with five Business Days’ notice from the Borrower to the Administrative Agent of the amount which the Borrower shall prepay. (c) Right of Repayment in Relation to a Single Lender. If any sum payable to any Lender by the Borrower is required to be increased or any Lender claims indemnification from the Borrower under Section 2.12, Section 2.14 or Section 2.18, without prejudice to Section 2.16 and Section 2.17, the Borrower may, whilst the circumstance giving rise to the relevant requirement or indemnification continues, give the Administrative Agent at least three Business Days’ notice (or such shorter period as such Lender, acting reasonably, may agree) (which notice shall be irrevocable once given) of the Borrower’s intention to procure the repayment of that Lender’s participation in the Loans. On the date for prepayment specified in the Borrower’s notice under this Section 2.08(c), the Borrower shall repay or procure the repayment of that Lender’s participation in the Loans. - 61 - (d) Mandatory Prepayments. (i) Total Loss. Upon receipt of the Net Available Proceeds relating to a Total Loss of a Funded Asset, and in any event within 365 days of the occurrence of such Total Loss, or if longer, the period set forth in the applicable Portfolio Document, the Borrower shall prepay an amount equal to the Mandatory Prepayment Amount on the date as determined pursuant to section 8.01(c)(i) of the Security Agreement. (ii) Disposition. Upon the Disposition of an Asset, the Borrower shall prepay an amount equal to the Mandatory Prepayment Amount on the date as determined pursuant to section 8.01(c)(i) of the Security Agreement. (iii) LTV Trigger Event. If an LTV Trigger Event has occurred, the Borrower shall, no later than three months following the date on which such LTV Trigger Event occurred, prepay the outstanding principal amount of the Loans made to it which is necessary to prepay in order to remedy such LTV Trigger Event. The Borrower shall make such prepayment on a Payment Date or on any other date with three Business Days’ notice from the Borrower to the Administrative Agent of the amount which the Borrower shall prepay. (iv) DSCR. If a DSCR Trigger Event has occurred, the Borrower shall, no later than six months following the date on which such DSCR Trigger Event occurred, prepay the outstanding principal amount of the Loans made to it which is necessary to prepay in order to remedy such DSCR Trigger Event. The Borrower shall make such prepayment on a Payment Date or on any other date with three Business Days’ notice from the Borrower to the Administrative Agent of the amount which the Borrower shall prepay. (v) WLFC Change in Control. Upon the occurrence of a WLFC Change in Control, unless the obligations in this clause (v) are waived by Lenders constituting the Required Lenders, the Commitments shall be terminated, and the Borrower shall be obligated to repay all outstanding Obligations under the Loan Documents in full, together with any Break Funding Payments as set forth in Section 2.13 within ten Business Days after the occurrence of the WLFC Change in Control. (vi) Prepayment of an Asset. Without duplication of Section 2.08(a), after the prepayment in whole or in part of a Loan Asset by the Loan Asset Borrower thereunder or a prepayment in whole or in part of the Principal Component by an Asset Lessee under an Asset Finance Lease or similar instrument in advance of the date on which such are due and payable pursuant to the Asset Lease related thereto, upon the aggregate amount of such prepayments during an Interest Period becoming equal to or greater than $5,000,000 (the “Prepayment Threshold”) the Borrower may prepay the Loan or Loans related thereto in an amount equal to such prepayments but not exceeding the outstanding principal amount of the Loan or Loans in respect of such Loan Asset with accrued interest thereon to the extent required by Section 2.10, on a Payment Date or on any other date with three Business Days’ notice from the Borrower to the Administrative Agent of the amount which the Borrower shall prepay. If, during any Interest Period, any such prepayment is made in accordance with this Section 2.08(e), to the extent that further prepayments by Asset Lessees, Loan Asset Borrowers equal or exceed the Prepayment Threshold (not counting amounts previously prepaid in accordance with this - 62 - Section 2.08(e)(v)), the Borrower shall be entitled to make further prepayments of the Loans in accordance with this Section. To the extent that, during any Interest Period, Asset Lessees or Loan Asset Borrowers have made such prepayments, but no prepayments of the Loans are made in accordance with this Section, such prepayments shall be applied to the relevant Loans on the Payment Date at the end of such Interest Period in accordance with the terms the Security Agreement. (e) Notices, Etc. Each such notice of prepayment which is required and served pursuant to this Section 2.08 shall be irrevocable and shall specify the prepayment date, the principal amount of each Loan or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice relating to a Loan (and in no event later than 5:00 p.m. (New York City time) on the same day), the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments under this Section 2.08 shall be made with no requirement for any fee penalties or premium but shall be accompanied with any Hedging Breakage Loss and any Break Funding Payment and shall be made in the manner specified in Section 2.08(b) and shall be subject to the payment priorities set forth in section 8 of the Security Agreement. (f) Application of Principal. Any partial prepayment of the Loan under Section 2.08(a) or Section 2.08(b) will reduce the outstanding principal balance of the Loan in the inverse order of maturity (including any balloon amount) and second, after the amounts that would be due and owing on the Final Repayment Date are reduced to zero, reducing the Amortization Amount due on the then-latest Payment Date. Any principal amounts prepaid pursuant to Section 2.08(e) shall be applied, first, to the Loan for the relevant affected Asset (as notified by the Servicer or Borrower to the Administrative Agent) and, second, in the case of any excess such as the excess prepayment required in the case of certain Dispositions, pro rata to the Loans for each other Asset. Section 2.09 Fees. (a) Security Trustee Fees. The Borrower agrees to pay to the Security Trustee, for its own account in its role as Security Trustee, fees and expenses payable in the amounts and at the times separately agreed upon between the Borrower and the Security Trustee. (b) Unused Commitment Fee. Whether or not any Loans are made, the Borrower agrees to pay to the Security Trustee for the account of each Lender an unused commitment fee (the “Unused Commitment Fee”), which shall accrue at an amount equal to the unutilized and available portion of the Commitments multiplied by: (i) [*]% per annum, if the utilized and unavailable portion of the Commitments is less than [*]% of the Maximum Loan Amount; or (ii) [*]% per annum, if the utilized and unavailable portion of the Commitments is equal to or greater than [*]% of the Maximum Loan Amount, in each case on a daily basis for each day on the unutilized portion of the Commitment of each Lender which has not otherwise been cancelled during the period from and including the Closing Date to but excluding the last day of the Availability Period applicable to the respective

- 63 - Commitments. Accrued Unused Commitment Fees shall be computed on the basis of a year of 360 days and actual days elapsed and shall be payable in arrears on each Payment Date. (c) Payment of Fees. All fees payable hereunder shall be paid on the dates due to the Security Trustee. Fees paid shall not be refundable under any circumstances. Section 2.10 Interest. (a) Interest. The Borrower unconditionally agrees to pay interest on each Loan made to it at a rate per annum (the “Interest Rate”) equal to (i) Term SOFR, or, if applicable, the Benchmark Replacement, for the applicable Interest Period plus the Applicable Margin or (ii) to the extent required by Section 2.11, Section 2.18 or Section 2.19, the Base Rate for the applicable Interest Period plus the Applicable Margin. (b) Default Interest. Upon the occurrence and during the continuance of an Event of Default, the Borrower agrees to pay interest on each amount that is due from the Borrower, and unpaid, at the Default Rate, or, in the case of the principal of any Loan that is due and unpaid, at the Default Rate minus the Interest Rate. (c) Payment of Interest. Accrued interest on each Loan shall be payable by the Borrower in arrears on each Payment Date for such Loan; provided that in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. (d) Interest Computation. All interest hereunder shall be computed on the basis of a year of 360 days (or in the case of interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate, such interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Base Rate or Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. (e) Interest Periods. The “Interest Period” for each Loan shall be as follows: (i) The first Interest Period for each Loan shall commence on the Drawdown Date in respect thereof and shall end on the first Payment Date to occur thereafter. Thenceforth each subsequent Interest Period in respect of such Loan shall be the one-month period which begins on the last day of the preceding Interest Period and which (except for the final Interest Period) ends on the subsequent Payment Date. (ii) The final Interest Period in relation to each Loan shall end on the earlier of Final Repayment Date (as applicable) or the date of any prepayment in full of such Loan. (iii) In respect of each Interest Period, interest shall be calculated from (and including) the first day of such Interest Period to (but excluding) the last day thereof. - 64 - Section 2.11 Illegality. (a) Illegality of Loans. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender to honor its obligation to make or maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then such Lender shall promptly notify the Borrower thereof (with a copy to the Administrative Agent) (an “Illegality Notice”). If the Borrower so requires, such Lender, the Administrative Agent and the Borrower shall, for a period of up to 60 days (or such longer period as the parties may agree) after the date on which the Borrower received such Illegality Notice, negotiate in good faith with a view to concluding arrangements whereby such Lender’s obligation to make or continue its Loans shall be able to be maintained. Each such Lender shall consider, at the Borrower’s request, transferring its rights and obligations hereunder to another of its offices or branches or to an affiliate or other actions which would avoid or not cause such circumstances to arise and shall otherwise take such reasonable steps as may be open to it to avoid such illegality; provided that such Lender shall be under no obligation to take any such action if, to do so in such Lender’s opinion, might involve it (or any of its Affiliates) in any unlawful activity, or might result in it (or any of its Affiliates) suffering any loss, cost, liability expense or disadvantage in respect of Taxes which has not been indemnified by the Borrower or other Borrower Group Company to the reasonable satisfaction of such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment requested by the Borrower. In any such case, such Lender’s obligation to make or continue such Loans shall be suspended until such time as such Lender may again make and maintain Loans (in which case the provisions of paragraph (b) of this Section 2.11 shall be applicable). (b) Treatment of Affected Loans. Upon receipt of an Illegality Notice, Borrower shall, if necessary to avoid such illegality and if the obligation of any Lender to make Loans or to continue Loans shall be suspended pursuant to this Section 2.11, upon demand from any Lender (with a copy to Administrative Agent), prepay or, if applicable, convert such Lender’s outstanding Loans into Loans bearing interest at the Base Rate plus the Applicable Margin on the last day(s) of the then current Interest Period(s) for such Loans or on such earlier date as may be required by Applicable Law as such Lender may specify to the Borrower with a copy to the Administrative Agent and, unless and until such Lender gives notice as provided in paragraph (c) of this Section that the circumstances that gave rise to such conversion no longer exist: (i) to the extent that such Lender’s Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Loans shall be applied instead to its Loans bearing interest at the Base Rate; and (ii) all Loans that would otherwise be made or continued by such Lender as Loans shall be made or continued instead as Loans bearing interest at the Base Rate plus the Applicable Margin. (c) End of Illegality. If any Lender whose obligation to make or maintain Loans has been suspended pursuant to this Section 2.11 gives notice to the Borrower with a copy - 65 - to the Administrative Agent that the circumstances that gave rise to such suspension no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Loans made by other Lenders are outstanding, such Lender’s Loans bearing interest at the Base Rate shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Loans, to the extent necessary so that, after giving effect thereto, all such Loans will bear interest at Term SOFR plus the Applicable Margin. Section 2.12 Increased Costs. (a) Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender; (ii) subject the Security Trustee, the Administrative Agent or any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender any other condition other than Taxes affecting this Agreement or Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder with respect to the Loans (whether of principal, interest or otherwise), then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered, in each case; provided that such additional costs have not been compensated for pursuant to any other provision of this Agreement and provided further that the Borrower shall not be required to make payments to such Lender under this Section 2.12 to the extent the claim arises from such Lender’s willful breach of Applicable Law. (b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. - 66 - (c) Certificates from Lenders. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error; provided that such determinations and allocations are made on a reasonable and good faith basis. The Borrower shall pay such Lender the amount shown as due on any such certificate on the later of 10 Business Days after receipt thereof and the next succeeding Payment Date. (d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor. In allocating any amounts due under this Section 2.12, each Lender agrees that it shall not allocate any such amounts to the transactions contemplated by the Loan Documents and/or the assets and/or liabilities constituted or evidenced thereby for which it may seek compensation pursuant to this Section 2.12 in a manner which discriminates against the Borrower when compared to other similar obligors, transactions and assets and/or liabilities of the Lender and shall make such allocation in no less favorable a manner than the manner of allocation utilized in respect of such other similar obligors, transactions and assets and/or liabilities. Section 2.13 Break Funding Payments. In the event of: (a) the payment of any principal of any Loan other than on the last day of an Interest Period therefor (including as a result of an Event of Default); (b) the failure to borrow, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto; or (c) the assignment of any Loan as a result of a request by the Borrower pursuant to Section 2.17 or 12.02(c) other than on the last day of an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (other than loss of profit or margin) attributable to such event (such compensation, a “Break Funding Payment”). A certificate of any Lender setting forth in reasonable detail the calculation of any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate on the relevant prepayment date or date of assignment of the applicable Loan or in the case of paragraph (b), within three Business Days of written demand. Section 2.14 Taxes. (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or a Borrower Group Company hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes;

- 67 - provided that if the Borrower, any Borrower Group Company, or the Security Trustee shall be required by Applicable Law to deduct any Indemnified Taxes from such payments, then: (i) the Borrower or such Borrower Group Company or the Security Trustee, as the case may be, shall make such deductions; (ii) the sum payable by the Borrower or such Borrower Group Company shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Security Trustee or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; (iii) the Borrower or such Borrower Group Company, as the case may be, shall pay or cause to be paid the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law. (b) Payment of Other Taxes by the Borrower. In addition, the Borrower or any Borrower Group Company, as the case may be, shall pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. (c) Indemnification by the Borrower. The Borrower and Borrower Group Companies as the case may be, shall indemnify the Security Trustee and each Lender, within 20 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) actually paid by the Security Trustee or such Lender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower or Borrower Group Companies, as the case may be, by a Lender, or by the Security Trustee on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Excluded Taxes by the Borrower or Borrower Group Company, as the case may be, to a Governmental Authority, the Borrower or the Borrower Group Company shall if requested by the Security Trustee deliver to the Security Trustee the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the portion of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Security Trustee. (e) Status of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding tax under applicable law (including an applicable treaty) with respect to payments made hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Security Trustee), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. Further, any Lender, if requested by the Borrower or the Security Trustee, shall deliver such other documentation prescribed by applicable law, including any - 68 - substitute, successor or additional forms, or reasonably requested by the Borrower or the Security Trustee as will enable the Borrower or the Security Trustee to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this paragraph, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.14(e)(i) and (ii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender shall promptly notify the Borrower and the Security Trustee of any change in circumstances that would modify or render invalid any previously claimed exemption or redemption. Without limiting the generality of the foregoing: (i) Each Lender that is a U.S. Person shall deliver to the Borrower and the Security Trustee on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Security Trustee), copies of executed IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and (ii) Each Lender that is a Non-U.S. Person shall, to the extent it is legally able to do so, at the time such Lender becomes a party to this Agreement (and from time to time thereafter as reasonably requested in writing by the Borrower), execute and deliver to the Borrower (with a copy to the Security Trustee) whichever of the following is applicable: (A) in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party: (1) with respect to payments of interest under any Loan Document, copies of executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty; and (2) with respect to any other applicable payments under any Loan Document, copies of executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) copies of executed IRS Form W-8ECI; (C) in the case of a Lender which is a Non-U.S. Person claiming the benefits of the portfolio interest exemption under Section 881(c) of the Code: (1) a statement of such Lender signed under penalty of perjury that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”); and - 69 - (2) copies of executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or (D) to the extent a Lender that is a Non-U.S. Person is not the beneficial owner, copies of executed IRS Form W-8IMY, accompanied by copies of executed IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-9, a U.S. Tax Compliance Certificate, and/or other certification documents from each beneficial owner, as applicable; provided that if such Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner. (f) Treatment of Certain Tax Refunds. If the Security Trustee or a Lender believes in its sole discretion exercised in good faith that it has actually received a Tax (including Other Tax) refund (including an offset against tax due in lieu of payment of a refund) resulting from any amount or additional amount paid by the Borrower or a Borrower Group Company under this Section 2.14, it shall pay to the Borrower or such Borrower Group Company all or part of that benefit (but only to the extent of amounts paid under this Section 2.14 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Security Trustee or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The Borrower or such Borrower Group Company, upon the request of the Security Trustee or such Lender, shall repay to the Security Trustee or such Lender the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that the Security Trustee or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Security Trustee or a Lender be required to pay any amount to the Borrower or a Borrower Group Company pursuant to this paragraph (f) the payment of which would leave the Security Trustee or the Lender (after that payment) in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and no amount or additional amount had been required to be paid. This paragraph shall not be construed to require the Security Trustee or any Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. (g) Claim Notice. If a claim is made against the Security Trustee or a Lender, as the case may be, for any Indemnified Taxes (a “Claim”), the Security Trustee or such Lender shall, as promptly as practicable after receipt of a written notification of such Claim, give the Borrower written notification of such Claim; provided that the failure to give such notice on a timely basis shall not preclude a Claim for indemnification hereunder. (h) FATCA. (i) Each Lender shall deliver to the Borrower and the Security Trustee at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Security Trustee such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Security Trustee as may be necessary for the - 70 - Borrower and the Security Trustee to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (ii) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Security Trustee in writing of its legal inability to do so. (i) Indemnification by Lenders. Each Lender shall severally indemnify the Security Trustee, within 30 days after demand therefor, for: (i) any Indemnified Taxes attributable to such Lender; (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.04 relating to the maintenance of a Participant Register; and (iii) the full amount of any Excluded Taxes attributable to such Lender or any Participant of such Lender (or, in the case of a Lender that is treated as a partnership for U.S. federal income tax purposes, any direct or indirect beneficial owner of such Lender) that are payable or paid by the Security Trustee, and reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Security Trustee shall be prima facie evidence thereof absent manifest error. Section 2.15 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Payments by the Borrower Group Companies. Each Borrower Group Company shall make each payment required to be made by it hereunder (whether of principal, interest, fees, or other amount, or under Section 2.12, 2.13, 2.14 or 2.18 or otherwise) or under any other Loan Document (except to the extent otherwise provided therein) to the Collections Account, for application in accordance with section 8 of the Security Agreement prior to 1 p.m. (New York City time) on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension; provided that, in the case of principal of and interest payable hereunder on a Payment Date, if by virtue of such extension such payment would fall in the next succeeding month, such sum shall be payable on the next

- 71 - preceding Business Day. All payments hereunder or under any other Loan Document (except to the extent otherwise provided therein) shall be made in Dollars. (b) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Loan shall be made from the Lenders pro rata according to the amounts of their respective Commitments; (ii) each Loan shall be allocated pro rata among the Lenders according to their respective Applicable Percentage; (iii) each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each payment of interest on Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders. (c) Sharing of Payments by Lenders. If any Secured Party shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on account of the Loans resulting in such Secured Party receiving payment of a greater proportion of the aggregate amount of such Loans and accrued interest thereon then due than the proportion received by any other Secured Party, then the Secured Party receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and Commitments of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to: (A) an assignment or participation made pursuant to Section 12.02(c) or 2.17; or (B) any other payment made pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to WLFC or any Affiliate thereof (as to which the provisions of this paragraph shall apply unless such assignment or participation is made pursuant to Section 12.04(b)(iii) or 2.17). Each Borrower Group Company consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower Group Company rights of set-off - 72 - and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower Group Company in the amount of such participation. (d) Presumptions of Payment. Unless the Security Trustee shall have received notice from the Borrower prior to the date on which any payment is due to the Security Trustee for account of the Lenders hereunder that the Borrower will not make such payment, the Security Trustee may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Security Trustee forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Security Trustee, at the Federal Funds Rate. (e) Certain Deductions by the Security Trustee. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.15(d), then the Security Trustee may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Security Trustee for account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. Section 2.16 Mitigation Obligations; Designation of a Different Lending Office. If: (a) any Lender requests compensation under Section 2.12; or (b) the Borrower is required to pay any indemnification or additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.14; then such Lender shall, as soon as reasonably practicable upon its Lending Office becoming aware of the same, notify the Borrower thereof. If the Borrower so requires, such Lender and the Security Trustee shall negotiate in good faith with a view to concluding arrangements whereby payments can be made hereunder or obligations maintained and performed in such manner, place, currency and other circumstances as shall not give rise to such increased payment or claim for such, as the case may be, and so as to achieve substantially the same result as would have been achieved had such claim or increased payment, as the case may be, not occurred and, in connection therewith, such Lender shall consider (without prejudice to the right of the Lenders to structure their affairs as they see fit), at the Borrower’s request, transferring its rights and obligations hereunder to another of its offices or branches or to an affiliate or other actions which would avoid or not cause such circumstances to arise and shall otherwise take such reasonable steps as may be open to it to mitigate the effects of such circumstances; provided that such Lender shall be under no obligation to take any such action if to do so in such Lender’s opinion might involve it (or any of its Affiliates) in any unlawful activity, or would or would be likely to result in it (or any of its Affiliates) suffering any loss, cost, liability, expense or disadvantage in respect of Taxes in respect of which it has not been indemnified by the Borrower or any Borrower Group Company to the reasonable satisfaction of such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment requested by the Borrower. - 73 - Section 2.17 Replacement of Lenders. If: (a) it becomes illegal for any Lender to make its Loans under Section 2.11; (b) any Lender requests compensation under Section 2.12; or (c) the Borrower is required to pay any indemnification or additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.14, and such circumstances do not apply to all of the Lenders, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, cause such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all its interests, rights and obligations under this Agreement, together with all Loans held by any related Conduit Lender, to an assignee that shall assume such obligations (which assignee may be WLFC or an Affiliate thereof or another Lender, if such Lender accepts such assignment or any other bank or financial institution reasonably acceptable to the Administrative Agent acting at the direction of the Required Lenders); provided that: (i) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder or under any other Loan Document (including any Break Funding Payments if the assignment occurs other than on a Payment Date), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments; and (iii) such Lender shall be under no obligation to accept such if such might, in such Lender’s opinion, involve it or any of its Affiliates in any unlawful activity, or would or would likely result in it or any of its Affiliates suffering any loss, cost, liability, expense or disadvantage in respect of Taxes in respect of which it has not been indemnified by the Borrower or any Borrower Group Company to the reasonable satisfaction of such Lender. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Section 2.18 Market Disruption. Subject to Section 2.19, in the event that the Administrative Agent shall have determined in its reasonable discretion (which determination shall be final and conclusive and binding upon the Borrower and the Lenders absent manifest error), on or prior to any interest rate determination date, that adequate and fair means do not exist for ascertaining the Interest Rate applicable to a Loan on the basis provided for in the definition of Term SOFR, or, if Lenders holding at least 66.7% of the aggregate principal amount of the Loans notify the Administrative Agent that the cost to each such notifying Lender of maintaining the Loans exceeds the applicable Term SOFR ascertained as set forth in the - 74 - definition of Term SOFR (or, if applicable, the applicable Benchmark Replacement) the Administrative Agent shall on such date give notice (by email, facsimile or telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon the Interest Rate applicable to any Loan for any subsequent Interest Period shall be equal to the Base Rate plus the Applicable Margin until the Administrative Agent has revoked such notice. Upon receipt of such notice, the Borrowers may revoke any pending Loan Request. Section 2.19 Benchmark Replacement Setting. (a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (c) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not

- 75 - or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (d) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any request for an Loan and, if the Borrower does not revoke any such request within three Business Days of receipt of such notice, the Borrower will be deemed to have converted (A) any such request into a request for a Loan bearing interest at the Base Rate plus the Applicable Margin and (B) any outstanding affected Loan will be deemed to have been converted into a Loan bearing interest at the Base Rate plus the Applicable Margin on the last day(s) of the then current Interest Period(s) for such Loans. ARTICLE III CONDITIONS Section 3.01 Effective Date. (a) Documentary Conditions. The Loan Documents shall become effective on the date on which the Administrative Agent shall have received (or have received evidence of) each of the following, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent acting in consultation with the Required Lenders: (i) Organizational Documents. Certified copies of the limited liability company agreement (or equivalent documents), formation certificate (or equivalent document) and good standing certificates (if applicable) of the Borrower and WLFC, and of all organizational authority (including, without limitation, board of director or manager resolutions and evidence of the incumbency, including specimen signatures, of officers) of the Borrower and WLFC with respect to the execution, delivery and performance of the Loan Documents by the Borrower and WLFC on the Effective Date. (ii) Executed Counterparts. (A) From each party hereto, a counterpart of this Agreement signed on behalf of such party (which may include email transmission of a signed signature page to this Agreement); and (B) Each of the Security Agreement, the Upfront Fee Letters, the Structuring Fee Letters, the Borrower Pledge and the Servicing Agreement shall have been duly executed and delivered by each party thereto (excluding any Finance Party to the extent party thereto). (iii) Opinions of Counsel to the Borrower Group Companies. Written opinions (addressed to the Secured Parties and dated the Effective Date), in each case in customary form and which may contain customary qualifications and exceptions, of Milbank LLP, as special New York law counsel to the Borrower, Morris James LLP, as Delaware counsel - 76 - to the Borrower and WLFC, and Parr Brown Gee & Loveless, as special Utah law counsel to the Security Trustee and Administrative Agent (provided that such Utah law opinion may be provided up to three Business Days after the Effective Date). (iv) “Know Your Customer” Requirements. Each of the Administrative Agent and the other Finance Parties shall have received all documentation and other information regarding the Servicer and the Borrower as has been reasonably requested in writing by the Administrative Agent and/or such other Finance Party at least ten Business Days prior to the Effective Date. (b) Factual Conditions. In addition to the conditions in Section 3.01(a), the Loan Documents shall only become effective provided each of the following facts and circumstances are correct: (i) Establishment of the Accounts. Each of the Collections Account, the Security Deposit Reserve Account, the Maintenance Reserve Account, the Liquidity Account, the Expense Account and the Cash Trap Account shall have been opened and established with the Security Trustee. (ii) Accuracy of Representations and Warranties. The representations and warranties of the Borrower set forth in Article IV shall be true and correct in all material respects as of the Effective Date, and an authorized officer of the Borrower shall have certified such subject to the Actual Knowledge of such authorized officer. (iii) No Event of Default. No Event of Default shall have occurred and be continuing. (c) Fees and Expenses. All fees, costs and expenses which are expressed to be due and payable by the Borrower to any Finance Party pursuant to the Loan Documents as of the Closing Date have been paid in full (to the extent that statements for such fees and expenses have been delivered to the Borrower reasonably prior to the Closing Date). (d) Tax Forms. The Borrower shall have provided the Security Trustee with a duly completed copy of a properly executed IRS Form W-9. (e) Administrative Agent Confirmation. The Administrative Agent shall confirm in writing (which may be by email) to the Borrower and the Lenders upon the occurrence of the Effective Date having occurred pursuant to this Section 3.01. Section 3.02 Conditions to each Drawdown Date. The obligations of the Lenders to make any Loan hereunder on any Drawdown Date (including any Loans to be made on the Closing Date) is subject to the satisfaction of the following conditions with respect to the Assets and Borrower Group Companies relating to such Loans as of such Drawdown Date and, where applicable, such shall be in form and substance customary for similar transactions as the type constituted by this Agreement or reasonably satisfactory to the Administrative Agent acting in - 77 - consultation with the Required Lenders (and in each case, other than conditions to be met pursuant to Section 3.03): (a) Funding Package; Loan Request. The Borrower shall have timely delivered to the Administrative Agent and the Security Trustee the Funding Package, including a Loan Request which contains the information required to be specified therein, in each case in accordance with Section 2.03. (b) Organizational Documents. Unless previously provided, certified copies of the charter and by laws (or equivalent documents), formation documents and good standing certificates (if applicable) of the Borrower and the applicable Borrower Group Companies, in each case to the extent executing any documents dated such Drawdown Date, and of all corporate authority (including, without limitation, board of director resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution, delivery and performance of the Loan Documents and each other document to be delivered by such Borrower Group Companies on such Drawdown Date and, if previously provided, a bring-down certificate with respect to such matters previously confirmed. (c) Insurance Certificates. Insurance documentation with respect to the relevant Asset, showing insurance in compliance with Section 6.03(b). (d) Acquisition of Assets. (i) If the Loan is in respect of an Asset Lease or a Loan Asset, copies of applicable bills of sale or assignment agreements or (if applicable) originals of share, beneficial interest, limited liability company interest or membership interest certificates in respect of the acquisition of the Owned Asset or Loan Asset to which such Loan relates and the ownership of the relevant Borrower Group Companies which are to be acquired as a Stock Asset together with such stock power, transfer power or endorsement as the Administrative Agent may reasonably request. (ii) If the Loan is in respect of an Asset Lease or a Loan Asset, copies of legal opinions from counsel to the relevant Obligor that is the lessee or borrower thereunder that were delivered to the Borrower Group Company in connection with the commencement of the relevant lease or loan, to the extent any such opinion was delivered and is in the possession of the Servicer, and is permitted by the terms thereof to be shown to the Secured Parties. (e) Release of Security Interests. Any security interests (other than Permitted Encumbrances) over the Asset and each related Asset Owning Entity and any other Person who shall become a Borrower Group Company on the Drawdown Date shall have been released, and each such Asset and each such Person shall be free and clear of all Liens other than Permitted Encumbrances, subject only to the discharge of any filings or registrations made in respect of any such Lien, and (if appliable) the Administrative Agent shall have received customary evidence or confirmations reasonably satisfactory to it that all such filings and - 78 - registrations will be discharged promptly (having due regard to customary time periods therefor) following the Drawdown Date and the Borrower shall procure that such discharges are effected. (f) Executed Counterparts. Each Assumption Agreement in respect of each Grantor acceding to the Security Agreement, each Collateral Supplement in relation to the applicable Collateral and the accession agreement to the Servicing Agreement and each other document required to be entered into in accordance with the Security Agreement in connection with such Collateral including, without limitation and to the extent applicable, each UCC filing statement, FAA Lease Assignment and Mortgage, Local Law Account Charge and Borrower Group Pledge, shall have been duly executed (if applicable) and delivered by each of the Borrower Group Companies party thereto. (g) “Know Your Customer” Requirements. Any update to the “know your customer” requirements, including regarding the Asset Lessee or Loan Asset Borrower (other than an Owner Trustee), as has been reasonably requested in writing by the Administrative Agent and/or another Finance Party at least five Business Days prior to the Drawdown Date (or such more recent date on which the Finance Party receives notice of the Drawdown Date) have been satisfied. (h) Opinions of Counsel to the Borrower Group Companies. Written opinions (addressed to the Secured Parties and dated as of the Drawdown Date), in each case in customary form and which may contain customary qualifications and exceptions, of: (i) counsel for the Borrower Group Companies in each jurisdiction in respect of which the laws the Loan Documents to be dated as of such Drawdown Date are expressed to be governed; (ii) counsel in the jurisdiction of organization of each applicable Borrower Group Company (including any Person who is to become a Borrower Group Company on such Drawdown Date) executing Loan Documents to be dated as of such Drawdown Date; and (iii) in the case of a Drawdown Date for an Owned Asset that is an Airframe, an opinion of counsel in the jurisdiction of registration of such Airframe (if any) as to due registration of such Airframe in such jurisdiction and, if applicable in such jurisdiction, the absence of Liens (other than Permitted Liens) recorded or registered with the aviation authority (or as to the discharge in due course thereof in connection with the Drawdown Date). (i) Financial Statements. The most recent financial statements of the relevant Lessee or Underlying Obligor (as applicable), if in the possession of the applicable Borrower Group Company pursuant to the relevant Portfolio Documents, unless the applicable Borrower Group Company is bound by non-disclosure obligations that prohibit it from providing such financial statements (provided that in the case of publicly available financial statements, such obligation shall be satisfied by identifying to the Administrative Agent that such financial statements are publicly available). (j) Fees and Expenses. All fees, costs and expenses which are expressed to be due and payable by the Borrower to any Finance Party pursuant to the Loan Documents as of

- 79 - such Drawdown Date have been paid in full, including as may be paid by way of netting on the Drawdown Date (in each case, to the extent that statements for such fees and expenses have been delivered to the Borrower reasonably prior to the Drawdown Date). (k) Facility Tests. (i) On the Drawdown Date, no LTV Event has occurred which is continuing and the making of the Loan will not cause the occurrence of an LTV Event. (ii) On the Drawdown Date, in the case of a Loan made after the DSCR Commencement Date, either (1) no DSCR Cash Trap Event has occurred which is continuing or (2) if a DSCR Cash Trap Event was continuing prior to such Drawdown Date, the DSCR after giving effect to the making of the Loan would be equal to or greater than the DSCR immediately prior to such Drawdown Date, calculated on a pro forma basis including the contractual cashflows from the related Asset. (iii) On the Drawdown Date, after giving effect to the making of the Loan and related acquisition of Assets, WLFC or the Borrower shall have invested the Minimum Equity Amount in the Assets, as certified by an Authorized Representative of the Borrower. (iv) After giving effect to the making of the Loan and related acquisition of Assets, no Concentration Breach Event shall have occurred and be continuing. (l) Other Asset Related Conditions. With respect to each Owned Asset and each Underlying Asset related to a Loan Asset, in either case which is the subject of such Loan, the following conditions shall be satisfied in the reasonable opinion of the Administrative Agent (in consultation with the Required Lenders): (i) Eligibility Criteria. The relevant Asset complies with the Eligibility Criteria. (ii) Minimum Remaining Lease Term. With respect to each Asset Lease, either the Weighted Average Remaining Lease Term for all Asset Leases shall not be less than 12 months on a pro forma basis after giving effect to the making of the Loan, or the remaining term on such Asset Lease is equal to or greater than 12 months. (iii) Delinquency. The relevant Asset shall not be a Defaulted Asset. (m) Other Factual Conditions Precedent. The following conditions shall be satisfied in the reasonable opinion of the Administrative Agent (in consultation with the Required Lenders): (i) Accuracy of Representations and Warranties. The representations and warranties of each relevant Borrower Group Company executing Loan Documents on such Drawdown Date set forth in Section 4.01, Section 4.02, Section 4.03, Section 4.12 and Section 4.16 which are made as of each Drawdown Date shall be true and correct in all material respects with reference to facts and circumstances then existing (or if any representation or warranty is stated to have been made as of an earlier date, as of such date) and - 80 - a director, officer or member of each relevant Borrower Group Company shall have certified such to the Administrative Agent subject to the Actual Knowledge of such director, officer or member. (ii) No Event of Default. No Event of Default shall have occurred and be continuing or result from the making of such Loan. (iii) No Servicer Termination Event. No Servicer Termination Event shall have occurred and be continuing or result from the making of such Loan. (iv) Security Deposit Reserve Account. If the Asset is subject to an Asset Operating Lease, the Borrower or an Affiliate of the Borrower shall have caused (or shall cause on such Drawdown Date) the Initial Security Deposit Required Amount for the relevant Asset (if any) to be deposited into the Security Deposit Reserve Account. (v) Maintenance Reserve Account. If the Asset is subject to an Asset Lease, the Borrower or an Affiliate of the Borrower shall have caused (or shall cause on such Drawdown Date) the Initial Maintenance Reserve Required Amount (if any) to be deposited into the Maintenance Reserve Account. (vi) Fund Liquidity Account. The Borrower or an Affiliate of Borrower shall have caused (or shall cause on such Drawdown Date) to be deposited into the Liquidity Account (which, in each case, may be from the proceeds of any Loan extended on a Drawdown Date): (A) solely with respect to the first Drawdown Date after the Closing Date, an amount equal to $1,000,000; (B) solely with respect to the third Drawdown Date after the Closing Date, an amount equal to the amount required to cause the balance in the Liquidity Account to be equal to the Liquidity Account Required Amount; and (C) solely with respect to the Drawdown Date on which the sum of the principal balance of each Loan as of its Drawdown Date (regardless of subsequent principal repayment) exceeds 25% of the Maximum Loan Amount, an amount equal to the amount required to cause the balance in the Liquidity Account to be equal to the Liquidity Account Required Amount. (vii) As of the Drawdown Date, the relevant Asset Lessee or Loan Asset Borrower is not: (A) organized in a Prohibited Jurisdiction; or (B) a Sanctioned Person, unless such Lease or Loan Asset is permitted pursuant to a general or specific license, exemption, exception or waiver issued by any applicable Sanctions Authority. - 81 - (n) Notice of Security Assignment. In the case of an Asset subject to an Asset Operating Lease or Finance Lease, the Security Trustee shall have received a Notice of Security Assignment substantially similar to the form set forth in schedule 11 to the Security Agreement, or such other form that is reasonably acceptable to the Security Trustee notifying the Lessee of the security interest of the Security Trustee in the relevant Lease (which form shall be reasonably acceptable if substantially similar to a Notice of Security Assignment previously provided pursuant hereto); provided that the Borrower shall use commercially reasonable efforts to obtain an acknowledgement from the Asset Lessee or Loan Asset Borrower, as applicable, to such Notice of Security Assignment. (o) Seller Title Instrument. The Administrative Agent shall have received copies of each of the Seller Title Instruments in respect of the Asset (or customary evidence or confirmation that such copies will be delivered promptly following the acquisition of the Asset related to such Loan). (p) Account Control Agreement. The Administrative Agent shall have received an Account Control Agreement, executed and delivered by the applicable Borrower Group Companies, with respect to each Obligor Payment Account and Obligor Funded Account for which it is anticipated that payments will be made into under the relevant Portfolio Documents, in each case to the extent required by the Security Agreement. Section 3.03 Conditions Subsequent. (a) If, on any Drawdown Date, any condition precedent required pursuant to Section 3.02 in respect of any filings or registrations, good standing certificates or opinions which pertain to the Collateral has not been satisfied and is customarily not satisfied prior to the making a drawing having due regard to the advice of applicable legal counsel as to customary time periods and the Borrower has provided the Administrative Agent reasonable prior written notice that such condition precedent may not be satisfied on the Applicable Drawdown Date then such condition precedent shall be waived as a condition to the making of the Loan on such Drawdown Date and the Borrower shall be required to satisfy such condition precedent within 30 days of such Drawdown Date (or such later date as is advised by applicable counsel as appropriate and customary for such condition) or the failure to do so shall be an Event of Default. Section 3.04 Waivers. The conditions set out in this Article III are for the benefit of the Lenders and may be waived in writing, in whole or in part, with or without condition, by the Required Lenders. ARTICLE IV REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to the Lenders as of the Effective Date and, in respect of Sections 4.01, 4.02, 4.03, and 4.12 and 4.20 (and solely with respect to the Borrower Group Companies executing Loan Documents in connection with such Drawdown Date) on each Drawdown Date, in each case with respect to facts and circumstances then existing, as follows: - 82 - Section 4.01 Organization; Powers. Each Borrower Group Company is an entity duly formed or incorporated, validly existing and, in the case of those jurisdictions and entities where such concept is applicable, in good standing under the laws of its jurisdiction of formation or incorporation and has all organizational powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. Section 4.02 Authorization; Enforceability. The Transactions are within each Borrower Group Company’s corporate or other applicable organizational powers and have been duly authorized by all necessary corporate or other applicable organizational action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each of the other Loan Documents to which it and each other Borrower Group Company is a party when executed and delivered by it or such Borrower Group Company will constitute, its or such other Borrower Group Company’s legal, valid and binding obligations, enforceable against it and each such other Borrower Group Company in accordance with its terms, except as such enforceability may be limited by: (a) bankruptcy, insolvency, reorganization, moratorium, examinership or similar laws of general applicability affecting the enforcement of creditors’ rights; and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section 4.03 Governmental Approvals; No Conflicts. The Transactions: (a) do not require any consent or approval (including any exchange control approval) of, registration or filing with, or any other action by, any Governmental Authority, by the Borrower or any other Borrower Group Company except for: (i) such as have been obtained or made and are in full force and effect; and (ii) filings, actions and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any Applicable Law or the charter, by laws or other organizational documents of the Borrower or other Borrower Group Company or any order of any Governmental Authority binding on the Borrower or other Borrower Group Company; and (c) will not violate or result in a default under any agreement or other instrument binding upon any Borrower Group Company or any of their respective assets or give rise to a right thereunder to require any payment to be made by any such Person, except for any such default that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Section 4.04 Litigation. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the Actual Knowledge of the Borrower, threatened against or adversely affecting a Borrower Group Company (i) as to which there is a reasonably possibility of an adverse determination which, if adversely determined,

- 83 - would reasonably be expected to result in a Material Adverse Effect or (ii) that involve this Agreement. Section 4.05 Compliance with Laws and Agreements. Each Borrower Group Company is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all Credit Agreements, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Section 4.06 Event of Default. No Event of Default has occurred and is continuing. Section 4.07 Use of Credit. No Borrower Group Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any Loan hereunder will be used to buy or carry any Margin Stock. Section 4.08 Special Purpose Status, Etc. No Borrower Group Company has engaged in any activities since its organization or incorporation (as applicable) (other than those incidental to its organization or incorporation (as applicable), the Transactions, the ownership, acquisition, origination and administration of its Assets and other appropriate steps and arrangements for the payment of fees to, and director’s and officer’s insurance for, its directors and officers, the execution of the Loan Documents to which it is a party and the activities referred to in or contemplated by the Loan Documents). No Borrower Group Company owns or has ever owned any assets (other than the Assets and Stock in Borrower Group Companies, and Unfunded Assets and Stock relating thereto) or incurred any liabilities (other than liabilities incurred under the Loan Documents or otherwise permitted pursuant to the Loan Documents). Section 4.09 Investment Company Status; Covered Fund. (a) The Borrower is not required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), on one or more bases other than Section 3(c)(1) or 3(c)(7) of such Act, including that the Borrower does not fall within the definition of “investment company” in Section 3(a)(1) of the Investment Company Act and/or the Borrower qualifies for the exception provided by Section 3(c)(6) of the Investment Company Act. (b) The Borrower is not a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (commonly referred to as the “Volcker Rule”). Section 4.10 ERISA. No Borrower Group Company or any ERISA Affiliate thereof sponsors, contributes to, participates in or has any actual or contingent obligations or liabilities pursuant to or with respect to, any Plans or any Multiemployer Plans, in either case in a manner that would reasonably be expected to result in a Material Adverse Effect. - 84 - Section 4.11 OFAC; AML Laws; Anti-Corruption Laws and Sanctions. (a) The Servicer has implemented and maintain in effect policies and procedures designed to promote and achieve compliance by the Borrower with applicable Anti-Corruption Laws, AML Laws and Sanctions. (b) None of: (i) the Borrower, any Borrower Group Company or any of their respective directors or officers, or, to the Actual Knowledge of the Borrower, Affiliates or agents acting in their capacity as such in connection with this Agreement: (A) is a Sanctioned Person; or (B) is in material violation of applicable Anti-Corruption Laws or applicable AML Laws; or (C) is in violation of applicable Sanctions. (c) No Borrower Group Company is engaged in any dealings with any Sanctioned Person in violation of applicable Sanctions. Section 4.12 Title; Collateral. On the Applicable Drawdown Date, each Borrower Group Company will have good title to each Asset being acquired with the proceeds of the Loan being made on such Drawdown Date subject to no Liens other than Permitted Encumbrances. The Security Documents are effective to create in favor of the Security Trustee a legal, valid and enforceable security interest in the Collateral and, when each of the acts which are Post-Closing Items are completed, such security interest will be perfected (and have the priority) in each case to the extent required pursuant to the Security Agreement. Section 4.13 Employees. Each Borrower Group Company has no employees; provided that the managers or directors, as the case may be, and the institutions acting as Owner Trustees and their employees, shall not be deemed to be employees for purposes of this Section 4.13. Section 4.14 No Filing or Stamp Taxes. Under the laws of the jurisdiction of incorporation or organization, as applicable, of any Borrower Group Company, it is not necessary that any stamp, registration, notarial or similar Taxes be paid on or in relation to this Agreement or any other Loan Document, the execution and delivery of any thereof, or the transactions contemplated by this Agreement or any other Loan Document (not including any assignment or transfer by any Lender of any of its rights or obligations under this Agreement or any other Loan Document) except those notified in writing by the Borrower to the Administrative Agent and which have been paid or which will be paid within the time limit for payment of such prescribed by applicable law. Section 4.15 Indebtedness. No Borrower Group Company has any outstanding Indebtedness other than Indebtedness permitted under Section 8.01. - 85 - Section 4.16 GAAP. The assets and liabilities and the assets, and liabilities of each Borrower Group Company, are consolidated with the assets and liabilities of WLFC for purposes of GAAP. ARTICLE V INFORMATION COVENANTS AND APPRAISALS From the Closing Date until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder and under any other Loan Document shall have been paid in full (other than contingent obligations for which no claim has been made), the Borrower covenants and agree with the Lenders that: Section 5.01 Financial Statements and Other Information. (a) Monthly Reports. No later than each Monthly Date, the Borrower shall deliver, or shall cause the Servicer to deliver, a report (each, a “Monthly Report”) in excel format (or similar format) to the Administrative Agent, which shall include, without duplication, the information set forth on Schedule XI and the following information: (i) amounts received in the Collection Account during the previous Collection Period; (ii) the amounts standing to the credit of the Collections Account as of the final day of the Collection Period immediately prior to such Payment Date; (iii) for each LTV Test Date, the calculations of the LTV and the aggregate Maximum LTV Threshold, and a statement as to whether an LTV Trigger Event or LTV Event has occurred and is continuing; (iv) computations of the DSCR as of the relevant DSCR Test Date, (commencing with the third Determination Date after the first Drawdown Date hereunder) and a statement as to whether a DSCR Trigger Event or a DSCR Cash Trap Event has occurred and is continuing; (v) the status of the Concentration Limits as of such Determination Date and a statement as to whether a Concentration Breach Event has occurred; (vi) the portion of the Available Collections Amount to be applied at each level of priority under section 8.01 of the Security Agreement; (vii) the Rental Payments and Loan Asset Payments (on a portfolio or Asset by Asset basis) and any late or deferred payments (on an Asset Lease or Loan Asset basis) for the relevant Collection Period, updated amortization or principal payment schedules for the Loan Assets (if any) and projected Rental Payments and Loan Asset Payments for the succeeding six Collection Periods; - 86 - (viii) the Appraised Value, Maintenance Adjusted CMV and Maintenance Adjusted Base Value for each Owned Asset based on the Relevant Appraisals; (ix) the amount of Net Available Proceeds received during the preceding Collection Period; (x) the amount on deposit in the Maintenance Reserve Account and the Maintenance Reserve Required Amount for such Payment Date; (xi) the amount on deposit in the Liquidity Account and the Liquidity Account Required Amount for such Payment Date; (xii) the amount on deposit in the Security Deposit Reserve Account and the Security Deposit Required Amount for such Payment Date; (xiii) with respect to the most recent Collection Period, a report setting forth in reasonable detail, to the Actual Knowledge of the Borrower, any (a) incidences of damage to any Owned Asset in an amount greater than (i) in the case of an Engine, the greater of $1,000,000 and the damage notification threshold contained in the applicable Asset Lease and (ii) in the case of an Airframe, the greater of $3,000,000 and the damage notification threshold contained in the applicable Asset Lease, as the case may be, during such period, (b) any Obligor material failures to maintain required insurances during such period that are continuing or (c) notice of any early termination (or intended early termination) of any Asset Lease or Loan Asset during such period due to the occurrence of an event of default or similar event thereunder that has not been retracted or withdrawn; (xiv) any re-leases, sales and purchases that occurred during the relevant month; and (xv) whether the Hedging Requirement is satisfied. (b) Annual Financial Statements. The Borrower will furnish to the Facility Agent, within 120 days after the end of each fiscal year of WLFC (unless an extension is approved by the Securities Exchange Commission), copies of the Financial Statements of WLFC for such Fiscal Year accompanied by an unqualified report and opinion by an independent certified public accounting firm. Documents referred to in this clause (b) may be delivered electronically including by publicly available filing. (c) Quarterly Financial Statements. The Borrower will furnish to the Facility Agent, within 90 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of WLFC (unless an extension is approved by the Securities Exchange Commission), copies of the Financial Statements of WLFC for such Fiscal Quarter, certified by an Authorized Representative of the WLFC as presenting fairly in all material respects the financial condition and results of operations of the Persons being reported upon in accordance with GAAP

- 87 - consistently applied. Documents referred to in this clause (c) may be delivered electronically including by publicly available filing. (d) Inspection. Upon reasonable notice, at any time during regular business hours (but not so as to materially interfere with the business of Borrower or the Servicer), the Facility Agent, at the sole cost and expense of the Lenders requesting such inspection (or solely if an Event of Default has occurred and is continuing, the cost and expense of the Borrower), shall have the right to inspect the books and records of the Borrower and its Subsidiaries (and the Borrower will cause the Servicer to permit the Facility Agent to inspect such books and records) up to once during each calendar year and at all times upon the occurrence of an Event of Default which is continuing. (e) Total Loss. The Borrower will furnish to the Administrative Agent written notice of a Total Loss with respect to an Asset promptly after the Borrower becomes aware thereof. (f) Obligor Information. The Borrower or the Servicer on its behalf shall provide, upon reasonable request of the Facility Agent from time to time, to the extent required and received by the applicable Borrower Group Company pursuant to the terms of the applicable Asset Lease or Loan Asset, the annual financial statements of the relevant Obligor party thereto (provided disclosure of such financial statements would not result in a breach of any confidentiality undertaking binding on any Borrower Group Company). To the extent an Obligor does not provide any financial statements when obliged to do so under the applicable Asset Lease or Loan Asset, the Borrower shall cause the Servicer to request such financial statements in accordance with the Standard of Care if requested by the Facility Agent. (g) “Know Your Customer”. On the introduction of any change in law or a proposed assignment or transfer by a Lender, the Borrower shall as soon as reasonably practicable upon the request of the Administrative Agent or any Lender supply such documentation and other evidence in respect of the Borrower or any other Borrower Group Company as is reasonably requested by the Administrative Agent or such Lender and which the Borrower is reasonably able to provide (on behalf of itself or on behalf of any other Borrower Group Company) to any Lender (or prospective new Lender) in order for the Administrative Agent or such Lender (or prospective new Lender) to carry out and be satisfied with the results of all necessary “know your customer” or other checks with respect to applicable AML Laws, including, without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation or other checks in relation to the transactions contemplated by this Agreement and the other Loan Documents. Section 5.02 Appraisals; Maintenance Annual Estimates. (a) Appraisal Requirements. Each Appraisal which is required to be delivered to the Administrative Agent pursuant to this Agreement shall set forth the desk-top appraisal of the current market value and base value of all Funded Assets (and each Owned Asset which comprises Additional Collateral), as calculated by each of the three applicable Appraisers - 88 - using the same methodology as that used to calculate the Appraised Value pursuant to the Initial Appraisals, adjusted for the utilization of, and maintenance performed on, such Engine. (b) Appraisal Dates. The Borrower shall deliver an Appraisal from each Appraiser together with the Monthly Report relating to the Payment Date immediately following each Appraisal Date. The Appraisal to calculate the Appraised Value shall be determined as of, and such Appraisal shall be dated, a date within 30 days prior to the Appraisal Date. (c) Maintenance Annual Estimates. The Borrower or the Servicer on its behalf shall, no later than the Determination Date immediately following each anniversary of the Closing Date, deliver to the Administrative Agent and the Facility Agent, and the Administrative Agent will include with the next Monthly Report, the Maintenance Annual Estimate, prepared in accordance with the Standard of Care. Promptly after receiving the annual Maintenance Annual Estimate, the Borrower shall cause the Servicer to prepare, based on the Maintenance Annual Estimate (in no event later than the third Business Day before the Payment Date relating to the Determination Date following such anniversary), the initial calculation of the Maintenance Reserve Required Amount for each Payment Date, which shall be adjusted as provided in the last sentence of the definition of Maintenance Required Amount. On each Determination Date, the Servicer shall calculate the difference between the Maintenance Reserve Required Amount for the related Payment Date and the amount available in the Maintenance Reserve Account as of such Payment Date (such difference, if positive, the “Maintenance Reserve Additional Amount” for such Payment Date). The Security Trustee shall apply the Available Collection Amount to make a deposit into the Maintenance Reserve Account on each such Payment Date in accordance with the Security Agreement. The Maintenance Required Amounts and Maintenance Reserve Additional Amount based on any prior Maintenance Annual Estimate will be recalculated after each annual Maintenance Annual Estimate and each Drawdown Date on which a Maintenance Annual Estimate is provided and an Initial Maintenance Reserve Required Amount (if any) is deposited into the Maintenance Reserve Account, as adjusted for each Payment Date as provided in the definition thereof. ARTICLE VI AFFIRMATIVE COVENANTS From the Closing Date until the Obligations Discharge Date, the Borrower covenants and agrees with the Lenders as follows: Section 6.01. Existence; Conduct and Authorizations. The Borrower, in respect of itself and each other Borrower Group Company, will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its and each other Borrower Group Company’s legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except in each such case (other than in relation to the legal existence, rights, licenses, permits, privileges and franchises of the Borrower) to the extent the same would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 8.03. - 89 - Section 6.02. Payment of Obligations. The Borrower shall, and shall cause each Borrower Group Company to, pay its obligations under each Loan Document, including (subject to Section 6.19) Tax liabilities before the same shall become delinquent or in default, except where: (a) the validity or amount thereof is being contested in good faith by appropriate proceedings; and (b) the Borrower or such other Borrower Group Company has set aside on its books adequate reserves with respect thereto to the extent required by GAAP. Section 6.03. Maintenance of Properties; Insurance. (a) The Borrower will: (i) with respect to any Aircraft Equipment that is subject to an Asset Lease or relates to a Loan Asset, cause the applicable Borrower Group Company to require such Aircraft Equipment to be maintained in a state of repair and condition consistent with the Standard of Care under the applicable Portfolio Documents; (ii) with respect to any Aircraft Equipment that is not subject to an Asset Lease or relates to a Loan Asset, maintain, and cause each such Borrower Group Company to maintain, such Aircraft Equipment in a state of repair and condition consistent with the Standard of Care; and (iii) store or procure the storage of in accordance with the Servicing Agreement, each Off-Lease Asset, repossessed Aircraft Equipment and all Owned Asset Documents in a manner consistent with the Standard of Care. Notwithstanding the foregoing, no breach of this Section 6.03(a) shall be deemed to have occurred by virtue of any act or omission of an Asset Lessee, sub-lessee Loan Asset Borrower, or of any Person (other than any Borrower Group Company) which has possession of the Aircraft Equipment for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of the Aircraft Equipment (other than seizure or confiscation arising from a breach by a Borrower Group Company of this Section 6.03) (each, a “Third Party Event”); provided that: (A) no Borrower Group Company affirmatively consents or has affirmatively consented to such Third Party Event; and the applicable Borrower Group Company takes action, or causes the Servicer to take action in accordance with the Servicing Agreement, with respect to such Third Party Event that is has Actual Knowledge of in accordance with the Standard of Care. (b) The Borrower Group Companies shall maintain or cause to be maintained by the Servicer, or require an Obligor to maintain pursuant to the applicable Portfolio Documents, - 90 - with reputable and responsible insurers (or with insurers that maintain relevant reinsurance with reputable and responsible reinsurers) for each Asset: (i) hull insurance and liability insurance for each Asset, including spares and hull war and related perils insurance, in each case to the extent, and having such coverage, as is consistent with the Standard of Care; (ii) hull insurance, including (to the extent, and having such coverage, as is consistent with the Standard of Care) spares and hull war and related perils insurance, for each Asset in an amount at least equal to the Allocable Amount of the Loan relating to such Asset which, in the case of an Owned Asset names the Security Trustee as loss payee or a contract party subject to an AVN67B or AVN67C endorsement or its equivalent; (iii) liability insurance denominated in Dollars (or the equivalent thereof from time to time if such insurance is denominated in a currency other than Dollars) for each Asset and occurrence in amounts at least equal to the relevant amount set forth on Schedule X for each type of Asset which names the applicable Borrower Group Companies, the Servicer (unless otherwise agreed by the Servicer), the Security Trustee and each other Secured Party as additional insureds or contract parties subject to an AVN67B or AVN67C endorsement or its equivalent; provided that the requirement to name the Secured Parties as additional insureds shall be satisfied by reference in the applicable insurance certificates to “Secured Parties” or “Lenders” (as applicable) as defined in this Agreement and there shall be no requirement to name each Secured Party individually, and there shall be no obligation to name a Hedging Provider as additional insured; and (iv) hull all risk and liability contingent on the continuing insurance by the operator of the related aircraft to follow the terms and conditions of the related operator’s insurance to protect the interests of each applicable Borrower Group Company, the Security Trustee, the Administrative Agent and the Lenders in the event (A) the operator’s policy fails to respond, (B) the operator has failed to maintain sufficient coverage under the corresponding Asset Lease or Loan Asset or, (C) in case of liability insurance, an error or omission causes coverage to be insufficient, in each case to the extent, and having such coverage, as is consistent with the Standard of Care. provided, however, that with respect to any such insurance for any Asset subject to an Asset Lease or Loan Asset, such insurance may be subject to commercially reasonable deductible and self-insurance arrangements agreed by the Servicer in accordance with the Standard of Care (taking into account, inter alia, the creditworthiness and experience of the applicable Obligor, if any, the type of Airframe or Aircraft Engine and market practices in the aircraft or Aircraft Engine insurance industry generally). The coverage and terms (including endorsements, deductibles and self-insurance arrangements) of any insurance maintained with respect to any Asset not subject to an Asset Lease or Loan Asset shall be consistent with the Standard of Care. (c) In determining the amount of insurance required to be maintained in accordance with Section 6.03(b)(i) with respect to any Asset subject to an Asset Lease or Loan Asset entered into after the Closing Date, the Borrower Group Companies may take into account any indemnification from, or insurance provided by, any governmental, supranational or inter-

- 91 - governmental authority or agency, the sovereign foreign currency debt of which is rated at least AA (unless market practice for the particular government is to accept a lesser rating), or the equivalent, by at least one of S&P or Moody’s, against any risk with respect to an Asset at least in an amount which, when added to the amount of insurance against such risk maintained by the Borrower (or which the Borrower has caused to be maintained), shall be at least equal to the amount of insurance against such risk otherwise required by this Section 6.03(b) (taking into account self-insurance permitted by this Section 6.03(b)). Any such indemnification or insurance provided by such government shall provide substantially similar protection as the insurance required by Section 6.03. Section 6.04. Books and Records. The Borrower will, and will cause each other Borrower Group Company to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Section 6.05. Compliance with Laws; Maintenance of Permits. (a) The Borrower will, and will cause each other Borrower Group Company to: (i) comply in all material respects with all Applicable Laws; (ii) comply in all material respects with the terms of all Asset Leases and Loan Assets, the Servicing Agreement and other material agreements entered into in the conduct of its business; (iii) obtain and maintain all material governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required for the use and operation of its Aircraft Equipment, including, without limitation, a current certificate of airworthiness for each Airframe (issued by the Applicable Aviation Authority and in the appropriate category for the nature of the operations of such Funded Asset), except that: (A) no certificate of airworthiness shall be required for any Aircraft Equipment: (1) during any period when such Aircraft Equipment is undergoing maintenance, modification or repair; or (2) following the withdrawal or suspension by such Applicable Aviation Authority of certificates of airworthiness in respect of all Airframes or all Aircraft Engines, as applicable, of the same model or period of manufacture as such Aircraft Equipment (in which case the Borrower will, and will cause each other Borrower Group Company to, comply with all directions of such Applicable Aviation Authority in connection with such withdrawal or suspension); (B) no registrations, certificates, licenses, permits or authorizations required solely for the use or operation of any Aircraft Equipment need be obtained with respect to any period when such Aircraft Equipment is not being operated; and - 92 - (C) no such registrations, certificates, licenses, permits or authorizations shall be required to be maintained for any Aircraft Equipment that is not the subject of an Asset Lease or a Loan Asset, except to the extent required under Applicable Law; (iv) not cause or knowingly permit, directly or indirectly, through any of its Subsidiaries, any Obligor to operate any Funded Asset under any Asset Lease or Loan Asset in any material respect contrary to any Applicable Law; and (v) not knowingly permit, directly or indirectly, through any of its Subsidiaries, any Obligor not to obtain and maintain any material governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required for such Obligor’s use and operation of any Funded Asset under any Asset Lease or Loan Asset except as provided, mutatis mutandis, in paragraphs (iii), (A) and (B) of this Section above, except in each case where the failure to comply with the obligations in this paragraph, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Notwithstanding the foregoing, no breach of this Section 6.05 shall be deemed to have occurred by virtue of any Third Party Event; provided that: (i) no Borrower Group Company or the Servicer affirmatively consents or has affirmatively consented to such Third Party Event; and (ii) the Borrower Group Company acts or causes the Servicer to act with respect to such Third Party Event that it has Actual Knowledge of in accordance with the Standard of Care. Section 6.06. Use of Proceeds. The proceeds of each Loan made in respect of an Asset will be used to partially fund (or refinance equity or existing loans funded in respect of) the purchase price of such Asset and to pay fees and expenses in connection therewith. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations U and X. Section 6.07. Hedging Agreements. The Borrower shall enter into or terminate Hedging Agreements such that the Borrower shall satisfy, in the aggregate, the Hedging Requirement with respect to the Loans, in each case determined as of (i) a date within 30 days after each Hedging Requirement Test Date (or, if Term SOFR increases by at least 50 bps during such 30-day period (as compared to Term SOFR as of such Hedging Requirement Test Date), within five days of the Borrower’s receipt of notice of such increase) and (ii) the Commitment Termination Date. “Hedging Requirement Test Date” means (a) each Drawdown Date, (b) the date of any prepayment pursuant to Section 2.08(a), (c) the date of any release of Asset from the Lien of the Security Agreement, (d) the date of the termination of any Hedging Agreement. Section 6.08. Further Assurances. The Borrower shall, and shall cause each other Borrower Group Company from time to time to execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or for more fully perfecting, - 93 - renewing or protecting the rights of the Administrative Agent, the Security Trustee and the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by any Borrower Group Company which may be deemed to be part of the Collateral) pursuant hereto or thereto (but subject to the terms thereof). Upon the exercise by the Administrative Agent, the Security Trustee or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Borrower shall, and shall cause each other Borrower Group Company to, execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Security Trustee or such Lender may be required to obtain from the Borrower Group Companies for such governmental consent, approval, recording, qualification or authorization. Section 6.09. Governmental Approvals. The Borrower shall, and shall cause each Borrower Group Company to, promptly obtain from time to time at its own expense all such governmental licenses, authorizations, consents, permits and approvals as may be required for such Borrower Group Company to: (a) comply with its obligations, and preserve its rights under, each of the Loan Documents except (other than in relation to the Borrower) as would not reasonably be expected to result in a Material Adverse Effect; and (b) maintain the existence, priority and perfection of the Liens purported to be created under the Security Documents to the extent required under the Loan Documents. Notwithstanding the foregoing, no breach of paragraph (a) of this Section 6.09 shall be deemed to have occurred by virtue of any Third Party Event; provided that: (i) no Borrower Group Company or the Servicer affirmatively consents or has affirmatively consented to such Third Party Event; and (ii) the Borrower Group Company acts or causes the Servicer to act with respect to such Third Party Event that it has Actual Knowledge of in accordance with the Standard of Care. Section 6.10. ERISA. No Borrower Group Company shall take, or permit or suffer to be taken, any action which would cause any of the representations or warranties set forth in Section 4.10 hereof to cease to be true and correct. Section 6.11. Payment of Collections into Collections Account. The Borrower will and will cause each other Borrower Group Company to promptly pay all Collections received by such Person into the Collections Account or an Obligor Payment Account (with amounts paid to an Obligor Payment Account then to be paid to the Collections Account as specified in the Security Agreement). - 94 - Section 6.12. Minimum Provisions. Each Asset Lease and Loan Asset shall contain provisions consistent with the Minimum Provisions and that are otherwise consistent with the Standard of Care. Section 6.13. Opinions. The Borrower shall not, and shall not permit any of the Borrower Group Companies to, enter into, any Asset Lease or Loan Asset with any Person (other than another Borrower Group Company) or change the jurisdiction of registration of any Funded Asset that is subject to an Asset Lease, unless, upon entering into such Asset Lease or Loan Asset or changing the jurisdiction or registration of such Funded Asset (or within a commercially reasonable period thereafter), the Servicer obtains such legal opinions with regard to compliance with the registration requirements of the relevant jurisdiction, enforceability of the Asset Lease or Loan Asset, the perfection of the Liens granted in favor of the Security Trustee with respect to the applicable Funded Asset, Asset Lease or Loan Asset, the registration of registrable interests under the Cape Town Convention and such other matters customary for such transactions and that are applicable to such transactions, to the extent that receiving such legal opinion is consistent with the Standard of Care. Upon receipt of any such opinion, the Borrower Group Companies shall cause the Servicer to deliver a copy thereof to the Administrative Agent. Section 6.14. Registration of Aircraft Equipment. In connection with any registration or re-registration of any Aircraft Equipment in any country: (a) the obligations of each of the Borrower Group Companies under this Agreement, and of each Borrower Group Company under the Loan Documents to which it is a party, shall remain or be, as the case may be, valid, binding and enforceable (in each case subject to customary exceptions) in such country (which may be established by confirming that, subject to customary exceptions, the courts of such country will recognize and give effect to the choice of law provisions thereof) or in the jurisdiction to which the laws of such country would refer as the applicable governing jurisdiction (and with respect to the Security Documents, to the extent required thereunder); (b) any import permits necessary to take such Aircraft Equipment into such country shall be in full force and effect (or arrangements shall have been made for such permits to be timely in effect); (c) any value-added Tax, customs duty, tariff or similar Tax relating to the change in jurisdiction or registration of such Aircraft Equipment shall have been paid in full (or arrangements shall have been made for such amounts to be timely paid which may include the concerned Obligor having covenanted to pay the same); and (d) it shall not be necessary for the Lenders or Security Trustee to register or qualify to do business in such country but for the letting of or holding security interest over such Aircraft Equipment in such country (or the Borrower shall have provided indemnification reasonably satisfactory to the affected Lenders or Security Trustee in respect thereof). Section 6.15. Sanctions; AML. The Borrower will not, nor will it permit any Borrower Group Company to, knowingly lease or re-lease any Owned Asset to any Asset Lessee or knowingly make any loans pursuant to any Loan Asset to a Loan Asset Borrower located in, or

- 95 - as a result of which such Funded Asset would be, or would be permitted to be habitually operated, in any Sanctioned Jurisdiction, or to any Obligor that is a Sanctioned Person, in each case, in violation of applicable Sanctions. The Borrower will not request any Loan and the Borrower shall not use, and shall procure that the Borrower Group Companies shall not use, directly or knowingly indirectly, the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any Borrower Group Company, other Affiliate, joint venture partner or other Person: (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of applicable Anti-Corruption Laws or AML Laws; (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Jurisdiction, in each case in violation of applicable Sanctions; or (c) in any manner that would constitute a violation of applicable Sanctions by any party hereto. The Servicer will continue to implement and maintain in effect policies and procedures reasonably designed to promote and achieve compliance by the Borrower with applicable Anti-Corruption Laws, AML Laws and Sanctions. Section 6.16. Compliance and Agreement. The Borrower shall comply, and shall cause each Borrower Group Company to comply, in all material respects, with the provisions of the Loan Documents to which it is a party. The Borrower shall ensure that title to each Asset shall be held or beneficially (including by way of beneficial ownership of a trust) held by a Borrower Group Company. Section 6.17. Maintenance of Separate Existence. Except to the extent permitted by this Agreement or the other Loan Documents, the Borrower and each Borrower Group Company shall conduct its business such that it is (and the Borrower shall cause each other Borrower Group Company to conduct such Borrower Group Company’s business such that such Borrower Group Company is) a separate and readily identifiable business from, and independent of, any Person that is not a Borrower Group Company, including WLFC (collectively, “Unrelated Parties”), and further covenants that the Borrowers and each other Borrower Group Company shall: (i) observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party and any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate, identify or ascertain such assets; (iii) maintain its own books and records and bank accounts separate from those of each Unrelated Party and any other Person except as otherwise contemplated by the constitutional documents of the Borrower Group Companies or the Loan Documents; - 96 - (iv) pay its obligations in the ordinary course of business as a legal entity separate from each Unrelated Party and any other Person, except as otherwise required or permitted under the Loan Documents; (v) keep its funds separate and distinct from any funds of each Unrelated Party and any other Person, and receive, deposit, withdraw and disburse such funds separately from any funds of each Unrelated Party and any other Person; (vi) not assume, guarantee or pay the debts or obligations of any Unrelated Party or any other Person or otherwise pledge its assets for the benefit of any Unrelated Party or any other Person except as otherwise permitted under the Loan Documents; (vii) not hold out that it is a division of WLFC or any other Person or that each Unrelated Party or any other Person is a division of it; (viii) except as otherwise permitted under the Loan Documents, not hold out its credit or assets as being available to satisfy the obligations of others; (ix) not induce any third party to rely on the creditworthiness of any Unrelated Party or any other Person in order that such third party will contract with it, except (A) a guarantee (or other undertaking) by WLFC in respect of any obligations of a Borrower Group Member under, or in connection with, an Asset Lease or Loan Asset or otherwise in connection with the lease, sale, purchase, maintenance or storage of any Asset or Unfunded Asset, as applicable, and (B) as otherwise permitted under the Loan Documents; (x) not commingle its assets or funds with those of any Unrelated Parties or any other Person; (xi) correct any known misunderstanding regarding its separate identity; (xii) conduct business in its own name; (xiii) allocate and charge fairly and reasonably any common overhead shared with Affiliates; (xiv) not acquire the securities of any Unrelated Party or any Affiliate thereof (other than any Borrower Group Company); and (xv) not enter into any transactions between it and any Unrelated Party or any other Person that are more favorable to such Person than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the date hereof; and (xvi) transact all business with Affiliates on an arm’s length basis, except as permitted under the Loan Documents including as may be contemplated above. For the avoidance of doubt, the Borrower Group Companies are authorized to, and to permit other Borrower Group Companies to (i) lease to an Affiliate that is a leasing intermediary, - 97 - including, but not limited to, as part of a “lease-in/lease-out” arrangement and (ii) engage in any activity or other undertaking expressly required or expressly authorized by the Loan Documents and the Servicing Agreement. Section 6.18. Bankruptcy and Insolvency; Corporate Governance. The Borrower: (a) shall promptly after having Actual Knowledge thereof provide the Security Trustee and the Administrative Agent with written notice of the institution of any proceeding by or against any Borrower Group Company seeking to adjudicate any of them bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, examinership, relief or composition of their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the entry of an order for relief or the appointment of a receiver, trustee, examiner or other similar official for it or for any substantial part of its property; (b) shall not take any action to waive, repeal, amend, vary, supplement or otherwise modify any provision of its Organizational Documents that would adversely affect the rights, privileges or preferences of the Security Trustee or any Lender as determined by the applicable board of directors or managers, as the case may be; and (c) shall not, without an affirmative unanimous written resolution of the board of directors, take any action to waive, repeal, amend, vary, supplement or otherwise modify: (i) the provisions of its Organizational Documents which require a unanimous resolution of the directors or managers, as the case may be, or limits the actions of beneficial interest holders, with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings; or (ii) any similar provisions of the Organizational Documents of the Borrower Group Companies. Section 6.19. Taxes. The Borrower shall, and shall cause each Borrower Group Company to, duly and punctually pay and discharge all Taxes that it is obligated to pay, that, if not paid, could reasonably be expected to result in a Material Adverse Effect, before the same shall become delinquent, except to the extent that: (a) payment is being contested in good faith; (b) adequate reserves are maintained for those Taxes; and (c) payment can be lawfully withheld. The Borrower shall maintain its status as an entity that for U.S. federal income tax purposes is disregarded as separate from the Parent. - 98 - Section 6.20. Security Deposit Reserve Account, Maintenance Reserve Account and Liquidity Account. (a) On the Effective Date and on each Payment Date, the Borrower shall cause there to be deposited (i) into the Security Deposit Reserve Account, the Security Deposit Additional Amount, if any, (ii) into the relevant Maintenance Reserve Account, the Maintenance Reserve Additional Amount, if any and (iii) subject to Section 6.07 of the Security Agreement, into the Liquidity Account, the Liquidity Account Additional Amount, if any, in each case to the extent of Available Collections Amount. (b) On each Drawdown Date, the Borrower shall cause there to be deposited (i) in the case of an Owned Asset that is the subject of the relevant Drawdown Date, into the Security Deposit Reserve Account, an amount in cash equal to the Initial Security Deposit Required Amount (if any) in respect of Owned Asset that is a subject of such Drawdown Date and(ii) in the case of an Owned Asset that is the subject of the relevant Drawdown Date, into the relevant Maintenance Reserve Account, an amount in cash equal to the Initial Maintenance Reserve Required Amount (if any) in respect of the Owned Asset that is a subject of such Drawdown Date. ARTICLE VII FACILITY TESTS Section 7.01. LTV Test. (a) If, on any day other than an LTV Test Date, an LTV Event occurs, the Borrower may, at any time thereafter remedy such LTV Event by: (i) prepaying the Loans in accordance with Section 2.08(b); (ii) providing Additional Collateral in accordance with Section 7.05. (b) If, on any LTV Test Date, an LTV Trigger Event occurs, the Borrower shall, within three months of such LTV Trigger Event to the extent that such LTV Trigger Event is still continuing, remedy such LTV Event by: (i) prepaying the Loans in accordance with Section 2.08(e)(iii); (ii) providing Additional Collateral in accordance with Section 7.05. (c) In order to remedy any LTV Event or LTV Trigger Event in accordance with and for the purposes of this Agreement, the Borrower shall be required to prepay the Loans or provide Additional Collateral in such amount (based off the Value of such Additional

- 99 - Collateral) that if the LTV were calculated immediately after such prepayment or the provision of Additional Collateral, no LTV Event or LTV Trigger Event, as applicable, would be continuing. Section 7.02. DSCR. (a) In the event that any DSCR Trigger Event is determined to have occurred, the Borrower shall, within six months of such DSCR Trigger Event to the extent that the DSCR Trigger Event is continuing, remedy such DSCR Trigger Event by prepaying the Loans in accordance with Section 2.08(e)(iv). In the event that any DSCR Cash Trap Event is determined to have occurred on any DSCR Test Date, the Borrower may remedy such DSCR Cash Trap Event by prepaying the Loans in accordance with Section 2.08(b). (b) In order to remedy the DSCR during any DSCR Cash Trap Event or DSCR Trigger Event, in accordance with and for the purposes of this Agreement, the Borrower shall be required to prepay the Loans in such amount that if the DSCR were calculated immediately after such prepayment, neither a DSCR Cash Trap Event nor a DSCR Trigger Event would be occurring. Section 7.03. Concentration Limits. (a) If on any Concentration Limit Test Date, a Concentration Breach Event occurs, the Borrower may remedy such Concentration Breach Event by: (i) prepaying the applicable Loan or Loans in accordance with Section 2.08(b); or (ii) providing Additional Collateral in accordance with Section 7.05. (b) In order to remedy any Concentration Breach Event in accordance with and for the purposes of this Agreement, the Borrower shall be required to prepay the Loans or provide Additional Collateral in such amount (which shall be based off the Value of such Additional Collateral) that if the Concentration Limits were calculated immediately after such prepayment or the provision of Additional Collateral, no Concentration Breach Event would be continuing. Section 7.04. Weighted Average Remaining Lease Term. (a) On each Drawdown Date and each Determination Date, the Weighted Average Remaining Lease Term shall be calculated. (b) If a Weighted Average Remaining Lease Term Event occurs, the Borrower may, at any time thereafter remedy such Weighted Average Remaining Lease Term Event by: (i) prepaying the Loans in accordance with Section 2.08(b); or (ii) providing Additional Collateral in accordance with Section 7.05. - 100 - (c) In order to remedy any Weighted Average Remaining Lease Term Event in accordance with and for the purposes of this Agreement, the Borrower shall be required to prepay the Loans or provide Additional Collateral in such amount (based off the Remaining Lease Term of such Operating Lease and the Appraised Value of the related Aircraft Equipment) that if the Weighted Average Remaining Lease Term were calculated immediately after such prepayment or the provision of Additional Collateral, no Weighted Average Remaining Lease Term Event would be continuing. Section 7.05. Additional Collateral. (a) In order to remedy or prevent the occurrence of any Early Amortization Event or at any other time, the Borrower may pledge an Asset as collateral by executing, or causing a Borrower Group Company to execute, a Collateral Supplement in respect of such Asset in respect of which no Loan is outstanding, and providing such documents and evidence and satisfying the conditions as specified in Section 3.02(b), Section 3.02(c), Section 3.02(d), Section 3.02(e), Section 3.02(f), Section 3.02(h), Section 3.02(m)(ii) and by providing a copy of the Initial Appraisals in respect of such Asset and the Collateral Supplement and applicable Borrower Group Company relating thereto. In order to prevent or remedy any Early Amortization Event by a pledge of Additional Collateral, such Additional Collateral must, together with all other items of Additional Collateral, have a Permitted Advance Amount at least equal to the amount which the Borrower would be required to prepay a Loan or Loans in accordance with Section 2.08(b) in order to remedy such Early Amortization Event. (b) When providing Additional Collateral to remedy or prevent the occurrence of any Early Amortization Event, the Borrower shall notify the Administrative Agent as to which Early Amortization Event such Additional Collateral is intended to remedy. (c) If on any applicable subsequent EA Test Date, the relevant Early Amortization Event has been remedied and would not occur following the release of the Additional Collateral previously provided if calculated following the release thereof, and provided no Event of Default or other Early Amortization Event has occurred and is continuing after giving effect to such release, or would result from such release, at the written request and cost of the Borrower, the Security Trustee will release the Lien created over the Additional Collateral in accordance with section 10.14 of the Security Agreement as soon as reasonably practicable following the Payment Date which occurs immediately after such subsequent EA Test Date. (d) In addition to the foregoing, following the payment in full of any Loans related to an Asset, including by any prepayment of such Loans, the Borrower may choose not to release the Lien created over such Asset and such Asset shall be Additional Collateral for so long as the Lien over such Additional Collateral has not been released. - 101 - ARTICLE VIII NEGATIVE COVENANTS From the Closing Date until the Obligations Discharge Date, the Borrower covenants and agrees with the Lenders that: Section 8.01. Indebtedness. The Borrower will not, nor will it permit any other Borrower Group Company to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created under this Agreement or the Loan Documents; (b) Indebtedness constituting any obligation owed to any Obligor under an Asset Lease or Loan Asset or, in the case of any Unfunded Asset, similar obligations owed to any lessee under a lease of such Unfunded Asset; (c) any Subordinated Indebtedness; (d) Indebtedness between Borrower Group Companies which is unsecured and subordinated to the Obligations or is recorded by way of book entry or on an undocumented basis and noted as being subordinated to the Obligations; (e) Hedging Agreements entered into in accordance with Section 6.07; or (f) any reimbursement, Guarantee, counter-indemnity or similar obligation, of any Borrower Group Company (provided that any Asset Owning Entity shall only enter into such obligation in respect of its own property) that guarantees or in effect guarantees, or which is given to induce, or as a condition to or requirement of, the issue by another Person (including any bank) of any guarantee, letter of credit, deposit, bond or other assurance in favor of any Governmental Authority, Lessee, airport authority, or third party maintenance or repair performer, to secure return of any Aircraft Equipment or other property of such Borrower Group Company, or guarantees performance by a Borrower Group Company under an Asset Lease or Loan Asset. Section 8.02. Liens. The Borrower will not, nor will it permit any other Borrower Group Company to, create, incur, assume or permit to exist any Lien (other than with respect to Segregated Funds), on any property or asset now owned or hereafter acquired by it (including, without limitation, all shares of capital stock, all beneficial interests in trusts, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or interests (“Ownership Interests”) and any Indebtedness of any other Borrower Group Company held by the Borrower), or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except Permitted Encumbrances. Section 8.03. Fundamental Changes. (a) The Borrower will not, nor will it permit any other Borrower Group Company to enter into any transaction of merger or consolidation or amalgamation, or liquidate, - 102 - wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower will not, nor will it permit any other Borrower Group Company to: (i) change its jurisdiction of organization without giving at least 30 days’ prior written notice to the Administrative Agent and the Security Trustee; (ii) acquire any business or property from, or Stock of, or be a party to any acquisition of, any Person except in connection with acquisition of Assets and Unfunded Assets and purchases of property to be sold or used in the ordinary course of business as permitted hereunder; or (iii) issue or transfer any Stock to any person; provided that the Borrower may issue Stock to or accept a contributed surplus from WLFC. (b) Notwithstanding the foregoing provisions of this Section 8.03: (i) a Borrower Group Company may at any time establish a lease-in lease-out company as a Subsidiary whereupon such Subsidiary shall become a Borrower Group Company; (ii) any Borrower Group Company may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Borrower Group Company; (iii) a Borrower Group Company may sell an Asset or Assets to the extent not prohibited by Section 8.09 and provided it has complied with Section 2.08(e)(ii); (iv) any Non-Significant Subsidiary may be liquidated or dissolved; and (v) any Asset Owning Entity may declare a trust over its Assets in favor of another Borrower Group Company; provided that such trust does not contain any terms adverse to the interests of the Administrative Agent and the Lenders and such Borrower Group Company’s beneficial interest in such trust is at all times subject to the Lien of the Security Agreement. Section 8.04. Investments. The Borrower will not, nor will it permit any other Borrower Group Company to, make or permit to remain outstanding any Investments, except: (a) Investments made as part of the acquisition of Assets; (b) Permitted Investments held in the Accounts which are subject to the Lien of the Security Documents; (c) Investments by a Borrower Group Company in another Borrower Group Company or Asset Owning Entity; (d) Hedging Agreements entered into in accordance with Section 6.07;

- 103 - (e) Investments constituting: (i) account receivables owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms; (ii) negotiable instruments held and endorsed for collection in the ordinary course of business; (iii) lease, utility and other similar deposits in the ordinary course of business; (iv) prepayments and deposits to suppliers in the ordinary course of business; (v) Investments corresponding to Indebtedness permitted by Section 8.01(c) and (d); and (vi) Investments in securities and instruments of trade creditors or customers in the ordinary course of business and consistent with the past practices that are received in settlement of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; and (f) Investments to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Section 8.04. Section 8.05. Restricted Payments. The Borrower will not, nor will it permit any other Borrower Group Company to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except to the extent such amounts would be permitted to be distributed to or as directed by the Borrower pursuant to section 8 of the Security Agreement, and except that, notwithstanding the foregoing, the Borrower may declare and pay dividends with respect to its Stock payable solely in additional shares of such common stock. Nothing herein shall be deemed to prohibit the payment of dividends or distributions by any Borrower Group Company to the Borrower or other Borrower Group Company or to prohibit any other transaction specifically permitted in the Loan Documents. Section 8.06. Transactions with Affiliates. The Borrower will not, nor will it permit any other Borrower Group Company to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except: (a) transactions between Borrower Group Companies or Asset Owning Entities; (b) investments permitted by Section 8.04; (c) any Restricted Payment permitted by Section 8.05; - 104 - (d) customary fees paid, and customary indemnities provided, to managers and directors of the Borrower Group Companies; (e) the consummation of the Transactions; (f) the entry into and performance of the Servicing Agreement (including the making of any payments to any permitted sub-servicer in accordance with the Servicing Agreement); (g) the entry into with Affiliates and the making of payments under tax sharing agreements (or tax distribution provisions in partnership or similar agreements) containing customary terms and as reasonably approved by the Facility Agent; (h) any Disposition of an Asset that is otherwise in accordance with the terms hereof; and (i) distribution of any funds received by it pursuant to section 8 of the Security Agreement. Section 8.07. Restrictive Agreements. The Borrower will not, nor will it permit any Borrower Group Company to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon: (a) the ability of any Borrower Group Company to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Borrower Group Company to pay dividends or other distributions with respect to any shares of its capital or the ability of any Borrower Group Company to make or repay loans or advances to the Borrower or any of its respective Subsidiaries or to Guarantee Indebtedness of the Borrower or any of its respective Subsidiaries; provided that: (i) the foregoing shall not apply to: (A) restrictions and conditions imposed by law or by this Agreement or related documentation, or (B) customary restrictions and conditions contained in agreements relating to the sale of any property pending such sale; provided that such restrictions and conditions apply only to the property that is to be sold and such sale is permitted under this Agreement; and (ii) paragraph (a) of the foregoing shall not apply to customary provisions in Asset Leases or Loan Assets and other contracts restricting the assignment thereof or the property subject thereto. - 105 - Section 8.08. Operating Covenants. (a) The Borrower will not, or will permit any other Borrower Group Company to, (i) lease or re-lease, sell, assign, transfer or otherwise voluntarily dispose of (including any disposition pursuant to Section 8.09 but excluding any Purchase Option in respect of which a Borrower Group Company does not have any discretion with regards to the exercise of such and excluding any transfer of an Asset pursuant to a forced transfer provision in any Loan Asset), any Asset if after effecting such lease or re-lease, sale, disposition, assignment or transfer (and for these purposes, any lease or re-lease shall be considered to be effected on the date on which the subject leasing or re-leasing commences and any sale, assignment or transfer, or other voluntary disposition shall be considered to be effected on the date on which the sale, assignment or transfer, or other voluntary disposition is completed) a Concentration Breach Event would occur or continue following such lease, re-lease, sale, disposition, assignment or transfer; provided that any lease, re-lease, sale or any voluntary disposition of an Unutilized Asset which improves a current breach of any Concentration Limits (and does not cause a Concentration Breach Event in respect of any of the other Concentration Limits) shall not constitute a breach of this Section 8.08; (ii) at the time of execution of such Lease, lease or re-lease any Owned Asset to a lessee that as of such time is: (A) organized in a Prohibited Jurisdiction; or (B) a Sanctioned Person, unless such Lease is permitted pursuant to a general or specific license, exemption, exception or waiver issued by any applicable Sanctions Authority; (b) The Borrower will not, or permit any other Borrower Group Company to, incur any Capital Expenses, other than Maintenance and Modification Expenses and Capital Expenses for which the Borrower has reserved in accordance with the definition of “Maintenance Reserve Required Amount” drawn from the Maintenance Reserve Account, for the purpose of effecting any optional improvement or modification of any Funded Asset, including the purchase of any Aircraft Engine or parts, unless in the ordinary course of business (including any transitioning or refurbishment of a Funded Asset performed in connection with the proposed leasing or sale of such Funded Asset and including any manufacturer or aircraft authority directive). Notwithstanding the foregoing, any Borrower Group Company may make payments to effect any such optional improvements or modifications to the extent solely funded by an equity contribution or Subordinated Indebtedness or amounts paid at the direction of the Borrower pursuant to section 8.01(a)(xvi) or section 8.01(d)(viii). (c) Unfunded Assets. The Borrower will not, nor will it permit any other Borrower Group Company to (i) own an Unfunded Asset for a period of longer than 60 calendar days, (ii) own or acquire an Unfunded Asset which is subject to any Liens other than Permitted Encumbrances or which would cause the Borrower to breach the covenant set forth at Section 6.15, (iii) acquire an Unfunded Asset while any Event of Default has occurred and is continuing - 106 - (unless contracted to do so before such Event of Default occurred) or at any time other than during the Availability Period, (iv) acquire or own an Unfunded Asset other than (A) if the Borrower intends at the time such Unfunded Asset is acquired that such Unfunded Asset may become a Funded Asset or Additional Collateral or (B) as a result of such Unfunded Asset being released from the Lien of the Security Agreement without yet being subject to a disposition. Section 8.09. Sales of Assets. Except with respect to Dispositions pursuant to Section 10.02(c), without the prior written consent of the Administrative Agent acting on the instructions of the Required Lenders, the Borrower will not, nor will it permit any other Borrower Group Company to, dispose of an Asset or Asset Interest (including by way of an exercise of a Purchase Option that such Borrower Group Company entitled to exercise its discretion freely) to any entity that is not a Borrower Group Company if the aggregate Net Available Proceeds thereof provided in connection therewith shall be less than the Required Prepayment Amount. Section 8.10. Modifications of Certain Documents. (a) The Borrower will not, nor will it permit any other Borrower Group Company to, consent to any modification, supplement or waiver of any of the provisions of the Servicing Agreement without the prior consent of the Facility Agent, acting on the direction of the Required Lenders. (b) Subject to Section 8.10(c) below, the Borrower and the other Borrower Group Companies shall be entitled to amend, modify or supplement any Portfolio Document, and grant any approvals, consents, waivers or similar thereunder without any requirement for consent or approval from the Administrative Agent, the Facility Agent, any Secured Party or any other Person. (c) The prior written consent of the Facility Agent (acting at the direction of the Required Lenders) is required for any amendment, modification, termination, release, cancellation or other change made to, or any approvals, consents, waivers or similar actions are given in respect of, any Portfolio Document which would: (i) reduce scheduled Rental Payments under any Asset Lease; or (ii) reduce scheduled payments of principal or interest under any Loan Asset; provided that (A) this Section 8.10 shall not apply to any amendment relating to the termination or extension of an Asset Lease or Loan Asset in accordance with the Standard of Care, and (B) the request for consent to any such amendment, modification, supplement or waiver required by the terms of this Section 8.10 shall be sent by electronic mail to the Administrative Agent, the Facility Agent and the contacts at each Lender provided by the Administrative Agent (as updated from time to time by each Lender); and if the Required Lenders do not direct the Administrative Agent to definitively respond to a request for consent to any such modification, supplement or waiver within ten Business Days of the date on which such request is received by the Administrative Agent in writing, the Administrative Agent (on behalf of the Required Lenders) shall be deemed to have given its consent to such amendment, modification, supplement or

- 107 - waiver; provided further, that any restructuring of any Lease shall be agreed by the Servicer consistent with the Standard of Care. Section 8.11. Limitation on Business Activities. (a) The Borrower will not, nor will it permit any other Borrower Group Company to, engage in any business or activity other than: (i) performing its obligations under and engaging in activities otherwise permitted by the Loan Documents; (ii) purchasing or otherwise acquiring, owning, holding, converting, maintaining, modifying, managing, operating, leasing, re-leasing, making, advancing and, subject to the limitations set forth in this Agreement, selling or otherwise disposing of an Asset or Unfunded Asset (or related Asset Interest) and entering into all contracts and engaging in all related activities incidental thereto, including, from time to time, accepting, exchanging, holding or permitting any such Borrower Group Company to accept, exchange or hold promissory notes, contingent payment obligations or equity interests, of Obligors or their Affiliates issued in connection with the bankruptcy, reorganization or other similar process, or in settlement of delinquent obligations or obligations anticipated to be delinquent, of such Obligors or their respective Affiliates in the ordinary course of business; (iii) issuing loans to, and guaranteeing or otherwise supporting the obligations and liabilities of any Borrower Group Company; (iv) the incorporation, establishment, formation, organization, purchase, ownership and management of other Borrower Group Companies, acquiring, holding or disposing of shares or other interests therein, or causing the dissolution thereof, subject to the requirements in the Loan Documents; (v) in the case of any Borrower Group Company (other than an intermediate lessor or Owner Trustee), engaging in currency and interest rate exchange transactions for the purposes of avoiding, reducing, minimizing, hedging against or otherwise managing the risk of any loss, cost, expense or liability arising, or which may arise, directly or indirectly, from any change or changes in any interest rate or currency exchange rate or in the price or value of any property or assets of any Borrower Group Company and not for speculative purposes, within limits and with providers specified by the Administrative Agent, including, but not limited to, dealings, whether involving purchases, sales or otherwise, in foreign currency, spot and forward interest rate exchange contracts, forward interest rate agreements, caps, floors and collars, futures, options, swaps and any other currency, interest rate and other similar hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing in each case in accordance with the terms of the Loan Documents; (vi) taking out, acquiring, surrendering and assigning policies of insurance and assurances with any insurance company or companies in the ordinary course of a Borrower Group Company’s business and not for speculative purposes which such Borrower Group Company may think fit and to pay the premiums thereon in each case in accordance with the terms of the Loan Documents; and - 108 - (vii) entering into all contracts and engaging in all related activities incidental to the activities described in this Section 8.11(a). (b) The Borrower will not, nor will it permit any other Borrower Group Company to, employ or maintain any employees other than as required by any provisions of Applicable Law; provided that directors, the institutions acting as Owner Trustees and their employees shall not be deemed to be employees for purposes of this Section. Section 8.12. Limitations on Leases. The Borrower will not, nor will it permit any other Borrower Group Company to, enter into any arrangement with any Person providing for the leasing by any Borrower Group Company or its Subsidiaries of real or personal property except to a Borrower Group Company or to a lessee under an Asset Lease, in each case, in accordance with the provisions of the Loan Documents; provided, however, that a Borrower Group Company may enter into a leasing arrangement with a lessee for an Unfunded Asset. Section 8.13. Non-Petition. Except as contemplated in Section 8.03, the Borrower will not, nor will it permit any other Borrower Group Company to, prior to the date which is one year and one day after the payment in full of all Obligations (other than contingent obligations for which no claim has been made), institute against, or join any other Person in instituting against, the Borrower or any Borrower Group Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law. Section 8.14. Changes in Fiscal Year. None of the Borrower Group Companies will change the last day of its fiscal year from December 31 or the last days of the first three fiscal quarters in each of its fiscal years from the last day of each of March 31, June 30 and September 30, without the prior consent of the Facility Agent, acting on the direction of the Required Lenders. Section 8.15. Investment Company Status. The Borrower will not be required to register or take or permit any action that will cause it to be required to register, as an “investment company” as defined in the Investment Company Act. Section 8.16. Protection of Security Interest of the Lenders. The Borrower shall not, and shall not permit any other Borrower Group Company that is a grantor of a security interest under the Security Agreement to, change its name or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with the Security Agreement seriously misleading within the meaning of § 9-507 of the UCC or other similar laws or change its location for purposes of § 9-307 of the UCC, unless the Borrower shall have given the Administrative Agent and the Security Trustee at least 30 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. Section 8.17. Securities Act. No Borrower or Borrower Group Company shall: (a) issue any obligations that: (i) constitute asset-backed commercial paper, or - 109 - (ii) are securities required to be registered under the Securities Act or that may be offered for sale under Rule 144A of the Securities and Exchange Commission thereunder; (b) issue any other debt obligations or equity interests other than: (i) debt obligations substantially similar to the obligations of the Borrower under this Agreement that are: (A) issued to other banks or asset-backed commercial paper conduits in privately negotiated transactions; and (B) subject to transfer restrictions substantially similar to the transfer restrictions set forth in this Agreement; (ii) debt obligations to any other Borrower Group Company; (iii) debt obligations expressly permitted pursuant to this Agreement and the other Loan Documents; (iv) in respect of the Borrower, equity interests issued to the Pledgor under the terms of the Borrower’s organizational documents; (v) in respect of each Borrower Group Company (other than the Borrower), equity interests issued to its holding company as the date on which it acceded to the Security Agreement which is also a Borrower Group Company under the terms of its organizational documents; and (vi) Subordinated Indebtedness; or (c) Use any of the proceeds of the Loans to buy or carry Margin Stock. ARTICLE IX ACCOUNTS; PRIORITY OF PAYMENTS On or before the Effective Date the Borrower shall cause the Security Trustee to establish on its books and records the Collections Account, the Liquidity Account, the Cash Trap Account, the Maintenance Reserve Account, the Expense Account and the Security Deposit Reserve Account. The balance from time to time in such Accounts shall be subject to withdrawal only as provided in the Security Agreement or each Account Control Agreement. All Collections shall be, when received by any Borrower Group Company, as soon as reasonably practicable thereafter, deposited in the Collections Account, and all cash, Investments and other property in the Collections Account shall be transferred from, or retained in, the Collections Account in accordance with the terms of this Agreement and the Security Agreement and each Account Control Agreement. The Borrower shall be deemed to have made payments required hereunder by application of amounts in the Collections Account in accordance with section 8 of the Security Agreement. - 110 - ARTICLE X EVENTS OF DEFAULT Section 10.01. Events of Default. Each of the events and circumstances set out in Section 10.01(a) to Section 10.01(k) is an Event of Default (each an “Event of Default”). (a) Failure to Pay. The Borrower or any Borrower Group Company: (i) fails to pay any principal on any Loan (including payment of the Amortization Amounts) or any interest on any Loan (including the Interest Amount but excluding any Default Interest Amount), in each case within five Business Days of the same becoming due and payable; (ii) fails to pay any amount not described in (i) above which is due and payable under this Agreement or under any other Loan Document within ten Business Days of the Borrower’s receipt of written notice of such non-payment. (b) Relevant Obligations. The Borrower or any Borrower Group Company shall fail to observe or perform any covenant, condition or agreement applicable to it contained in 6.01 (with respect to corporate existence), 6.03, 6.06 or 6.11; (c) Representations and Warranties. Any material representation or warranty made by a Borrower Group Company in this Agreement or any other Loan Document to which it is a party or by the Pledgor in the Borrower Pledge, shall prove to have been incorrect in a material respect when made, and if capable of remedy, the same shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent has been received by the Borrower. (d) Other Obligations. A Borrower Group Company shall fail to observe or perform in any material respect any material covenant, condition or agreement applicable to it contained in this Agreement (other than those specified in paragraphs (a) to (c)) or any other Loan Document to which it is a party or the Parent shall fail to observe or perform in any material respect any material covenant, condition or agreement applicable to it contained in the Borrower Pledge, and in each case such failure shall continue unremedied for a period of 30 or more days (or five Business Days, in the case of any failure by the Borrower to deliver the Monthly Report by the Monthly Date) after notice of such failure from the Administrative Agent is received by the Borrower; provided that, other than in the case of any failure to deliver the Monthly Report, such 30-day period will be extended an additional 15 days if such failure continues to be capable of being remedied and the Borrower is diligently pursuing such remedy and has certified to the Administrative Agent a description of such the steps the Borrower is taking diligently to pursue such remedy. (e) Involuntary Proceedings. A court having jurisdiction in the premises enters a decree or order for (i) relief in respect of a Borrower Group Member (other than a Non- Significant Subsidiary), under any Applicable Law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law now or hereafter in effect; (ii) appointment of a receiver, liquidator, examiner,

- 111 - assignee, custodian, trustee, sequestrator or similar official of a Borrower Group Member (other than a Non-Significant Subsidiary); or (iii) the winding up or liquidation of the affairs of a Borrower Group Member (other than a Non-Significant Subsidiary) and, in each case, such decree or order shall remain unstayed or such writ or other process shall not have been stayed or dismissed within 90 days from entry thereof. (f) Voluntary Proceedings. A Borrower Group Member (other than a Non- Significant Subsidiary) (i) voluntarily commences a proceeding under any Applicable Law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law now or hereafter in effect, or consents to the entry of an order for relief in any involuntary case under any such law, in respect of a Borrower Group Member (other than a Non-Significant Subsidiary); (ii) consents to the appointment of or taking possession by a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator or similar official of a Borrower Group Member (other than a Non-Significant Subsidiary) or for all or substantially all of the property and assets of a Borrower Group Member (other than a Non- Significant Subsidiary); or (iii) effects any general assignment for the benefit of creditors. (g) Judgments. One or more non-appealable judgments for the payment of money in an aggregate amount in excess of $30,000,000 shall be rendered against one or more Borrower Group Companies by a court of competent jurisdiction and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Borrower Group Company to enforce any such judgment, provided, however, that any such judgments shall not be taken into account in determining whether an Event of Default under this Section 10.01(g) has occurred if and for so long as (i) the amount of such judgment is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer, which shall be rated at least “A” by A.M. Best Company or any similar successor entity, has been notified of, and has not disputed the claim made for payment of, the amount of such judgment. (h) Servicer Events. The appointment of a Servicer as servicer under the Servicing Agreement shall have terminated and a replacement servicer, the identity of whom is reasonably acceptable to the Required Lenders (acting reasonably), has not been appointed within 45 days of such termination. (i) Priority. The Liens created under the Security Documents shall at any time not constitute a valid and first-priority perfected Lien in the relevant jurisdiction on the collateral intended to be covered thereby (to the extent required under the Loan Documents) in favor of the Secured Parties to secure the Obligations, free and clear of all other Liens (other than Permitted Encumbrances) any of the Loan Documents shall for whatever reason be terminated or cease to be in full force and effect, and, if such circumstance described in this clause (i) is a result of an administrative or other ministerial error, a change in Applicable Law, or other circumstance not caused by a Borrower Group Company and is remediable and the Borrower, the applicable Borrower Group Company or the Servicer is diligently pursuing such remedy, such failure shall continue for five Business Days after notice of such failure from the Administrative Agent is received by the Borrower. - 112 - (j) Borrower Change in Control. A Borrower Change in Control shall have occurred. (k) Cessation of Business. WLFC and all of its Affiliates cease to perform the business of aircraft engine leasing. Notwithstanding the foregoing, the foregoing Events of Default set forth in clause (b), (c) or (d) above which is caused by a default or event of default (or similar term) under any relevant Asset Lease Document or Loan Asset Document will not constitute an Event of Default (so long as the Borrower or the Servicer acts consistent with the Standard of Care with respect to such underlying default or event of default), and the occurrence of a default or an event of default (or similar term) under any relevant Asset Lease Document or Loan Asset Document in itself will not constitute an Event of Default. Section 10.02. Remedies. (a) Upon the occurrence of an Event of Default which is continuing (other than an event described in Section 10.01(f) or (g)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower cancel the Commitments and/or declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the Commitments shall be cancelled and/or the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower Group Companies accrued hereunder or under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower Group Company, and in the case of any event described in Section 10.01(f) or (g) the Commitments shall be automatically cancelled and the principal of the Loans then outstanding together with accrued interest thereon and all fees and other obligations of the Borrower Group Companies accrued hereunder or under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower Group Company. In addition, the Administrative Agent may, and at the request of the Required Lenders shall, direct the Security Trustee to exercise any or all rights or remedies provided in the Loan Documents or under applicable law (including the Cape Town Convention). In addition to the foregoing remedies, in the event of a Servicer Termination Event that is continuing, the Administrative Agent shall, at the request of the Required Lenders, replace the Servicer with a Person selected by the Required Lenders. (b) Following an Event of Default, all proceeds from the disposition of Collateral shall be distributed in accordance with section 8 of the Security Agreement. (c) In case of an Event of Default that arises from an act or condition solely affecting one or more Assets or Borrower Group Companies (but not the Borrower), such Event of Default shall be deemed cured if, within 60 days of the occurrence of such Event of Default, the Borrower (as funded by an equity contribution or Subordinated Indebtedness) shall prepay the Required Prepayment Amount for the Loans relating to such Assets or Borrower Group - 113 - Companies and no other Default or Event of Default is continuing or would result therefrom; provided that the Borrower shall transfer its interest in such Borrower Group Companies (which transfer shall not constitute a Disposition) within 60 days following the payment specified above being made. (d) The Borrower may only cure an Event of Default under Section 10.01 that has occurred because the Available Collections Amount is insufficient to make such payments on up to six consecutive and up to 12 cumulative Payment Dates; provided that there is no limitation on the right of the Borrower to cure any shortfalls in the Available Collections Amount relating to power by the hour arrangements or rent deferral arrangements (other than an amendment that reduces scheduled basic rent or principal and interest with respect to an Asset), or on the ability of the Borrower to make principal payments to cure or avoid any mandatory prepayment event, Early Amortization Event, DSCR Cash Trap Event or other event relating to LTV, DSCR or Concentration Breach Event. ARTICLE XI THE ADMINISTRATIVE AGENT AND SECURITY TRUSTEE Section 11.01. Appointment. Each Secured Party does hereby, and by its execution of any Hedging Agreement shall be deemed to, as applicable, irrevocably designate and appoint (i) the Administrative Agent as the agent of such Secured Party under this Agreement and the other Loan Documents, (ii) the Security Trustee to take such action on behalf of the Secured Parties and to exercise such powers and perform such duties as are expressly delegated to it under this Agreement and each other Loan Document to which it is a party, and each Secured Party irrevocably authorizes each Secured Party Representative and (iii) the Facility Agent as the agent of such Secured Party under this Agreement and the other Loan Documents, in such capacity, to take such action on its behalf and to exercise such powers and perform such duties as are expressly delegated to it under the provisions of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each of the Administrative Agent, the Security Trustee and the Facility Agent hereby agrees to and accepts such appointment. Each Secured Party Representative and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Borrower Group Company as though the Administrative Agent or the Security Trustee, as the case may be, were not a Secured Party Representative. With respect to its Loans made or renewed by it, each Secured Party Representative shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not a Secured Party Representative, and the terms “Lender” and “Lenders” shall include each Secured Party Representative in its individual capacity. Section 11.02. Exculpatory Provisions. No Secured Party Representative shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing: - 114 - (a) no Secured Party Representative shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) no Secured Party Representative shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Secured Party Representative is required to exercise in writing by the Required Lenders; and (c) except as expressly set forth herein and in the other Loan Documents, no Secured Party Representative shall have any duty to take any discretionary action or exercise any discretionary powers or have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower Group Company that is communicated to or obtained by such Secured Party Representative or any of its Affiliates in any capacity. No Secured Party Representative shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. No Secured Party Representative shall be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by a Borrower Group Company or to the Security Trustee by the Administrative Agent, as the case may be, and neither Secured Party Representative shall be responsible for or have any duty to ascertain or inquire into: (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith (including recalculating or re-verifying any calculation or information set forth therein); (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein; (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document; or (v) the satisfaction of any condition set forth in Article III or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to such Secured Party Representative. Section 11.03. Reliance. Each Secured Party Representative shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, facsimile, letter, email, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower Group Companies), independent accountants and other experts selected by such Secured Party Representative. The Secured Party Representatives may deem and treat the payee of any Loan as the owner thereof for all purposes unless such Loan shall have been transferred in accordance with Section 12.04 and all actions required by such Section

- 115 - in connection with such transfer shall have been taken. Each Secured Party Representative shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement, or in the case of the Security Trustee, the Administrative Agent) as such Secured Party Representative deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Secured Party Representative shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. Section 11.04. Delegation. Each Secured Party Representative may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel of its own choosing concerning all matters pertaining to such duties and shall not incur any liability in acting in good faith in accordance with any advice from such counsel. No Secured Party Representative shall be responsible for the negligence or misconduct of any agents or attorneys-in fact selected by it with reasonable care. Section 11.05. Resignation of Administrative Agent or Security Trustee. The Administrative Agent may resign as Administrative Agent and the Security Trustee may resign as Security Trustee upon 60 days’ notice to the Lenders, the Hedging Provider, the other Secured Parties and the Borrower. If any such Secured Party Representative shall resign under this Agreement and the other Loan Documents, then the Required Lenders shall appoint a successor representative for the Secured Parties, which successor representative shall be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor representative shall succeed to the rights, powers and duties of such Secured Party Representative, and the term “Administrative Agent” or “Security Trustee,” as the case may be, shall mean such successor representative effective upon such appointment and approval, and such former Secured Party Representative’s rights, powers and duties as such Secured Party Representative shall be terminated, without any other or further act or deed on the part of such former Secured Party Representative or any of the parties to this Agreement or any holders of the Loans. If no successor representative has accepted appointment as such Administrative Agent or Security Trustee, as the case may be, by the date that is 30 days following a retiring Secured Party Representative’s notice of resignation, then the retiring Secured Party Representative may apply to a court of competent jurisdiction for the appointment of a successor Secured Party Representative or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by such Secured Party Representative in connection with such proceeding shall be paid by the Borrower. Upon receipt of the identity of the successor Security Trustee, the Security Trustee shall deliver the Collateral then held under the Loan Documents to the successor Security Trustee. Upon its resignation and delivery of the Collateral as set forth in this Section and appointment of the replacement Security Trustee, the Security Trustee shall be discharged of and from any and all further obligations arising in connection with the Collateral or this Agreement. After any retiring Secured Party Representative’s resignation as Secured Party Representative, the provisions of this Article XI shall inure to its benefit as to any actions - 116 - taken or omitted to be taken by it while it was Secured Party Representative under this Agreement and the other Loan Documents. In the event that Bank of America, N.A. is no longer a Lender, each of the rights and obligations of the Facility Agent shall devolve automatically and without further act by any Person become rights and obligations of the Administrative Agent, who hereby accepts such rights and obligations. Section 11.06. Removal of Administrative Agent or Security Trustee. Subject to the appointment and acceptance of a successor Administrative Agent or Security Trustee as provided below the Required Lenders may remove the Administrative Agent or the Security Trustee at any time, in each case by giving notice thereof to the Lenders, the Borrower and the other of the Administrative Agent or the Security Trustee. Upon any such removal, the Required Lenders shall have the right to appoint a successor Administrative Agent or Security Trustee, which successor Administrative Agent or Security Trustee shall be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent or Security Trustee hereunder by a successor Administrative Agent or Security Trustee, such successor Administrative Agent or Security Trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the removed Administrative Agent or Security Trustee, and the removed Administrative Agent or Security Trustee shall be discharged from its duties and obligations hereunder. After any Administrative Agent’s or Security Trustee’s removal hereunder as Administrative Agent or Security Trustee, the provisions of this Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Security Trustee. Section 11.07. No Representations or Warranties. Each Lender hereby and each Hedging Provider by entering into a Hedging Agreement, as applicable, expressly acknowledges that neither of the Secured Party Representatives nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates have made any representations or warranties to it and that no act by any Secured Party Representative hereafter taken, including any review of the affairs of a Borrower Group Company or any affiliate of a Borrower Group Company, shall be deemed to constitute any representation or warranty by any Secured Party Representative to any Lender and any Hedging Provider. Each Lender hereby and each Hedging Provider by entering into a Hedging Agreement represents to the Secured Party Representatives that it has, independently and without reliance upon any Secured Party Representative or any other Secured Party and based on such documents and information as it has deemed appropriate made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower Group Companies and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also hereby and each Hedging Provider by entering into a Hedging Agreement represents that it will, independently and without reliance upon any Secured Party Representative or any other Secured Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower Group Companies and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders or the Hedging Providers by any Secured Party Representative hereunder or any other Loan Document, no - 117 - Secured Party Representative shall have any duty or responsibility to provide any Lender or any Hedging Provider with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Borrower Group Company or any Affiliate of a Borrower Group Company that may come into the possession of such Secured Party Representative or any of its officers, directors, employees, agents, attorneys in fact or Affiliates. The Administrative Agent and the Security Trustee shall each provide each Lender, the other Secured Party Representative and each Hedging Provider with a copy of all notices, reports and other written communication from any Borrower Group Company. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. Section 11.08. Security Trustee and Administrative Agent. The Security Trustee shall be entitled to payment from the Borrower for fees and expenses for all services rendered by it hereunder as separately agreed to in writing between the Borrower and the Security Trustee (as such fees may be adjusted as agreed from time to time). The obligations contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Security Trustee. (a) The Security Trustee shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder. (b) Any corporation into which the Security Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Security Trustee shall be a party, or any corporation succeeding to the business of the Security Trustee shall be the successor of the Security Trustee hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is - 118 - required by Applicable Law to effect such succession, anything herein to the contrary notwithstanding. (c) Whenever in the administration of the provisions of this Agreement or the other Loan Documents the Security Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Security Trustee, be deemed to be conclusively proved and established by a certificate signed by one of Borrower’s or the Administrative Agent’s officers, and delivered to the Security Trustee and such certificate, in the absence of gross negligence or willful misconduct on the part of the Security Trustee, shall be full warrant to the Security Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof. (d) Whenever, in the course of performing its duties pursuant to this Agreement or any of the Loan Documents, the Security Trustee is required to give its consent or direction or otherwise make a determination under any Loan Documents, it is understood and agreed that in all such instances it shall only provide such consent, direction or determination upon receipt of a written direction received from the Administrative Agent (subject to Section 12.02), and may conclusively rely and shall be fully protected in relying upon such direction. Notwithstanding anything herein or in the Loan Documents to the contrary, the Security Trustee shall be fully protected in refraining from giving such consent or direction in the absence of the direction of the Administrative Agent. (e) The parties hereto acknowledge that for purposes of applicable local law, the Security Trustee is required to execute certain Security Documents in its individual capacity, but always for the benefit of the Secured Parties. This notwithstanding, the parties hereto agree that with regard to such Security Documents, the Security Trustee shall be subject to the duties and responsibilities of the Security Trustee and shall be entitled to the rights, protections, exculpations, benefits and indemnities set forth in this Agreement. (f) When the Security Trustee acts on any information, instructions or communications (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent in accordance with Section 12.01, the Security Trustee, absent gross negligence, willful misconduct or breach in bad faith, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the Borrower or Administrative Agent or is not in the form the Borrower and Administrative Agent sent or intended to send (whether due to fraud, distortion or otherwise). The Borrower shall indemnify the Security Trustee against any loss, liability, claim or expense (including legal fees and expenses) it may incur with its acting in accordance with any such communication. (g) In no event shall the Security Trustee or the Administrative Agent be liable: (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Borrower or the Administrative Agent or any entity acting on behalf of the Borrower or the Administrative Agent;

- 119 - (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated; (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by it with due care; (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays; or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only to the extent of direct money damages, and in each case only if caused by the Security Trustee’s gross negligence or willful misconduct. (h) Neither the Security Trustee nor the Administrative Agent shall incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Security Trustee or the Administrative Agent (as applicable) (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (i) The Security Trustee shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited under any Loan Document, or for any description therein, or for the identity or authority of Persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. The Security Trustee shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Loan Document. (j) The Security Trustee shall not be under any duty to give the Collateral held by it under the Loan Documents any greater degree of care than it gives its own similar property and shall not be required to invest any funds held by it except as directed in accordance with any Account Control Agreement and the Security Agreement. Uninvested funds held by the Security Trustee shall not earn or accrue interest, and the Security Trustee shall incur no liability for any investment losses. (k) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Trustee under any Loan Document, the Security Trustee may, in its sole discretion, refrain from taking any action other than to retain possession of the Collateral, unless the Security Trustee receives written instructions, signed by the Administrative Agent, which eliminate such ambiguity or uncertainty. (l) In the event of any dispute between or conflicting claims among the Borrower, the Administrative Agent and any other Person or entity with respect to any Collateral, the Security Trustee shall be entitled, in its sole discretion, to refuse to comply with any and all - 120 - claims, demands or instructions with respect to such Collateral so long as such dispute or conflict shall continue, and the Security Trustee shall not be or become liable in any way for failure or refusal to comply with such conflicting claims, demands or instructions. The Security Trustee shall be entitled to refuse to act until, in its sole discretion, either: (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Security Trustee; or (ii) the Security Trustee shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses (including by way of liability to the other Secured Parties) which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Security Trustee, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. The Security Trustee shall be entitled to act on such court order and legal opinions without further question. The Security Trustee may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceeding and any legal opinions shall be paid by the Borrower. ARTICLE XII MISCELLANEOUS Section 12.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) of this Section), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by email, as follows: (i) If to the Borrower or any of its Subsidiaries, to it: c/o Willis Lease Finance Corporation 60 East Sir Francis Drake Boulevard Suite 209 Larkspur, CA 94939 Attn: General Counsel Telephone No.: (415) 408-4732 Facsimile No.: (415) 408-4701 Email: dpoulakidas@willislease.com - 121 - (ii) if to the Facility Agent, to Bank of America, N.A. One Bryant Park Attn: Bradley Sohl New York, NY 10036 Telephone: (646) 855-2050 E-mail: brad.sohl@bofa.com (iii) if to the Administrative Agent or Security Trustee, to Bank of Utah 50 South 200 East, Suite 110 Salt Lake City, UT 84111 Attention: Corporate Trust Telephone: (801) 924-3690 Facsimile: (801) 924-3630 E-mail: corptrust@bankofutah.com (iv) if to any Lender, to the Administrative Agent. (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless otherwise provided, if the date a notice or other communication is required to be delivered or furnished is not a Business Day, such notice of other communication may be delivered or furnished on the next succeeding Business Day. (c) Any party hereto may change its addresses and other information for notices and other communications hereunder by notice to the other parties hereto (or, in the case of any such change by a Lender, by notice to the Borrower and the Administrative Agent). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. (d) Upon receipt by it of any report, financial statement or other notice hereunder, the Administrative Agent will promptly send such report, financial statement or other notice to the Lenders in accordance with the instructions given to it by the Lenders. Section 12.02. Waivers; Amendments. (a) No Deemed Waivers; Remedies Cumulative. No failure or delay by the Administrative Agent, Security Trustee, the Facility Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of - 122 - 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. The rights and remedies of the Secured Party Representatives and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Secured Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Secured Party Representative or any Lender may have had notice or knowledge of such Default at the time. (b) Amendments. Neither this Agreement or any Loan Document, nor any terms hereof or thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this Section 12.02 or Section 2.19. The Required Lenders and each Borrower Group Company party to the relevant Loan Document may, or (with the written consent of the Required Lenders) the Secured Party Representatives and each Borrower Group Company party to the relevant Loan Document may (provided that with respect to this Agreement, no amendment, supplement, waiver or other modification hereto shall require the consent of any Borrower Group Company other than the Borrower): (i) enter into written amendments, supplements or modifications hereto and thereto (including amendments and restatements hereof or thereof) for the purpose of adding any provisions to this Agreement or any Loan Document or changing in any manner the rights of the Lenders or of the Secured Parties hereunder or thereunder; or (ii) waive, on such terms and conditions as may be specified in the instrument of waiver, any of the requirements of this Agreement or any Loan Document or any Default or Event of Default and its consequences, provided, however, that no such waiver and no such amendment, supplement or modification shall: (A) increase the Commitment or outstanding Loans of any Lender without the written consent of such Lender; (B) reduce or forgive the principal amount or extend the final scheduled date of maturity of any Loan, alter the amount of Loans that may be borrowed with respect to each Owned Asset or in the aggregate, extend the scheduled date of any amortization payment in respect of any Loan, change the stated rate of any interest or fee payable under this Agreement or any other Loan Document other than interest payable at the Default Rate, in each case, without the written consent of each Designated Lender (or in the case of a fee, each Lender to whom (or to whose Conduit Lender) such fee is payable); (C) change Section 2.15(b) or (c) or section 8 of the Security Agreement, in a manner that would alter the pro rata allocation of obligations or pro rata sharing of payments required thereunder, without the prior written consent of each Lender;

- 123 - (D) change any of the provisions of this Section or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender; (E) release all or substantially all of the Collateral without the prior written consent of each Secured Party, in each case, other than in connection with a Disposition permitted hereunder or as permitted in section 10.14 of the Security Agreement or otherwise permitted under the relevant Loan Document; (F) amend, modify or otherwise affect the rights or duties of any Secured Party Representative hereunder without the prior written consent of such Secured Party Representative; (G) change, amend, modify or waive any provision of section 8.01 of the Security Agreement without the prior written consent of each Secured Party adversely affected thereby. (c) Replacement of Non-Consenting Lenders. If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by paragraph (b) of this Section, the consent of the Required Lenders is obtained but the consent of one or more of the other Lenders whose consent is required is not obtained, then (so long as no Event of Default has occurred and is continuing) the Borrower shall have the right, at their sole cost and expense, to replace each such non-consenting Lender or Lenders with one or more replacement Lenders by requiring such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Required Lenders (excluding the non-consenting Lenders), (ii) such non-consenting Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder or under any other Loan Document, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts including, without limitation, Break Funding Payments), (iii) the Borrower has identified a replacement Lender; and (iv) each such replacement Lender consents to the proposed change, waiver, discharge or termination. (d) Defaulting Lenders. (i) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: (A) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders. - 124 - (B) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 3.01 and Section 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments under this Agreement. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (C) Certain Fees. No Defaulting Lender shall be entitled to receive any Unused Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). (ii) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments under this Agreement, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will - 125 - constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (e) Schedules. For the avoidance of doubt, the Borrower may, in connection with any Loan, without the consent of any Lender or the Administrative Agent, deliver an updated Schedule II. Section 12.03. Expenses; Indemnity; Damage Waiver. (a) Costs and Expenses. The Borrower agree to pay: (i) all reasonable out of pocket expenses incurred by the Secured Party Representatives, the Lenders, and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for each Secured Party Representative and the Lenders in connection with the documentation of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof, subject to any caps separately agreed; (ii) all out of pocket expenses incurred by either Secured Party Representative or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Security Trustee or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including in connection with any workout, restructuring or negotiations in respect thereof; and (iii) all costs, expenses, assessments and all other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by (and only to the extent required by) any Security Document. This Section 12.03(a) shall not apply to Taxes, which for the avoidance of doubt are dealt with solely under Section 2.14. (b) Indemnification by the Borrower. The Borrower agrees to indemnify the Administrative Agent, the Security Trustee, each Hedging Provider and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable expenses (excluding Taxes, which for the avoidance of doubt are dealt with solely under Section 2.14), including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of: (i) the execution or delivery of this Agreement, the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby; - 126 - (ii) any Loan or the use of the proceeds therefrom or any payments that the Administrative Agent or Security Trustee is required to make in connection with the performance of its duties hereunder; (iii) the possession, use, ownership, operation, condition, manufacture, design, registration and maintenance of any Owned Asset; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) Reimbursement by Lenders. To the extent that the Borrower fail to pay any amount required to be paid by it to the Administrative Agent or the Security Trustee under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Security Trustee, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or Security Trustee, as the case may be, in its capacity as such. (d) Waiver of Consequential Damages, Etc. To the extent permitted by Applicable Law, no Borrower Group Company shall assert, and each Borrower Group Company hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) Payments. All amounts due under this Section shall be payable promptly after written demand therefor. Section 12.04. Successors and Assigns. (a) Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, each Indemnitee) any legal or equitable right, remedy or claim under or by reason of this Agreement.

- 127 - (b) Assignments by Lenders. (i) Each Lender may, at any time, assign all or any portion of its Loans and/or its Commitments to any Eligible Assignee (other than any natural person); provided that (A) if such assignment occurs during the Availability Period, and no Event of Default has occurred and is continuing, and the assignee is not a Person that is already a Lender or an Affiliate of a Lender, such assigning Lender shall have obtained the Borrower’s prior written consent (not to be unreasonably conditioned, withheld or delayed) and (B) such sale, assignment or transfer shall not have an adverse tax consequence, increased cost or other increase in obligations, measured as of the date of such sale, assignment or transfer on any member of the Borrower Group Company. (ii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iii) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee or transferee thereunder shall be a party hereto and, to the extent of the interest assigned or transferred by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement. No Borrower Group Company shall be obliged to make any payment to such assignee or transferee in an amount greater than it would have had to make or perform any increased obligation that it would not have suffered or incurred had such assignment or transfer not taken place based on Applicable Laws, rules or regulations existing at the time of such assignment or transfer. An assigning or transferring Lender thereunder shall, to the extent of the interest assigned or transferred by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning or transferring Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 2.12, Section 2.14 and Section 12.03 with respect to facts and circumstances occurring prior to the effective date of such assignment or transfer. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 12.04. (iii) The Security Trustee shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, Secured Party Representative and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The assignment or transfer of a Loan shall only be effective following registration of such assignment or transfer on the Register. The Register is intended to cause each Loan and other obligation hereunder to be in “registered form” within the meaning of Section 5f.103-1(c) of the Treasury Regulations and Section 1.163-5(b) of the proposed Treasury Regulations and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. - 128 - (iv) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning or transferring Lender and an assignee or transferee, the processing and recordation fee in the amount of $2,500 (provided, however, that the Security Trustee may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment or transfer) and any written consent to such assignment or transfer required by paragraph (b)(ii)(A) of this Section, the Security Trustee shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment or transfer shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (v) Notwithstanding anything to the contrary in this Section 11.03, any Conduit Lender may, with notice to, but without the prior written consent of, the Borrowers or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender. (c) (i) Following the Closing Date, any Lender may, with notice to the Borrower, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Loans owing to it); provided that: (A) such Participant must be an Eligible Assignee (excluding, for the purposes of this clause (A), clauses (d)(A) through (d)(C) of the definition of Eligible Assignee); (B) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged; (C) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (D) the Borrower, the Security Trustee, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 12.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.15(c) as though it were a Lender. - 129 - (ii) Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant: (A) except to the extent (if any) such Participant would have been so entitled pursuant to this Agreement if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b); or (B) unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14 as though it were a Lender. (iii) Participant Register. In the event that any Lender grants a participation in a Loan, such Lender shall maintain a register, acting solely for this purpose as an agent of the Borrower, on which it enters the name and address of all participants in the Loans held by it and the principal amounts of (and stated interest on) the portions of the Loans which are the subjects of the participations (the “Participant Register”). A Loan may be participated in whole or in part only by registration of such participation on the Participant Register; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in rights and obligations under this Agreement and the other Loan Documents (including the portion of the Loans owning to it)) other than to the Borrower (to the extent notification of the participation is made to such Person(s) pursuant to the above provisions) except to the extent that such disclosure is necessary to establish that such participation interest is in registered form under Section 5f.103-1(c) of the Treasury Regulations and Section 1.163- 5(b) of the proposed Treasury Regulations. (d) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 12.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Section 12.05. Limited Recourse. Each Borrower Group Company’s liability under the Loan Documents and each Secured Party’s recourse to each Borrower Group Company under the Loan Documents shall be limited to amounts recovered by the Security Trustee in enforcing the security constituted by the Security Documents and each Secured Party agrees that it shall not have recourse under the Loan Documents to any of the Borrower Group Company’s other assets. The obligations of each Borrower Group Company under the Loan Documents are solely the corporate obligations of such Borrower Group Company and no person or entity (including, without limitation, each Secured Party) shall have any recourse against any director or officer of any Borrower Group Company in respect of any obligation, covenant, indemnity, representation - 130 - or agreement made or given by such Borrower Group Company pursuant to the Loan Documents or any notice or document which such Borrower Group Company is requested to deliver pursuant to the provisions of the Loan Documents. Without prejudice to the rights of the Secured Parties under the Security Documents, no Secured Party will until the expiry of one year and one day after the payment of all sums outstanding and owing under the latest maturing Loan, take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re- organization or for the appointment of a receiver, administrator, administrative receiver, bankruptcy trustee, liquidator, sequestrator or similar officer of any Borrower Group Company, or against any of the revenues and assets of any Borrower Group Company; provided, however, that nothing shall prevent any party hereto from otherwise participating in such bankruptcy or other proceeding instituted by any other Person. Section 12.06. Survival. All covenants, agreements, representations and warranties made by the Borrower Group Companies herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans. The provisions of Sections 2.12, 2.14, 2.19, 12.02 and 12.06 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof. Section 12.07. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loans Documents and any separate letter agreements covering fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 3.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. Delivery of an executed counterpart of a signature page to this Agreement by email shall be effective as delivery of a manually executed counterpart of this Agreement. Section 12.08. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Section 12.09. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Borrower Group

- 131 - Company against any of and all the obligations of any Borrower Group Company now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over promptly to the Administrative Agent for further application in accordance with the provisions of Section 12.02(d) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Section 12.10. Governing Law; Jurisdiction; Service of Process; Etc. (a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York. (b) Submission to Jurisdiction. Each Borrower Group Company hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the other Loan Documents shall affect any right that the Administrative Agent, Security Trustee or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or the other Loan Documents against any Borrower Group Company, WLFC or its respective properties in the courts of any jurisdiction. (c) Process Agent. Each Borrower Group Company that is not incorporated or otherwise organized in a state of the United States, if any from time to time, hereby agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon the Servicer (the “Process Agent”), and each such Borrower Group Company hereby confirms and agrees that the Process Agent shall be duly and irrevocably appointed as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, process and summonses in favor of such process agent, and agrees that the failure of the Process Agent to give any notice of any such service of process to any Borrower Group Company shall not impair or affect the validity of such service or of any judgment based thereon. Each Borrower Group Company hereby further irrevocably consents to the service of process in any suit, action or proceeding in such courts by the mailing thereof by the Administrative Agent, Security Trustee or any Lender by registered or certified mail, postage prepaid, at its address for notices set forth in Section 12.01. - 132 - (d) Waiver of Venue. Each Borrower Group Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document brought in court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. (e) Other Service. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Section 12.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Section 12.12. No Immunity. To the extent that any Borrower Group Company may be or become entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement or any other Loan Document, to claim for itself or its properties or revenues any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, execution of a judgment or from any other legal process or remedy relating to its obligations under this Agreement or any other Loan Document, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), each Borrower Group Company hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction. Section 12.13. Judgment Currency. This is an international loan transaction in which the specification of Dollars and payment in New York City is of the essence, and the obligations of the Borrower under this Agreement to make payment to (or for account of) a Lender or Secured Party Representative in Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any other currency or in another place except to the extent that such tender or recovery results in the effective receipt by such Lender or Secured Party Representative in New York City of the full amount of Dollars payable to such Lender or Secured Party Representative under this Agreement. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency (in this Section called the “judgment currency”), the rate of exchange that shall be applied shall be that at which in accordance with normal banking procedures the Administrative - 133 - Agent could purchase such Dollars at the principal office of the Administrative Agent in New York City with the judgment currency on the Business Day next preceding the day on which such judgment is rendered. The obligations of the Borrower in respect of any such sum due from them to the Administrative Agent, the Security Trustee, or any Lender hereunder or under any other Loan Document (in this Section called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the judgment currency such Entitled Person may in accordance with normal banking procedures purchase and transfer Dollars to New York City with the amount of the judgment currency so adjudged to be due; and the Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in Dollars, the amount (if any) by which the sum originally due to such Entitled Person in Dollars hereunder exceeds the amount of the Dollars so purchased and transferred. Section 12.14. Use of English Language. This Agreement has been negotiated and executed in the English language. All certificates, reports, notices and other documents and communications given or delivered pursuant to this Agreement (including any modifications or supplements hereto) shall be in the English language or accompanied by a certified English translation thereof. In the case of any document originally issued in a language other than English, the English language version of any such document shall for purposes of this Agreement, and absent manifest error, control the meaning of the matters set forth therein. Section 12.15. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. Section 12.16. Confidentiality. Each of the Facility Agent, the Administrative Agent, the Security Trustee and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed: (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory organization); (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies under any Loan Document or any suit, action or proceeding relating to any Loan Document or the enforcement of rights hereunder or thereunder; - 134 - (f) subject to an agreement containing provisions substantially the same as those of this Section, to: (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement; or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations; (g) to any rating agency that rates a Conduit Lender’s obligations or any credit enhancer to any commercial paper conduit, to the extent necessary in connection with obtaining or maintaining such rating (including, in the case of disclosure to a rating agency, by means of a password protected internet website maintained in connection with Rule 17g-5); (h) to any Support Party or actual or potential subordinated investor in, or first loss equity provider to, any Conduit Lender or Support Party, subject to an agreement from such Person containing provisions substantially the same as those of this Section; (i) with the consent of the Borrower; or (j) to the extent such Information: (i) becomes publicly available other than as a result of a breach of this Section 12.16; or (ii) becomes available to such Person (being the Administrative Agent, Security Trustee or Lender) or any of its Affiliates on a non-confidential basis from a source other than the Borrower that, to the knowledge of such recipient, is not providing such Information in breach of any duty or obligation of confidentiality. For purposes of this Section, “Information” means all information received from the Servicer, WLFC, the Borrower or any of its Subsidiaries relating to the Servicer, WLFC, the Borrower or any of its Subsidiaries or any of their respective businesses or assets, other than any such information that is available to the relevant Person (being the Facility Agent, the Administrative Agent, the Security Trustee or a Lender) on a non-confidential basis prior to disclosure by the Servicer, WLFC, the Borrower or any of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Section 12.17. USA PATRIOT Act. (a) Each Lender and Secured Party Representative hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the names

- 135 - and addresses of the Borrower and other information that will allow such Lender or Secured Party Representative to identify the Borrower in accordance with said Act. (b) In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act (the “Compliance Regulations”), the Administrative Agent is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Administrative Agent. Accordingly, each of the parties agree to provide to the Administrative Agent, upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Administrative Agent to comply with the Compliance Regulations. Section 12.18. Contractual Recognition of Bail-In. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority. Section 12.19. Acknowledgment Regarding Any Supported QFCs. (a) Acknowledgments. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding - 136 - that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): (i) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. (ii) In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that the rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. (b) Definitions. As used in this Section 12.19, the following terms have the following meanings: “BHC Act Affiliate” of any party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. §1841(k)) of such party. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b). “Covered Party” means any Covered Entity that is party to a Supported QFC. “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §252.81, 47.2 or 382.1, as applicable. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. §5390(c)(8)(D). Section 12.20. No Proceedings. Each party hereto hereby agrees that it will not institute, and each Borrower agrees that it will not permit any Asset Subsidiary to institute, against any Conduit Lender, or join any other Person in instituting against any Conduit Lender, any bankruptcy, reorganization, insolvency, receivership, arrangement, liquidation or similar - 137 - proceeding in any jurisdiction from the Closing Date until one year plus one day following the last day on which all commercial paper notes and other publicly or privately placed indebtedness for borrowed money of such Conduit Lender shall have been indefeasibly paid in full. The provisions of this Section 12.20 shall survive the termination of this Agreement. Section 12.21. Limited Recourse to Conduit Lenders. No recourse under any obligation, covenant or agreement of a Conduit Lender as contained in any Loan Document shall be had against any incorporator, stockholder, administrator, member, affiliate, officer, employee, manager or director of a Conduit Lender (other than the related Designated Lender), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each Conduit Lender contained in any Loan Document are solely corporate or limited liability company obligations of such Conduit Lender and that no personal liability whatsoever shall attach to or be incurred by the incorporators, stockholders, administrators, members, affiliates, officers, employees, managers or directors of such Conduit Lender, under or by reason of any of the respective obligations, covenants or agreements of such Conduit Lender (other than the related Designated Lender) contained in any Loan Document, or implied therefrom, and that any and all personal liability of every such incorporator, stockholder, administrator, member, affiliate, officer, employee, manager or director of such Conduit Lender (other than the related Designated Lender) with respect to any such obligation, covenant or agreement (including arising out of any breach thereof by such Conduit Lender), which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement. Notwithstanding anything contained in this Agreement herein, but without limiting the liability and obligation of the related Designated Lender for all such amounts and other obligations that would otherwise be payable by such Conduit Lender, no Conduit Lender shall have any obligation to pay any amount required to be paid by it hereunder, unless it has received such amounts from payments on the Loans. In addition, but without limiting the liability and obligation of the related Designated Lender for all such amounts and other obligations that would otherwise be payable by such Conduit Lender, all payment obligations of a Conduit Lender hereunder are contingent upon the availability of funds received by it from payments on the Loans in excess of the amounts necessary to pay commercial paper, and each party hereto agrees that it shall not have a claim under Section 101(5) of the United States Bankruptcy Code or any similar law in any other jurisdiction against such Conduit Lender unless the amounts received by it of payments on the Loans are sufficient to pay such amounts and any such payment obligation exceeds the amount available to a Conduit Lender to pay such amounts after paying or making provision for the payment of its commercial paper and related amounts. The provisions of this Section 12.21 shall survive the termination of this Agreement. [Signature pages to follow] - 138 - IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers or representatives as of the day and year first above written. WILLIS WAREHOUSE FACILITY LLC, as the Borrower By: /s/ Scott B. Flaherty Name: Scott B. Flaherty Title: Manager

- 139 - BANK OF UTAH, not in its individual capacity, but solely as Security Trustee By: /s/ Joseph H. Pugsley Name: Joseph H. Pugsley Title: Vice President - 140 - BANK OF UTAH, not in its individual capacity, but solely as Administrative Agent By: /s/ Joseph H. Pugsley Name: Joseph H. Pugsley Title: Vice President - 141 - BANK OF AMERICA, N.A., as Facility Agent By: /s/ Andrew Cantillon Name: Andrew Cantillon Title: Director - 142 - BANK OF AMERICA, N.A., as a Lender By: /s/ Andrew Cantillon Name: Andrew Cantillon Title: Director

- 143 - BNP PARIBAS, as a Lender By: /s/ Timothy McNally Name: Timothy McNally Title Director By: /s/ Ahsan Avais Name: Ahsan Avais Title Director - 144 - CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender By: /s/ Leo Burrell Name: Leo Burrell Title MD By: /s/ Richard McBride Name: Richard McBride Title Director - 145 - WELLS FARGO BANK, N.A., as a Lender By: /s/ William R. Eustis Name: William R. Eustis Title Managing Director - 146 - MUFG BANK, LTD., as a Lender By: /s/ Aqmar Chowdhury Name: Aqmar Chowdhury Title Director

Schedule I-1 SCHEDULE I COMMITMENTS AND LENDERS Name of Designated Lender Name of Conduit Lender Lending Office Total Commitment Applicable Percentage(1) Bank of America, N.A. N/A North Carolina $115,000,000 23% BNP Paribas N/A New York $115,000,000 23% Crédit Agricole Corporate and Investment Bank La Fayette Asset Securitization LLC New York $90,000,000 18% Wells Fargo Bank, N.A. N/A North Carolina $90,000,000 18% MUFG Bank, Ltd. N/A New York $90,000,000 18% TOTAL $500,000,000 100.00% (1) Percentages rounded to second decimal; may not equal 100% due to rounding. Schedule II-1 SCHEDULE II BORROWER GROUP COMPANIES Borrower Group Company Authorized Nature of Ownership Interest Number / Percent of Outstanding Ownership Interests Name of Each Owner of Applicable Ownership Interest Willis Warehouse Facility LLC Membership Interest 100% Membership Interest Willis Lease Finance Corporation Schedule III-1 SCHEDULE III FORM OF ASSIGNMENT AND ACCEPTANCE Assignment and Acceptance Agreement This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Assignor as contemplated below: (a) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the Credit Agreement; and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to paragraph (a) above (the rights and obligations sold and assigned pursuant to paragraphs (a) and (b) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor. 1. Assignor: [____________], as a Lender 2. Assignee: [______________________________] 3. Assignee’s Lending Office [______________________________] 4. Borrower: Willis Warehouse Facility LLC 5. Administrative Agent: Bank of Utah, as Administrative Agent under the Credit Agreement Schedule III-2 6. Credit Agreement: The $500,000,000 Secured Credit Agreement dated as of May 3, 2024 among, among others, Willis Warehouse Facility LLC as borrower, the lenders party thereto as Lenders, Bank of Utah, not in its individual capacity, but solely as Security Trustee and Administrative Agent, and Bank of America, N.A., as Facility Agent. 7. Assigned Interest: Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans1 $ $ % $ $ % $ $ % Effective Date: _____________ ___, 20__ The terms set forth in this Assignment and Acceptance are hereby agreed to: ASSIGNOR NAME OF ASSIGNOR, as Lender By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Schedule III-3 Consented to and Accepted: Bank of Utah as Administrative Agent By Title: [Consented to: Willis Warehouse Facility LLC, as the Borrower By Title:]2 2 Insert only if required by terms of Credit Agreement. Schedule III-4 ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE 1. Representations and Warranties. 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunder, (iii) the financial condition of the Borrower, any of its respective Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by the Borrower, any of its respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement. 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (v) attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments to the Assignee. 3. General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall Schedule III-5 constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. Schedule IV-1 SCHEDULE IV FORM OF LOAN REQUEST LOAN REQUEST [__________] [_], 20 [_] Bank of Utah as Administrative Agent 50 South 200 East, Suite 110 Salt Lake City, UT 84111 E-mail: corptrust@bankofutah.com Attention: Joseph H. Pugsley Bank of Utah as Security Trustee 50 South 200 East, Suite 110 Salt Lake City, UT 84111 E-mail: corptrust@bankofutah.com Attention: Joseph H. Pugsley Ladies and Gentlemen: 1. Reference is made to the Secured Credit Agreement (as amended, the “Credit Agreement”) dated as of May 3, 2024 among, among others, Willis Warehouse Facility LLC, as Borrower, the lenders party thereto, as Lenders, Bank of Utah, as Security Trustee, Bank of Utah, as Administrative Agent, and Bank of America, N.A., as Facility Agent. Terms defined in the Credit Agreement are used herein as defined therein. 2. This Loan Request is delivered to you pursuant to Section 2.03 of the Credit Agreement. Pursuant to Section 2.03 of the Credit Agreement, the undersigned, as Borrower, hereby gives you irrevocable notice that the undersigned hereby requests a Loan/Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Loan/Loans: (a) The aggregate principal amount of the proposed Loan/Loans is $_______. The Annex hereto sets out the Assets in respect of which this Loan Request is made and the aggregate principal of each Loan in respect of each Asset requested. (b) The Borrower requests that the proposed Loan/Loans be advanced to the following account on [date]: [_] 3. The Borrower agrees that making of the Loans described in this Loan Request is contingent on satisfaction of the conditions precedent in Section 3.02 of the Credit Agreement and represents

Schedule IV-2 and warrants to its Actual Knowledge that the information contained in the Annexes to this Loan Request is true and accurate. Very truly yours, Willis Warehouse Facility LLC By: Title: Schedule IV-3 ANNEX ASSET SCHEDULE 1. Basic Asset Information Asset Aircraft Equipment Manufacturer, Model and Manufacturer’s Serial Number Principal Requested ($) Initial Appraised Value of Aircraft Equipment [Outstanding principal balance of Loan Asset as of Cut- Off Date ($)] [_] [_] [_] [_] 2. Stock Asset Information [Details of the Asset Owning Entity and the amount of stock to be acquired if an Asset Interest is being acquired] 3. Asset Owning Entities [Details of the Asset Owning Entity] Schedule V-1 SCHEDULE V CONCENTRATION LIMITS Category Concentration Limit(1) Asset type [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Lessee [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Region(2) [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] (1) All amounts to be tested are the percentage equivalent of the fraction where the numerator is the aggregate outstanding Loan amounts relating to Asset falling into the relevant category and Schedule V-2 the denominator is (i) during the Availability Period, the Maximum Loan Amount and (ii) after the Availability Period, the aggregate outstanding principal amount of all Loans then outstanding. (2) The designation of regions is set out below. (3) Up to [*]% if [*], [*] and [*] comprise, in the aggregate, over 15%. Region Country Emerging South and Central America Argentina, Bahamas, Barbados, Bermuda, Brazil, Cayman Islands, Chile, Colombia, Costa Rica, El Salvador, Guatemala, Jamaica, Mexico, Panama, Peru and Trinidad & Tobago Western Europe European Union (excluding Bulgaria, Hungary and Poland), Iceland, Norway, Switzerland and the United Kingdom Eastern Europe Bulgaria, Hungary, Kazakhstan, Moldova, Poland and Turkey Africa & Middle East Algeria, Bahrain, Egypt, Ethiopia, Israel, Jordan, Kenya, Kuwait, Morocco, Nigeria, Oman, Qatar, Saudi Arabia, Senegal, South Africa, Tunisia and United Arab Emirates Developed APAC Australia, Cambodia, Hong Kong, Japan, New Zealand, Singapore and South Korea Emerging APAC China, Guam, India, Indonesia, Macau, Malaysia, Pakistan, Philippines, Sri Lanka, Taiwan, Thailand and Vietnam Undesignated All other countries Emerging Algeria, Argentina, Bahamas, Bahrain, Bangladesh, Barbados, Bermuda, Brazil, Bulgaria, Burma, Cayman Islands, Chile, China, Colombia, Costa Rica, Egypt, El Salvador, Ethiopia, Guam, Guatemala, India, Indonesia, Israel, Jamaica, Jordan, Kazakhstan, Kenya, Kuwait, Macau, Malaysia, Mexico, Morocco, Nigeria, Oman, Pakistan, Panama, Peru, Philippines, Qatar, Saudi Arabia, Senegal, South Africa, Sri Lanka, Taiwan, Thailand, Trinidad & Tobago, Tunisia, United Arab Emirates, Venezuela and Vietnam

Schedule VI-1 SCHEDULE VI FORM OF PROMISSORY NOTE PROMISSORY NOTE No. [_] New York, New York $ [_] [Effective Date] 1. [_] (the “Borrower”) hereby promises to pay to [_] (the “Lender”), or registered assigns or transferees, the principal sum of US$[_], or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to Borrower pursuant to that certain Secured Credit Agreement (as amended, the “Credit Agreement”) dated as of May 3, 2024 among, among others, the Borrower, Bank of Utah as security trustee (the “Security Trustee”), Bank of Utah, as administrative agent, Bank of America, N.A., as facility agent and certain lenders named therein, payable in full on the Final Repayment Date, together with interest on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until such principal amount is paid in full. The applicable interest rate for the Loans evidenced by this Promissory Note can vary in accordance with the definition of “Term SOFR” in the Credit Agreement. Interest shall accrue with respect to each Interest Period at the rate calculated in accordance with Section 2.10(a) of the Credit Agreement in effect for such Interest Period and shall be payable in arrears on each Payment Date and on the date this Promissory Note is paid in full. This Promissory Note shall bear interest at the rate calculated pursuant to Section 2.10(b) of the Credit Agreement on any principal hereof, and, to the extent permitted by Applicable Law, interest and other amounts due hereunder, not paid when due (whether at stated maturity, by acceleration or otherwise), for any period during which the same shall be overdue, payable on demand by the Security Trustee. 2. Interest shall be payable with respect to the first but not the last day of each Interest Period and shall be payable from (and including) the date of the Drawdown Date applicable thereto or the immediately preceding Payment Date, as the case may be, to (and excluding) the next succeeding Payment Date and shall be due in respect of such period on such succeeding Payment Date. Interest shall be calculated on the basis of a year of 360 days and actual number of days elapsed. 3. All payments of principal and interest and other amounts to be made to the Lender or under the Credit Agreement (as amended or supplemented from time to time) shall be made in accordance with the terms of the Credit Agreement. 4. Principal and interest and other amounts due hereon shall be payable in Dollars in immediately available funds prior to 11:00 a.m., New York time, on the date when due to the Security Trustee and the Security Trustee shall, subject to the terms and conditions of the Credit Agreement, apply such amounts so received by it in accordance with the terms of the Credit Agreement and the Security Agreement between, among others, the Borrower and the Security Trustee dated May 3, 2024 (the “Security Agreement”). Schedule VI-2 5. The Lender, by its acceptance of this Promissory Note, agrees to be bound by all provisions of the Loan Documents applicable to Lenders and that each payment received by the Security Trustee in respect hereof shall be applied in accordance with the Security Agreement. 6. This Promissory Note is one of the Promissory Notes referred to in, and issued pursuant to, the Credit Agreement and the Security Agreement. The Collateral is held by the Security Trustee as security, in part, for the Promissory Notes. Reference is hereby made to the Credit Agreement and the Security Agreement for a statement of the rights and obligations of the Lender, and the nature and extent of the security for this Promissory Note and of the rights and obligations of the other Lenders, and the nature and extent of the security for the other Promissory Notes, as well as for a statement of the terms and conditions of the trusts created by the Security Agreement, to all of which terms and conditions in the Credit Agreement and the Security Agreement each Lender agrees by its acceptance of this Promissory Note. 7. Terms defined in the Credit Agreement and in the Security Agreement have the same meaning when used in this Promissory Note. 8. This Promissory Note shall be governed by and construed in accordance with the law of the State of New York. IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be executed in its corporate name by its officer or representative thereunto duly authorized, as of the date hereof. [________________________] By: Name: Title: Schedule VII-1 SCHEDULE VII UNDERLYING OBLIGOR TIERS Tier 1 Underlying Obligors [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] (1) So long as [*] and [*] maintain a majority of the equity of [*] and are able to exercise control of its management and board of directors. Schedule VII-2 Tier 2 Underlying Obligors [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Tier 3 Underlying Obligors Any Underlying Obligor not listed as a Tier 1 Underlying Obligor or a Tier 2 Underlying Obligor.

Schedule VIII-1 SCHEDULE VIII ELIGIBILITY CRITERIA Each Asset shall satisfy the following Eligibility Criteria as of the Drawdown Date in respect of the Loan to be made in respect thereof. 1. In the case of an Owned Asset, after giving effect to the making of the Loan for such Asset, the Weighted Average Remaining Lease Term must be at least two years (measured by reference to the Owned Assets subject to Operating Leases). For the avoidance of doubt, it is not required that any Asset be subject to a Lease at the Drawdown Date. 2. The Aircraft Equipment (and any Airframe to which an Engine is attached if such Owned Asset is an Engine) is not subject to any mandatory grounding orders from the FAA resulting in grounding of airframes or aircraft engines of the same model as such Aircraft Equipment (excluding any such airframe or aircraft engine that has satisfied certain conditions, which have been satisfied with respect to the relevant Aircraft Equipment). 3. If the Asset is an Owned Asset subject to an Operating Lease, the Operating Lease satisfies the Minimum Provisions. Schedule IX -1- SCHEDULE IX MINIMUM PROVISIONS Part A: Owned Assets 1. Minimum Provisions in respect of Owned Assets: Each Asset Lease shall be consistent with the following provisions set forth in this Part A. 2. Rental Payments The Rental Payments under the Asset Lease shall be payable in: 2.1 Dollars; 2.2 Euros (provided that, to the extent that the “Euro-denominated and unhedged” category of the Concentration Limits is exceeded or would be exceeded following Applicable Drawdown Date and the Required Lenders have not otherwise provided a waiver, the Borrower shall enter into a derivatives agreement not later than ten Business Days following the Applicable Drawdown Date with respect to any Euro- denominated Assets above the “Euro-denominated and unhedged” category of the Concentration Limits); or 2.3 such other currency agreed in writing by the Administrative Agent (acting on the instructions of the Required Lenders acting reasonably). 3. Subleasing The Asset Lessee under the Asset Lease shall only be entitled to sublease the Owned Asset on wet lease or sublease terms which are expressly subject and subordinate in all respects to the Asset Lease or with the consent of the applicable Lessor and in accordance with, and subject to such exceptions as are consistent with, the Standard of Care. 4. Return of Owned Asset The Asset Operating Lease shall contain provisions (consistent with the Standard of Care) for redelivery of the Owned Asset, including, if applicable, replacement Aircraft Engines and Parts, on expiry or termination of the leasing of the Owned Asset pursuant to the Asset Operating Lease, specifying the required return condition and any obligation of the Asset Lessee to remedy or compensate the lessor thereunder, directly or indirectly, for any material deviations from such return condition, in each case, considering the other terms of the Asset Operating Lease and in accordance with, and subject to such exceptions as are consistent with, the Standard of Care. 5. Termination Events The Asset Lease shall contain provisions (consistent with the Standard of Care) setting forth the conditions under which the lessor thereunder may terminate the Asset Lease and repossess the Schedule IX -2- Owned Asset, at any time after the expiration of any agreed grace period or remedy period, in each case, in accordance with the Standard of Care. 6. Net Lease; Hell-or-High Water Obligation The Asset Lease will be a full recourse payment obligation of the lessee and under which the lessee is required to pay all maintenance, insurance and taxes on the property subject to such lease in addition to rent and other normal fees and contain a customary “hell or high water” clause under which the Asset Lessee’s obligation to make payments shall be absolute and unconditional under any and all circumstances without any right of set-off or counterclaim and regardless of other events or similar provisions, but in each case subject to such exceptions as are consistent with the Standard of Care. 7. Ownership The Asset Lease shall contain provisions protecting the relevant owner’s ownership interest, consistent with the Standard of Care. 8. Maintenance and Operations The Asset Lease shall contain provisions requiring that the Asset Lessee will maintain the Owned Asset in good airworthy condition in accordance with the standards of a first-class cargo or passenger carrier, subject to the Standard of Care. 9. Registration In the case of an Asset Lease in respect of an Airframe (or an Aircraft Engine solely to the extent applicable thereto), the Asset Lease shall require that, throughout the term of the Asset Lease, the Asset Lessee shall, at its sole cost and expense, register and maintain or procure the maintenance of the registration of the Owned Asset in accordance with the laws of the applicable State of Registration; and from time to time, take all of the steps then required by Applicable Law, subject to such exceptions as are consistent with the Standard of Care. 10. Insurance Such Asset Lease shall, in respect of the relevant Owned Asset, require the relevant Asset Lessee to maintain insurances, which insurances satisfy the requirements of Section 6.03 of this Agreement unless the Borrower shall have made alternative arrangements for insurance coverage satisfying such requirements. 11. Cape Town Convention. If the Owned Asset is an “aircraft object” (as defined in the Cape Town Convention) and (a) “at the time of the conclusion” (as such phrase is used in the Cape Town Convention) of the relevant Asset Lease, the Asset Lessee is “situated” (as such term is used in the Cape Town Convention) in a Contracting State; or Schedule IX -3- (b) the applicable Owned Asset is registered in a Contracting State, an International Interest naming the Asset Lessee as debtor and the relevant lessor as creditor shall be registered on the International Registry against the relevant Airframe and/or (in the case of (a) only) the Engine(s) comprising the Owned Asset and the Asset Lease shall permit assignments of such International Interest(s) shall be registered in favor of the Security Trustee, in each case subject to exceptions consistent with the Standard of Care. 12. Financial Statements To the extent consistent with the Standard of Care, the Asset Lease shall require that the related Asset Lessee deliver annual audited and periodic unaudited financial statements of such Asset Lessee or, if applicable, the related Underlying Obligor. 13. Revolving Credit Finance Lease If the Asset Lease is a Revolving Credit Finance Lease, the revolving amount available to the relevant Asset Lessee will not exceed the amount of supplemental rent or usage rent, however described, paid and not reimbursed to such Asset Lessee.

Schedule IX -4- Part B – Loan Assets 1. Minimum Provisions in respect of Loan Assets: Each Loan Asset shall be consistent with the following provisions set forth in this Part B. 2. Minimum Provisions in respect of Leases: If a Loan Asset includes a lease from an Obligor, such Lease shall have terms consistent with the Minimum Provisions set forth in Part A. 3. Governing Law 3.1 Such Loan Asset shall be governed by the laws of: 3.1.1 the State of New York; or 3.1.2 England and Wales. 4. Loan Asset Payments The Loan Asset Payments under the Loan Asset shall be payable in: 4.1 Dollars; 4.2 Euros (provided that, to the extent that the “Euro-denominated and unhedged” category of the Concentration Limits is exceeded or would be exceeded following Applicable Drawdown Date and the Required Lenders have not otherwise provided a waiver, the Borrower shall enter into a derivatives agreement not later than ten Business Days following the Applicable Drawdown Date with respect to any Euro- denominated Assets above the “Euro-denominated and unhedged” category of the Concentration Limits); or 4.3 such other currency agreed in writing by the Administrative Agent (acting on the instructions of the Required Lenders (acting reasonably)). 5. Assignment The Loan Asset Documents shall contain provisions prohibiting the assignment by the relevant Loan Asset Borrower of any benefits or obligations under the Loan Asset Documents or with respect to the Underlying Asset or any Part to any person without the consent of the Borrower Group Company acting as lender thereunder in accordance with, and subject to such exceptions as are consistent with, the Standard of Care. 6. Sole Lender A Borrower Group Company must be the sole lender under the Loan Asset, holding 100% of the interest in such Loan Asset. Schedule IX -5- 7. Disposition The Loan Asset Documents shall contain provisions requiring that the relevant Obligor prepay the Loan Asset upon effecting a sale or other disposition of the relevant Asset, plus any applicable premium, other than where the Loan Asset Documents permit replacement collateral, consistent with the Standard of Care. 8. Security The Loan Asset Documents shall require a customary security package (including requirements to register International Interests and assignments thereof) as applicable for the relevant Asset and transaction, as determined in accordance with the Standard of Care. Schedule X-1 SCHEDULE X INSURANCE PROVISIONS Owned Asset Type Model Liability Insurance Amount* Engines  [*]  [*] US $[*] million  [*]  [*]  [*]  [*] US $[*] million  [*]  [*]  [*]  [*] US $[*] million Airframes  [*] US $[*] million  [*]  [*] US $[*] million * The applicable amount for each Engine operated on an aircraft that is, or Airframe that is, a non- passenger (cargo) aircraft is [*]% of the amount set forth above. During periods while an Owned Asset is off-lease or not being operated in commercial revenue service, the limit described above will not be applicable, but the applicable limit will be the amount substantially consistent with the customary practices of leading international aircraft or Aircraft Engine (as applicable) operating lessors (which so long as the Servicer is WLFC, shall be deemed to be the customary practice of WLFC) regarding similar aircraft or Aircraft Engines, as applicable, owned or managed by it or its Affiliates. Schedule XI-1 SCHEDULE XI FORM OF MONTHLY REPORT [To be attached]

Schedule XIV-1 SCHEDULE XII COMPETITORS 1. [*] 2. [*] 3. [*] 4. [*] 5. [*] 6. [*] 7. [*] 8. [*] 9. [*] 10. [*] 11. [*] 12. [*] 13. [*] 14. [*] 15. [*] 16. [*] 17. [*] 18. [*] 19. [*] 20. [*] 21. [*] 22. [*] 23. [*] 24. [*] 25. [*] 26. [*] 27. [*] 28. [*] Schedule XIV-2 29. [*] 30. [*] 31. [*] 32. [*] 33. [*] 34. [*] 35. [*] 36. [*] 37. [*] 38. [*] 39. [*] 40. [*] 41. [*] 42. [*] 43. [*] 44. [*] 45. [*] 46. [*] 47. [*] 48. [*] 49. [*] 50. [*] 51. [*] 52. [*] 53. [*] 54. [*] 55. [*] 56. [*] 57. [*] 58. [*] 59. [*] 60. [*] 61. [*] Schedule XIV-3 62. [*] 63. [*] 64. [*] 65. [*] 66. [*] 67. [*] 68. [*] 69. [*] 70. [*] 71. [*] 72. [*] 73. [*] 74. [*] 75. [*] 76. [*] 77. [*] 78. [*] 79. [*] 80. [*] 81. [*]

Execution Version SERVICING AGREEMENT dated as of May 3, 2024 among WILLIS WAREHOUSE FACILITY LLC, WILLIS LEASE FINANCE CORPORATION, as Servicer, and EACH SERVICED GROUP MEMBER ii TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ........................................................................................................... 1 SECTION 1.01 Definitions............................................................................................. 1 ARTICLE II APPOINTMENT; SERVICES .................................................................................. 1 SECTION 2.01 Appointment ......................................................................................... 1 SECTION 2.02 Services ................................................................................................. 2 SECTION 2.03 Limitations ............................................................................................ 2 ARTICLE III STANDARD OF CARE; CONFLICTS OF INTEREST; STANDARD OF LIABILITY ............................................................................................................. 2 SECTION 3.01 Standard of Care ................................................................................... 2 SECTION 3.02 Conflicts of Interest............................................................................... 2 SECTION 3.03 Standard of Liability ............................................................................. 3 SECTION 3.04 Waiver of Implied Standard .................................................................. 3 ARTICLE IV REPRESENTATIONS AND WARRANTIES ....................................................... 3 SECTION 4.01 Representations and Warranties by Servicer ........................................ 3 ARTICLE V SERVICER UNDERTAKINGS ............................................................................... 4 SECTION 5.01 Staff and Resources............................................................................... 4 SECTION 5.02 Access ................................................................................................... 4 SECTION 5.03 Compliance with Law ........................................................................... 4 SECTION 5.04 Commingling ........................................................................................ 4 ARTICLE VI UNDERTAKINGS OF BORROWER AND SERVICED GROUP ....................... 6 SECTION 6.01 Cooperation ........................................................................................... 6 SECTION 6.02 No Representation with Respect to Third Parties ................................. 6 SECTION 6.03 Loan Document Amendments .............................................................. 6 SECTION 6.04 Other Servicing Arrangements ............................................................. 6 SECTION 6.05 Communications ................................................................................... 6 SECTION 6.06 Ratification ............................................................................................ 6 SECTION 6.07 Execution, Amendment, Modification or Termination of Portfolio Documents ............................................................................. 6 SECTION 6.08 Accounts and Cash Arrangements of the Serviced Group.................... 7 SECTION 6.09 Notification of Bankruptcy ................................................................... 7 SECTION 6.10 Further Assurances................................................................................ 7 SECTION 6.11 Covenants .............................................................................................. 8 SECTION 6.12 Limitation of Obligation ....................................................................... 8 iii SECTION 6.13 New Borrower Group Companies ........................................................ 8 ARTICLE VII RESPONSIBILITY OF SERVICED GROUP; DIRECTIONS ............................. 8 SECTION 7.01 Responsibility of Serviced Group ......................................................... 8 SECTION 7.02 Instructions by the Borrower ................................................................ 8 SECTION 7.03 Request for Authority ........................................................................... 8 SECTION 7.04 Transaction Approval Requirements .................................................... 8 ARTICLE VIII EFFECTIVENESS .............................................................................................. 10 SECTION 8.01 Effectiveness ....................................................................................... 10 ARTICLE IX SERVICING FEES; EXPENSES .......................................................................... 10 SECTION 9.01 Servicing Fees ..................................................................................... 10 SECTION 9.02 Rent Based Fee ................................................................................... 10 SECTION 9.03 Expenses ............................................................................................. 11 ARTICLE X TERM; RIGHT TO TERMINATE; CONSEQUENCES OF TERMINATION; SURVIVAL ............................................................................ 11 SECTION 10.01 Term .................................................................................................... 11 SECTION 10.02 Right to Terminate. ............................................................................. 11 SECTION 10.03 Consequences of Termination............................................................. 13 SECTION 10.04 Survival ............................................................................................... 14 ARTICLE XI INDEMNIFICATION ........................................................................................... 15 SECTION 11.01 Indemnity ............................................................................................ 15 SECTION 11.02 Procedures for Defense of Claims ...................................................... 16 SECTION 11.03 Reimbursement of Costs ..................................................................... 16 ARTICLE XII ASSIGNMENT AND DELEGATION ................................................................ 16 SECTION 12.01 Assignment and Delegation ................................................................ 16 ARTICLE XIII MISCELLANEOUS ........................................................................................... 17 SECTION 13.01 Reasonable Efforts .............................................................................. 17 SECTION 13.02 Notices ................................................................................................ 17 SECTION 13.03 Governing Law ................................................................................... 18 SECTION 13.04 Jurisdiction .......................................................................................... 18 SECTION 13.05 Waiver of Jury Trial ............................................................................ 19 SECTION 13.06 Counterparts ........................................................................................ 19 SECTION 13.07 Entire Agreement ................................................................................ 19 SECTION 13.08 Power of Attorney ............................................................................... 19 SECTION 13.09 Restrictions on Disclosure .................................................................. 19 iv SECTION 13.10 Rights of Setoff ................................................................................... 20 SECTION 13.11 Nonpetition ......................................................................................... 20 SECTION 13.12 Severability ......................................................................................... 20 SECTION 13.13 Amendments ....................................................................................... 20 SECTION 13.14 Owner Trustee Liability ...................................................................... 21 Appendices Appendix A Definitions Schedules Schedule 2.02(a) Services Exhibits Exhibit A Form of Serviced Group Member Supplement.

1 SERVICING AGREEMENT (as amended, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement” or the “Servicing Agreement”) dated as of May 3, 2024, among Willis Warehouse Facility LLC, a Delaware limited liability company (the “Borrower”), 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 each member of the Serviced Group from time to time party hereto. NOW, THEREFORE, for the consideration set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, each of the parties hereto, and each Person that becomes a party hereto pursuant to a Serviced Group Member Supplement, hereby agrees as follows: ARTICLE I DEFINITIONS SECTION 1.01 Definitions. The terms used herein have the meaning assigned to them 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 Credit Agreement. ARTICLE II APPOINTMENT; SERVICES SECTION 2.01 Appointment. (a) Each Person within the Serviced Group hereby appoints the Servicer as the exclusive provider of the Services (as defined in Section 2.02(a) below) to each such Person in respect of the Assets on the terms and subject to the conditions set forth in this Agreement. (b) The Servicer hereby accepts such appointment and agrees to perform the Services on the terms and subject to the conditions set forth in this Agreement. In connection with the provision of the Services with respect to the Assets, the Servicer generally shall, where and to the extent practicable and in the case of Services that are not performed by the Servicer directly, contract for or otherwise obtain goods and services from third party providers in the name of, or as disclosed agent for, the relevant Person within the Serviced Group. If the Servicer shall not have contracted for or otherwise obtained such goods and services in the name of, or as disclosed agent for, the relevant Person within the Serviced Group, the Servicer shall use its reasonable efforts to cause the Borrower or such other Borrower Group Company to be in a position to have direct recourse against any such third party provider providing goods and services for the Borrower or such Borrower Group Company for any breaches by such third party provider related to the provision of such goods and services. (c) The Serviced Group shall include all Subsidiaries of the Borrower (including all Borrower Group Companies), whether or not such Subsidiary shall have executed and delivered a Serviced Group Member Supplement. The Servicer shall in all cases be entitled to rely on the instructions (or other actions) of the Borrower as representative of each Person within 2 the Serviced Group other than the actions specified in Section 7.04(a)(i) and 7.04(a)(iii). If the Servicer so requests, the Borrower shall cause its Subsidiary that owns or leases an Asset to execute and deliver to the Servicer a Serviced Group Member Supplement. SECTION 2.02 Services. (a) The services to be provided by the Servicer in respect of the Assets (the “Services”) are as set forth in Schedule 2.02(a) and under this Agreement. (b) Except with respect to the obligations expressly provided herein, in connection with the performance of the Services, the Servicer shall in all cases only be obligated to act upon, and shall be entitled to rely on, the instructions of the Borrower or, as provided above in Section 2.01(c), the Borrower, on behalf of each other Person within the Serviced Group. The Servicer shall not be liable to the Borrower, any other Borrower Group Company, or any other Person for any act or omission to act taken in accordance with such instructions, except to the extent provided in Section 3.03. SECTION 2.03 Limitations. (a) Neither the Servicer nor any of its Affiliates (other than each Person within the Serviced Group) shall assume any Borrower Liabilities. In connection with the performance of the Services and its other obligations hereunder, the Servicer shall not be obligated to take or refrain from taking any action which is reasonably likely to (A) violate any Applicable Law, (B) lead to an investigation by any Governmental Authority or (C) expose the Servicer to any liabilities for which, in the Servicer’s good faith opinion, adequate bond or indemnity has not been provided. (b) Each Person within the Serviced Group shall at all times retain full legal and equitable title to the Assets, notwithstanding the management thereof by the Servicer hereunder. ARTICLE III STANDARD OF CARE; CONFLICTS OF INTEREST; STANDARD OF LIABILITY SECTION 3.01 Standard of Care. The Servicer shall perform the Services consistent with the customary practice of leading international aircraft or aircraft engine operating lessors (as applicable), acting as if it were the owner of each applicable aircraft or engine (which, so long as the Servicer is WLFC shall be deemed to be the customary practice of WLFC) (the “Standard of Care”). SECTION 3.02 Conflicts of Interest. (a) Each Person within the Serviced Group acknowledges and agrees that (i) in addition to managing the Assets under this Agreement, the Servicer may manage, and shall be entitled to manage, from time to time, the separate assets owned by it or its Affiliates (other than each Person within the Serviced Group) and third parties (“Other Assets”); (ii) in addition to the 3 management of the Assets and the Other Assets, the Servicer shall, and shall be entitled to, carry on its commercial businesses, including the financing, purchase or other acquisition, leasing and sale of Other Assets; (iii) in the course of conducting such activities, the Servicer may from time to time have conflicts of interest in performing its duties on behalf of the various entities to whom it provides management services and with respect to the various assets in respect of which it provides management services; and (iv) the Borrower has approved the transactions contemplated by this Agreement and desires that such transactions be consummated and, in giving such approval, the Borrower has expressly recognized that such conflicts of interest may arise and that when such conflicts of interest arise the Servicer shall perform the Services in accordance with the Standard of Care. SECTION 3.03 Standard of Liability. The Servicer shall not be liable to any Person within the Serviced Group for any Losses arising (i) as a result of an Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time or (ii) in respect of any conflict referred to in Section 3.02, except, in either case, in the case of willful misconduct or fraud on the part of the Servicer. The Servicer shall not be liable to any Person within the Serviced Group for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by the Borrower unless, and except to the extent, such Loss has arisen as a result of the willful misconduct or fraud of the Servicer (the liability standards set forth in this Section 3.03, the “Standard of Liability”). SECTION 3.04 Waiver of Implied Standard. Except as expressly stated above in this Article III, all other warranties, conditions and representations, express or implied, statutory or otherwise, arising under Delaware or New York law or any other Applicable Law in relation to either the skill, care, diligence or otherwise in respect of any Service to be performed hereunder or to the quality or fitness for any particular purpose of any goods are hereby to the fullest extent permitted by Applicable Law excluded and the Servicer shall not be liable in contract, tort or otherwise under Delaware or New York law or any other Applicable Law for any Loss arising out of or in connection with the Services to be supplied pursuant to this Agreement or any goods to be provided or sold in conjunction with such Services. ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01 Representations and Warranties by Servicer. The Servicer represents and warrants to the Borrower as follows as of the date hereof: (a) The Servicer is a corporation duly organized and validly existing under the laws of the State of Delaware. (b) The Servicer has all requisite power and authority to execute this Agreement and to perform its obligations under this Agreement. All corporate acts and other proceedings required to be taken by the Servicer to authorize the execution and delivery of this Agreement and the performance of its obligations contemplated under this Agreement have been duly and properly taken. 4 (c) This Agreement has been duly executed and delivered by the Servicer and is a legal, valid and binding obligation of the Servicer enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws of general application affecting the enforcement of creditors’ rights or by general principles of equity. (d) Neither the execution and delivery of this Agreement by the Servicer nor the performance of its obligations under this Agreement (i) violates any provision of the organizational documents of the Servicer, (ii) violates any order, writ, injunction, judgment or decree applicable to the Servicer or any of its property or assets, (iii) violates in any material respect any Applicable Law, or (iv) results in any conflict with, breach of or default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, warrant or other similar instrument or any material license, permit, agreement or other obligation to which the Servicer is a party or by which the Servicer or any of its properties or assets may be bound. (e) There are no proceedings or investigations to which the Servicer or any of its Affiliates is a party pending, or to the best of the Servicer’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement or any other Loan Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Loan Document or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Servicer of its obligations under or the validity or enforceability of, this Agreement or any other Loan Document to which it is a party. ARTICLE V SERVICER UNDERTAKINGS SECTION 5.01 Staff and Resources. In performing the Services, the Servicer shall employ or otherwise engage such staff (including in-house legal staff) and maintain such supporting resources as the Servicer shall deem necessary in accordance with its usual business practices with respect to its own aircraft and Aircraft Engines, both in number and in quality, to enable the Servicer to perform the Services in accordance with the terms of this Agreement. SECTION 5.02 Access. The Servicer at such times as the Borrower may reasonably request shall make available to the Serviced Group and their agents (including auditors) (A) reports, ledgers, documents, and other records (including computer records), its books and other information related to the Assets or the business of the Serviced Group and (B) the officers and employees of the Servicer, subject to their reasonable availability, in each case, to enable the Serviced Group to monitor the performance of the Servicer under this Agreement. SECTION 5.03 Compliance with Law. The Servicer shall, in connection with the performance of the Services, comply in all material respects with Applicable Laws applicable to the Assets. SECTION 5.04 Commingling. If the Servicer shall receive any misdirected funds that the Serviced Group is required under the Loan Documents to pay to an Account, the Servicer shall

5 remit or redirect such amount to the appropriate Account promptly after having Actual Knowledge of the misdirection of such funds. The Servicer hereby covenants with the Serviced Group that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, each Person within the Serviced Group (it being understood that the Servicer and any of its Affiliates may publish financial statements that consolidate those of the Serviced Group, if to do so is required by any Applicable Law or GAAP and the Servicer and any of its Affiliates may, if applicable file consolidated, combined or unitary tax returns with any Person within the Serviced Group) and further covenants that, during the term of this Agreement: (a) it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Person within the Serviced Group; (b) it will maintain its assets in such a manner that it is not difficult to segregate, identify or ascertain such assets; (c) it will maintain records, books, accounts and minutes separate from those of each Person within the Serviced Group; (d) it will pay its obligations in the ordinary course of its business as a legal entity separate from each Person within the Serviced Group, except as otherwise required or permitted under the Loan Documents; (e) it will keep its funds separate and distinct from the funds of each Person within the Serviced Group, and it will receive, deposit, withdraw and disburse such funds separately from the funds of each Person within the Serviced Group; (f) it will conduct its business in its own name, and not in the name of any Person within the Serviced Group; (g) it will not pay or become liable for any debt of any Person within the Serviced Group, except as otherwise permitted or contemplated in this Agreement or any Loan Document; (h) it will not hold out that it is a division of the Borrower or its Subsidiaries or that any Person within the Serviced Group is a division of it; (i) it will not induce any third party to rely on the creditworthiness of any Person within the Serviced Group in order that such third party will be induced to contract with it; and (j) it will not enter into any transaction between it and any Person within the Serviced Group that is as a whole materially more favorable to either party than an agreement that the parties would have been able to enter into at such time on an arm’s-length basis with a non- affiliated third party, other than any Loan Document in effect on the Closing Date (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transaction, nor to prohibit any transaction that is otherwise permitted or contemplated under the Loan Documents). 6 ARTICLE VI UNDERTAKINGS OF BORROWER AND SERVICED GROUP SECTION 6.01 Cooperation. The Borrower and each other Person within the Serviced Group shall at all times use commercially reasonable efforts to cooperate with the Servicer to enable the Servicer to provide the Services, including providing the Servicer with all powers of attorney as may be reasonably necessary or appropriate to perform the Services. SECTION 6.02 No Representation with Respect to Third Parties. The Borrower and each other Person within the Serviced Group agree that as between the Servicer, on the one hand, and any Person within the Serviced Group, on the other hand, no representation is made as to the financial condition and affairs of any Asset Lessee of, purchaser of, or Loan Asset Borrower under any Asset or any manufacturer, representative, maintenance facility, contractor, vendor or supplier utilized by the Servicer in connection with its performance of the Services and, subject to the Standard of Liability, the Servicer shall have no liability with respect to such third parties. SECTION 6.03 Loan Document Amendments. Neither the Borrower nor any other Person in the Serviced Group shall amend, without the prior consent of the Servicer in each instance, any Loan Document in such a manner that would increase in any respect, or alter in any respect material or adverse to the Servicer, the scope, nature or level of the Services to be provided under this Agreement nor change the Standard of Liability without the Servicer’s prior written consent, which consent may be conditioned upon, among other things, a proper adjustment in the compensation payable to the Servicer in order to take into account the increased Services to be provided by the Servicer. SECTION 6.04 Other Servicing Arrangements. Without the prior written consent of the Servicer, neither the Borrower nor any other Person in the Serviced Group shall (a) enter into, or cause or permit any Person (other than the Servicer) to enter into on their behalf, any transaction for the lease or sale of any Asset in respect of which the Servicer is at such time performing Services, or (b) employ any Person other than the Servicer to perform any of the Services with respect to the Assets, except as provided in Article X of this Agreement. SECTION 6.05 Communications. The Borrower and each other Person within the Serviced Group shall forward promptly to the Servicer a copy of any written communication received from any Person in relation to any Asset. SECTION 6.06 Ratification. The Borrower and each other Person within the Serviced Group hereby ratifies and confirms, and agrees to ratify and confirm, any action the Servicer takes or refrains from taking in accordance with this Agreement or the Loan Documents in the exercise of any of the powers or authorities conferred upon the Servicer pursuant to the terms of this Agreement or the Loan Documents. SECTION 6.07 Execution, Amendment, Modification or Termination of Portfolio Documents. (a) If (i) any agreement, instrument or other document becomes an Portfolio Document or any Portfolio Document shall have been amended, modified or terminated and (ii) the 7 Servicer was not substantially involved in the preparation and execution of such new, amended, modified or terminated agreement, instrument or other document, the Borrower shall deliver written notice thereof to the Servicer together with (A) in the case of any newly executed Portfolio Document, a true and complete copy of such Portfolio Document, a list of all Assets to which it relates and a description, in reasonable detail, of the relevance of such Portfolio Document to such Assets or (B) in the case of any amendment, modification or termination of an Portfolio Document, a true and complete copy of any related agreement, instrument or other document. (b) The Borrower shall promptly deliver to the Servicer a complete copy of the Credit Agreement, the Security Agreement and each amendment or other modification thereof. (c) At all times, the Borrower shall promptly notify the Servicer of the name, identity and contact details of the Borrower and each other Person in the Serviced Group and of any changes thereto and any other relevant information relating to the Serviced Group or the Assets reasonably requested by the Servicer. SECTION 6.08 Accounts and Cash Arrangements of the Serviced Group. At all times, the Borrower shall promptly notify the Servicer of any New Account established by or on behalf of any Person within the Serviced Group or otherwise relating to the Assets and of any Existing Account relating to any aircraft or Aircraft Engine that becomes an Asset after the date of this Agreement and of the closing of any such account in any case not established or closed by the Servicer. SECTION 6.09 Notification of Bankruptcy. If any Person within the Serviced Group shall take any action to: (a) file any petition or application, commence any proceeding, pass any resolution or convene a meeting with respect to itself or any of its Affiliates under any United States federal, state or foreign or international law relating to the appointment of a trustee in bankruptcy, liquidator, examiner, assignee, custodian, trustee, sequestrator or receiver with respect to any Person within the Serviced Group or over the whole or any part of any properties or assets of any Person within the Serviced Group or any bankruptcy, reorganization, compromise arrangements or insolvency of any Person within the Serviced Group; or (b) make an assignment for the benefit of its creditors generally; then the Borrower shall notify the Servicer, to the extent practicable, of the taking of any such action. If any Person within the Serviced Group becomes aware of the intent or action of any Person (whether a creditor or member of any Person within the Serviced Group) to appoint a trustee in bankruptcy, liquidator, examiner, custodian, sequestrator or receiver, the Borrower shall promptly notify the Servicer. SECTION 6.10 Further Assurances. Each Person within the Serviced Group agrees that at any time and from time to time upon the written request of the Servicer, it will execute and deliver such further documents and do such further acts and things as the Servicer may reasonably request in order to effect the purposes of this Agreement. 8 SECTION 6.11 Covenants. Each Person within the Serviced Group covenants with the Servicer that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, the Servicer and any of its Affiliates (it being understood that the financial statements of any Person within the Serviced Group may be consolidated or combined with those of the Servicer or any of its Affiliates, if to do so is required by any Applicable Law or GAAP and that the tax returns of any Person within the Serviced Group may be consolidated with those of the Servicer and any of its Affiliates in accordance with applicable United States or foreign tax laws) and further covenant that, during the term of this Agreement, it will comply with the terms of Section 6.17 of the Credit Agreement. SECTION 6.12 Limitation of Obligation. Notwithstanding anything to the contrary in Section 6.07, the Servicer shall have no obligation with respect to any agreement, instrument or document that becomes a Portfolio Document, or any such amendment, modification or termination, until the date that a copy of the agreement, instrument or document constituting such Portfolio Document, or setting forth the terms of such amendment, modification or termination, is received by the Servicer. SECTION 6.13 New Borrower Group Companies. The Borrower hereby undertakes to procure that any Borrower Group Company formed or acquired after the date hereof shall execute and deliver to the Servicer and the Borrower a Serviced Group Member Supplement if the Servicer so requests. ARTICLE VII RESPONSIBILITY OF SERVICED GROUP; DIRECTIONS SECTION 7.01 Responsibility of Serviced Group. Notwithstanding the appointment of the Servicer to perform the Services and the related delegation of authority and responsibility to the Servicer pursuant to this Agreement, each Person within the Serviced Group shall remain responsible for all matters related to its business, operations, assets and liabilities. SECTION 7.02 Instructions by the Borrower. The Borrower may at any time direct the Servicer to limit or terminate any action being taken by it under this Agreement or to take any action authorized or contemplated by this Agreement (including sale or disposal of any Asset) or the applicable Asset Lease or Loan Asset and the Servicer shall use commercially reasonable efforts to comply with such directions subject to the terms and conditions of this Agreement. SECTION 7.03 Request for Authority. If the Servicer wishes to take or approve any action which it is not authorized under this Agreement to take or approve, it shall request authority from the Borrower to take or approve the action. SECTION 7.04 Transaction Approval Requirements. (a) The Servicer shall not do any of the following without the approval of the Borrower or applicable Person in the Serviced Group:

9 (i) Except as required in accordance with the terms of any Portfolio Documents (or any other agreement with the Asset Lessee or Loan Asset Borrower) and in any event in accordance with the terms and conditions of the Loan Documents, sell (or enter into any commitment or agreement to sell) or otherwise transfer or dispose of any Asset (excluding any sale or exchange of spare parts or ancillary equipment or devices furnished therewith) forming part of the Assets; provided, however, that, the Servicer may transfer title or another interest in an Asset, or cause an Owned Asset to be subject to an Asset Lease: (A) to or in favor of a trust or an entity for the purpose of addressing tax, regulatory or other objectives under the laws of an applicable jurisdiction so long as a Person in the Serviced Group retains the beneficial or economic ownership of such Asset; (B) from such trust or entity to a Person within the Serviced Group or (C) within or among the Persons in the Serviced Group without limitation (provided that a Person in the Serviced Group retains the beneficial or economic ownership of such Asset and related Portfolio Documents); provided further that, unless the Servicer has been notified in writing that an Event of Default has occurred (or has been notified in writing that such Event of Default has been waived or has otherwise ceased to exist), the Servicer may enter into any agreement for part-out, consignment agreement, agreements for the leasing of engines and components or for the swapping of engines, if determined by the Servicer in good faith to be in the best interests of maximizing returns in respect of such Asset, subject always to the limitations on parting-out and consignments set forth in the Credit Agreement. (ii) Enter into any new Asset Lease or new Loan Asset (or any renewal or extension of an existing Asset Lease or Loan Asset or other agreement with an Asset Lessee or Loan Asset Borrower) if the Asset Lease or Loan Asset does not comply with the requirements of the Credit Agreement or amend any existing Asset Lease or existing Loan Asset in a manner that does not comply with the requirements of the Credit Agreement. (iii) Subject to Error! Reference source not found. of Schedule 2.02(a), enter into on behalf of any Person within the Serviced Group, any capital commitment or confirm any order or commitment to acquire, or acquire on behalf of any Person within the Serviced Group, any Assets. (iv) Issue any guarantee on behalf of, or otherwise pledge the credit of any Person within the Serviced Group, other than any guarantee of any Borrower Group Company obligation by another Borrower Group Company. (b) Any transaction entered into by the Servicer on behalf of each Person within the Serviced Group shall be on an arm’s-length basis and on market terms, provided that any transaction approved by the Borrower or the applicable Person in the Serviced Group shall be deemed to satisfy this clause (b). 10 ARTICLE VIII EFFECTIVENESS SECTION 8.01 Effectiveness. (a) This Agreement shall become effective upon the executing and delivery by the Borrower and the Servicer of this Agreement. (b) The effectiveness of this Agreement with respect to any Borrower Group Company which executes and delivers a Serviced Group Member Supplement shall be conditioned upon the execution thereof in acknowledgement and agreement by the Borrower and the Servicer. Such Serviced Group Member Supplement shall be effective without the need for any other party hereto to execute such Serviced Group Member Supplement in acknowledgement and agreement. ARTICLE IX SERVICING FEES; EXPENSES SECTION 9.01 Servicing Fees. In consideration of the Servicer’s performance of the Services, the Borrower shall pay to the Servicer on a monthly basis pursuant to Section 8.01 of the Security Agreement servicing fees consisting of the fees set forth in (i) Section 9.02 comprising the Senior Rent Based Fees and the Subordinated Rent Based Fees (collectively, the “Rent Based Fees”) and (ii) Error! Reference source not found. (the “Disposition Fee” and together with the Rent Based Fees, the “Servicing Fees”). SECTION 9.02 Rent Based Fee. A Rent Based Fee shall be paid by the Borrower to the Servicer on a monthly basis pursuant to Section 8.01 of the Security Agreement in the amount equal to: (a) Without duplication, (i) 8.0% of the aggregate rent actually received for any month (or portion of a month) in which any Person within the Serviced Group is the Lessor under the related Owned Assets, and (ii) 8.0% of the aggregate amount of payments of interest (whether designated as such or as “rent” under an Asset Finance Lease or Asset Revolving Credit Finance Lease) received for any month (or portion of a month) in which any Person within the Serviced Group is the Lessor under an Asset Finance Lease or Asset Revolving Credit Finance Lease or a lender under an Loan Asset ((i) and (ii) together, the “Senior Rent Based Fees”); (b) Without duplication, (i) 3.5% of the aggregate rent actually received for any month (or portion of a month) in which any Person within the Serviced Group is the Lessor under the related Owned Assets, and (ii) 3.5% of the aggregate amount of payments of interest (whether designated as such or as “rent” under an Asset Finance Lease or Asset Revolving Credit Finance Lease) received for any month (or portion of a month) in which any Person within the Serviced Group is the Lessor under an Asset Finance Lease or Asset Revolving Credit Finance Lease or a lender under an Loan Asset ((i) and (ii) together, the “Subordinated Rent Based Fees”). 11 SECTION 9.03 Expenses. (a) The Servicer shall be responsible for, and shall not be entitled to reimbursement for, the Servicer’s overhead expenses (“Overhead Expenses”) which shall include all expenses other than Asset Expenses, including: (i) salary, bonuses, company cars and benefits of the Servicer’s employees; (ii) office, office equipment and rental expenses other than office and office equipment rental expense charged by independent advisors retained by the Servicer with respect to the Assets; (iii) telecommunications expenses; and (iv) taxes on the income, receipts, profits, gains, net worth or franchise of the Servicer and payroll, employment and social security taxes for employees of the Servicer. (b) The Borrower and each other Person in the Serviced Group shall be jointly and severally responsible for all costs and expenses relating to or associated with the Assets other than Overhead Expenses (“Asset Expenses”). ARTICLE X TERM; RIGHT TO TERMINATE; CONSEQUENCES OF TERMINATION; SURVIVAL SECTION 10.01 Term. This Agreement shall have a non-cancelable term commencing on the Closing Date and expiring the latest of (a) the date on which there shall cease to be any Assets and (b) the date on which no Commitments remain available and no Obligations remain outstanding. During the term, this Agreement shall not be terminable by any party except as expressly provided in this Article X. SECTION 10.02 Right to Terminate. (a) At any time during the term of this Agreement, the Servicer shall in accordance with Section 10.02(c) be entitled to terminate this Agreement if: (i) the Borrower shall fail to pay in full when due any amount due to the Servicer hereunder within five Business Days after the receipt of written notice from the Servicer of such failure; (ii) any Person in the Serviced Group shall fail to perform or observe or shall violate in any material respect any of its obligations under this Agreement and such failure continues for 30 or more days following notice to the Borrower by the Servicer; (iii) all of the Loans and other obligations of the Borrower secured under the Security Agreement are repaid or defeased in full in accordance with the terms of the Credit Agreement or other applicable agreement evidencing such obligation; 12 (iv) all of the Assets of each Person within the Serviced Group are sold and there are no Commitments available nor Loans outstanding; or (v) following an Event of Default, if the Security Trustee has exercised remedies to repossess or foreclose on any Collateral. (b) At any time during the term of this Agreement, the Borrower shall in accordance with Section 10.02(c) be entitled to terminate this Agreement if: (i) the Servicer shall fail to perform or observe, or cause to be performed or observed, any covenant or agreement which failure materially and adversely affects the rights of the Borrower or the Serviced Group, which, if curable, is not cured within 90 days following the date the Servicer receives a written request from the Facility Agent or the Security Trustee to cure such breach; (ii) any representation or warranty made by the Servicer in this Agreement proves to have been untrue or incorrect in any material and adverse respect when made, which, if curable, is not cured within 90 days following the date the Servicer receives a written request from the Facility Agent or the Security Trustee to cure such failure; (iii) the Servicer shall cease to be engaged in the aircraft engine leasing or servicing business; (iv) either (A) 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 Servicer or in respect of a substantial part of the property or assets of the Servicer, 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 60 days or an order or decree approving or ordering any of the foregoing shall be entered, or (B) the Servicer 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 60 days; (v) the Servicer 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 60 days to contest the filing of, any petition described in clause 10.02(b)(v) above, (C) file an answer admitting the material allegations of a petition filed against it in any such proceeding described in clause 10.02(b)(v) above or (D) make a general assignment for the benefit of its creditors; and (vi) there shall have occurred and be continuing an Event of Default, and the Facility Agent or Security Trustee has provided written notice to the Servicer notifying the Servicer that such Event of Default has occurred and is continuing, which written notice specifies that the event described in this clause (vi) has commenced as a result of such Event of Default and notice;

13 (vii) the Servicer’s debt obligations under the WLFC Revolving Credit Facility have become due and payable as the result of an “event of default” (as defined in the WLFC Revolving Credit Facility) having occurred under the WLFC Revolving Credit Facility. (c) (i) The Servicer or the Borrower (the “Terminating Party”) may, at any time during the term of this Agreement, subject to the terms of this Article X by written notice (a “Termination Notice”) to the Borrower, the Security Trustee and the Facility Agent, in the case of the Servicer, or to the Servicer, the Security Trustee and the Facility Agent in the case of the Borrower (the “Notice Recipients”), set forth its determination to terminate this Agreement pursuant to clause (a) of this Section 10.02 (in the case of the Servicer) or clause (b) of this Section 10.02 (in the case of the Borrower or the Required Lenders); provided, however, that this Agreement shall not be terminated by the Borrower pursuant to Section 10.02(b) unless and until a Replacement Servicer shall have been appointed and shall have accepted such appointment in accordance with Section 10.03; provided further that failure by the Terminating Party to provide such Termination Notice shall not affect such party’s rights under Section 10.02(a) or Section 10.02(b), as the case may be. Any Termination Notice shall set forth in reasonable detail the basis for such termination. (d) At all reasonable times (upon reasonable notice) during the term of this Agreement, the Servicer shall provide the Borrower with reasonable access to the books and records of the Servicer to the extent solely relating to the Assets, the Asset Leases, the Loan Assets and to the Portfolio Documents and shall provide electronic copies of its records relating to the operation and maintenance of the Assets, the performance of the Asset Lessees and Loan Asset Borrowers under the Asset Leases and Loan Assets, as applicable, and such other matters as the Borrower shall reasonably request relating to the Assets (but for the avoidance of doubt, excluding any documents or information relating to assets or documentation that are not Assets or Portfolio Documents). SECTION 10.03 Consequences of Termination. (a) (i) Upon the expiration or termination of this Agreement in accordance with this Article X, and during the period up to one year thereafter, the Servicer will promptly forward to the Borrower any notices, reports and communications received by it from any relevant Asset Lessee or Loan Asset Borrower after the termination or expiration of this Agreement or the removal of the Servicer. (ii) The Borrower (or applicable Person in the Serviced Group) will notify promptly each relevant Asset Lessee and Loan Asset Borrower and any relevant third party of the termination of the Servicer under this Agreement or expiration of this Agreement in relation to any of the Assets and will request that all such notices, reports and communications from such third parties thereafter be made or given directly to the Replacement Servicer. (b) A termination or expiration in relation to any or all Assets shall not affect the respective rights and liabilities of either party accrued prior to such termination or expiration in respect of any prior breaches hereof or otherwise. 14 (c) (i) Notwithstanding the occurrence of an event described in Section 10.02(b), the Servicer shall continue to perform its duties under this Agreement until the a termination set forth in a Termination Notice delivered pursuant to Section 10.03 has become effective in accordance with the terms of such Termination Notice and subject to the terms of Section 10.03. It is understood and agreed that the Borrower shall have the right to appoint a Replacement Servicer upon the termination of this Agreement. In the event that a Replacement Servicer has not been appointed within 90 days after any termination of this Agreement or resignation by the Servicer, the Administrative Agent may, and acting at the direction of the Required Lenders, shall, petition any court of competent jurisdiction for the appointment of a Replacement Servicer. (ii) Upon the expiration or termination of this Agreement in accordance with this Article X, for up to one year following such expiration or termination, the Servicer will reasonably cooperate with reasonable requests of the Borrower to facilitate the transition of the performance of the services by the Replacement Servicer, including providing to the Replacement Servicer information, documents and records relating to the Assets to the extent in the Servicer’s possession and reasonably required to perform the services set forth in this Agreement. (d) Upon the termination of this Agreement in accordance with this Article X, the Borrower shall pay the Servicing Fees then accrued to the Servicer. The Borrower shall continue to pay the Servicing Fees to the Servicer until a Replacement Servicer shall have been appointed and shall have accepted such appointment in accordance with the provisions of Section 10.03(c) and such appointment has become effective. (e) Upon the termination of this Agreement in accordance with this Article X, the removal of the Servicer with respect to the performance of the Services for any Asset or the expiration of this Agreement, the Servicer shall promptly return the originals within its possession of all applicable Portfolio Documents and other documents related to the Assets to the Borrower and, in addition to its obligation to cooperate with the Replacement Servicer, shall provide access to other documentation and information relating to the business of each Person within the Serviced Group (and, to the extent practicable, copies thereof) within its possession as is reasonably necessary to the conduct of the business of each Person within the Serviced Group. (f) Upon the expiration or termination of this Agreement in accordance with this Article X, the parties shall, subject to the obligations set out in this Section 10.03, and subject to Section 10.04, be relieved of further obligations hereunder. SECTION 10.04 Survival. Notwithstanding any termination or the expiration of this Agreement, the provisions of Section 3.03, Section 3.04, Section 10.03, Section 10.04, Article XI, Section 13.09, Section 13.10 and Section 13.11 shall survive such termination or expiration, as the case may be. 15 ARTICLE XI INDEMNIFICATION SECTION 11.01 Indemnity. (a) Each Person within the Serviced Group (excluding any Owner Trustee) do hereby assume liability for, and do hereby agree to indemnify, reimburse and hold harmless on an After-Tax Basis, the Servicer from any and all Losses, to the extent that the Losses exceed recoveries under insurance policies maintained by the Borrower or the Servicer, that arise (A) as a result of the Servicer’s performance of any of its obligations as Servicer, and (B) as a result of any action which the Servicer is requested to take or requested to refrain from taking by the Borrower; provided that such indemnity shall not extend to (i) any Loss which arises as a result of the willful misconduct or fraud of the Servicer, (ii) any Loss which results from a material breach by the Servicer of the express terms and conditions of this Agreement, (iii) any Loss arising as a result of any material misstatement or omissions in any public filing or offering memorandum relating to written information on the Assets and the Servicer provided by the Servicer for disclosure in such public filing or offering memorandum, (iv) any Loss arising from the violation by Servicer of the Standards of Liability, (v) any Tax imposed on net income by the revenue authorities of the United States or the State of California in respect of any payment by any Person within the Serviced Group to the Servicer due to the performance of the Services, or (vi) any Taxes imposed on net income of the Servicer by any Governmental Authority other than the revenue authorities of the United States or the State of California to the extent such Taxes would not have been imposed in the absence of any connection of the Servicer with such jurisdiction imposing such Taxes other than any connection that results from the performance by the Servicer of its obligations under this Agreement. (b) Each Person within the Serviced Group acknowledge and agree that amounts payable to or for the benefit of the Servicer under Section 11.01 shall constitute Expenses. (c) The Servicer agrees to give the Borrower prompt notice of any action, claim, demand, discovery of fact, proceeding or suit for which the Servicer intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect the Servicer’s entitlement to indemnification under this Section 11.01 unless and only to the extent such failure results in actual material prejudice to any Person within the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (d) The Servicer does hereby assume liability for, and does hereby agree to indemnify, reimburse and hold harmless on an After-Tax Basis, each Person within the Serviced Group from any and all Losses, to the extent that the Losses exceed recoveries under insurance policies maintained by the Borrower or the Servicer, that arise (A) as a result of the willful misconduct or fraud of the Servicer or (B) any Loss arising from the violation by Servicer of the Standards of Liability; provided that, notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable Losses which may be recovered from the Servicer arising out of or resulting from the causes enumerated in this Section 11.01(d) shall be an amount equal to the sum of the Servicing Fees actually received by the Servicer. 16 SECTION 11.02 Procedures for Defense of Claims. (a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify the Borrower of such claim, and the Servicer or the Borrower (as agreed between them) will undertake the defense thereof. The failure to notify the Borrower promptly shall not relieve it of its obligations under this Article XI unless such failure results in actual material prejudice to any Person within the Serviced Group with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted. (b) If agreed and accepted by the Borrower and the Servicer, the Borrower shall within 30 days undertake the conduct and control, through counsel of its own choosing and at the sole risk and expense of each Person within the Serviced Group, of the good faith settlement or defense of such claim, and the Servicer shall cooperate fully with the Borrower in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicer, and (ii) no Person within the Serviced Group shall be entitled to settle such claims unless it shall have confirmed in writing the obligation of such Person to indemnify the Servicer for the liability asserted in such claim. (c) So long as the Borrower is reasonably contesting any such claim in good faith, the Servicer shall fully cooperate with the Borrower in the defense of such claim as reasonably required by the Borrower, and the Borrower shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of the Borrower unless the Servicer agrees in writing to forego any and all claims for indemnification from each Person within the Serviced Group with respect to such claims. SECTION 11.03 Reimbursement of Costs. The costs and expenses, including fees and disbursements of counsel (except as provided in Section 11.02(b)(i)) and expenses of investigation, incurred by the Servicer in connection with any Third Party Claim, shall be reimbursed on each Payment Date by the Borrower upon the submission of evidence reasonably satisfactory to the Borrower that such expenses have been incurred in the preceding month, without prejudice to the Borrower’s right to contest the Servicer’s right to indemnification and subject to refund in the event that each Person within the Serviced Group are ultimately held not to be obligated to indemnify the Servicer. ARTICLE XII ASSIGNMENT AND DELEGATION SECTION 12.01 Assignment and Delegation. (a) No party to this Agreement shall assign or delegate this Agreement or all or any part of its rights or obligations hereunder to any Person without the prior written consent of

17 each of the other parties; provided, however, the foregoing provisions on assignment and delegation shall not limit the ability of the Servicer to contract with any Person, including any of its Affiliates, for Services in respect of Assets in accordance with Section 2.01(c) so long as the Servicer remains primarily liable for the performance of such Services; provided, further, that (x) the Servicer may assign substantially all of its obligations under this Agreement so long as it will remain primarily liable for the performance of such obligations and (y) the Borrower may assign its rights hereunder to the Security Trustee pursuant to the Security Agreement. (b) Without limiting the foregoing, any Person who shall become a successor (excluding any collateral assignment and any third party providers) by assignment or otherwise of any Person within the Serviced Group or the Servicer (or any of their respective successors) in accordance with this Section 12.01 shall be required as a condition to the effectiveness of any such assignment or other arrangement to become a party to this Agreement. ARTICLE XIII MISCELLANEOUS SECTION 13.01 Reasonable Efforts. In this Agreement the term “reasonable efforts” shall mean reasonable efforts under the commercial circumstances at the time. SECTION 13.02 Notices. All notices, demands, certificates, requests, directions, instructions and communications hereunder shall be in writing and in English and shall be effective (i) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (ii) one Business Day after delivery to an overnight courier, or (iii) on the date personally delivered to an authorized officer of the party to which sent, (iv) on the date transmitted by legible telecopier transmission with a confirmation of receipt, or (v) on the date transmitted by e-mail, in all cases addressed to the recipient as follows (or as set forth in the Credit Agreement): (a) If to any Person within the Serviced Group, to: Willis Warehouse Facility LLC c/o Willis Lease Finance Corporation 60 East Sir Francis Drake Boulevard Suite 209 Larkspur, CA 94939 Attn: General Counsel Telephone No.: (415) 408-4732 Facsimile No.: (415) 408-4701 Email: dpoulakidas@willislease.com (b) If to the Servicer, to: Willis Lease Finance Corporation 60 East Sir Francis Drake Boulevard Suite 209 18 Larkspur, CA 94939 Attn: General Counsel Telephone No.: (415) 408-4732 Facsimile No.: (415) 408-4701 Email: dpoulakidas@willislease.com (c) If to the Security Trustee, the Administrative Agent or the Facility Agent, in accordance with the Credit Agreement; or to such other address as any party hereto shall from time to time designate in writing to the other parties. In connection with the performance of their respective duties hereunder, each party may give notices, consents, directions, approvals, instructions and requests to, and otherwise communicate with, each other using electronic means, including email transmission to such email addresses as each such party shall designate to the other parties, unless otherwise agreed by the applicable parties, delivered as a .PDF (Portable Document Format) or other attachment to email including a manual authorized signature on such attached notice, consent, direction, approval, instruction, request or other communication. SECTION 13.03 Governing Law. THIS AGREEMENT 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 BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. SECTION 13.04 Jurisdiction. Each of the parties hereto agrees that the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to such New York State or, to the extent permitted by law, such U.S. federal court being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. Each of the parties hereto agrees that the process by which any suit, action or proceeding is begun in such New York State or U.S. federal court may be served on it by being delivered in connection with any such suit, action or proceeding directly to its address determined for such party pursuant to Section 13.02 or in the applicable Serviced Group Member Supplement or, in the case of any Person within the Serviced Group who does not have a place of business in the United States, executing a Serviced Group Member Supplement, to the Person named as the process agent of such party (each such process agent, a “Process Agent”) in such Serviced Group Member Supplement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Agreement to the giving of any relief 19 or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding. SECTION 13.05 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 13.06 Counterparts. 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. SECTION 13.07 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. SECTION 13.08 Power of Attorney. Each Person within the Serviced Group shall appoint the Servicer and its successors, and its permitted designees and assigns, as their true and lawful attorney-in-fact. All Services to be performed and actions to be taken by the Servicer pursuant to this Agreement shall be performed for and on behalf of each Person within the Serviced Group. The Servicer shall be entitled to seek and obtain from each Person within the Serviced Group a power of attorney in respect of the execution of any specific action as the Servicer deems appropriate. SECTION 13.09 Restrictions on Disclosure. The Servicer agrees that it shall not, prior to the termination or expiration of this Agreement or within three (3) years 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 any Person within the Serviced Group regarding the business of each Person within the Serviced Group or the Assets, except as authorized in writing by the Borrower, and except: (a) to representatives of the Servicer and any of its Affiliates in furtherance of the purpose of this Agreement provided that any such representatives shall have agreed to be bound by the restrictions on disclosure set forth in this Section 13.09; (b) to the extent the Servicer determines is necessary or appropriate in connection with the performance of its services under this Agreement subject to customary confidentiality arrangements consistent with the Standard of Care; (c) to the extent required by Applicable Law or by judicial or administrative process, but in the event of proposed disclosure, the Servicer shall seek the assistance of the Borrower to protect information in which the Borrower has an interest to the maximum extent achievable; (d) to the extent that the information: 20 (i) was generally available in the public domain; (ii) was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to any Person within the Serviced Group; (iii) was disclosed to the general public with the approval of any Person within the Serviced Group; (iv) was in the files, records or knowledge of the Servicer or any of the Servicer’s Affiliates prior to initial disclosure thereof to the Servicer or any of the Servicer’s Affiliates by any Person within the Serviced Group; (v) was provided by any Person within the Serviced Group to the Servicer or any of the Servicer’s Affiliates 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 Servicer or any of the Servicer’s Affiliates; and (e) is reasonably deemed necessary by the Servicer to protect and enforce its rights and remedies under this Agreement; provided, however, that in such an event the Servicer 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 Servicer shall inform each Person within the Serviced Group of such disclosure. SECTION 13.10 Rights of Setoff. To the extent permitted by Applicable Law, the Servicer hereby waives any right it may have under Applicable Law to exercise any rights of setoff with respect to any assets it holds owned by, or money or monies it owes to, any Person within the Serviced Group pursuant to and in accordance with the terms and conditions of this Agreement. SECTION 13.11 Nonpetition. During the term of this Agreement, the Servicer will not, prior to the date which is one year and one day after the payment in full of all Obligations (other than contingent obligations for which no claim has been made), institute against, or join any other Person in instituting against, the Borrower or any Borrower Group Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law. SECTION 13.12 Severability. If any term or provision of this Agreement or the performance thereof shall to any extent be or become invalid or unenforceable, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provisions of this Agreement, and this Agreement shall continue to be valid and enforceable to the fullest extent permitted by law. SECTION 13.13 Amendments. This Agreement may not be terminated, amended, supplemented, waived or modified, except by an instrument in writing signed by the Borrower and the Servicer, or in accordance with Section 10.02. No failure or delay of any party in exercising

21 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 13.14 Owner Trustee Liability. It is understood and agreed that each Owner Trustee that becomes a party to this Agreement pursuant to a Serviced Group Member Supplement does so solely in its capacity as owner trustee under the relevant Trust Agreement and that such Owner Trustee 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 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 or howsoever defined in the relevant Trust Agreement). [Signature Pages Follow] - Signature Page - Servicing Agreement IN WITNESS WHEREOF, this Agreement has been duly executed on the date first written above. WILLIS WAREHOUSE FACILITY LLC By: /s/ Scott B. Flaherty Name: Scott B. Flaherty Title: Manager - Signature Page - Servicing Agreement WILLIS LEASE FINANCE CORPORATION, as Servicer By: /s/ Dean M. Poulakidas Name: Dean M. Poulakidas Title: Executive Vice President APPENDIX A DEFINITIONS “After-Tax Basis” 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 or 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 other 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. “Agreement” has the meaning assigned to such term in the preamble hereof. “Asset Expenses” has the meaning assigned to such term in Section 9.03(b) of this Agreement. “Assets” means (i) all Airframes, Engines and related lease interests owned by any Person within the Serviced Group or over which any Person within the Serviced Group holds a security interest as of the Closing Date or at any time or from time to time thereafter (taking into account any acquisitions or dispositions made in accordance with this Agreement) and (ii) all Loan Assets made by any Person within the Serviced Group; provided, however, that Assets shall not include any Asset (x) that shall have ceased to be an Asset pursuant to this Agreement, or (y) in respect of which the Servicer or the Borrower shall have terminated the Servicer’s obligation to provide Services in accordance with Article X of this Agreement. “Bank Accounts” has the meaning assigned to such term in Section 6.01(b) of Schedule 2.02(a) to this Agreement. “Borrower Liabilities” means any obligations or liabilities of each Person within the Serviced Group (whether accrued, absolute, contingent, unasserted, known or unknown or otherwise). “Borrower’s broker” has the meaning assigned to such term in Section 1.03(a)(i) of Schedule 2.02(a) to this Agreement. “Cape Town Convention” means the Convention on International Interests in Mobile Equipment and its Protocol on Matters Specific to Aircraft Equipment, concluded in Cape Town on 16 November 2001. “Credit Agreement” means the Credit Agreement dated as of the Closing Date, among, inter alia, the Borrower and the Administrative Agent, (as may be amended, restated, supplemented or otherwise modified from time to time). “Existing Accounts” has the meaning assigned to such term in Section 6.01(a) of Schedule 2.02(a) to this Agreement.

A-2 “Future Lease” means, with respect to each Asset Lease, any lease agreement, conditional sale agreement, hire purchase agreement or other similar arrangement as may be in effect at any time after the Drawdown Date with respect to such Asset Lease between a Borrower Group Company (as lessor) and a Person not a Borrower Group Company (as lessee). “Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied. “Governmental Authority” means any court, administrative agency or commission or other governmental agency or instrumentality (or any officer or representative thereof) domestic, foreign or international, of competent jurisdiction including the European Union. “International Interest” has the meaning given to such term in the Cape Town Convention. “International Registry” means the registry established pursuant to the Cape Town Convention. “Loss” means any and all damage, loss, liability and expense (including reasonable legal fees, expenses and related charges and costs of investigation); provided, however, that the term “Loss” shall not include any indemnified party’s management time or overhead expenses or any income taxes payable in respect of fees paid or payable. “New Accounts” has the meaning assigned to such term in Section 6.01(b) of Schedule 2.02(a) to this Agreement. “Notice Recipients” has the meaning assigned to such term in Section 10.02(c)(i) of this Agreement. “Other Assets” has the meaning assigned to such term in Section 3.02(a) of this Agreement. “Overhead Expenses” has the meaning assigned to such term in Section 9.03(a) of this Agreement. “Prospective International Interest” has the meaning given to such term in the Cape Town Convention. “Rent Based Fee” has the meaning assigned to such term in Section 9.01 of this Agreement. “Replacement Servicer” means a replacement servicer to perform some or all of the Services under this Agreement formerly performed by the Servicer, which is appointed in accordance with Section 10.03(c) of this Agreement. “Security Agreement” means the security agreement between each of the Grantors party thereto and the Security Trustee, as amended, supplemented, restated, replaced or otherwise modified from time to time dated, or to be dated, on or before the Effective Date. A-3 “Serviced Group” means the Borrower and each Borrower Group Company. “Serviced Group Member Supplement” means an agreement substantially in the form of Exhibit A to the Servicing Agreement. “Servicer Termination Event” means any event listed in Section 10.02(b). “Services” has the meaning assigned to such term in Section 2.02(a) of this Agreement. “Servicing Fees” has the meaning assigned to such term in Section 9.01 of this Agreement. “Standard of Care” has the meaning assigned to such term in Section 3.01 of this Agreement. “Standard of Liability” has the meaning assigned to such term in Section 3.03 of this Agreement. “Termination Notice” has the meaning assigned to such term in Section 10.02(c)(i) of this Agreement. “Third Party Claim” means a claim by a third party arising out of a matter for which an indemnified party is entitled to be indemnified pursuant to Article XI of this Agreement. “WLFC Revolving Credit Facility” means that certain Fourth Amended and Restated Credit Agreement dated as of June 7, 2019, among, inter alios, WLFC, as the borrower, the lenders from time to time parties thereto, MUFG Bank, Ltd., as administrative agent and joint lead arranger, MUFG Bank, Ltd., as security agent, BOFA Securities, Inc., as joint lead arranger, joint bookrunner and syndication agent, Wells Fargo Securities, LLC, as joint lead arranger and joint bookrunner, and Wells Fargo Bank, National Association, as documentation agent, as such may be amended, restated or supplemented from time to time. SCHEDULE 2.02(a) ASSET SERVICES This Schedule 2.02(a) is a part of, and shall be incorporated into the Servicing Agreement to which this Schedule 2.02(a) is attached (the “Agreement”). The provision of the Services set forth in this Schedule 2.02(a) will be subject in all cases to such approval as may be required or such limitations as may be imposed pursuant to Section 7.04 of the Agreement and the provisions of this Schedule 2.02(a) shall be deemed to be so qualified. . ARTICLE 1 LEASE SERVICES SECTION 1.01. Collections and Disbursements. In connection with each Asset Lease of an Owned Asset under which any Person within the Serviced Group is the Lessor and each Loan Asset under which any Person within the Serviced Group is the lender, as applicable, the Servicer will: (a) invoice the Asset Lessee (if contemplated by the applicable Asset Lease) or Loan Asset Borrower (if contemplated by the applicable Loan Asset) or otherwise arrange, on behalf of such Person, for all payments due to a Person in the Serviced Group from the Asset Lessee or Loan Asset Borrower, including (as applicable) Rental Payments, Loan Asset Payments, late payment charges and any payments in respect of Taxes and other payments (including technical, engineering, transportation, insurance and other charges) due under the relevant Asset Lease or Loan Asset, direct the Asset Lessee or Loan Asset Borrower to make such payments to such accounts as are required pursuant to the Credit Agreement and take reasonable steps to enforce the rights and remedies of the Lessor under the Asset Lease or lender under the Loan Asset in the event of a nonpayment by the relevant due date; (b) review from time to time, as deemed necessary by the Servicer, the level of Usage Fees and other amounts payable under an Asset Lease (to the extent that such Usage Fees and other amounts may be adjusted under the Asset Lease) and propose to the relevant Asset Lessee or make such adjustments to the Usage Fees and other amounts as are required or that the terms of the relevant Asset Lease and practices that the Servicer believes are prevalent in the aircraft or Aircraft Engine operating lease market, as applicable; (c) maintain appropriate records regarding payments under the Asset Leases and Loan Assets; (d) subject to the terms of any applicable Portfolio Documents, take such actions as are necessary to apply any payment of any type received from any Asset Lessee or Loan Asset Borrower on a basis consistent with the terms of such Portfolio Document, including at the direction of such Asset Lessee or Loan Asset Borrower to the extent authorized by such Portfolio Document or as otherwise reasonably determined by the Servicer, and, to the extent that any such payments are made to an account other than the account to which such payment should Sch. 2.02 – 2 have been directed pursuant to such terms or direction, to take such further actions as are necessary to give effect to such terms or direction, as applicable; (e) provide or arrange for the safekeeping and recording of any letters of credit, guarantees or other credit support (other than cash and cash equivalents) held as part of security deposits or Usage Fees and the timely renewal or drawing on or disbursement thereof as provided under the applicable Portfolio Document or otherwise in accordance with Section 1.06 of this Schedule 2.02(a); and (f) set or fix from time to time, as provided for in the applicable Loan Asset Documents, the interest rate and rates that are to be adjusted by a Person in the Serviced Group under a Loan Asset (and to the extent they are provided to be adjusted pursuant to the provisions of such Loan Asset). SECTION 1.02. Maintenance. The Servicer will perform the following technical services relating to the maintenance of the Assets: (a) Monitor or arrange for the monitoring of, by technical consultants selected by the Servicer, the performance of maintenance obligations by Asset Lessees under all Asset Leases relating to the Owned Assets by including the Owned Assets in the Servicer’s technical audit program (which shall include, if deemed necessary based on the reasonable determination of the Servicer, inspection of each Owned Asset and maintenance of a record of all written reports generated in connection with such inspections) consistent with practices employed from time to time by the Servicer and its Affiliates with respect to their own aircraft and Aircraft Engines; (b) Monitor and document the monthly usage of each Owned Asset reported by the Asset Lessee in accordance with the Portfolio Documents and provide a combined report of such usage to the Borrower, if requested; (c) To the extent feasible in a commercially reasonable manner under the terms of the applicable Loan Asset, collecting summary maintenance data on each Underlying Asset and, to the extent the Servicer deems reasonably necessary or appropriate, physical inspection of the Underlying Assets consistent with applicable procedures employed from time to time by the Servicer and its Affiliates with respect to its other assets; (d) In connection with a termination or expiration of an Asset Lease of an Owned Asset under which any Person within the Serviced Group is the lessor: (i) arrange for the appropriate technical inspection of such Owned Asset for the purpose of determining if the re-delivery conditions under the Asset Lease have been satisfied; (ii) maintain a record of the return acceptance certificate and related written materials normally received and retained or generated by the Servicer in connection with such inspection and provide reasonable access to such certificates and written materials to the relevant Person within the Serviced Group;

Sch. 2.02 – 3 (iii) on the basis of the final inspection and available records, determine whether the Asset Lessee has complied with the return condition and maintenance requirements of the applicable Asset Lease; (iv) (A) determine whether the Asset Lessee has satisfied the re-delivery conditions applicable to the Owned Asset specified in the Asset Lease and negotiate any modifications, repairs, refurbishments, inspections or overhauls to or compromises of such conditions that the Servicer deems reasonably necessary or appropriate, (B) negotiate and agree on any financial payment due from the Asset Lessee or from the Lessor under the terms of the Asset Lease; (C) determine the application of any available security deposits, Usage Fees or other payments under the Asset Lease and (D) maintain a record of the satisfaction of such conditions and accept redelivery of the Owned Asset; and (v) determine the need for and procure any maintenance or refurbishment of the Asset upon redelivery, including compliance with applicable airworthiness directives, service bulletins and other modifications in all cases which the Servicer may deem reasonably necessary or appropriate for the marketing of the Asset consistent with its own practice with respect to its own aircraft and Aircraft Engines; (e) Consider and, to the extent the Servicer deems reasonably necessary or appropriate, approve any Asset Lessee-originated or Loan Asset Borrower-originated modification (including, any such modification in compliance with applicable airworthiness directives, service bulletins and other modifications specified by an aircraft or an Aircraft Engine manufacturer) to any Owned Asset or Underlying Asset submitted by any Asset Lessee: (i) to the extent authorized by the terms of the relevant Asset Lease or Loan Asset; or (ii) which the Servicer reasonably determines would not result in a material diminution in value of the Owned Asset or Underlying Asset; (f) Estimate the amount (if any) the Borrower is obliged to contribute pursuant to the provisions of an Asset Lease (taking into account the amount of Usage Fees available with respect to such Asset Lease and the receivables position of the related Asset Lessee) or Loan Asset (if any) to maintenance work performed, the cost of complying with any modification requirements, airworthiness directives and similar requirements; (g) Arrange appropriate storage and any required on-going maintenance of any Owned Asset, at the expense of the Borrower, following termination of an Asset Lease or any re- lease and redelivery of the Owned Asset thereunder and prior to delivery of such Owned Asset to a new Asset Lessee or purchaser, consistent with the Servicer’s own practice with respect to its own aircraft and Aircraft Engines; (h) Determine the aggregate amount of the Maintenance and Modification Expenses that are due and payable on each Payment Date or reasonably expected by the Servicer to become due and payable before the next succeeding Payment Date and the Projected Maintenance Costs (as defined in the Credit Agreement) for such Payment Date and the next twelve succeeding Payment Dates. The Servicer shall adjust the Maintenance Reserve Required Sch. 2.02 – 4 Amount for each successive Payment Date, taking into account additional information as to actual and Projected Maintenance Costs and may re-allocate the accrual of Projected Maintenance Costs among such Payment Date and the next twelve succeeding Payment Dates; (i) In connection with a foreclosure of a Loan Asset and possession of a Underlying Asset under which any Person within the Serviced Group is, or following the return of the related Underlying Asset will be, the owner: (i) maintain a record of all final material reports and other written materials (including any relevant reconciliation statements) received or generated by the Servicer in connection with any inspection and provide reasonable access to such reports and written materials to the relevant Persons within the Serviced Group; (ii) (A) negotiate any modifications, repairs, refurbishments, inspections or overhauls to or compromises (financial or otherwise) of any applicable conditions that the Servicer deems reasonably necessary or appropriate, (B) determine the application of any available deposits or other payments under the Loan Asset and (C) maintain a record of its determination of the satisfaction of such conditions and accept re-delivery of the Underlying Asset, which record may be (but shall not be required to be) set out in an acceptance certificate or similar document executed or delivered at return of the relevant Underlying Asset; and (j) Determine the need for, procure and monitor (as provided in clause Error! Reference source not found. above) the performance of any maintenance and refurbishment of the Underlying Asset upon return, including compliance with applicable airworthiness directives, service bulletins and other modifications which the Servicer may deem reasonably necessary or appropriate for the marketing of the Underlying Asset. The Servicer shall generally provide the technical/maintenance advisory services set forth in this Section 1.02 of this Schedule 2.02(a) through the use of its own staff, consistent with the Servicer’s own practice with respect to its own aircraft and Aircraft Engines; provided that it shall utilize third parties to provide such technical/maintenance services where it shall deem appropriate as its own expense with regard to its normal business practices. SECTION 1.03. Insurance. (a) The Servicer will provide the following insurance services: (i) assist the Borrower in the appointment of an independent insurance broker to act for the Borrower (“Borrower’s broker”), which broker may also be the broker to the Servicer; (ii) negotiate the insurance provisions of any proposed Asset Lease, Loan Asset or other agreement affecting any of the Assets, with such provisions to include such minimum coverage amounts with respect to hull and liability insurance as are consistent with the Servicer’s commercially reasonable practice with respect to its own aircraft and Aircraft Engines with any differences in such amounts to be notified to the Borrower by the Servicer; Sch. 2.02 – 5 (iii) monitor the performance of the obligations of Asset Lessees and Loan Asset Borrowers relating to insurance under Asset Leases and Loan Assets and seek appropriate evidence of insurance with respect to any Asset and obtain insurance and evidence of insurance by maintenance facilities providing maintenance work on such Asset paid for by the Servicer; (iv) to the extent hull and liability insurance is not maintained by any Asset Lessee or Loan Asset Borrower, assist in arranging, through the Borrower’s broker, a group aviation insurance program covering the applicable Assets (it being understood that any savings resulting from a group policy covering both Assets and Other Assets shall be shared pro rata on a reasonable basis), with such minimum coverage amounts with respect to hull and liability insurance as are consistent with the Servicer’s commercially reasonable practice with respect to its own aircraft and Aircraft Engines; (v) maintain through the Borrower’s broker, at the direction and expense of the Borrower, contingent insurance coverage, with such minimum coverage amounts with respect to hull and liability insurance as are consistent with the Servicer’s commercially reasonable practice with respect to its own aircraft and Aircraft Engines; (vi) advise the Borrower of any settlement offers received by the Servicer from an Asset Lessee, Loan Asset Borrower or its insurer with respect to any claim of damage or loss, including a Total Loss, of an Asset or Underlying Asset and provide the Borrower with copies of all relevant documentation related thereto and such other additional information and advice from the Asset Lessee’s or the insurer’s agents, brokers or adjusters as the Borrower may reasonably request; and (vii) accept or continue to negotiate such settlement offer or such advisement and, upon acceptance of a settlement offer, to forward to the Borrower’s broker the appropriate documentation, including releases and any indemnities required in connection with such releases, to give effect to such settlement offer and procure the execution of such documentation by the Borrower; provided, however, that, in each case where insurance is to be obtained by the Servicer through the Borrower’s broker, such insurance is reasonably available in the relevant insurance market using reasonable sourcing techniques consistent with the techniques for the Servicer’s then current practice for obtaining such insurance. Any decision or action implemented by or on behalf of the Borrower as a result of the insurance services provided by the Servicer is solely the decision of the Borrower. The foregoing provisions shall apply to any arrangements in which Persons other than Asset Lessees have possession of, or insurance responsibility for, an Owned Asset. (b) The Servicer shall provide to the Borrower such periodic reports regarding insurance matters relating to the Assets as the Servicer shall generate internally or deliver to the Borrower’s broker from time to time or as the Borrower shall request. Notwithstanding this Section 1.03 or any other provision of this Agreement, the Servicer shall not provide, and shall not be required to provide, under any term of this Agreement or otherwise, any service that may be considered to be the carrying on of “insurance mediation” in Ireland for the purposes of the Irish European Communities (Insurance Mediation) Sch. 2.02 – 6 Regulations 2005, as same may be amended or replaced from time to time. For the avoidance of doubt, “insurance mediation” means any activity involved in proposing or undertaking preparatory work for entering into insurance contracts, or of assisting in the administration and performance of insurance contracts that have been entered into (including dealing with claims under insurance contracts). SECTION 1.04. Administration. The Servicer is authorized to and shall administer each Asset Lease and Loan Asset in accordance with its terms and as otherwise specifically addressed herein. SECTION 1.05. Necessary Filings. On or about the time when any Person within the Serviced Group enters into a Future Lease, the Servicer shall coordinate with applicable parties and legal counsel to make filings, if any, and obtain the necessary opinions, if any, required by the Loan Documents. SECTION 1.06. Enforcement. The Servicer is authorized to and shall take reasonable steps to enforce the rights and remedies of the Lessor under each Asset Lease or the Borrower Group Company acting as lender under each Loan Asset and under any agreements ancillary thereto delivered by the Borrower to the Servicer (including any guarantees of the obligations of the Asset Lessee or Loan Asset Borrower) in order to cause the Asset Lessee or Loan Asset Borrower and any other party (other than the Servicer or the Borrower) under such Asset Lease or Loan Asset to perform their respective obligations owed to the Lessor by such Asset Lessee or to the Borrower Group Company acting as lender by such Loan Asset Borrower and such other parties under such Asset Lease or Loan Asset and under such ancillary agreements. Following any default by an Asset Lessee or Loan Asset Borrower under the applicable Portfolio Document, the Servicer will provide notice thereof to the Borrower and will take all steps as it deems reasonably necessary or appropriate to preserve and enforce the rights of the applicable Borrower Group Company under the applicable Portfolio Document and the Security Trustee, including entering into negotiations with such Asset Lessee or Loan Asset Borrower with respect to the restructuring of such Asset Lease or Loan Asset or declaration of an event of default under the applicable Asset Lease or Loan Asset, drawing on or making disbursement or application of any security deposits, Usage Fees or any letters of credit, guarantees or other credit support thereunder, voluntary or involuntary termination of the Asset Lease or Loan Asset and repossession or foreclosure of the Owned Asset or Underlying Asset, as applicable, that is the subject of the Asset Lease or Loan Asset, and pursuing such legal action with respect thereto as the Servicer deems reasonably necessary or appropriate. The Servicer shall be authorized to apply any security deposit available under an Asset Lease or Loan Asset, if provided therefor in the Asset Lease or Loan Asset or permitted by Applicable Law, to the obligations of the Asset Lessee or Loan Asset Borrower under such Asset Lease or Loan Asset and to direct the Administrative Agent to transfer or liquidate the relevant security deposit for such purpose. SECTION 1.07. Modifications. (a) The Servicer shall be authorized to make such amendments and modifications to any Asset Lease or Loan Asset as it shall deem reasonably necessary or appropriate; provided, however, that such amendment or modification shall require the approval of the Borrower pursuant to Section 7.04 of the Agreement if the provisions of such amendment or modification, were they to be included in a new Asset Lease or Loan Asset to be entered into after the date hereof, would, on their own, cause the entering into of such new Asset Lease or Loan Asset to require the approval of the Borrower pursuant to Section 7.04(a)(ii) of the Agreement. Such amendments or modifications may be made without regard to whether

Sch. 2.02 – 7 there is a default by the Asset Lessee or other party under or with respect to any such Asset Lease or Loan Asset. (b) The Servicer may waive overdue interest due from any Asset Lessee or Loan Asset Borrower under any Asset Lease on any default in payment of rent, principal, interest, Usage Fees or other amounts due thereunder, as applicable. SECTION 1.08. Options and Other Rights. (a) The Servicer shall take such action as it shall deem reasonably necessary or appropriate with respect to the exercise by any Asset Lessee or Loan Asset Borrower of any option or right affecting any Asset according to the terms of the related Portfolio Document; and (b) The Servicer is authorized to take such action as it shall deem reasonably necessary or appropriate with the approval of the Borrower if so required by Section 7.04 or any other Person in the Serviced Group or, if time is of the essence, without such approval, with respect to the exercise on behalf of any Person within the Serviced Group of any right or option that any Person within the Serviced Group may have with respect to any of the Assets provided that such exercise is in accordance with the terms of the relevant Portfolio Document. SECTION 1.09. Asset Lessee Solicitations. Upon the Borrower’s request, with respect to the Assets, the Servicer shall on behalf of the Lessor use commercially reasonable efforts to obtain at such times as the Servicer shall deem reasonably necessary or as required pursuant to the terms of this Agreement, Asset Lessee consents, novations, assignments, amendments and related documentation (including insurance certificates, title transfer documents, assignment of warranties and legal opinions) and the issue (or reissue) or amendment of letters of credit, guarantees and related documentation. SECTION 1.10. Other Lease Services. To the extent not otherwise provided herein, the Servicer shall use commercially reasonable efforts to cause the Borrower Group Companies to perform their obligations under the Portfolio Documents. ARTICLE 2 COMPLIANCE WITH COVENANTS SECTION 2.01. Compliance Generally. The Servicer shall take such actions as it shall deem reasonably necessary or appropriate to keep each Person within the Serviced Group in compliance with their obligations and covenants under the Credit Agreement solely to the extent that such obligations and covenants specifically relate to the status, insurance, maintenance or operation of the relevant Asset and at the cost of the Borrower; provided, however, that the foregoing shall only apply to any Credit Agreement covenants that are set forth in full in the copy of the Credit Agreement delivered by the Borrower to the Servicer and to any amendments, supplements and waivers thereto that are so delivered to the Servicer, in each case certified by the Borrower to be true, correct and complete. SECTION 2.02. International Interests. Sch. 2.02 – 8 (a) In connection with the obligation of any Person within the Serviced Group under the Security Agreement to register at the International Registry any International Interest (or Prospective International Interest) provided for under any Asset Lease of an Owned Asset, the Servicer’s sole responsibility in respect thereof shall be to direct the International Registry administrator of the applicable Person within the Serviced Group that is lessor under such Asset Lease to register such International Interest with the International Registry and seek the consent of the Asset Lessee to such registration. (b) In connection with the obligation of any Person within the Serviced Group under the Security Agreement to register the assignment to the Security Trustee of any International Interest (or Prospective International Interest) provided for under any Asset Lease of an Owned Asset, the Servicer’s sole responsibility in respect thereof shall be to, upon request by the Security Trustee, direct the International Registry administrator of the applicable Person within the Serviced Group that is lessor under such Asset Lease to consent to the registration of the assignment in favor of the Security Trustee of any International Interest (or Prospective International Interest) that has been registered with the International Registry in respect of such Asset Lease and is then held by such lessor, and request the consent of the Asset Lessee under such Asset Lease to such assignment (which consent may be set forth in the Asset Lease). (c) In connection with the obligation of any Person within the Serviced Group under the Security Agreement to register any contract of sale with respect to an Asset, the Servicer’s sole responsibility in respect thereof shall be to direct the International Registry administrator of the applicable Person within the Serviced Group that is a party to such contract of sale to register such contract of sale with the International Registry and seek the consent of the other party to such contract of sale to such registration. (d) In connection with the obligation of any Person within the Serviced Group under the Security Agreement to register any International Interest created under a Security Agreement in an Asset, the Servicer’s sole responsibility in respect thereof shall be to, upon request by the Security Trustee, direct the International Registry administrator of the applicable Person within the Serviced Group that is owner of such Asset to consent to the registration in favor of the Security Trustee of such International Interest with the International Registry. SECTION 2.03. Certain Matters Relating to Concentration Limits. (a) Concentration Limits Generally. The Servicer shall comply with the Concentration Limits and shall promptly inform the Borrower of any proposed transaction that it determines may result in such Concentration Limits being exceeded, and the Borrower shall promptly provide to the Servicer any information that the Servicer may reasonably require in connection with such Concentration Limits in order to comply with the provisions of this Section 2.03 of this Schedule 2.02(a). The Servicer shall not enter into any such transaction other than pursuant to the terms of Section 2.02(b) above. ARTICLE 3 LEASE MARKETING AND NEGOTIATION SECTION 3.01. Lease Marketing. (a) The Servicer shall provide and perform lease marketing services with respect to the Owned Assets and in connection therewith and is Sch. 2.02 – 9 authorized to negotiate and enter into any commitment for an Asset Lease of an Owned Asset on behalf of and (through the power of attorney) in the name of the relevant Person within the Serviced Group. (b) The Servicer shall negotiate any commitment for an Asset Lease of an Owned Asset in a manner consistent with the practices employed by the Servicer with respect to its aircraft and Aircraft Engine operating leasing services business generally. The Servicer is authorized to execute and deliver binding leases and related agreements on behalf of the relevant Person within the Serviced Group. Following the execution and delivery of any Asset Lease with respect to any Owned Asset, the Servicer shall deliver a copy of the executed Asset Lease. (c) The Servicer shall coordinate with applicable legal counsel or other advisors to facilitate delivery or funding under any Asset Lease or Loan Asset pursuant to the terms of the documentation of the Asset Lease of such Owned Asset, including upon an extension of such Asset Lease or Loan Asset. (d) The Servicer shall generally provide the marketing services set forth in this Section 3.01 through the use of its own marketing staff where it shall deem appropriate and shall utilize third parties to provide such marketing services where it shall deem appropriate (it being understood that while the obligations set forth in this Section 3.01Section 3.01 are, to the extent possible, generally anticipated to be discharged by the Servicer without resorting to third party service providers, the Servicer retains the flexibility to engage third party service providers as it determines in its sole discretion to be appropriate). ARTICLE 4 PURCHASES AND SALES OF ASSETS SECTION 4.01. Sales of Assets. (a) The Servicer shall provide and perform sales services with respect to the Assets at, and on a basis consistent with, direction from time to time of the Borrower, and, in connection therewith, is authorized to enter into any non-binding commitment for a sale of an Asset or any commitment for sale of an Asset subject to the Borrower approval and in compliance with Section 8.09 of the Credit Agreement, in each case on behalf of and (through a power of attorney) in the name of the relevant Person within the Serviced Group; provided, however, that, except as otherwise required in accordance with the terms of an Asset Lease (including the replacement of an Engine by an Asset Lessee in accordance with the terms of an Asset Lease), the Servicer shall not consummate any sale of any Assets or enter into any binding agreement to sell any Assets without obtaining the approval of the Borrower pursuant to Section 7.04 of the Agreement and in compliance with Section 8.09 of the Credit Agreement. (b) The Servicer shall negotiate documentation of any sale and, subject to Section 4.01(a) of this Schedule 2.02(a) and the approval requirements of Section 7.04 of the Agreement, is authorized to execute and deliver binding agreements on behalf and (through a power of attorney) in the name of the relevant Person within the Serviced Group. (c) The Servicer shall coordinate delivery of any Asset pursuant to the terms of the documentation of the sale. Sch. 2.02 – 10 SECTION 4.02. Purchases of Airframes, Engines and Parts. (a) The Servicer shall provide and perform services with respect to the purchase of Airframes and Engines or parts for Airframes and Engines at, and on a basis consistent with, the direction from time to time of the Borrower, and, in connection therewith, is authorized to enter into any non-binding commitment for a purchase of an Asset or parts for Airframes and Engines or any commitment for a purchase of an Asset or parts for Airframes and Engines subject to the Borrower approval, in each case on behalf of and (through a power of attorney) in the name of the relevant Person within the Serviced Group; provided, however, that, except as otherwise required in accordance with the terms of an Asset Lease (including the replacement of an Engine by an Asset Lessee in accordance with the terms of an Asset Lease) and as otherwise provided in Section 4.02(b) and (c) of this Schedule 2.02(a), the Servicer shall not consummate any purchase of any Airframes or Engines or parts or enter into any binding agreement to purchase any Assets or parts without obtaining the approval of the Borrower pursuant to Section 7.04 of the Agreement and in compliance with Section 8.08 of the Credit Agreement. (b) Notwithstanding any other provision in Section 7.04 of the Agreement to the contrary, the Servicer shall be permitted to purchase, sell or exchange on behalf of the Borrower any part or component relating to an Asset or spare parts or ancillary equipment or devices furnished with an Asset at such times and on such terms and conditions as the Servicer deems reasonably necessary or appropriate in connection with its performance of the Services. (c) The Servicer shall negotiate documentation of any purchase and, subject to Section 4.01(a)Section 4.02(a) of this Schedule 2.02(a) and the approval requirements of Section 7.04 of the Agreement, is authorized to execute and deliver binding agreements on behalf and (through a power of attorney) in the name of the relevant Person within the Serviced Group. Any purchase of Assets pursuant to this Section 4.01Section 4.02 may take the form of the purchase of an Owner Trust. (d) The Servicer shall arrange for the delivery of any Asset being purchased by any Person within the Serviced Group pursuant to the terms of the documentation of the purchase, the Credit Agreement and the Security Agreement. In connection with any such delivery, the Servicer shall make the necessary filings and obtain the necessary opinions required by Section 3.06 of the Security Agreement. ARTICLE 5 MARKET AND OTHER RESEARCH SECTION 5.01. Appraisals. From time to time, and not more than annually, the Borrower may obtain current or projected appraisals of the Aircraft Equipment from any one or more Appraiser and the Servicer shall, upon request, provide such information and assistance relating to such appraisal services with respect to the Aircraft Equipment as shall be reasonably necessary or appropriate in connection with such appraisals. SECTION 5.02. Regulatory Changes. The Servicer shall (a) monitor regulatory developments applicable to Aircraft Engines and (so long as there are any Assets that are Airframes, applicable to aircraft) and the Aircraft Engine operating leasing industry and, if applicable, the aircraft operating leasing industry and (b) take such action as the Servicer shall have determined may be reasonably necessary or appropriate to comply therewith.

Sch. 2.02 – 11 SECTION 5.03. Asset Lessee Information. Following the Borrower’s request therefor, the Servicer shall provide to the Borrower in summary form such information regarding default history or other material Asset Lessee information of which the Servicer has knowledge. ARTICLE 6 ASSET CASH SERVICES SECTION 6.01. Accounts and Account Information. (a) Existing Accounts. In the event that the Borrower desires to modify any of the arrangements relating to any of the existing bank accounts related to the Assets (the “Existing Accounts”), the Servicer shall, to the extent necessary to transfer signing and related authority, cooperate with each Person within the Serviced Group and the relevant banking institution to effect such modifications and shall take such other actions as are incidental thereto in order to give effect to the foregoing. (b) New Accounts. The Servicer shall notify the Borrower in the event that any new bank account needs to be established on behalf of any Person within the Serviced Group in connection with the execution of an Asset Lease with a new Asset Lessee and the Servicer shall, to the extent necessary to create signing and related authority, cooperate with the Borrower and the relevant banking institution and take such other actions as are incidental thereto in order to give effect to the foregoing (the “New Accounts” and, together with the Existing Accounts, the “Bank Accounts”). In the event that the Servicer is required to transfer funds from any Bank Account to the account of another Person (other than any Person within the Serviced Group) as provided in Section 1.01(d) of this Schedule 2.02(a), the Servicer shall coordinate with the Borrower and (if applicable) the Administrative Agent or Security Trustee to effect such transfer. SECTION 6.02. Payments. (a) Payments. The Servicer shall be authorized to direct the Administrative Agent or Security Trustee, as applicable, in writing to make disbursements from the applicable Account of all Expenses, Usage Fees and security deposits. (b) Delegation of Authority. The Borrower hereby authorizes the Servicer to make, or cause to be made, payments from the specified Bank Accounts to effect the foregoing. In order to give effect to the foregoing provisions of this Article 6 of this Schedule 2.02(a), the Borrower shall take such other actions as are necessary or appropriate, including by delegation or otherwise, pursuant to the terms of the Credit Agreement, the agreements between any Person within the Serviced Group and the relevant banking institutions with respect to the Bank Accounts or otherwise, or as the Servicer shall reasonably request, to authorize the Servicer to take such actions with respect to such Bank Accounts as the Administrative Agent determines to be necessary or appropriate as are set forth above. ARTICLE 7 PROFESSIONAL AND OTHER SERVICES Sch. 2.02 – 12 SECTION 7.01. Legal Services. The Servicer shall provide or procure legal services, in all relevant jurisdictions, on behalf of the relevant Person within the Serviced Group with respect to the lease, sale or financing of the Assets, any amendment or modification of any Asset Lease, the enforcement of the rights of any Person within the Serviced Group under any Asset Lease, any disputes that arise with respect to the Assets or for any other purpose that the Servicer reasonably determines is necessary in connection with the performance of the Services. The Servicer shall provide such legal services by using its in-house legal staff where it shall deem appropriate and shall authorize outside counsel to provide such legal services where it shall deem appropriate (including litigation) and in accordance with its practices with respect to aircraft and Aircraft Engines owned by it or its Affiliates (other than each Person within the Serviced Group). SECTION 7.02. Accounting and Tax Services. The Servicer shall arrange for such accounting and tax services and advice and other professional services (which may be provided by the Servicer’s internal staff, to the extent available) as shall be reasonably necessary or appropriate in connection with the structuring of lease, sale or financing transactions with respect to the Assets or for any other purpose that the Servicer reasonably determines is necessary in connection with the performance of the Services. SECTION 7.03. Legal Opinions. The Servicer shall coordinate obtaining the legal opinions required by the Credit Agreement (if any) with respect to Future Leases. ARTICLE 8 INFORMATION; REPORTS; CUSTODY SECTION 8.01. Monthly Reports. No later than each Monthly Date, the Servicer shall provide to the Borrower a Monthly Report containing the information required pursuant to Section 5.01 of the Credit Agreement. The Servicer shall provide each Maintenance Annual Estimate at the times and in the form required pursuant to Section 5.02 of the Credit Agreement. At the Borrower’s cost, the Servicer shall obtain Appraisals at the times and in the forms required pursuant to Section 5.02 of the Credit Agreement. SECTION 8.02. Other Information. The Servicer will make available to the Borrower and its advisers and designees, subject to their reasonable availability, and at reasonable times and upon reasonable notice, the Servicer’s directors, officers, employees, representatives, advisers and other agents, in order to provide to the Borrower and its advisers and designees information (to the extent the Servicer has possession thereof) with regard to the Assets (including in response to inquiries with respect to the reports provided to the Borrower by the Servicer pursuant to Sections 8.01 and Error! Reference source not found. of this Schedule 2.02(a)) which may be required by the Borrower. In furtherance thereof, in order to facilitate each Person within the Serviced Group carrying out its responsibilities upon the request of the Borrower, the Servicer shall make available (through physical attendance or telephonic conference) such officers and employees, depending on such persons’ reasonable availability, that the Borrower shall reasonably deem appropriate for meetings with the Borrower’s representatives to provide to the Borrower information, and response to inquiries, with respect to the reports provided to the Borrower by the Servicer pursuant to Sections 8.01 and Error! Reference source not found. of this Schedule 2.02(a). Sch. 2.02 – 13 SECTION 8.03. Custody of Documents. The Servicer agrees to hold all original documents of any Person within the Serviced Group that relate to the Assets in the possession of the Servicer in safe custody, by application of the measures comparable to those the Servicer uses in the retention of its own original documents of a similar nature. EXHIBIT A FORM OF SERVICED GROUP MEMBER SUPPLEMENT [_________], 20[_] Reference is made to the Servicing Agreement dated as of May 3, 2024 (as amended, supplemented or otherwise modified, the “Servicing Agreement”), among Willis Warehouse Facility LLC, Willis Lease Finance Corporation, and the other parties thereto, including any party thereto which has heretofore signed an agreement in substantially the form of this Serviced Group Member Supplement. The undersigned (the “New Party”) agrees, as of the date of this Serviced Group Member Supplement, to be considered a party to the Servicing Agreement for all purposes, as if an original signatory to the Servicing Agreement, and to be bound by the terms of the Servicing Agreement. This Serviced Group Member Supplement 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. THIS SERVICED 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. IN WITNESS WHEREOF, this Serviced Group Member Supplement has been duly executed on the date first written above. [ ] By: Name: Title:

[*] 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 Dated as of May 3, 2024 WILLIS WAREHOUSE FACILITY LLC as the Borrower AND THE OTHER GRANTORS PARTY HERETO in favor of BANK OF UTAH not in its individual capacity, but solely as Security Trustee SECURITY AGREEMENT - i - TABLE OF CONTENTS Page Section 1. Defined Terms; Interpretation .................................................................................... 1 1.01 Definitions .................................................................................................................. 1 1.02 Other Definitional Provisions ..................................................................................... 7 Section 2. Appointment of Security Trustee ............................................................................... 7 Section 3. Grant of Security Interest ........................................................................................... 7 3.01 Grant of Security Interest ........................................................................................... 7 3.02 Excluded Assets .......................................................................................................... 9 3.03 Establishment of Accounts ......................................................................................... 9 3.04 Security Interest Absolute ........................................................................................ 10 3.05 Reinstatement ........................................................................................................... 10 3.06 Continuing Security Interest; Assignments .............................................................. 11 3.07 Voting Rights ............................................................................................................ 11 Section 4. Representations and Warranties ............................................................................... 12 Section 5. Covenants ................................................................................................................. 13 5.01 Delivery of Instruments and Chattel Paper; Pledged Shares .................................... 14 5.02 Payment of Obligations ............................................................................................ 14 5.03 Maintenance of Perfected Security Interests ............................................................ 15 5.04 Changes in Name, Etc .............................................................................................. 15 5.05 Perfection Standards ................................................................................................. 15 5.06 Special Provisions Relating to Pledged Shares ........................................................ 18 5.07 Covenants in Credit Agreement ............................................................................... 20 5.08 Delivery of Collateral Supplements ......................................................................... 20 Section 6. Accounts ................................................................................................................... 20 6.01 Accounts ................................................................................................................... 20 6.02 Perfection of Accounts ............................................................................................. 21 6.03 Actions upon Account Replacement and Establishing Obligor Payment Accounts and Obligor Funded Accounts .................................................................. 22 6.04 Asset Payments and Other Payments ....................................................................... 22 6.05 Obligor Funded Accounts ......................................................................................... 24 6.06 Security Deposit Reserve Account, Maintenance Reserves and Obligor Funded Accounts ...................................................................................................... 24 - ii - 6.07 Liquidity Account ..................................................................................................... 25 6.08 Obligor Payment Accounts ....................................................................................... 26 6.09 The Cash Trap Account ............................................................................................ 26 6.10 Net Available Proceeds ............................................................................................ 27 6.11 Investments ............................................................................................................... 27 6.12 Unpledged Accounts ................................................................................................ 28 6.13 Expense Account ...................................................................................................... 28 6.14 Funding Account ...................................................................................................... 28 6.15 De Minimis Accounts ............................................................................................... 28 Section 7. Code and Other Remedies ........................................................................................ 28 7.01 Rights on an Event of Default .................................................................................. 28 7.02 Purchase of Collateral ............................................................................................... 29 7.03 Pledged Shares .......................................................................................................... 29 7.04 Further Assurances ................................................................................................... 29 7.05 Appointment of Receiver ......................................................................................... 30 7.06 Power of Attorney .................................................................................................... 30 7.07 Waiver ...................................................................................................................... 30 7.08 Certain Securities Act Limitations; Private Sale ...................................................... 30 7.09 Deficiency ................................................................................................................. 31 Section 8. Application of Proceeds ........................................................................................... 31 8.01 Application of Proceeds of Collections .................................................................... 31 8.02 Confirmation ............................................................................................................. 37 8.03 Communications with Parties to Contracts and Leases; Grantors Remain Liable ........................................................................................................................ 37 8.04 Proceeds to be Turned Over to Security Trustee ...................................................... 37 8.05 Application of Proceeds ........................................................................................... 38 Section 9. The Security Trustee ................................................................................................. 38 9.01 Security Trustee’s Appointment as Attorney-in-Fact, Etc ....................................... 38 9.02 Representations or Warranties .................................................................................. 40 9.03 Duty of Security Trustee .......................................................................................... 40 9.04 Further Assurances; Additional Grantors; Security Trustee Cooperation ................ 41 9.05 Authority of Security Trustee ................................................................................... 42 9.06 Reliance; Administrative Agent; Advice of Counsel ............................................... 42 9.07 Separate and Co-Trustee ........................................................................................... 43 Section 10. Miscellaneous ....................................................................................................... 44 - iii - 10.01 Amendments in Writing ........................................................................................... 44 10.02 Notices ...................................................................................................................... 45 10.03 No Waiver by Course of Conduct; Cumulative Remedies ....................................... 45 10.04 Enforcement Expenses; Indemnification .................................................................. 45 10.05 Successors and Assigns ............................................................................................ 46 10.06 Set-Off ...................................................................................................................... 46 10.07 Counterparts ............................................................................................................. 46 10.08 Severability ............................................................................................................... 47 10.09 Section Headings ...................................................................................................... 47 10.10 Integration ................................................................................................................. 47 10.11 Governing Law; Jurisdiction; Service of Process; Etc ............................................. 47 10.12 Waiver of Jury Trial ................................................................................................. 48 10.13 Acknowledgements .................................................................................................. 48 10.14 Releases, Etc ............................................................................................................. 49 10.15 No Immunity ............................................................................................................ 50 10.16 Judgment Currency ................................................................................................... 51 10.17 Use of English Language .......................................................................................... 51 10.18 No Petition ................................................................................................................ 51 10.19 Servicer as the Borrower Group Companies’ Agent ................................................ 51 SCHEDULE 1 NOTICE ADDRESSES OF GRANTORS SCHEDULE 2 GRANTOR INFORMATION SCHEDULE 3 DESCRIPTION OF ACCOUNTS SCHEDULE 4 OWNER TRUSTS; TRUST AGREEMENTS SCHEDULE 5 THE OWNED ASSETS SCHEDULE 6 ASSET LEASES SCHEDULE 7 LOAN ASSETS SCHEDULE 8 PLEDGED SHARES SCHEDULE 9 FORM OF ASSUMPTION AGREEMENT SCHEDULE 10 FORM OF COLLATERAL SUPPLEMENT SCHEDULE 11 FORM OF NOTICE OF SECURITY ASSIGNMENT SCHEDULE 12 FORM OF FAA SECURITY DOCUMENTS

SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 3, 2024, among (1) WILLIS WAREHOUSE FACILITY LLC, a limited liability company organized under the laws of the State of Delaware with its registered office at 1209 Orange Street, Wilmington, Delaware 19801 (the “Borrower”); (2) BANK OF UTAH, not in its individual capacity but solely as security trustee for the benefit of the Secured Parties (together with its successors and assigns in such capacity, the “Security Trustee”) and as the securities intermediary with respect to each of the Security Trustee Accounts (in such capacity, the “Securities Intermediary”); and (3) each of the other signatories hereto or acceding hereto as provided herein (such Persons, together with the Borrower, the “Grantors”). W I T N E S S E T H: WHEREAS, pursuant to that certain secured credit agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among, inter alios, the Borrower, the banks and financial institutions from time to time party to the Credit Agreement as “Lenders”, the Security Trustee, Bank of America, N.A., as facility agent (in such capacity, the “Facility Agent”) and Bank of Utah, as administrative agent (in such capacity, the “Administrative Agent”), the Lenders have severally agreed to make Loans to the Borrower upon the terms and subject to the conditions set forth therein; WHEREAS, the proceeds of the Loans made under the Credit Agreement will be used to enable the Borrower to originate and acquire the Assets; WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the Loans made under the Credit Agreement; and WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective Loans to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Security Trustee; NOW, THEREFORE, in consideration of the premises and to induce the Secured Parties to enter into the Credit Agreement and the Lenders to make their respective Loans to the Borrower thereunder, each Grantor hereby agrees with the Security Trustee, for the benefit of the Secured Parties, as follows: Section 1. Defined Terms; Interpretation. 1.01 Definitions. (a) Terms Generally. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit - 2 - Agreement and the following terms as used herein are defined in the New York UCC: Bank’s Jurisdiction, Certificated Security, Chattel Paper, Documents, Entitlement Holder, Entitlement Order, Financial Assets, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Securities, Securities Accounts, Securities Intermediary, Securities Intermediary’s Jurisdiction, Security Entitlements and Supporting Obligations. (b) Specific Definitions. The following terms shall have the following meanings: “Account Collateral” means (i) all right of a Grantor in and to each Account, deposit account and/or securities account at any time or from time to time established; (ii) all cash, investment property, Permitted Investments, other investments, securities, instruments, investment property or other property (including all “financial assets” within the meaning of Section 8- 102(a)(9) of the UCC) at any time or from time to time on deposit in or credited to, or required to be deposited or credited to, any such Account, deposit account and/or securities account and (iii) all interest, dividends, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing. “Account Control Agreement” means an account control agreement (or if applicable, account charge, security deed of assignment of bank account or pledge agreement) that is in form and substance reasonably satisfactory to the Security Trustee. “Additional Grantor” means each Borrower Group Company that becomes a “Grantor” hereunder on or after the Closing Date. “Administrative Agent” has the meaning given to such term in the first recital above. “Agreement” means this Security Agreement, as the same may be amended, supplemented or otherwise modified from time to time. “Asset Mortgage” means an Asset Mortgage substantially in the form of Part B of Schedule 12 attached hereto. “Asset Mortgage and Lease Security Assignment” means an Asset Mortgage and Lease Security Assignment substantially in the form of Part A of Schedule 12 attached hereto. “Assigned Agreement Collateral” means (i) all of each Grantor’s right, title and interest in and to all Assigned Agreements; and (ii) all of each Grantor’s right, title and interest in and to all deposit accounts, all funds or other property held in such deposit accounts, all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts and all other property of whatever nature, in each case pledged, assigned or transferred to it or mortgaged or charged in its favor pursuant to any Assigned Agreement and all supporting obligations (as defined in Section 9-102(a)(77) of the UCC) relating to any Assigned Agreement. “Assigned Agreements” means, in respect of any Grantor, all security assignments, cash deposit agreements and other security agreements executed in its favor, in each case as such agreements may be amended or otherwise modified from time to time. “Assigned U.S. Lease” means a Pledged Asset Lease in respect of which the Lessee is a U.S. Lessee. - 3 - “Assumption Agreement” means an assumption agreement in the form set out in Schedule 9. “Beneficial Interest Collateral” means (i) the Pledged Beneficial Interests, all certificates, if any, from time to time representing such Pledged Beneficial Interests, any contracts and instruments pursuant to which any such Pledged Beneficial Interests are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Beneficial Interest after the Closing Date; and (ii) all additional beneficial interests in any Borrower Group Company (including any Owner Trust or other Borrower Group Company the ownership of which is represented by beneficial interests), from time to time acquired by each Grantor in any manner, including the beneficial interests in any Borrower Group Company that may be formed from time to time, all options and other rights to acquire beneficial interests, all certificates and/or instruments, if any, from time to time representing such additional beneficial interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional beneficial interests. “Cape Town Lease” means any Lease either (a) that is entered into, extended or novated after March 1, 2006 with a Cape Town Lessee or (b) that is a Lease of an Airframe (that qualifies as an Aircraft Object) that is registered in a “Contracting State” at the time such Lease was or is entered into or novated or at the time such Lease’s term was amended. “Collateral” as defined in Section 3.01. “Collateral Supplement” means a Collateral Supplement in the form set out in Schedule 10. “Collections Account” means the account of the Borrower described as Collections Account in Schedule 3. “Contracting State” has the meaning specified for such term in the Cape Town Convention. “Contracts” means the Servicing Agreement, any Hedging Agreement, any Trust Agreement, any constitutional documents of a Person in respect of which any Grantor is a member, manager, shareholder or beneficial owner, and to the extent such is assignable without consent, each other agreement to which a Grantor is a party or in respect of which a Grantor holds an interest, including without limitation, any security agreement, letter of intent, manufacturer warranty, Warranties, power by the hour agreement, maintenance agreement, FHA Agreement, lease agreement entered into with any other Borrower Group Company or residual value guarantee or other manufacturer support agreement, lease guarantee and any other contract to which a Borrower Group Company is a party the pledge or assignment of which does not require any consent or action on the part of any third party, as the same may be amended, supplemented, replaced or otherwise modified from time to time, including: (a) all rights of any Grantor to receive moneys due and to become due to it thereunder or in connection therewith or to enforce obligations of any other party thereto; (b) all rights of any Grantor to damages arising thereunder; and (c) all rights of any Grantor to perform and to exercise all remedies thereunder. - 4 - “Credit Agreement” has the meaning given to such term in the first recital above. “De Minimis Account” means an account of a Borrower Group Company established for local tax or other regulatory or legal reasons to hold a de minimis amount of funds. “Default Interest Amount” means, on any date Collections are applied in accordance with Section 8.01(a) or (d), as applicable, all default interest due pursuant to Section 2.10 of the Credit Agreement. “Excluded Assets” has the meaning given to such term in Section 3.02. “Excluded Payments” means payments in respect of (i) indemnities (including interest thereon, if applicable) payable (directly or indirectly) by a Lessee to an indemnitee (other than to a Grantor for its own account) pursuant to a Lease and (ii) proceeds of public liability insurance in respect of the Assets payable, directly or indirectly, as a result of insurance claims paid, or losses suffered, by a Person (other than a Grantor for its own account) and including, for the avoidance of doubt, the Lessee. “Expense Account” means the bank account held by Security Trustee identified in writing to the Borrower as the “Expense Account”. “FAA” means the Federal Aviation Administration. “FAA Security Document” means, collectively, each Asset Mortgage, each Asset Mortgage and Lease Security Assignment and each Lease Security Assignment. “Grantors” has the meaning given to such term in the introductory paragraph hereto and shall include each Additional Grantor. “Hedge Collateral” has the meaning specified in Section 3.01(m). “Interest Amount” means, on any date Collections are applied in accordance with Section 8.01(a) or (d), as applicable, all accrued and unpaid interest on the Loans which has accrued at the Interest Rate. “Lease Security Assignment” means a Lease Security Assignment substantially in the form of Part C of Schedule 12 attached hereto. “Maintenance Reserve Account” means the bank account held by Security Trustee identified in writing to the Borrower as the “Maintenance Reserve Account”. “Membership Interest Collateral” means (i) the Pledged Membership Interests, all certificates, if any, from time to time representing such Pledged Membership Interests, any contracts and instruments pursuant to which any such Pledged Membership Interests are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Membership Interest after the Closing Date; and (ii) all additional membership interests in any Borrower Group Company (including any Asset Owning Entity and Borrower Group Company the ownership of which is represented by membership interests) from time to time acquired by each Grantor in any manner, all certificates and/or instruments, if any, from time to time representing such additional membership interests, all warrants, options and other rights to acquire membership interests and all distributions, cash, instruments and other property from time to time

- 5 - received, receivable or otherwise distributed in respect of or in exchange for any or all such additional membership interests. “Non-Monthly Payment” means, with respect to any Asset Lease or Loan Asset, Rental Payments received under such Asset Lease Documents or Loan Asset Payments under the relevant Loan Asset Documents, as applicable, that are scheduled to be on a basis to reflect more than one month of use of the Owned Asset or term of the Loan Asset. “Notice of Security Assignment” means a notice of security assignment in substantially the form set out in Schedule 11. “Obligor Funded Account” has the meaning given to such term in Section 6.05. “Obligor Payment Account” has the meaning given to such term in Section 6.08. “Pledged Asset Lease” has the meaning assigned thereto in Section 3.01(c). “Pledged Beneficial Interests” means the beneficial interests identified in any of Schedule 8 hereto and the Asset Interests in the Owner Trusts identified on Schedule 4 hereto and any Collateral Supplement or Assumption Agreement, including the beneficial interests in any Owner Trust or other Borrower Group Company that is a statutory or common law trust. “Pledged Loan Asset” has the meaning assigned thereto in Section 3.01(d). “Pledged Membership Interests” means the membership interests identified in any of Schedule 8 hereto, any Collateral Supplement or Assumption Agreement, including the membership interests in any Borrower Group Company that is an entity in which the ownership interests are represented by membership interests. “Pledged Shares” means, collectively, all Stock Collateral, all Beneficial Interest Collateral and all Membership Interest Collateral. “Pledged Stock” means the capital stock, warrants, options or other notes to acquire capital stock identified in any of Schedule 8 hereto, any Collateral Supplement or Assumption Agreement, including the stock of any Borrower Group Company in which the ownership interests are represented by stock or any similar equity interest (other than membership interests that would be included in Pledged Membership Interests or beneficial interests that would be included in Pledged Beneficial Interests). “Post-Closing Items” has the meaning given to such term in Section 5.06(d). “Proceeds” means all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC on the date hereof and, in any event, including all dividends or other income from Investment Property, collections thereon or distributions or payments with respect thereto. “Receivable” means any right to payment for goods sold, leased, licensed, assigned or otherwise disposed of, or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including any “account” and any “payment intangible” (as such terms are defined in the New York UCC)). “Remarketing and Repossession Expenses” shall mean the costs incurred by, or on behalf of, an Borrower Group Company or the Servicer of (a) performing a modification or improvement (exclusive of the substitution or replacement of an Engine or Part) of an Owned Asset that is determined by the Servicer as being reasonably necessary or appropriate in order to - 6 - remarket such Owned Asset for lease or sale or (b) repossessing an Owned Asset or an Underlying Asset or otherwise exercising remedies under an Asset Lease or Loan Asset. “Rent Based Fees” means the Senior Rent Based Fees and the Subordinated Rent Based Fees. “Required Expense Amount” means, with respect to each Payment Date, an amount equal to the Expenses (other than Servicer Expenses consisting of the Rent Based Fees) payable during the next occurring Interest Period beginning on such Payment Date or reasonably anticipated by the Administrative Agent to become due and payable during such period, the accrual of which would be prudent in light of the size and timing of such Expenses. “Requirement of Law” as to any Person, means: (a) the Organizational Documents of such Person; and (b) any law, treaty, rule or regulation or determination of an arbitrator or a court or any Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. “Security Interest” has the meaning given to such term in Section 3.01. “Security Trustee Account” means each Account (other than each Obligor Funded Account or Obligor Payment Account that is not established in the name of the Security Trustee). “Servicing Fee” has the meaning given to such term in the Servicing Agreement. “Shortfall” means, as of any Determination Date, with respect to the related Payment Date, the amount by which the Available Collections Amount is insufficient, on a pro forma basis to pay (1) any Remarketing and Repossession Expenses of any Owned Asset; (2) the Hedging Payments (Scheduled) due and payable to the Hedging Providers; (3) all Interest Amounts to the Lenders; (4) any Hedging Payments (Unscheduled) then due and payable (other than Subordinated Hedging Payments); (5) the Amortization Amount then due and payable with respect to each Loan. “Stock Collateral” means: (i) the Pledged Stock and all certificates and instruments, if any, from time to time representing such Pledged Stock, any contracts and instruments pursuant to which such Pledged Stock is created or issued, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock after the Closing Date; and (ii) all additional shares of the capital stock of any Borrower Group Company (including any Asset Owning Entity that issues capital stock) from time to time acquired by a Grantor or issued by an issuer listed on Schedule 8 in any manner, including the capital stock of any Borrower Group Company that may be formed from time to time, and all warrants, options or other rights to acquire shares, all certificates and instruments, if any, representing such additional shares of the capital stock and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional shares. “Subordinated Servicer Payments” means (a) any Subordinated Rent Based Fees and (b) Servicer Expenses that the Borrower and Servicer each agree to be paid as a “Subordinated Servicer Payments” in the priority of payments set forth in Section 8.01(a) or (d), as applicable. - 7 - “Trust Agreements” the trust agreements specified in Schedule 4 (as supplemented from time to time pursuant to an Assumption Agreement or Collateral Supplement). “U.S. Lessee” means a Lessee that has its principal place of business in the United States of America. “UCC Accounts” means “accounts” as defined in the New York UCC. “Unpledged Account” has the meaning given to such term in Section 6.12. 1.02 Other Definitional Provisions. The terms of Sections 1.02, 1.03 and 1.04 of the Credit Agreement shall apply hereto mutatis mutandis as if set forth herein in full. Section 2. Appointment of Security Trustee. Pursuant to Section 11.01 of the Credit Agreement, the Secured Parties have appointed Bank of Utah, and Bank of Utah has agreed to and accepted such appointment, to act as Security Trustee hereunder and under each other Loan Document to which it is or becomes a party with such powers as are expressly delegated to the Security Trustee by the terms of this Agreement, the Credit Agreement or such other Loan Documents, together with such other powers as are reasonably incidental thereto. Section 3. Grant of Security Interest. 3.01 Grant of Security Interest. Each Grantor, as of the date hereof if such Grantor is a party hereto on the date hereof or as of the date on which such Grantor becomes a party to this Agreement by the execution and delivery of an Assumption Agreement, hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Security Trustee and agrees to grant, assign, convey, mortgage, pledge, hypothecate and transfer to the Security Trustee, for itself and for the benefit of the Secured Parties, a first priority Lien (the “Security Interest”) in, all of such Grantor’s right, title and interest in all of the following property now existing or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: (a) each Owned Asset as the same is now and will hereafter be constituted, and in the case of any such Owned Asset that is an Engine, whether or not any such Engine shall be installed in or attached to any Airframe, and including in each case all Aircraft Objects in respect of each such Owned Asset, together with: (i) all Parts of whatever nature, which are from time to time incorporated or installed in or attached to such Owned Asset and such equipment, whether now owned or hereafter acquired, and all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations thereto (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts); and (ii) except to the extent constituting a Pledged Asset Lease or Pledged Loan Asset, all Owned Asset Documents and Owned Asset Agreements relating to such Owned Asset; - 8 - (b) the Contracts; (c) each Asset Lease and the Asset Lease Documents to which such Grantor is a party (each, a “Pledged Asset Lease”) and any Related Collateral with respect thereto; (d) each Loan Asset and the Loan Asset Documents to which such Grantor is a party (each, a “Pledged Loan Asset”) and any Related Collateral with respect thereto; (e) all Stock Collateral now owned or hereafter from time to time acquired by such Grantor; (f) all Beneficial Interest Collateral now owned or hereafter from time to time acquired by such Grantor; (g) all Membership Interest Collateral now owned or hereafter from time to time acquired by such Grantor; (h) all Account Collateral now owned or hereafter from time to time acquired by such Grantor; (i) all Assigned Agreement Collateral now owned or hereafter from time to time acquired by such Grantor; (j) intercompany indebtedness permitted by Section 8.01 of the Credit Agreement (including any leases between Borrower Group Companies); (k) all UCC Accounts, Chattel Paper in respect of any Pledged Asset Lease, Pledged Loan Asset, General Intangibles, Instruments and Letter-of-Credit Rights; (l) all Investment Property not covered by other clauses of this Section, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein; (m) all of such Grantor’s right, title and interest in and to all Hedging Agreements, and all rights to administer and otherwise deal with each such Hedging Agreement (the “Hedge Collateral”); (n) all of such Grantor’s right, title and interest in and to the personal property identified in an Assumption Agreement or a Collateral Supplement executed and delivered by such Grantor to the Security Trustee; (o) all books and records pertaining to the Collateral (including any in the possession or under the control of any document registry or service company); (p) all Proceeds of insurance; and

- 9 - (q) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, provided that the Collateral shall not include the Excluded Assets. 3.02 Excluded Assets. Notwithstanding anything to the contrary contained in the definition of Collateral, Section 3.01 or any other provisions of this Agreement or any other Security Document, this Agreement shall not constitute a transfer, assignment or grant of a security interest in any of the following (collectively, the “Excluded Assets”): (a) property to the extent that and for so long as such grant of a security interest: (i) is prohibited by any Applicable Law or Requirement of Law of a Governmental Authority; (ii) requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law or Requirement of Law; (iii) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, any applicable shareholder or similar agreement; or (iv) is constituted by any claim by a third party (other than a Borrower Group Company) against any liability insurer, except, in the case of clauses (i) through (iv), to the extent that such Applicable Law or Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Applicable Law (including Section 9-406, 9-407, 9- 408 and 9-409 of the NY UCC); provided that any proceeds or Receivable or any money or other amounts due or to become due under any such contract, license, agreement, instrument or other document or shareholder or similar agreement (including any Hedging Agreements) shall not be deemed excluded from the grant of security interest under this Agreement; (b) any Unfunded Asset that is not Additional Collateral, any lease or loan documentation in respect thereof or rights thereunder, the Stock of any Subsidiary of the Borrower that owns or leases or has another interest in an Unfunded Asset that is not Additional Collateral (and does not directly or indirectly own or lease any Asset or Stock in any Subsidiary that owns or leases any Asset), or any claims, proceeds, Receivable or any money or other amounts due or to become due under or in respect of any of the foregoing; or (c) any Excluded Payments. 3.03 Establishment of Accounts. No Grantor shall establish any Account or any other account of the Grantor except in compliance with this Section 3.03 and Section 6. - 10 - (a) With respect to each Obligor Payment Account and each Obligor Funded Account established or to be established by any Grantor: (i) to the extent such Obligor Payment Account or Obligor Funded Account is not established in the name of the Security Trustee, such Grantor shall maintain such Account in its name only and shall have entered into an Account Control Agreement with respect thereto and shall provide a legal opinion with respect to perfection of the Lien of the Security Trustee in such Account; and (ii) upon any termination of any Account Control Agreement or other agreement with respect to the maintenance of an Obligor Payment Account or Obligor Funded Account by any Grantor, such Grantor shall promptly notify all Obligors that were making payments to such Account to make all future payments to another Account meeting the requirements of this Agreement. 3.04 Security Interest Absolute. A separate action or actions may be brought and prosecuted against each Grantor to enforce this Agreement, irrespective of whether any action is brought against any other Grantor or whether any other Grantor is joined in any such action or actions. All rights of the Security Trustee and the security interest and lien granted under, and all obligations of each Grantor under, this Agreement shall be absolute and unconditional, irrespective of: (a) the validity or enforceability of the Credit Agreement or any other Loan Document; (b) any change, restructuring or termination of the corporate, company or trust structure or existence as applicable of any Grantor; (c) any change in the time, manner or place of payment of, the security for, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto; (d) any taking, exchange, release or non-perfection of the Collateral or any other collateral or taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; (e) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of such Grantor; or (f) any other circumstance whatsoever (with or without notice to or knowledge of any Grantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of the Grantors in respect of the grants of security in this Agreement, in bankruptcy or in any other instance. 3.05 Reinstatement. The grants of security contained in this Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part - 11 - thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Secured Parties upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Grantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made. The agreement in this Section 3.05 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. 3.06 Continuing Security Interest; Assignments. Subject to Section 10.14, this Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until the earlier of the payment and discharge in full of the Obligations (other than contingent obligations for which no claim has been made) and the termination of the Commitments and the circumstances specified in Section 10.14 in respect of the relevant Collateral; (b) be binding upon each Grantor, its successors and assigns; and (c) inure, together with the rights and remedies of the Security Trustee hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing paragraph (c), any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under any Loan Document to which it is a party in accordance with the terms thereof to any other Person or entity, and such other Person or entity shall thereupon become vested with all the rights in respect thereof granted to such Secured Party herein or otherwise. 3.07 Voting Rights. (a) So long as a Default or Event of Default shall not have occurred and be continuing: (i) Each of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Stock Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the organizational documents of such Grantor, the Credit Agreement or any other Loan Document; and (ii) The Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 3.07(a)(i). (b) If an Event of Default has occurred and is continuing and the Security Trustee has notified the Grantors in writing not to exercise their rights pursuant to this Section 3, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 3.07(a)(i) shall - 12 - cease, and the Security Trustee thereupon shall have the sole right to exercise or refrain from exercising such voting and other consensual rights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any Borrower Group Company), provided, however, that the Security Trustee shall have no obligation to exercise such voting or consensual right without instruction from the Secured Parties or the Required Lenders, as applicable. Section 4. Representations and Warranties. To induce the Secured Parties to enter into the Credit Agreement and the Lenders to make their Loans to the Borrower thereunder, the applicable Grantors in respect of the Asset which relates to the Loan to be made on the applicable Drawdown Date hereby represent and warrant to the Security Trustee and each Lender on such Drawdown Date as follows: (a) The applicable Asset Owning Entity is the lawful owner and holder of title with respect to the applicable Owned Asset acquired, in each case free and clear of all Liens other than Permitted Encumbrances. (b) If such Asset is an Owned Asset that is an Airframe, the Asset Owning Entity is the, to the extent applicable and possible with the Applicable Aviation Authority, registered owner of the Owned Asset. (c) In the case of a Loan Asset, the applicable Grantor is the lawful legal and beneficial owner and holder of title thereto, free and clear of Liens other than Permitted Encumbrances. (d) The Security Interest. This Agreement creates a valid and, upon completion of the filings and other actions specified herein (which, promptly upon completion of each such filing or other action, any related instrument or document shall be delivered to the Security Trustee in completed and duly executed form) perfected security interest in respect of the applicable Collateral (other than as contemplated pursuant to the Perfection Standards and, without limiting the foregoing, other than (a) the Assets and Asset Leases to the extent the registrations and filings required pursuant to this Agreement are insufficient for such purpose under Applicable Law, (b) with respect to insurance policies to the extent that Article 9 of the UCC does not apply to such Collateral and (c) letters of credit, except to the extent any such letter of credit constitutes supporting obligations of any Lease) on such Drawdown Date in favor of the Security Trustee, for the benefit of the Secured Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor, and prior to all other Liens on the Collateral in existence on the applicable Drawdown Date, except for Permitted Encumbrances and Liens permitted by Section 8.02 of the Credit Agreement which have priority over the Liens on the Collateral by operation of law, and provided that no perfection, priority, filing or registration shall be required to the extent inconsistent with the Perfection Standards. (e) Such Grantor’s full and correct legal name and jurisdiction of organization or incorporation, as applicable, and location (as defined in Section 9-307 of the UCC) as of the date hereof is as set forth in Schedule 2.

- 13 - (f) Pledged Shares. (i) The Pledged Shares constitute 100% of the issued and outstanding Ownership Interests of each Grantor (other than the Borrower) and each Subsidiary of each Grantor (other than any Excluded Assets), which on the Effective Date are as set forth on Schedule 8 (as supplemented by any Assumption Agreement or Collateral Supplement executed and delivered by any Grantor), and on each Drawdown Date, are as set forth on Schedule 8 (as supplemented by any Assumption Agreement or Collateral Supplement executed and delivered by any Grantor). As of the Effective Date and on each Drawdown Date, Schedule 8 correctly identifies the respective class and par value of such Ownership Interests and the respective number of such Ownership Interests represented by each such certificate and the registered owner thereof. (ii) The Pledged Shares in which the relevant Grantor shall hereafter grant a security interest will be duly issued and outstanding, fully paid and nonassessable and none of such Pledged Shares are or will be subject to any pre-emptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual restriction, or any restriction under any organizational instrument, upon the transfer of such Pledged Shares (except for any such restriction contained herein or in the Loan Documents). (iii) The Pledged Shares constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC other than (1) membership interests that are not certificated and the relevant operating agreement does not expressly provide that such membership interest shall be governed by Article 8 of the UCC as in effect in the jurisdiction of the issuer of such membership interests, (2) shares, stock or beneficial interests in Owner Trusts which constitute “uncertificated securities” within the meaning of Section 8-102(a)(18) of the UCC or (3) beneficial interests in Owner Trusts which do not constitute “securities” within the meaning of Section 8- 102(a)(15) of the UCC. The Pledged Shares that constitute Certificated Securities have been delivered to the Security Trustee and are either (i) in bearer form, (ii) have been endorsed, by an effective endorsement, to the Security Trustee or in blank, (iii) have been registered in the name of the Security Trustee or (iv) in respect of any Irish subsidiaries, are evidenced by share certificates, which will be delivered to the Security Trustee. None of the Pledged Shares that constitute or evidence the Collateral have any marks or notations that they have been pledged, assigned or otherwise conveyed to any Person other than the Security Trustee. (g) Accounts. On the Effective Date and on each Drawdown Date, Schedule 3 (as supplemented by any Assumption Agreement or Collateral Supplement executed and delivered by any Grantor) contains a true and complete list of the Accounts held by the Grantors. Section 5. Covenants. Each Grantor covenants and agrees with the Security Trustee and the Secured Parties that, from and after the date of this Agreement until the Obligations shall have been paid and discharged in full (other than contingent obligations for which no claim has been made) and the Commitments shall have terminated: - 14 - 5.01 Delivery of Instruments and Chattel Paper; Pledged Shares. (a) Instruments and Chattel Paper. If any amount payable under or in connection with any of the Collateral (other than Accounts and Asset Leases) shall be or become evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall be promptly delivered to the Security Trustee and, if applicable, be duly indorsed in a manner required by Applicable Law to evidence the interests of the Security Trustee in such Collateral on behalf of the Secured Parties, to be held as Collateral pursuant to this Agreement. (b) Pledged Shares. Each of the Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, filings, registrations, endorsements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the reasonable judgment of the Security Trustee to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto or to enable the Security Trustee to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall: (i) cause to be delivered to the Security Trustee each Pledged Share; (ii) with respect to certificated shares, if any certificates or instruments in respect of the Pledged Shares constituting part of the Collateral are received by any of the Grantors, as soon as practicable thereafter: (A) deliver to the Security Trustee the certificates or instruments or share transfer forms, if any, representing or evidencing the same, duly endorsed to the Security Trustee in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Security Trustee may reasonably request, all of which thereafter shall be held by the Security Trustee, pursuant to the terms of this Agreement, as part of the Collateral; and (B) take such other action as the Security Trustee may reasonably deem necessary or appropriate to duly record or otherwise perfect and keep perfected the security interest created hereunder in such Collateral; and (iii) with respect to uncertificated shares, if requested by the Security Trustee, promptly from time to time enter into such control agreements or other relevant documents, each in form and substance reasonably acceptable to the Security Trustee, as may be required to perfect and keep perfected the security interest created hereby in the Pledged Shares, and promptly furnish to the Security Trustee true copies thereof. (c) As of the date hereof, each Grantor owns the relevant Pledged Shares set forth in Schedule 8. 5.02 Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral owned or held by - 15 - such Grantor or imposed in respect of income or profits from such Collateral, as well as all claims of any kind (including claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if it occurred as a result of a Third Party Event (and the relevant Grantor is taking, or procuring that the Servicer takes, such action with respect thereto in accordance with the Standard of Care) or the amount or validity thereof is currently being contested in good faith by appropriate proceedings. 5.03 Maintenance of Perfected Security Interests. (a) Maintenance of Security Interests. Subject to the Perfection Standards, such Grantor shall maintain the security interests created by this Agreement as first priority perfected security interests in accordance with this Agreement and shall defend such security interests against the claims and demands of all Persons whomsoever. Without limiting the generality of the foregoing, no Grantor shall: (i) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Security Trustee is not named as the sole secured party for the benefit of the Secured Parties; or (ii) cause or permit any Person other than the Security Trustee (or its designee) to have “control” (as defined in Section 9-104 through 9-107 of the New York UCC) over any part of the Collateral; provided that to the extent any Related Collateral is a letter of credit, no action shall be required in addition to the grant of the security in respect of such pursuant to this Agreement and the Servicer shall be permitted to hold any such letter of credit under the direction and control of the Security Trustee. (b) Further Identification of Collateral. Such Grantor will furnish to the Security Trustee and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Security Trustee may reasonably request, all in reasonable detail. 5.04 Changes in Name, Etc. Such Grantor will not, except upon 30 days’ prior written notice to the Security Trustee and delivery to the Security Trustee of all additional financing statements and such other executed documents or instruments necessary or required under Applicable Law to maintain the validity, perfection and priority of the security interests provided for herein change its name or its jurisdiction of organization or incorporation from that as of the date hereof (or the date of the Assumption Agreement pursuant to which such Grantor acceded hereto). 5.05 Perfection Standards. The parties hereto agree that for all purposes of the Loan Documents (and notwithstanding anything to the contrary in any Loan Document), the perfection of the security interest of the Security Trustee in the Owned Assets, each Pledged Asset Lease, and any Related Collateral with respect to the foregoing shall be accomplished in accordance with the following terms (the “Perfection Standards”): - 16 - (a) With respect to each Owned Asset and Pledged Asset Lease, each Grantor shall register or cause to be registered or consent to the registration with the International Registry of, and shall take such further actions as may be necessary or desirable, or that the Security Trustee may reasonably request, to effect the registration with the International Registry of: (i) the International Interest, if any, created by this Agreement with respect to such Asset; (ii) the International Interest provided for in any Cape Town Lease to which such Grantor is a lessor or lessee; (iii) the assignment to the Security Trustee of each International Interest described in clause (ii); and (iv) the Contract of Sale with respect to any Asset by which title to such Asset is conveyed by or to such Grantor on or after the Drawdown Date relating to such Asset; (b) provided that no Grantor shall be required to register any interest (or assignment thereof) with the International Registry with respect to any Aircraft Engine relating to an aircraft that is registered in a jurisdiction which is a “title grabbing” or “title accession” jurisdiction if the applicable Lease in respect of such aircraft or Engine prohibits such registration; provided further that, if the relevant Grantor is advised by legal counsel in the jurisdiction of registration of an Asset that is an Airframe (other than the United States) that a registration described in any of clauses (i) through (iii) above with the International Registry cannot properly be made so long as the applicable aircraft is registered in such jurisdiction unless a security agreement governed by the laws of such jurisdiction is entered into, then such registration with the International Registry shall not be required for so long as such aircraft is registered in such jurisdiction (collectively, the “Required Cape Town Registrations”), provided further that (1) on or prior to the Delivery Date for an Asset, the relevant Grantor shall cause its Administrator (acting directly or through a Transacting User Entity or a Professional User Entity to whom it has given an authorization) to commence effecting the applicable registrations with the International Registry described in clauses (ii) through (iv) above and (2) in connection with any registrations with the International Registry described in clause (ii) and (iii) above, the Security Trustee shall be registered as the holder of the right to discharge such registrations (except to the extent that, after use of commercially reasonable efforts by the lessor or its representatives, the Lessee under any Assigned Lease will not consent to the right to discharge the registrations with the International Registry described in clauses (ii) and (iii) above to be held by any Person other than the applicable lessor). To the extent that (A) the Security Trustee’s consent is required for any such registration or (B) the Security Trustee is required to initiate any such registration, the Security Trustee shall cause such consent or such initiation of such registration to be effected at the request of the Grantor, and no Grantor shall be in breach of this section should the Security Trustee fail to do so in a proper fashion. (c) With respect to each Owned Asset that is an Engine, each Grantor that owns or hereafter acquires such Engine shall: (i) in the case of an Engine that is not subject to

- 17 - an Pledged Asset Lease with a Lessee that has its principal place of business in the United States of America, register and record with the FAA an Asset Mortgage with respect to such Engine (or, at its option, an Asset Mortgage and Lease Security Assignment), and (ii) in the case of an Engine that is subject to a Pledged Asset Lease with a Lessee that has its principal place of business in the United States of America, for so long as such Engine is subject to such Lease, register and record with the FAA, (A) an Asset Mortgage and Lease Security Assignment with respect to such Engine and such Assigned U.S. Lease or (B) if an Asset Mortgage is then registered with the FAA with respect to such Engine, a Lease Security Assignment with respect to such Assigned U.S. Lease. The foregoing shall not be required with respect to an Engine that is (and for so long as it remains) associated with an Airframe that is registered in a country other than the United States of America. (d) With respect to each Asset that is an Airframe, if any, that is registered in the United States of America, each Grantor that owns or hereafter acquires such Airframe shall, for so long as such Airframe is so registered, (i) in the case of an Asset that is not subject to an Pledged Asset Lease, register and record with the FAA an Asset Mortgage with respect to such Airframe (or, at its option, an Asset Mortgage and Lease Security Assignment) and (ii) in the case of an Airframe that is subject to an Pledged Asset Lease, register and record with the FAA (A) an Asset Mortgage and Lease Security Assignment with respect to such Airframe and such Assigned Lease or (B) if an Asset Mortgage is then registered with the FAA with respect to such Airframe, a Lease Security Assignment with respect to such Assigned Lease. (e) Each Grantor shall be relieved of taking the actions specified in clause (c) or (d) above if and to the extent that the Security Trustee receives an opinion of counsel based on then prevailing case law and without material qualifications to the effect that such actions are not necessary under 49 U.S.C. §44108 to establish the validity of any such Asset Mortgage, Asset Mortgage and Lease Security Assignment or Lease Security Assignment against a Person that does not have actual notice of the same, or that registration at the International Registry of the International Interest created by any such Asset Mortgage or Asset Mortgage and Lease Security Assignment or the assignment of the International Interest provided for in a Lease by any such Lease Security Assignment or Asset Mortgage and Lease Security Assignment constitutes such actual notice for purposes of such statute; provided that the Security Trustee shall not be required to determine the sufficiency of any such opinion of counsel. (f) Each Grantor, if any, incorporated in Ireland or that is a “relevant external company” within the meaning of the Companies Act 2014 of Ireland shall make any filings that may be required in accordance with Parts 7 and 21 of the Companies Act 2014 of Ireland and any filings that may be required in accordance with Section 82 of the Companies Act 2014 of Ireland, in each case within any applicable statutory time limits. Each Grantor and the Security Trustee hereby authorizes any solicitor or partner of any external counsel in Ireland approved by the Servicer to execute and present for filings to the Irish Companies Registration Office on its behalf any forms in respect of the Security Documents. (g) On or prior to the relevant Drawdown Date for an Asset, the Security Trustee shall have received a legal opinion of McAfee & Taft, special FAA counsel to the Borrower, or other nationally recognized FAA counsel addressed to the Security Trustee (or, in each case, the Grantor shall have received reasonable assurances from the applicable legal counsel that such opinion shall be delivered promptly after the applicable registrations, recordations and - 18 - filings referenced therein have been completed); provided that the Security Trustee shall not be required to determine the sufficiency of any such opinion of counsel. (h) Each Grantor shall cause UCC financing statements (and continuation statements, as applicable) covering all of the Collateral to be filed in the applicable jurisdiction. (i) The Grantor that is lessor under a Pledged Asset Lease with an Asset Lessee that is not a Borrower Group Company shall provide a notice complying with the requirements set forth in Section 3.02(n) of the Credit Agreement and shall use commercially reasonable efforts to obtain an acknowledgement from the Asset Lessee or Loan Asset Borrower (in the case of a Finance Lease), as applicable, to such notice. (j) Without limiting clause 5.05(h), each Grantor hereby irrevocably authorizes (without imposing any obligation on) the Security Trustee to file one or more financing or continuation statements, and amendments thereto, from time to time relating to all or any part of the Collateral without the signature of such Grantor where permitted by law. Such financing or continuation statements, or amendments thereto, may describe the collateral as “all assets”, “all personal property” or “all personal property, whether now owned or hereafter acquired”. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. No Grantor shall have any obligation to take any other action to perfect the security interest of the Security Trustee in the Owned Assets or the Pledged Asset Leases that is not described in this Section 5.05, including, without limitation, any of the following actions with respect to the security interests and/or International Interests granted or created by any Security Document or by any of the Leases: (i) file or cause to be filed this Agreement, any supplement hereto, any mortgage, security agreement or similar document with the FAA not described in the Perfection Standards above, (ii) other than completion of the Required Cape Town Registrations, to make any other filings or registrations with the International Registry, (iii) enter into, file, register or record this Agreement, any supplement hereto, any mortgage, security agreement or similar document with any aviation authority or other governmental entity, (iv) seek or obtain the consent of any manufacturer or other third party to the security interest in any warranties, (v) name the Security Trustee on any equipment nameplate, deregistration power of attorney, irrevocable deregistration and export request authorization or (vi) enter into any separate security assignment of insurances or reinsurances. 5.06 Special Provisions Relating to Pledged Shares. (a) Further Acts in Respect of Pledged Shares. The Grantors shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be necessary or desirable in the judgment of the Security Trustee to create, preserve, perfect, maintain the perfection of or validate the security interest granted in the Pledged Shares pursuant hereto or to enable the Security Trustee to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall: - 19 - (i) cause to be delivered to the Security Trustee the Borrower Pledge and each Borrower Group Pledge; (ii) if any of the Pledged Shares constituting part of the Collateral are received by the Grantors, as soon as practicable thereafter: (A) deliver to the Security Trustee the certificates or instruments representing or evidencing the same (if any), duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Security Trustee may reasonably request, all of which thereafter shall be held by the Security Trustee, pursuant to the terms of this Agreement, as part of the Collateral; and (B) take such other action as the Security Trustee may reasonably deem necessary or appropriate to duly record or otherwise perfect and keep perfected the security interest created hereunder in such Collateral; (iii) promptly from time to time enter into such control agreements, each in form and substance reasonably acceptable to the Security Trustee, as may be required to perfect the security interest created hereby in the Pledged Shares, and will promptly furnish to the Security Trustee true copies thereof; and (iv) keep full and accurate books and records relating to such Pledged Shares, and stamp or otherwise mark such books and records in such manner as the Security Trustee may reasonably require in order to reflect the security interests granted by this Agreement. (b) Percentage Pledged. Each of the Grantors will cause the Pledged Shares to constitute at all times 100% of the total number of issued Stock of its respective Subsidiaries (excluding any Excluded Assets). (c) Dividends, Etc. Any dividends, distributions or proceeds on the Stock paid in cash out of earned surplus (other than any made from amounts paid to the Borrower in accordance with Section 8) shall be deposited into the Collections Account as provided in Section 6.01 and applied as provided in Section 8; provided, however, that any amounts received pursuant to Section 8.01(a)(xiv) or (d)(viii) by the Borrower may be paid as a dividend or distribution to WLFC. (d) Post-Closing Items. Notwithstanding anything contained in the Loan Documents to the contrary, each Grantor shall make any filings, registrations and recordations or take any of the actions or procure any of contemplated documents that are contemplated to be made, taken or procured on a Drawdown Date in respect of the security interests granted pursuant hereto that, in each case, taking into account advice of applicable counsel be made and customary timeframes for such actions, cannot practicably be made, taken or procured on such Drawdown Date (“Post-Closing Items”) within two Business Days following the Drawdown Date or a longer timeframe that is contemplated herein or otherwise agreed between the Borrower and the Security Trustee (acting at the direction of the Required Lenders), acting reasonably (except that UCC financing statements shall be filed promptly and within two Business Days following the Drawdown Date), and no such filings, actions or documents shall be required as a condition precedent to any Loan under Section 3.02 of the Credit Agreement. To the extent - 20 - the relevant Grantor is unable to make a Required Cape Town Registration within the time period referred to above due to legal circumstances beyond such Grantor’s control, including any delay or lack of provision under local law of the issuance of, or general failure by relevant governmental entities to issue, codes that may be necessary for such registration, or due to restrictive measures of applicable authorities limiting accessibility to required equipment, such time period shall be extended to two Business Days following the cessation of such circumstances preventing completion of such registration. 5.07 Covenants in Credit Agreement. In the case of each Grantor, such Grantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, to permit the Borrower to remain in compliance with its covenants under the Credit Agreement and so that no material representation or warranty by any Borrower Group Company in the Credit Agreement or any other Loan Document is incorrect when made. 5.08 Delivery of Collateral Supplements. Upon the establishment or acquisition of any Obligor Payment Account, Obligor Funded Account, Borrower Group Company, Asset or Asset Owning Entity or pledging of any Asset as Additional Collateral, the relevant Grantor required to pledge such Collateral shall concurrently therewith execute and deliver to the Security Trustee a Collateral Supplement duly completed with respect to such Collateral and shall take such steps with respect to the perfection of the Security Interest over such Collateral as are called for in this Section 5 and otherwise in this Agreement for Collateral of the same type (subject to the Perfection Standards); provided that the foregoing shall not be construed to impair or otherwise derogate from any restriction on any such action in any Loan Document and provided further that the failure of any Grantor to deliver any Collateral Supplement as to any such assets shall not impair the Lien of this Agreement as to such assets, and each Grantor shall take such action as is required in order to perfect such security granted over such Collateral pursuant to this Agreement. Section 6. Accounts. 6.01 Accounts. On or before the Effective Date, the Borrower shall take such action as shall be necessary to establish in the name of the Security Trustee the following Accounts: (i) the Collections Account; (ii) the Security Deposit Reserve Account; (iii) the Maintenance Reserve Account; (iv) the Liquidity Account; (v) the Cash Trap Account; (vi) the Expense Account; and (vii) the Funding Account.

- 21 - 6.02 Perfection of Accounts. Each relevant Grantor shall take any action necessary to enable the Security Trustee to obtain a first priority perfected interest in each Account. On or before the Effective Date, and before the utilization of any additional Security Trustee Account contemplated by the Loan Documents, each relevant Grantor shall take any action necessary to enable the Security Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect to the Security Trustee Accounts, provided that each Grantor shall have the right to cause the Administrative Agent to direct the Security Trustee to withdraw amounts from the Accounts as provided in this Section 6.02. Each relevant Grantor shall take all actions necessary or reasonably requested by the Security Trustee to enable the Security Trustee at all times to maintain “control” (within the meaning of the applicable Uniform Commercial Code) of the Security Trustee Accounts. Each of the foregoing Accounts shall be a segregated account established in the name of the Security Trustee. Bank of Utah will maintain each of the Security Trustee Accounts as a “securities account” as such term is defined in Section 8-501(a) of the New York UCC. Bank of Utah agrees to act as the Securities Intermediary under this Agreement with respect to each of the Security Trustee Accounts in accordance with the provisions hereof. Bank of Utah waives any claim or lien against any Security Trustee Account it may have, by operation of law or otherwise, for any amount owed to it by any Grantor. The Securities Intermediary hereby agrees that notwithstanding anything to the contrary hereunder, (i) any amounts to be held by the Security Trustee hereunder and any Permitted Investments will be credited to the Security Trustee Accounts for which it is a “securities intermediary” (as defined in Section 8-102(a)(14) of the New York UCC) and the Security Trustee is the “entitlement holder” (as defined in Section 8-102(a)(7) of the New York UCC) of the “security entitlement” (as defined in Section 8-102(a)(17) of the New York UCC) against the Securities Intermediary with respect to each “financial asset” (as defined in Section 8-102(a)(9) of the New York UCC) credited to any such Security Trustee Account, (ii) all such amounts and all other property acquired with cash credited to any Security Trustee Account will be credited to such Security Trustee Account, (iii) all items of property (whether cash, investments, securities, instruments or other property) credited to a Security Trustee Account will be treated as a “financial asset” under Article 8 of the UCC, (iv) the “securities intermediary’s jurisdiction” (as defined in Section 8-110(e)(1) of the UCC) with respect to a Security Trustee Account is the State of New York, (v) (a) the law of the State of New York governs all issues specified in Article 2(l) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary and, to the extent not so provided in any account agreement governing the Security Trustee Accounts established pursuant to this Section 6.02, such account agreement is hereby amended to so provide and (b) it will not modify the law applicable to such issues or (so long as this Agreement is in effect) under such account agreement and (vi) all securities, instruments and other property in order or registered from and credited to a Security Trustee Account shall be payable to or to the order of, or registered in the name of, the Securities Intermediary or shall be endorsed to the Securities Intermediary or in blank, and in no case whatsoever shall any “financial asset” credited to a Security Trustee Account be registered in the name of any Grantor, payable to or to the order of any Grantor or specially endorsed to any Grantor except to the extent the foregoing have been specially endorsed by such Grantor to the Securities Intermediary or in blank. The Security Trustee agrees that it will hold (and will indicate clearly in its books and records that it holds) its “security entitlement” to the “financial assets” credited to the Security Trustee Accounts in trust for the benefit of the Secured Parties as set forth in this Agreement. Each Grantor acknowledges that, by reason of the Security Trustee being the “entitlement holder” in respect of the Security Trustee Accounts as - 22 - provided above, the Security Trustee shall have the sole right and discretion, subject always to the terms of this Agreement, to give all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) with respect to the Security Trustee Accounts and any and all financial assets and other property credited thereto to the exclusion of each Grantor. Except in accordance with the terms of this Agreement, no Grantor shall remove or give any instruction to remove any item from the Accounts without the Security Trustee’s prior written consent (such consent to be given solely at the written direction of the Facility Agent). 6.03 Actions upon Account Replacement and Establishing Obligor Payment Accounts and Obligor Funded Accounts. Before replacing or establishing any Obligor Payment Account or Obligor Funded Account, each Grantor shall notify the Security Trustee in advance and cause each account bank in which it seeks to open such account, to enter into a control agreement with the Security Trustee in order to give the Security Trustee “control” (within the meaning of the applicable Uniform Commercial Code) of such account or to execute any agreement and take any action in order to perfect the security interest of the Security Trustee under Applicable Law in such account and the proceeds thereof. Except as provided in this Section 6.03, no Grantor shall open any new bank deposit or other account without the prior written consent of the Security Trustee (to be provided upon the written direction of the Administrative Agent). 6.04 Asset Payments and Other Payments. (a) The Grantors shall instruct the related Asset Lessee or Loan Asset Borrower (or relevant agent under the applicable Loan Asset Documents) to make all Asset Payments related to such Asset to the Collections Account, the Obligor Funded Account or Obligor Payment Account, as applicable, in accordance with the terms of the Loan Documents. To the extent that an Asset Lessee or Loan Asset Borrower pays any Asset Payments into any account that is not an Account, the Grantors shall procure that such amounts are transferred into the Collections Account, or an Obligor Payment Account, as applicable, as promptly as practicable (not later than two Business Days) after the Borrower has Actual Knowledge thereof, and such funds have been identified, cleared and become available. (b) All swept amounts shall be net of any amount received by the Loan Asset Borrower or Asset Lessee which are required to discharge, Taxes which are due, owing and payable in connection with the related Asset and the applicable Grantor shall apply such net amount to discharge such Tax liability. (c) The Grantors shall not make withdrawals, nor direct the Security Trustee to make any withdrawals, from the Accounts in any manner contrary to its agreements hereunder or under the other Loan Documents, except: (i) in accordance with the Loan Documents; (ii) to withdraw Segregated Funds, including amounts in respect of Security Deposits, from an Obligor Funded Account for the purpose of refunding such amounts to the Asset Lessee or Loan Asset Borrower upon such becoming refundable in accordance with the applicable Portfolio Documents. The Grantors shall not have any right to direct the Security Trustee to make any withdrawal from, or transfer from or to, any Obligor Funded Account in respect - 23 - of any portion of the Segregated Funds that is contrary to the requirements of the respective Portfolio Documents; (iii) to withdraw funds (but in the case of Segregated Funds, solely to the extent such funds are permitted to be withdrawn and applied in such manner in accordance with the applicable Portfolio Documents) from the Security Deposit Reserve Account for any or all of the following purposes: (A) if any amounts in respect of Security Deposits are required to be refunded to an Asset Lessee or Loan Asset Borrower in accordance with the applicable Portfolio Documents and (B) to make the transfers and payments described in Section 6.06; (iv) to withdraw funds (but in the case of Segregated Funds, solely to the extent such funds are permitted to be withdrawn and applied in such manner in accordance with the applicable Portfolio Documents) from the Maintenance Reserve Account for any or all of the following purposes: (A) to fund any Lessee Reimbursements, (B) to fund maintenance performed on an Owned Asset by any Borrower Group Company or the Servicer, (C) to pay for the cost of performing Mandatory Asset Modifications and (D) to make the transfers and payments described in Section 6.06; (v) where any part of an Asset Payment received into an Account constitutes an amount to be applied to discharge a liability in respect of Taxes, the Grantor related to the applicable Asset in respect of which the tax liability has arisen, may withdraw the applicable amount from such Account to apply such to such Tax liability; (vi) withdraw from the Expense Account (to the extent of funds on deposit therein) such amount as is needed to discharge any Expenses then due and payable and pay such amount to the appropriate payees thereof; (vii) transfer from the Collections Account from time to time (but in no event on less than one Business Day prior written notice to the Administrative Agent and the Security Trustee (unless such one Business Day notice requirement is waived by the Security Trustee)) other amounts to the Expense Account, in each case only to the extent that such funds are to be applied to Expenses that become due and payable during such Interest Period and for the payment of which there are insufficient funds in the Expense Account; provided that no such transfer from the Collections Account in respect of Expenses shall be made prior to the next succeeding Payment Date if, in the reasonable judgment of the Administrative Agent, such transfer would have a material adverse effect on the ability of the Borrower to make payments of accrued and unpaid interest then outstanding on the next Payment Date therefor in accordance with Section 8 hereof. Error! Reference source not found. (d) Notwithstanding anything to the contrary in this Agreement, if any Rental Payment or Loan Asset Payment, as applicable, is received (i) prior to its stated due date under the relevant Portfolio Documents, as applicable, (without regard to any business day convention in such Portfolio Documents that would automatically move the actual due date forward if the stated due date falls on a non-business day) and (ii) during the Collection Period (an “Early Collection Period”) prior to the Collection Period in which such payment would have been received had it been received on such stated due date (a “Scheduled Collection Period”, and - 24 - such Rental Payment or Loan Asset Payment, as applicable, an “Early Collection Period Payment”), such Early Collection Period Payment shall be deemed to have been received during the Scheduled Collection Period and held in the Collections Accounts until the Payment Date immediately following the end of such Scheduled Collection Period. (e) Notwithstanding anything to the contrary in this Agreement, for so long as no Early Amortization Event has occurred and is continuing (but only to the extent that application thereof would not reasonably be expected to result in an Event of Default or Early Amortization Event on a future Payment Date), or if an Event of Default has occurred and is continuing, if any Non-Monthly Payment is received during a Collection Period, then, based on written instruction from the Servicer to the Security Trustee, pro rata amounts of such Non- Monthly Payment shall be considered as received in one or more subsequent Collection Periods and designated as part of the Available Collections Amount to be applied on the Payment Date immediately following such Collections Period pursuant to Section 8.01(a) or Section 8.01(d) as is applicable. 6.05 Obligor Funded Accounts. On or before the Drawdown Date of a Loan related thereto, if, pursuant to the terms of any Portfolio Documents and subject to Section 6.02, any amounts paid by an Asset Lessee or Loan Asset Borrower are Segregated Funds (including in respect of a Security Deposit), the Grantor shall establish one or more accounts (each, an “Obligor Funded Account”) into which such Segregated Funds, and only such Segregated Funds, are paid in respect thereof and deposit an amount equal to such Segregated Fund into such Obligor Funded Account, provided that upon opening, to the extent such Obligor Funded Account is not established in the name of the Security Trustee, the applicable Obligor Funded Account is subject to an Account Control Agreement. 6.06 Security Deposit Reserve Account, Maintenance Reserves and Obligor Funded Accounts. (a) Each amount received by a Borrower Group Company from an Asset Lessee or Loan Asset Borrower in respect of a Security Deposit or maintenance reserves following the Drawdown Date for the related Asset shall be paid to the Collections Account, as applicable, unless such funds constitute Segregated Funds in which case such amount, as well as any other Segregated Funds, shall be paid into the applicable Obligor Funded Account. On each Payment Date, amounts up to the Security Deposit Additional Amount and the Maintenance Reserve Additional Amount shall be deposited into the Security Deposit Reserve Account or Maintenance Reserve Account, as applicable, from the Collections Account in accordance with Section 8 hereof. (b) Regardless of whether an Event of Default has occurred and is continuing, the amounts standing to the credit of the balance of the Security Deposit Reserve Account or the applicable Obligor Funded Account shall be paid from such Account to the applicable Asset Lessee or Loan Asset Borrower in order to return a Security Deposit (or to fund other Segregated Funds on deposit in such Obligor Funded Account) relating to an Asset Lease or Loan Asset which the Borrower is contractually obliged to return as such become due and payable in accordance with the terms of the applicable Portfolio Documents.

- 25 - (c) Regardless of whether an Event of Default has occurred and is continuing, the amounts standing to the credit of the balance of the Maintenance Reserve Account or the applicable Obligor Funded Account shall be paid from such Account to the applicable Asset Lessee or Loan Asset Borrower in order (i) to fund any Lessee Reimbursements relating to an Asset Lease or Loan Asset which the applicable Borrower is contractually obliged to return, (ii) to fund maintenance performed on an Asset by any Borrower Group Company or the Servicer that is not a Lessee Reimbursement, in the case of funds drawn from the Maintenance Reserve Account, which constitutes part of the Projected Maintenance Cost, (iii) to pay for the cost of performing Mandatory Asset Modifications that is not a Lessee Reimbursement, in the case of funds drawn from the Maintenance Reserve Account, which constitutes part of the Projected Maintenance Cost and (iv) to repay to the relevant Person Segregated Funds as such become due and payable in accordance with the terms of the applicable Portfolio Documents. (d) On the Payment Date (or other date on which an adjustment in the Maintenance Reserve Required Amount applies due to a Disposition) on which the amount on deposit in the Maintenance Reserve Account exceeds the then applicable Maintenance Reserve Required Amount (after giving effect to all other payments to be made on such Payment Date), the Borrower or the Servicer may direct the Security Trustee in writing to transfer from the Maintenance Reserve Account to the Collections Account, for inclusion in the Available Collections Amount on such Payment Date, the excess, if any, of the balance in the Maintenance Reserve Account over the Maintenance Reserve Required Amount, as so adjusted (if applicable). (e) On the Payment Date (or other date on which an adjustment in the Security Deposit Required Amount applies due to a Disposition) on which the amount on deposit in the Security Deposit Reserve Account exceeds the then applicable Security Deposit Required Amount (after giving effect to all other payments to be made on such Payment Date), the Borrower or the Servicer may direct the Security Trustee in writing to transfer from the Security Deposit Reserve Account to the Collections Account, for inclusion in the Available Collections Amount on such Payment Date, the excess, if any, of the balance in the Security Deposit Reserve Account over the Security Deposit Required Amount, as so adjusted (if applicable). 6.07 Liquidity Account. (a) The Borrower shall cause to be deposited into the Liquidity Account (which, in each case, may be from the proceeds of any Loan extended on a Drawdown Date): (i) on the first Drawdown Date after the Closing Date, an amount equal to $1,000,000; (ii) on the third Drawdown Date after the Closing Date, an amount equal to the amount required to cause the balance in the Liquidity Account to be equal to the Liquidity Account Required Amount; and (iii) on the Drawdown Date on which the sum of the principal balance of each Loan as of its Drawdown Date (regardless of subsequent principal repayment) exceeds 25% of the Maximum Loan Amount, an amount equal to the amount required to cause the balance in the Liquidity Account to be equal to the Liquidity Account Required Amount. - 26 - (b) If the Servicer determines, with respect to any Collection Period, that a Shortfall will exist on the related Payment Date, (a) the Servicer will give the Security Trustee notice of the amount of such Shortfall in the Monthly Report in sufficient detail to permit the Security Trustee to determine the amount of the Shortfall and (b) on the related Payment Date, prior to applying amounts in accordance with Section 8.01, the Security Trustee will deposit the amount of any Shortfall into the Collections Account from the Liquidity Account and shall comprise part of the Available Collections Amount for such Payment Date. (c) Without prejudice to Section 6.07(a), the Security Trustee will apply the Available Collections Amount to the Liquidity Account as set forth in the Monthly Report in accordance with Section 8.01 in an amount equal to the lesser of the Available Collections Amount and the Liquidity Account Additional Amount. (d) In any Monthly Report with respect to a Payment Date on which the amount on deposit in the Liquidity Account exceeds the then applicable Liquidity Account Required Amount (after giving effect to all other payments to be made on such Payment Date), the Borrower or the Servicer on its behalf may direct the Security Trustee in writing to transfer from the Liquidity Account to the Collections Account, for inclusion in the Available Collections Amount on such Payment Date, the excess, if any, of the balance in the Liquidity Account over the Liquidity Account Required Amount, as so adjusted (if applicable). 6.08 Obligor Payment Accounts. On or before the Drawdown Date of a Loan related thereto, if required under any Portfolio Documents to which any Grantor is a party or the Grantor or the Servicer otherwise determines that it is appropriate (including for tax or regulatory reasons) and subject to Section 6.02, the Grantor may establish one or more accounts into which Obligors will make Asset Payments, as applicable, if required (each, an “Obligor Payment Account”), provided that upon opening, to the extent such Obligor Payment Account is not established in the name of the Security Trustee, the applicable Obligor Payment Account is subject to an Account Control Agreement. All Asset Payments provided by or on behalf of an Obligor to secure such Obligor’s obligations under an Asset Lease or a Loan Asset not paid to the Collections Account or an Obligor Funded Account shall be deposited into the appropriate Obligor Payment Account, in each case as the Servicer may determine (it being agreed and understood that any such amounts constituting Segregated Funds may be deposited directly into the appropriate Obligor Funded Account, as applicable). The Borrower shall direct, or shall cause the relevant Servicer to direct, the transfer of all funds deposited in such Obligor Payment Account (excluding any de minimis amounts on deposit therein that are required to be retained therein or, if it would otherwise be permitted to make such payment from the Expense Account, paid therefrom for regulatory or other legal reasons) promptly upon receipt thereof and to the extend any such funds remain on deposit in such Obligor Payment Account on any Determination Date, the Borrower shall direct or shall cause the Servicer to direct the Security Trustee to transfer such amounts to the Collections Account on or promptly after such Determination Date for inclusion in the Available Collections Amount for the related Payment Date. 6.09 The Cash Trap Account. If a DSCR Cash Trap Event has occurred and is continuing, on any applicable Payment Date, the Available Collections Amount shall be deposited into the Cash Trap Account from the Collections Account in accordance with the Monthly Report and Section 8.01(a)(xiv) of this Agreement. On the next Determination Date, the Security Trustee - 27 - will transfer all amounts on deposit in the Cash Trap Account to the Collections Account for application as part of the Available Collections Amount on the Payment Date relating to such Determination Date. 6.10 Net Available Proceeds. The relevant Borrower Group Company shall procure that all Net Available Proceeds shall be paid directly into the Collections Account or an Obligor Payment Account, unless such Net Available Proceeds in respect of a Total Loss are paid to the Security Trustee in which case the Security Trustee shall pay such amounts into the Collections Account within two Business Days of receipt. If a Disposition occurs after a Collection Period has ended but prior to the related Payment Date, the Borrower may elect to treat such Disposition as having occurred (and the related Net Available Proceeds as having been received) during such Collection Period, including for purposes of determining amount payable pursuant to Section 8, subject to delivery of a prepayment notice in accordance with the requirements of the Credit Agreement. In addition, the Borrower may elect to transfer any amounts on deposit in the Security Deposit Account or Maintenance Reserve Account relating to an Asset subject to a Disposition to the Collections Account on the date of such Disposition to be applied to the related prepayment (and other amounts due in connection with such disposition) (and for the avoidance of doubt, if such amounts are on deposit in an Account and the Security Trustee has been instructed to transfer such amounts to the Collections Account, such amounts shall be considered as having been deposited in the Collections Account for purposes of determining if the required prepayment amount has been deposited in the Collections Account permitting release of the relevant Collateral in connection with such Disposition). 6.11 Investments. The balance from time to time standing to the credit of the Accounts shall be invested from time to time in such Permitted Investments as the Borrower shall direct in writing, which Permitted Investments shall mature one Business Day prior to the next succeeding Payment Date, to the extent necessary to enable all scheduled payments to be made on such Payment Date and shall be held in the name and be under the control of the Security Trustee (and credited to the respective Account); provided that at any time after the occurrence and during the continuance of an Event of Default, the Security Trustee, at the direction of the Lenders, shall direct (to the exclusion of the Borrower) all such Permitted Investments and may in its discretion at any time and from time to time liquidate any such investments and to apply or cause to be applied the proceeds thereof to the payment of the Obligations in the manner provided in Section 8.01(d); provided further that any amounts on deposit in an Obligor Funded Account may only be invested upon the direction of a Borrower, in accordance with and subject to the applicable provisions of the applicable Asset Lease or Loan Asset Documents. The Security Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Security Trustee’s economic self-interest for: (a) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the investments; (b) using Affiliates to effect transactions in certain investments and (c) effecting transactions in certain investments. - 28 - Income earned on Permitted Investments shall be treated as Collections and shall be credited to the Collections Account or an Obligor Payment Account. The Security Trustee shall have the power to sell or liquidate the foregoing investments made from the balance of an Account whenever the Security Trustee shall be required to direct the release of any amount from such Account pursuant to the terms hereof. The Security Trustee shall not have responsibility for any losses resulting from the investment, reinvestment or liquidation of any such amounts. If a selection is not made, such amounts shall remain uninvested with no liability for interest therein. Neither the Security Trustee nor any of its Affiliates assume any duty or liability for monitoring the investment rating of any investment. 6.12 Unpledged Accounts. Each Borrower Group Company may establish and maintain, in its discretion, accounts with such institution it selects, in its discretion, which shall not constitute Collateral (each an “Unpledged Account”); provided that the only amounts which are paid into such Unpledged Account are amounts which have originally been paid to, or paid at the direction of, the Borrower pursuant to Section 8.01(a)(xiv), 8.01(c)(iii)(D) or 8.01(d)(viii) or amounts received in respect of Unfunded Assets or Excluded Assets. The terms of this Agreement or any other Loan Agreement shall not apply to any Unpledged Account except the restrictions and the provisions of this Section 6.12. 6.13 Expense Account. On each Payment Date, the Required Expense Amount shall be deposited into the Expense Account from the Collections Account to the extent of the Available Collections Amount in accordance with Section 8.01. Expenses shall be paid from the Expense Account as provided in Section 6.04(c). 6.14 Funding Account. The Administrative Agent shall credit the proceeds of any applicable Loans to the Funding Account in accordance with Section 2.04 of the Credit Agreement. Amounts in the Funding Account shall be withdrawn from the Funding Account and applied in accordance with Section 2.05 of the Credit Agreement. 6.15 De Minimis Accounts. Notwithstanding anything to the contrary in any Loan Document, De Minimis Accounts held by a Grantor shall be Accounts that are Collateral hereunder, but no further action shall be required to be taken by any Grantor in respect of the establishment, perfection or priority of the grant of security in any De Minimis Account (including that no Account Control Agreement shall be required to be entered into in respect thereof). Section 7. Code and Other Remedies. 7.01 Rights on an Event of Default. If an Event of Default shall occur and be continuing, and only upon the written direction of the Administrative Agent, acting on the instruction of the Required Lenders, the Security Trustee shall have the right and power to exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC, the Cape Town Convention or any other Applicable Law. Without limiting the generality of the foregoing, the Security Trustee, acting at the written direction of the Administrative Agent (upon the instruction of the Required Lenders) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person

- 29 - (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances (subject always, in each case, to the rights of the Lessees under any Asset Lease) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith repossess, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Security Trustee or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. 7.02 Purchase of Collateral. The Security Trustee, acting at the written direction of the Administrative Agent (upon the instruction of the Required Lenders) or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Security Trustee’s request, to assemble the Collateral and make it available to the Security Trustee at places which the Security Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. The Security Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 7.02 with respect to any Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral of such Grantor or in any way relating to the Collateral of such Grantor or the rights of the Security Trustee and the Secured Parties hereunder with respect thereto, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of such Grantor, in the order specified in Section 8, and only after such application and after the payment by the Security Trustee of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Security Trustee account for the surplus, if any, to any Grantor. 7.03 Pledged Shares. In the case of Pledged Shares, the Security Trustee may require the relevant Grantor to cause the Pledged Shares to be transferred of record into the name of the Security Trustee or its nominee (and the Security Trustee agrees that if any of such Pledged Shares is transferred into its name or the name of its nominee, the Security Trustee will thereafter promptly give to the relevant Grantor copies of any notices and communications received by it with respect to the Pledged Shares). The Security Trustee shall have no obligation to take any action with respect to the Pledged Shares unless instructed in writing by the Borrower (prior to the occurrence of an Event of Default) or the Administrative Agent, acting on the instruction of the Required Lenders (after the occurrence and during the continuance of an Event of Default). 7.04 Further Assurances. If an Event of Default shall have occurred and be continuing, at the request of the Security Trustee, each Grantor shall promptly execute and deliver to the Security Trustee such instruments of title and other documents as the Security Trustee may deem necessary or advisable to enable the Security Trustee or an agent or representative designated by the Security Trustee, at such time or times and place or places as the Security Trustee may specify, to obtain possession of all or any part of the Collateral to which the Security Trustee shall at the time be entitled hereunder. If any Grantor shall for any reason fail to execute and deliver such instruments and documents after such request by the Security Trustee, the Security Trustee may: - 30 - (a) obtain a judgment conferring on the Security Trustee the right to immediate possession and requiring such Grantor to execute and deliver such instruments and documents to the Security Trustee, to the entry of which judgment such Grantor hereby specifically consents to the fullest extent permitted by law; and (b) pursue all or part of such collateral wherever it may be found. 7.05 Appointment of Receiver. The Security Trustee shall, as a matter of right, be entitled to the appointment of a receiver (who may be the Security Trustee or any successor or nominee thereof) for all or any part of the Collateral, whether such receivership be incidental to a proposed sale of the Collateral or the taking of possession thereof or otherwise, and each Grantor hereby consents to the appointment of such a receiver and will not oppose any such appointment. Any receiver appointed for all or any part of the Collateral shall be entitled to exercise all the rights and powers of the Security Trustee with respect to the Collateral. 7.06 Power of Attorney. Effective during the continuation of an Event of Default, each Grantor irrevocably appoints the Security Trustee as its true and lawful attorney-in fact in its name and stead and on its behalf, for the purpose of effectuating any sale, assignment, repossession, transfer or delivery for the enforcement of the Lien of this Security Agreement, whether pursuant to foreclosure or power of sale, assignments and other instruments as may be necessary or appropriate, with full power of substitution, each Grantor hereby ratifying and confirming all that such attorney or any substitute shall lawfully do by virtue hereof. Nevertheless, if so requested by the Security Trustee or any purchaser, each Grantor shall ratify and confirm any such sale, assignment, repossession, transfer or delivery, by executing and delivering to the Security Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may be designated in any such request. 7.07 Waiver. To the extent permitted by Applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Security Trustee or any Secured Party arising out of the exercise by any of them of any rights hereunder or under any other Loan Document. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed commercially reasonable and proper if given at least 15 Business Days before such sale or other disposition. In no event shall the Security Trustee or any of its agents or representatives be liable in respect of the amount of the purchase price received in connection with any public or private sale of Collateral held in accordance with Section 7.02. 7.08 Certain Securities Act Limitations; Private Sale. (a) Effect of Securities Act Limitations. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Security Trustee may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable to the Security Trustee than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Security Trustee shall have no - 31 - obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit such Grantor to register it for public sale. Each Grantor agrees that to the extent the Security Trustee is required by Applicable Law to give reasonable prior notice of any sale or other disposition of any Collateral, 20 Business Days’ notice shall be deemed to constitute reasonable prior notice. (b) Private Sales. The Secured Parties shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to this Section 7.08 conducted in a commercially reasonable manner. Each Grantor hereby waives any claims against the Secured Parties arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Security Trustee accepts the first offer received and does not offer the Collateral to more than one offeree. 7.09 Deficiency. Subject always to the terms of Section 10.11(e) hereof and Section 12.05 of the Credit Agreement, each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral (including a Disposition) are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Security Trustee or any Secured Party to collect such deficiency. Section 8. Application of Proceeds. 8.01 Application of Proceeds of Collections. (a) Application of Proceeds of Collections on each Payment Date prior to an Event of Default: On or prior to each Monthly Date, the Borrower shall have delivered a Monthly Report to the Security Trustee, the Administrative Agent and the Lenders setting forth the amounts to be distributed pursuant to paragraphs (i) through (xvi) of this Section 8.01(a). Subject to Section 8.01(d), on each Payment Date all of the Available Collections Amount and any relevant Cure Payments shall be transferred to the Collections Account and the Security Trustee shall apply such amounts in the order of priority set forth in this Section 8.01(a): (i) first, in no order of priority inter se, but pro rata: (A) pro rata, to reimburse the Security Trustee for Security Trustee Expenses, the Administrative Agent for Administrative Agent Expenses and the Lenders for Lender Expenses and Break Funding Payments (the amounts set forth in this Section 8.01(a)(i)(A), collectively, “Secured Party Expenses”); (B) to the Lenders in respect of all Unused Commitment Fees; and (C) to pay Servicer Expenses (including the Senior Rent Based Fees, but excluding the Subordinated Servicer Payments) that are due and payable or reimbursable on such Payment Date; - 32 - (ii) second, to the Expense Account, an amount such that the amount on deposit therein is equal to the Required Expense Amount for such Payment Date, (iii) third, in no order of priority inter se, but pro rata, to: (A) the Hedging Providers, an amount equal to the Hedging Payments (Scheduled) then due and payable; and (B) the Lenders in respect of all Interest Amounts, (iv) fourth, in no order of priority inter se, but pro rata, to: (A) the Hedging Providers, an amount equal to the Hedging Payments (Unscheduled) then due and payable (other than Subordinated Hedging Payments); and (B) the Lenders, the Amortization Amount then due and payable with respect to each Loan, (v) fifth, to the Lenders, pro rata, in respect of all Default Interest Amounts; (vi) sixth, to the Security Deposit Reserve Account, the Security Deposit Additional Amount; (vii) seventh, to the Maintenance Reserve Account, the Maintenance Reserve Additional Amount; (viii) eighth, to the Liquidity Account, the Liquidity Account Additional Amount; (ix) ninth, in no order of priority inter se, but pro rata, an amount equal to any Scheduled Cash Sweep Amount to (A) the Lenders, in respect of repayment of principal with respect to each Loan and (B) the Hedging Providers, in respect of remaining due and payable Hedging Obligations (if any) other than Subordinated Hedging Payments; (x) tenth, if an Early Amortization Event has occurred and is continuing, to the Lenders, pro rata, in respect of (A) if a DSCR Trigger Event or Servicer Termination Event shall have occurred and is continuing, prepayment of principal outstanding pursuant to all Loans in an amount not greater than the remaining principal balance of all Loans, (B) if an LTV Trigger Event shall have occurred and is continuing, prepayment of principal outstanding pursuant to all Loans in the amount required in order to remedy such LTV Trigger Event, (C) if a Concentration Breach Event shall have occurred and is continuing, prepayment of principal outstanding in respect of the Loans subject of such Concentration Breach Event, prepayment of principal outstanding pursuant in an amount required in order to remedy such Concentration Breach Event, and (D) if a Weighted Average Remaining Lease Term Event has occurred and is continuing,

- 33 - prepayment of the outstanding principal balance of each Loan in inverse order of Weighted Average Remaining Lease Term in an amount required in order to remedy such Weighted Average Remaining Lease Term Event; (xi) eleventh, to the payment of other amounts due and payable to the Lenders and amounts the Borrower elects to pay to cure an LTV Trigger Event; (xii) twelfth, to the Hedging Providers, any Subordinated Hedging Payments; (xiii) thirteenth, to the Servicer, any Subordinated Servicer Payments; (xiv) fourteenth, if a DSCR Cash Trap Event has occurred and is continuing, to the Cash Trap Account; (xv) fifteenth, to the Expense Account, an amount that the Servicer deems prudent in accordance with the Standard of Care to establish a further reserve for expected future expenses on the Assets; (xvi) sixteenth, the balance, if any, of such amounts shall be distributed to, or as directed by the Borrower in such proportions as it may designate for any purpose. (b) Application of Collections on a Voluntary Prepayment and Certain Mandatory Prepayments (excluding a Disposition or Event of Loss). (i) At least two Business Days prior to date of any prepayment to be made in accordance with or as required by Sections 2.08(a) to (d), or Section 2.08(d)(iii), Section 2.08(d)(iv), Section 2.08(d)(v) or Section 2.08(e)(vi) of the Credit Agreement, the Borrower shall deliver a report to the Administrative Agent (which may be included in the Monthly Report) setting forth: (A) any Loans that are to be prepaid pursuant to such provisions of the Credit Agreement and the calculation of the aggregate principal amount of such Loans required to be prepaid pursuant to such applicable sections; (B) the application of prepaid amounts required to be paid in connection with an optional prepayment in accordance with Section 2.13 of the Credit Agreement including, without limitation, accrued interest to the date of prepayment and Break Funding Payments (if any) and the allocation of principal application in accordance with Section 2.08(f) of the Credit Agreement; (C) setting forth the amounts to be applied and distributed pursuant to paragraph (ii) of this Section 8.01(b); and - 34 - (D) the date of prepayment which shall be the date specified in the applicable aforementioned section of the Credit Agreement or, at the Borrower’s direction, the next Payment Date thereafter. (ii) The Borrower shall, on or prior to the date on which the prepayment of the applicable Loans is to occur, ensure that there is an amount in the Collections Account equal to the amount which, following application in accordance with paragraph (A) below, will be sufficient to discharge the principal of such Loans required to be prepaid on such date and the amounts due and payable to the Hedging Providers pursuant to paragraph (D) of this Section 8.01(b) and on such date or the next Payment Date, as applicable, the Security Trustee shall apply such amount as follows in connection with such prepayment (and before applying amounts to be applied pursuant to Section 8.01(a) or (d), but after applying amounts to be applied pursuant to Section 8.01(c)): (A) first, any Secured Party Expenses due and payable in connection with such prepayment (if any); (B) second (without duplication of any such amounts being paid pursuant to another clause of this Section 8.01 on such date) in no order of priority inter se, but pro rata, to: (1) the Hedging Providers, an amount equal to the Hedging Payments (Scheduled) then due and payable relating to such prepayment; and (2) the Lenders in respect of all Interest Amounts on the amount of principal being prepaid; (C) third: pro rata, to: (1) the Hedging Providers, an amount equal to the Hedging Payments (Unscheduled) then due and payable (other than Subordinated Hedging Payments) in connection with such prepayment; and (2) the Lenders, pro rata, in respect of then due and payable principal with respect to each Loan which is being prepaid on such date; (c) Application of Proceeds of Disposition and Events of Loss. (i) Subject to Section 8.01(d), any Net Available Proceeds shall be deposited into the Collections Account and shall be applied by the Security Trustee as set forth in paragraph (iii) of this Section 8.01(c) on the first Payment Date to occur thereafter or, at the direction of the Borrower, a date specified by the Borrower which is a Business Day falling no earlier than three Business Days after the notice of such prepayment. (ii) At least two Business Days prior to such application, the applicable Borrower shall deliver a report (which may be included in the Monthly Report) to the Administrative Agent setting forth: - 35 - (A) the calculation of the amount of such Net Available Proceeds; (B) the calculation of the aggregate principal amount of such Loans required to be prepaid pursuant to Section 2.08(d)(i) or 2.08(d)(ii) of the Credit Agreement; (C) the calculation of all amounts required to be paid in connection therewith pursuant to Section 2.13 of the Credit Agreement; and (D) the amounts to be distributed pursuant to paragraph (iii) of this Section 8.01(c). (iii) The Net Available Proceeds shall be transferred to the Collections Account and the Security Trustee shall apply the Net Available Proceeds as follows in connection with such prepayment (and before applying amounts to be applied pursuant to Section 8.01(a) or (b)): (A) first, any Secured Party Expenses and Break Funding Payments due and payable in connection with such prepayment (if any); (B) second (without duplication of any such amounts being paid pursuant to another clause of this Section 8.01 on such date) in no order of priority inter se, but pro rata, to: (1) the Hedging Providers, an amount equal to the Hedging Payments (Scheduled) then due and payable relating to such prepayment; and (2) the Lenders in respect of all Interest Amounts on the amount of principal being prepaid; (C) third, pro rata, to: (1) the Hedging Providers, an amount equal to the Hedging Payments (Unscheduled) then due and payable (other than Subordinated Hedging Payments) in connection with such prepayment; and (2) the Lenders, first in respect of principal outstanding in respect of the Loan which relates to the Asset in respect of which the Disposition or Total Loss has occurred, and second, in respect of principal due and payable with respect to each other Loan (to the extent applicable, and solely in connection with such prepayment); and (D) fourth: the balance, if any, of such amounts shall be applied as part of the Available Collections Amount on such Payment Date (or if applicable, the next Payment Date) pursuant to Section 8.01(a). (d) Application of Proceeds following an Event of Default. All Collections that are on deposit in the Collections Account and all other amounts (including all - 36 - proceeds of Collateral, including any interest earned thereon) received by the Security Trustee on or after an Event of Default has occurred and is continuing, shall be applied by the Security Trustee pursuant to paragraphs (i) to (viii) of this Section 8.01(d): (i) first, in no order of priority inter se, but pro rata: (A) pro rata, to the Security Trustee, the Administrative Agent and the Lenders, the Secured Party Expenses; (B) to the Lenders in respect of all Unused Commitment Fees; and (C) to pay Servicer Expenses (including the Senior Rent Based Fees, but excluding the Subordinated Servicer Payments) that are due and payable or reimbursable on such Payment Date; (ii) second, to the Expense Account, an amount such that the amount on deposit therein is equal to the Required Expense Amount for such Payment Date,; (iii) third, pro rata, to: (A) the Hedging Providers, an amount equal to the Hedging Payments (Scheduled) then due and payable; and (B) the Lenders, all Interest Amounts, (iv) fourth, in no order of priority inter se, but pro rata, to: (A) the Hedging Providers, an amount equal to the Hedging Payments (Unscheduled) then due and payable (other than Subordinated Hedging Payments); and (B) the Lenders, the Amortization Amount and any other then principal with respect to each Loan outstanding, (v) fifth, pro rata, to the Lenders in respect of any amounts due and payable to the Lenders under the Loans not recovered pursuant to Section 8.01(d)(iii)(B) or (iv)(B); (vi) sixth, to the Hedging Providers, any Subordinated Hedging Payments; (vii) seventh, to the Servicer, any Subordinated Servicer Payments; and (viii) eighth, the balance, if any, of such amounts shall be distributed to, or as directed by the Borrower in such proportions as they may designate for any purpose.

- 37 - 8.02 Confirmation. Each of the Borrower and the Grantors acknowledge and agree that they are bound by the payment priorities set forth in this Section 8. 8.03 Communications with Parties to Contracts and Leases; Grantors Remain Liable. (a) Communications by Security Trustee. The Security Trustee in its own name or in the name of others, upon the written direction of the Administrative Agent, acting on the instruction of the Required Lenders, may at any time after the occurrence and during the continuance of an Event of Default, subject to any confidentiality restrictions, communicate with parties to the Contracts and Portfolio Documents to verify with them to the Security Trustee’s satisfaction, the existence, amount and terms of such Contracts or Portfolio Documents and any other information reasonably requested relating thereto. (b) Notification of Assignment. On or before the date on which it becomes a Grantor, each Grantor shall notify parties to the Contracts, pursuant to a notice in a form reasonably acceptable to the Security Trustee, that the Contracts have been assigned to the Security Trustee for the benefit of the Secured Parties in accordance with the terms of this Agreement and that following receipt by such parties of a notice from the Security Trustee that an Event of Default has occurred and is continuing, payments in respect thereof shall be made directly to the Security Trustee. (c) Liability under Contracts. Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Contracts and Portfolio Documents to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms thereof. Neither the Security Trustee nor any Secured Party shall have any obligation or liability under any Contract or Portfolio Document by reason of or arising out of this Agreement or the receipt by the Security Trustee or any Secured Party of any payment relating thereto, nor shall the Security Trustee or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract or Portfolio Document, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 8.04 Proceeds to be Turned Over to Security Trustee. In addition to the rights of the Security Trustee and the Secured Parties specified in Section 6.01, all Proceeds received by any Grantor in respect of the Collateral consisting of cash, checks and instruments shall be held by such Grantor in trust for the Security Trustee and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be deposited into the Collections Account or turned over to the Security Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Security Trustee, if required). All Proceeds received by the Security Trustee hereunder shall be held by the Security Trustee in the Accounts in accordance with the terms hereof. All Proceeds while held in the Accounts shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 8.05. - 38 - 8.05 Application of Proceeds. If an Event of Default shall have occurred and be continuing, upon the written instruction of the Administrative Agent, acting on the instruction of the Required Lenders, the Security Trustee shall apply all or any part of Proceeds constituting Collateral in accordance with Section 8.01(d). 8.06 Borrower Cure Contributions. (a) In the event that, as of any Determination Date, the Available Collections Amount for the upcoming Payment Date will be insufficient to pay in full any amounts payable on such Payment Date, the Borrower may elect to make a payment (each, a “Cure Payment”) to the Collections Account to fund the payment of any shortfall in such amounts, subject to the limitations set forth below. Subject to the limitations below, such Cure Payment shall be applied under Section 8.01(a) on such Payment Date if received no later than 9:30 a.m. New York City time on such Payment Date. (b) The Borrower shall not make Cure Payments required to cause the Available Collections Amount to be sufficient to make payments under Section 8.01(a) on more than (x) six consecutive Payment Dates or (y) 12 Payment Dates in the aggregate; provided that there will be no limitation on the right of the Borrower to (i) make Cure Payments to cure any shortfalls in the Available Collections Amount related to power by the hour arrangements or rent deferral arrangements under an Asset Lease (other than an amendment that reduces (i) scheduled basic rent or (ii) principal and interest with respect to such Asset) or (ii) make principal prepayments pursuant to Section 2.08 of the Credit Agreement, or to make principal prepayments to cure or prevent the occurrence of any Early Amortization Event or DSCR Cash Trap Event, Concentration Breach Event. Section 9. The Security Trustee. 9.01 Security Trustee’s Appointment as Attorney-in-Fact, Etc. (a) Appointment. Each Grantor hereby irrevocably constitutes and appoints (which appointment is coupled with an interest) the Security Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Security Trustee the power and right, at its option, but without any obligations so to do, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Security Trustee for the purpose of collecting any and all such moneys due under any Contract or with respect to any other Collateral whenever payable; - 39 - (ii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; (iii) execute, in connection with any sale provided for in Section 7 or Section 7.08, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (iv) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Security Trustee or as the Security Trustee shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Security Trustee may deem appropriate; (G) exercise all voting, consensual or other powers of ownership in respect to the Pledged Shares; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Security Trustee were the absolute owner thereof for all purposes, and do, at the Security Trustee’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Security Trustee, acting at the direction of the Administrative Agent (at the direction of the Required Lenders) deems necessary to protect, preserve or realize upon the Collateral and the Security Trustee’s and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Anything in this Section 9.01(a) to the contrary notwithstanding, the Security Trustee agrees that it will not exercise any rights under the power of attorney provided for in this Section 9.01(a) unless an Event of Default shall have occurred and be continuing. - 40 - (b) Performance by Security Trustee. If any Grantor fails to perform or comply with any of its agreements contained herein, the Security Trustee, at its option, but without any obligation so to do, and at the written direction of the Administrative Agent (at the direction of the Required Lenders) may perform or comply, or otherwise cause performance or compliance, with such agreement. (c) Expenses of Security Trustee. The expenses of the Security Trustee incurred in connection with actions undertaken as provided in this Section 9.01, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Loans under the Credit Agreement, from the date of payment by the Security Trustee to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Security Trustee on demand and shall constitute Obligations secured hereby. (d) Ratification. Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 9.02 Representations or Warranties. The Security Trustee does not make, and shall not be deemed to have made, any representation or warranty as to the validity, legality or enforceability of this Agreement, any other Loan Document or any other document or instrument or as to the correctness of any statement contained in any thereof, or as to the validity, sufficiency or priority of any of the pledge and security interests granted hereby or in any other security agreement or document, except that the Security Trustee in its individual capacity hereby represents and warrants (a) that each such specified document to which it is a party has been or will be duly executed and delivered by an authorized officer who is and will be duly authorized to execute and deliver such document on its behalf, and (b) this Agreement and any other Loan Document to which it is a party is the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally. 9.03 Duty of Security Trustee. The Security Trustee’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Security Trustee deals with similar property or its customary practices and procedures, except as outlined below. Neither the Security Trustee, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable to protect any Collateral from the rights of prior or other parties or for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Security Trustee and the Secured Parties hereunder are solely to protect the Security Trustee’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Security Trustee or any Secured Party to exercise any such powers. The Security Trustee and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence (or simple

- 41 - negligence in the handling of funds), willful misconduct or breach in bad faith. The Security Trustee shall not be deemed to have knowledge of any Event of Default unless the Security Trustee shall have received written notice thereof from the Administrative Agent in accordance with this Agreement. In no event shall the Security Trustee be liable for any punitive or special damages or for any damages arising or caused by an act of God, war or any other matter beyond the reasonable control of the Security Trustee. 9.04 Further Assurances; Additional Grantors; Security Trustee Cooperation. (a) Each Grantor will from time to time, at its cost, sign, seal, execute, acknowledge, deliver, file and register all such additional documents, instruments, agreements, certificates, consents and assurances and promptly furnish to the Security Trustee such information, reports and records and do such other acts and things (including delivery of opinions of counsel) as the Security Trustee or the Administrative Agent may reasonably request (as consented to by the Administrative Agent and subject to article XI of the Credit Agreement) from time to time in order to establish, maintain, protect or preserve the rights of the Security Trustee, the Administrative Agent, the Hedging Providers and the Lenders under this Agreement and the other Loan Documents and the security rights intended to be created thereby or to enable the Security Trustee to exercise and enforce the rights and remedies under this Agreement and the other Loan Documents or in respect of the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereinafter acquired by any Borrower Group Company which may be deemed to be part of the Collateral) or for purposes of implementing or effectuating the provisions of the Credit Agreement and the other Loan Documents, subject always to the Perfection Standards and any other express terms hereof; provided that nothing herein shall be construed to impose any independent obligation upon the Security Trustee to monitor the existence, maintenance or preservation of any security right granted under this Agreement and the other Loan Documents. The Security Trustee shall be under no obligation to file or prepare any financing statement or continuation statement or to take any action or to execute any further documents or instruments in order to create, preserve or perfect the security interest granted hereunder. (b) In the event that the Borrower or any other Borrower Group Company shall form or acquire any new Subsidiary after the Closing Date, such Borrower Group Company will cause such new Subsidiary (on or before the date that it holds any material assets or liabilities, but excluding any such Subsidiary that only owns or leases Unfunded Assets or other Subsidiaries that only own or lease Unfunded Assets) to: (i) become a “Grantor” by executing and delivering an Assumption Agreement; (ii) cause such Subsidiary to take such action (including delivering such shares of stock, executing and delivering such Uniform Commercial Code financing statements or the equivalent thereof in any other applicable jurisdiction) as shall be necessary to create and perfect valid and enforceable first-priority Liens (subject to Permitted Encumbrances) on the property of such Subsidiary (as reasonably requested by the Security Trustee, and subject - 42 - always to the Perfection Standards and the other terms hereof) as collateral security for the obligations of such new Subsidiary hereunder; and (iii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those required to be delivered in respect of an Obligor on a Drawdown Date. (c) Each Grantor hereby instructs the Security Trustee to enter into all lease-related documents and instruments on this date and as may arise from time to time, as reasonably requested by such Grantor, for the purposes of, subject to the Perfection Standards, assisting the applicable Grantor in establishing and maintaining the Security Trustee’s security interest for and on behalf of itself and for the benefit of the other Secured Parties in respect of any Assigned Lease. In connection with any Pledged Asset Lease, each Grantor and the Security Trustee shall (x) cooperate with the Servicer by providing upon request of the Servicer a letter of quiet enjoyment by such Grantor or the Security Trustee, as applicable, addressed to the relevant Lessee with respect to such Lease in a form reasonably acceptable to such Lessee and, if to be provided by the Security Trustee, the Security Trustee and (y) provide all other reasonable assistance and cooperation to the Servicer in connection with the foregoing. 9.05 Authority of Security Trustee. Each Grantor acknowledges that the rights and responsibilities of the Security Trustee under this Agreement with respect to any action taken by the Security Trustee or the exercise or non-exercise by the Security Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall as between the Security Trustee and the Secured Parties, be governed by the Credit Agreement, this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Security Trustee and the Grantors, the Security Trustee shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. Notwithstanding anything herein to the contrary, the rights, protections, immunities and indemnities afforded to the Security Trustee pursuant to the Credit Agreement shall be incorporated in this Security Agreement as though explicitly set forth herein. 9.06 Reliance; Administrative Agent; Advice of Counsel. The Security Trustee shall incur no liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Security Trustee may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any other Loan Document, certified by the secretary or an assistant secretary thereof or other duly Authorized Representative of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Security Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly Authorized Representative, as to such fact or matter, and such certificate shall constitute full protection to the Security Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Security Trustee shall assume, and shall be fully - 43 - protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto. (a) The Security Trustee may consult with counsel, and any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or opinion of counsel. (b) The Security Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the any Grantor or the Administrative Agent under any of the Loan Documents. (c) When the Security Trustee incurs expenses or renders services in connection with an exercise of remedies specified in Section 7, such expenses (including the fees and expenses of its counsel) and the compensation for such services is intended to constitute an expense of administration under any bankruptcy law or law relating to creditors’ rights generally. (d) The Security Trustee shall have no duty to monitor the performance of any other party to the Loan Documents, nor shall it have any liability in connection with the appointment of the Administrative Agent, or the malfeasance or nonfeasance by such parties. The Security Trustee shall have no liability in connection with non-compliance by any party under a Lease with statutory or regulatory requirements related to the Collateral, any Aircraft Equipment or any Lease. The Security Trustee shall not make or be deemed to have made any representations or warranties with respect to the Collateral or any Asset or the validity or sufficiency of any assignment or other disposition of the Collateral or any Asset. The Security Trustee shall have no obligation to make, and shall not be deemed to have made, any investigation into the nature of the title to the Collateral or the perfection or priority of any security interest therein. 9.07 Separate and Co-Trustee. If it deems such to be necessary or prudent, at no cost, risk or expense to the Borrower, and with the prior written consent of the Borrower for so long as no Event of Default has occurred and is continuing, the Security Trustee shall have the power to appoint one or more persons to act as separate trustees or co-trustees (in either case, a “Co-Trustee”), of any Collateral and any Co-Trustee shall thereafter be such separate trustee or co-trustee, with such powers and duties as shall be specified in such instrument. A Co-Trustee shall take no action hereunder without the written direction and consent of the Security Trustee. A Co-Trustee shall be entitled to rely on any direction received from the Security Trustee and shall be fully protected and not liable for any action taken in accordance therewith, except for its own gross negligence or willful misconduct. Such Co-Trustee, upon acceptance of such trust, shall be vested with the powers specified in such instrument, either jointly with the Security Trustee, or - 44 - separately, as may be provided therein, subject to all the trusts, conditions and provisions of this Agreement, and every such instrument shall be filed with the Security Trustee and the Borrower. Section 10. Miscellaneous. 10.01 Amendments in Writing. (a) With Consent of Administrative Agent. With the written consent of the Administrative Agent acting on the instructions of the Required Lenders or such other Lenders required pursuant to Section 12.02 of the Credit Agreement, the Security Trustee and the Grantors may, from time to time, enter into written agreements supplemental hereto or to any other Security Document for the purpose of amending, modifying or adding to, or waiving any provisions of, this Agreement or another Security Document. (b) Without Consent of Secured Parties. Without the consent of the Administrative Agent or any Secured Party, the Security Trustee and any of the Grantors, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Security Trustee: (i) to add to the covenants of such Grantor for the benefit of the Secured Parties or to surrender any right or power herein conferred upon such Grantor; (ii) to mortgage or pledge to the Security Trustee, or grant a security interest in favor of the Security Trustee in, any types or items of property or assets that constitute types or items of property or assets included in the definition of Collateral as additional security for the Obligations; (iii) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or therein, or to make any other provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; (iv) to execute and deliver any Assumption Agreement, Collateral Supplement, Notice of Security Assignment (and documentation customarily provided in connection therewith, including any quiet enjoyment letter), FAA Security Agreement or Account Control Agreement; or (v) to update the details contained in the Schedules (provided that updates in connection with the release of Collateral shall be in accordance with Section 10.14). The Borrower may provide a certificate of an Authorized Representative from time to time attaching replacement details for Schedules 1 and 2 hereto, which, upon confirmation by the Security Trustee that such Schedules are accepted, shall replace Schedules 1 and 2 hereto without further signature from the Secured Parties or the Grantors. (c) Modifications Affecting Security Trustee. The Security Trustee shall not be obligated to enter into any amendment, waiver or alteration that affects the Security

- 45 - Trustee’s own rights, duties, immunities or indemnities under this Agreement, the Credit Agreement or the other Loan Documents. 10.02 Notices. All notices, requests and demands to or upon the Security Trustee or any Grantor hereunder shall be effected in the manner provided for in Section 12.01 of the Credit Agreement; provided that any such notice, request or demand to or upon any Grantor shall be addressed to such Grantor at its notice address set forth on Schedule 1. 10.03 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Security Trustee nor any Secured Party shall by any act (except by a written instrument pursuant to Section 10.01), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Security Trustee or any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Security Trustee or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Security Trustee or such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 10.04 Enforcement Expenses; Indemnification. (a) Enforcement Expenses. Without duplication of article XII of the Credit Agreement, each Grantor agrees, jointly and severally, to pay, or reimburse each Secured Party for, all its reasonable and documented out of pocket expenses incurred in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party, including the reasonable fees and disbursements of counsel to each Secured Party. (b) Indemnification Generally. Each Grantor agrees, jointly and severally, to pay and indemnify, and to save the Secured Parties and their respective officers, directors, employees and agents harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and each other Security Document to which it is a party, in each case to the same extent the Borrower would be required to do so pursuant to Section 12.03 of the Credit Agreement. Each Grantor may in its sole discretion, within 30 days of notice of the commencement of a claim, undertake the conduct and control, through counsel of its own choosing (subject to the consent of such indemnified party, such consent not to be unreasonably withheld or delayed) and at such Grantor’s sole risk and expense, of the good faith settlement or defense of any action or proceeding (including any threatened action or proceeding) or claim that forms the basis therefor, and such indemnified party shall cooperate fully with such Grantor in connection therewith; provided, however, that if (i) the indemnified party and the indemnifying party are adverse to one another in respect of such action or proceeding or claim, (ii) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (iii) the accused parties in any such action or proceeding or claim include both the indemnified party and the indemnifying party and the indemnified party shall have been - 46 - advised by counsel (or otherwise reasonably believes) that there may be one or more defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, then, in each such case, the indemnifying party shall not have the right to conduct and control the settlement or defense of such action or proceeding or claim. If the indemnifying party is entitled hereunder to undertake the conduct and control of the settlement or defense of any such action or proceeding or claim, then (x) the indemnified party shall at all times be entitled to participate in such settlement or defense, and (y) such Grantor shall not be entitled to settle such action or proceeding or claims without the consent of the indemnified party (not to be unreasonably withheld) unless such settlement (A) includes an unconditional written release of the indemnified party, in form or substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such action or proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party. (c) Survival. The agreements in this Section 10.04 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and the earlier resignation or removal of the Security Trustee. 10.05 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of each of the Secured Parties and their successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Security Trustee. 10.06 Set-Off. If an Event of Default shall have occurred and be continuing, the Security Trustee and each other Secured Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by the Security Trustee or such Secured Party or Affiliate to or for the credit or the account of any Borrower Group Company against any or all of the obligations of any Borrower Group Company now or hereafter existing under this Agreement or any other Loan Document or otherwise, irrespective of whether or not the Security Trustee or such Secured Party or Affiliate shall have made any demand under any such agreement and although such obligations may be unmatured provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Security Trustee for further application in accordance with the provisions of and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Security Trustee and the Secured Parties, and (y) the Defaulting Lender shall provide promptly to the Security Trustee a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of the Security Trustee and each Secured Party under this Section 10.06 are in addition to other rights and remedies (including other rights of setoff) which the Security Trustee or such Secured Party may have. 10.07 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. - 47 - 10.08 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 10.09 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 10.10 Integration. This Agreement and the other Loan Documents represent the entire agreement of the Grantors, the Security Trustee and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Security Trustee or any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents. The provisions of the Borrower Pledge, each Borrower Group Pledge and each FAA Security Document shall supplement, and in no way limit, the grant of security set forth herein; provided that to the extent the terms hereof are inconsistent with requirements of the laws of the jurisdiction of an issuer of Pledged Shares located outside the United States of America, the terms of the related share pledge shall prevail. 10.11 Governing Law; Jurisdiction; Service of Process; Etc. (a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York. (b) Submission to Jurisdiction. Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action, suit or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such United States federal court. Each of the parties hereto agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the other Loan Documents shall affect any right that the Security Trustee or any Secured Party may otherwise have to bring any action, suit or proceeding relating to this Agreement or the other Loan Documents against any Grantor or its properties in the courts of any jurisdiction. (c) Process Agent. Each Grantor hereby agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon the Servicer, and each Grantor hereby confirms and agrees that the Servicer has been duly and irrevocably appointed as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Servicer to give any notice of any such service of process to any - 48 - Grantor shall not impair or affect the validity of such service or of any judgment based thereon. Each Grantor hereby further irrevocably consents to the service of process in any suit, action or proceeding in such courts by the mailing thereof by the Security Trustee or any Secured Party by registered or certified mail, postage prepaid, at its address for notices set forth in Section 12.01 of the Credit Agreement. (d) Waiver of Venue. Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document brought in court referred to in paragraph (b) of this Section 10.11. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such court. (e) Limited Recourse. The recourse of the Secured Parties under this Agreement is limited as set forth in Section 12.05 of the Credit Agreement. Furthermore, the parties hereto agree that all statements, representations, covenants and agreements made by any Grantor that is an Owner Trust, unless expressly otherwise stated, are made and intended only for the purpose of binding the respective trust estates and establishing the existence of rights and remedies that can be exercised and enforced only against such trust estates. Therefore, no recourse shall be had with respect to anything contained in this Agreement or any other Loan Document (except for any express provisions that the Owner Trustees are responsible for in their respective individual capacities) against any Owner Trustee in its individual capacity or against any institution or person that becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them. The foregoing provisions of this Section 10.11 shall survive the termination of this Agreement and the other Loan Documents. (f) Other Service. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 10.12 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.12. 10.13 Acknowledgements. Each Grantor hereby acknowledges that:

- 49 - (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party; (b) neither the Security Trustee nor any Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Security Trustee and Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties; and (d) any provision of this Agreement which makes the discretion or determination of the Security Trustee subject to the direction or instruction of another person shall be for the sole benefit of the Security Trustee and any exercise of such discretion or making of such determination by the Security Trustee shall be conclusively deemed by each other party to this Agreement as consistent with, and exercised or made upon, the direction or instruction of such person. 10.14 Releases, Etc. (a) Releases Generally. At such time as the Obligations shall have been paid and discharged in full (other than contingent obligations for which no claim has been made) and the Commitments under the Credit Agreement have been terminated, the Collateral and all other assets shall be released from the Security Interest created hereby and from the Liens of the Security Documents, and all obligations (other than those expressly stated to survive such termination) of the Security Trustee and each Grantor with respect to the Obligations and such Security Interest and Liens shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights of the Security Trustee and the Secured Parties to the Collateral in connection with such Security Interest and other Liens shall revert to the Grantors. At the request and sole expense of any Grantor in connection with any such termination, the Security Trustee shall deliver to such Grantor any instruments or other documents held by the Security Trustee hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. (b) Release upon Sale, Prepayment or other Disposition; Release of Dormant Companies. If: (i) any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor pursuant to and in accordance with the applicable Asset Lease or Loan Asset, or the Loan relating to an Asset has been paid in the amount required by, in accordance with and as permitted under the Credit Agreement; (ii) in the case of a Loan Asset which constitutes Collateral the principal outstanding under such Loan Asset is repaid or prepaid in full pursuant to a transaction permitted by the Credit Agreement; or - 50 - (iii) any Additional Collateral granted or provided to remedy any Early Amortization Event is no longer necessary to remedy such Early Amortization Event and the same may be released without causing an Early Amortization Event or any Event of Default; and, in the case of (i) above, no Event of Default has occurred and is continuing, and in the case of (i) and (ii) above, all amounts in connection with such Collateral that are required to be received into the Collections Account on or prior to the applicable date have been received into the Collections Account, the Security Trustee, at the request of such Grantor or the Servicer and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents provided to the Security Trustee or consents to discharges of registrations on the International Registry, in each case which are reasonably necessary or desirable for the release of the Liens of the Security Documents related to such Collateral. In addition, if the term of any Asset Lease has expired or has been terminated, or any Airframe registered with the FAA shall be deregistered with the FAA, at the request of the relevant Grantor or the Servicer, the Security Trustee, at the sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents provided to the Security Trustee or consents to discharges of registrations on the International Registry, in each case which are reasonably necessary or desirable in connection with such expiry, termination or deregistration. At the request of the Borrower or the Servicer and at the sole expense of the Borrower, a Grantor shall be released from its obligations hereunder in the event that all the Stock of such Grantor shall be sold, transferred or otherwise disposed of, or liquidated or unwound, or such Grantor shall only own or lease Unfunded Assets or Subsidiaries that own or lease Unfunded Assets, in a transaction permitted by the Credit Agreement; and the Security Trustee shall execute and deliver to the Borrower all releases or other documents provided to the Security Trustee which are reasonably necessary or desirable for the release of the Liens of the Security Documents related to such Collateral. At the request and sole expense of any Grantor in connection with the transfer of an Unfunded Asset, any Collateral related to such Unfunded Asset shall be released from the Lien created hereby, the Security Trustee shall execute and deliver to such Grantor such documents as such Grantor or the Servicer shall reasonably request to evidence such release, and the Security Trustee shall deliver to such Grantor any Collateral held by the Security Trustee hereunder related to such Unfunded Asset. (c) Release of Partial Loss Proceeds. To the extent that the Security Trustee receives any partial loss proceeds in connection with a Funded Asset which has suffered an insured event that is not a Total Loss, the Security Trustee shall consent to the release and payment of all or part of such amount to the applicable Asset Lessee or Loan Asset Borrower in accordance with the applicable Asset Lease or Loan Asset. 10.15 No Immunity. To the extent that any Grantor may be or become entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement or any other Loan Document, to claim for itself or its properties or revenues any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, execution of a judgment or from any other legal process or remedy relating to its obligations under this Agreement or any other Loan Document, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), each Grantor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction. - 51 - 10.16 Judgment Currency. This is an international loan transaction in which the specification of Dollars and payment in New York City is of the essence, and the obligations of each Grantor under this Agreement to make payment to (or for account of) the Security Trustee or a Secured Party in Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any other currency or in another place except to the extent that such tender or recovery results in the effective receipt by the Security Trustee or such Secured Party in New York City of the full amount of Dollars payable to the Security Trustee or such Secured Party under this Agreement. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency (in this Section 10.16 called the “judgment currency”), the rate of exchange that shall be applied shall be that at which in accordance with normal banking procedures the Security Trustee could purchase such Dollars at the principal office of the Security Trustee (or any of its Affiliates) in New York City with the judgment currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Grantors in respect of any such sum due from it to the Security Trustee or any Secured Party hereunder or under any other Loan Document (in this Section called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the judgment currency such Entitled Person may in accordance with normal banking procedures purchase and transfer Dollars to New York City with the amount of the judgment currency so adjudged to be due; and each Grantor hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in Dollars, the amount (if any) by which the sum originally due to such Entitled Person in Dollars hereunder exceeds the amount of the Dollars so purchased and transferred. 10.17 Use of English Language. This Agreement has been negotiated and executed in the English language. All certificates, reports, notices and other documents and communications given or delivered pursuant to this Agreement (including any modifications or supplements hereto) shall be in the English language or accompanied by a certified English translation thereof. 10.18 No Petition. Each of the Secured Parties agrees that it shall not take any steps for the purpose of procuring the appointment of an administrative receiver or the making of any administrative order or for instituting any bankruptcy, reorganization, arrangement, insolvency, examinership, winding up, liquidation, provisional liquidation, restructuring, composition or any similar proceeding under the laws of any jurisdiction with respect to any Grantor or with respect to any revenues or assets of any Grantor. 10.19 Servicer as the Borrower Group Companies’ Agent. Any instructions permitted to be given by a Borrower Group Company hereunder or under any Loan Document may be given by the Servicer (or a permitted sub-servicer) on its behalf in accordance with the Servicing Agreement. [signature pages follow] [Signature Page – Security Agreement] IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written. BANK OF UTAH, not in its individual capacity, but solely as Security Trustee By: /s/ Joseph H. Pugsley Name: Joseph H. Pugsley Title: Vice President

[Signature Page – Security Agreement] WILLIS WAREHOUSE FACILITY LLC, as the Borrower By: /s/ Scott B. Flaherty Name: Scott B. Flaherty Title: Manager SCHEDULE 1 SCHEDULE 1 NOTICE ADDRESSES OF GRANTORS If to any Grantor: c/o Willis Lease Finance Corporation 60 East Sir Francis Drake Boulevard Suite 209 Larkspur, CA 94939 Attn: General Counsel Telephone No.: (415) 408-4732 Facsimile No.: (415) 408-4701 Email: dpoulakidas@willislease.com SCHEDULE 2 SCHEDULE 2 GRANTOR INFORMATION Initial Grantor Jurisdiction of Organization Location (as defined in Section 9-307 of the UCC) Willis Warehouse Facility LLC Delaware, United States of America Delaware SCHEDULE 3 SCHEDULE 3 DESCRIPTION OF ACCOUNTS Bank Name ABA # (or Swift Code) Account Number Account Name Account Holder Bank of Utah [*] [*] Collections Account Willis Warehouse Facility LLC Bank of Utah [*] [*] Security Deposit Reserve Account Willis Warehouse Facility LLC Bank of Utah [*] [*] Maintenance Reserve Account Willis Warehouse Facility LLC Bank of Utah [*] [*] Liquidity Account Willis Warehouse Facility LLC Bank of Utah [*] [*] Cash Trap Account Willis Warehouse Facility LLC Bank of Utah [*] [*] Expense Account Willis Warehouse Facility LLC Bank of Utah [*] [*] Funding Account Willis Warehouse Facility LLC

SCHEUDLE 4 SCHEDULE 4 OWNER TRUSTS; TRUST AGREEMENTS Date of Trust Agreement Owner Trustee Borrower Group Company which is Beneficial Owner Manufacturer Manufacturer’s Serial Number None SCHEUDLE 5 SCHEDULE 5 THE OWNED ASSETS Manufacturer Serial Number None SCHEDULE 6 SCHEDULE 6 ASSET LEASES Borrower Group Company which is Lessor Date of Lease Asset Manufacturer Model MSN Operating / Finance / Revolving Credit Finance Lease None SCHEDULE 7 SCHEDULE 7 LOAN ASSETS Borrower Group Company which is Lender Date of Loan Asset Manufacturer Model Manufacturer’s Serial Number None

SCHEDULE 8 SCHEDULE 8 PLEDGED SHARES PLEDGED STOCK Stock Issuer Par Value Certificate No(s). Number of Issued Shares Percentage of Issued Shares N/A N/A N/A N/A N/A PLEDGED MEMBERSHIP INTERESTS Issuer Certificate No. Percentage of Membership Interest N/A N/A N/A PLEDGED BENEFICIAL INTERESTS Issuer Certificate No. Percentage of Beneficial Interest N/A N/A N/A SCHEDULE 9 - 1 - SCHEDULE 9 FORM OF ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of [_], made by [_] (the “Additional Grantor”), in favor of Bank of Utah, as Security Trustee (in such capacity, the “Security Trustee”) for the Secured Parties. All capitalized terms not defined herein shall have the meaning ascribed to them in the Security Agreement. W I T N E S S E T H: WHEREAS, Willis Warehouse Facility LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”) and other Borrower Group Companies (other than the Additional Grantor) have entered into the Security Agreement, dated as of May 3, 2024 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Security Trustee for the benefit of the Secured Parties; WHEREAS, the Additional Grantor is required to become a party to the Security Agreement; and WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Security Agreement; NOW, THEREFORE, IT IS AGREED: 1. Assumption. By executing and delivering this Assumption Agreement, the Additional Grantor hereby becomes a party to the Security Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. 2. Information. The information set forth in Appendix 1 hereto is hereby added to the information set forth in Schedule 1 and Schedule 2 of the Security Agreement. 3. Grant of Security Interest. The Additional Grantor, as of the date hereof, hereby assigns and transfers to the Security Trustee and agrees to assign and transfer to the Security Trustee, and hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to the Security Trustee and agrees to grant, assign, convey, mortgage, pledge, hypothecate and transfer to the Security Trustee, for itself and for the benefit of the Secured Parties, a first priority Lien (the “Security Interest”) in, all of the following property now owned or at any time hereafter acquired by the Additional Grantor or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: (a) each Owned Asset, and in the case of any such Owned Asset that is an Engine, whether or not any such Engine shall be installed in or attached to any Airframe, together with: SCHEDULE 9 - 2 - (i) all Parts of whatever nature, which are from time to time incorporated or installed in or attached to the Aircraft Equipment which comprises such Owned Asset and such equipment, whether now owned or hereafter acquired, and all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations thereto (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts); and (ii) except to the extent constituting a Pledged Asset Lease or Pledged Loan Asset, all Owned Asset Documents and Owned Asset Agreements relating to such Owned Asset; (b) the Contracts; (c) each Asset Lease and the Asset Lease Documents to which the Additional Grantor is a party (each, a “Pledged Asset Lease”) and any Related Collateral with respect thereto; (d) each Loan Asset and the Loan Asset Documents to which the Additional Grantor is a party (each, a “Pledged Loan Asset”) and any Related Collateral with respect thereto; (e) all Stock Collateral now owned or hereafter from time to time acquired by the Additional Grantor; (f) all Beneficial Interest Collateral now owned or hereafter from time to time acquired by the Additional Grantor; (g) all Membership Interest Collateral now owned or hereafter from time to time acquired by the Additional Grantor; (h) all Account Collateral now owned or hereafter from time to time acquired by the Additional Grantor; (i) all Assigned Agreement Collateral now owned or hereafter from time to time acquired by the Additional Grantor; (j) intercompany indebtedness permitted by Section 8.01 of the Credit Agreement (including any leases between Borrower Group Companies); (k) all UCC Accounts, Chattel Paper in respect of any Pledged Asset Lease or Pledged Loan Asset, General Intangibles, Instruments and Letter-of-Credit Rights; (l) all Investment Property not covered by other clauses of this Section, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein; SCHEDULE 9 - 3 - (m) all of the Additional Grantor’s right, title and interest in and to all Hedging Agreements, and all rights to administer and otherwise deal with each such Hedging Agreement (the “Hedge Collateral”); (n) all of the Additional Grantor’s right, title and interest in and to the personal property identified in an Assumption Agreement or a Collateral Supplement executed and delivered by such Grantor to the Security Trustee; (o) all books and records pertaining to the Collateral (including any in the possession or under the control of any document registry or service company); (p) all Proceeds of Insurance; (q) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided that the Collateral shall not include the Excluded Assets. 4. Collateral. Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 7 and Schedule 8 of the Security Agreement are hereby amended by adding the information set forth in Appendix 2 hereto. 5. Representations and Warranties. The Grantor hereby makes these representations and warranties set out in Section 4 of the Security Agreement and in Sections 4.01, 4.02 and 4.03 of the Credit Agreement, in each case as of the date hereof and in respect of itself and its property only. Furthermore, the Grantor represents and warrants that its full and correct legal name and jurisdiction of organization or incorporation, as applicable, and its location (as defined in Section 9-307 of the UCC) as of the date hereof is as set forth in Schedule 2. 6. [Control Agreement. Attached hereto is an Account Control Agreement in substantially the form approved in writing by the Administrative Agent from each bank at which each Obligor Funded Account or Obligor Payment Account included in the foregoing Collateral is maintained.] 7. Governing Law. This Assumption Agreement shall be construed in accordance with and governed by the law of the State of New York.

SCHEDULE 9 - 4 - IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. [ADDITIONAL GRANTOR] By: Name: Title: By: Name: Title: SCHEDULE 9 - 5 - APPENDIX 1 SUPPLEMENT TO SCHEDULES Schedule 1 - Notice Address of Additional Grantor [_] Schedule 2 – Grantor Information Grantor Jurisdiction of Organization Location (as defined in Section 9-307 of the UCC) [_] [_] [_] SCHEDULE 9 - 6 - APPENDIX 2 FURTHER SUPPLEMENT TO SCHEDULES Schedule 3 – Description of Accounts Bank Name ABA # (or Swift Code) Account Number Account Name Account Holder [_] [_] [_] [_] [_] Schedule 4 – Owner Trusts; Trust Agreements Date of Trust Agreement Owner Trustee Borrower Group Company which is Beneficial Owner Manufacturer Model Manufacturer’s Serial Number [_] [_] [_] [_] [_] [_] Schedule 5 – the Owned Assets Airframe / Engine Manufacturer Model Manufacturer’s Serial Number [_] [_] [_] [_] Schedule 6 – Asset Leases Borrower Group Company which is Lessor Date of Lease Asset Manufacturer Model Manufacturer’s Serial Number Operating / Finance / Revolving Credit Finance Lease [_] [_] [_] [_] [_] [_] SCHEDULE 9 - 7 - Schedule 7 – Loan Assets Borrower Group Company which is Lender Date of Loan Asset Manufacturer Model Manufacturer’s Serial Number [_] [_] [_] [_] [_] Schedule 8 – Pledged Shares PLEDGED STOCK Stock Issuer Par Value Certificate No(s). Number of Issued Shares Percentage of Issued Shares N/A N/A N/A N/A N/A PLEDGED MEMBERSHIP INTERESTS Issuer Certificate No. Percentage of Membership Interest N/A N/A N/A PLEDGED BENEFICIAL INTERESTS Issuer Certificate No. Percentage of Beneficial Interest N/A N/A N/A

SCHEDULE 10 - 1 - SCHEDULE 10 FORM OF COLLATERAL SUPPLEMENT Bank of Utah, as Security Trustee 50 South 200 East, Suite 110 Salt Lake City, UT 84111 Attention: Corporate Trust Department [Date] Re: Security Agreement, dated as of May 3, 2024 Ladies and Gentlemen: 1. Reference is made to the Security Agreement (the “Security Agreement”) dated May 3, 2024 among Willis Warehouse Facility LLC, a limited liability company organized in the State of Delaware (the “Borrower”) and each other Borrower Group Company (other than the Additional Grantor) in favor of the Security Trustee for the benefit of the Secured Parties. 2. The undersigned hereby delivers, as of the date first above written, the attached Appendix 1 pursuant to Section [5.08] of the Security Agreement. 3. The undersigned Grantor hereby confirms that the property listed in the attached Appendix 1 constitutes part of the Collateral and hereby makes each representation and warranty set forth in Section [4] of the Security Agreement (as supplemented by the attached Annexes) with respect to such Collateral. 4. [Attached is an Account Control Agreement in substantially the form approved in writing by the Administrative Agent from each bank at which each Obligor Funded Account or Obligor Payment Account included in the foregoing Collateral is maintained.] 5. This Collateral Supplement shall be construed in accordance with and governed by the law of the State of New York. Very truly yours, [NAME OF GRANTOR] By: Name: Title: By: Name: Title: SCHEDULE 10 - 2 - Acknowledged and agreed to as of the date first above written: Bank of Utah, not in its individual capacity, but solely as Security Trustee By: Name: Title: SCHEDULE 10 - 3 - Appendix 1 Supplements to Schedules Schedule 3 – Description of Accounts Bank Name ABA # (or Swift Code) Account Number Account Name Account Holder [_] [_] [_] [_] [_] Schedule 4 – Owner Trusts; Trust Agreements Date of Trust Agreement Owner Trustee Borrower Group Company which is Beneficial Owner Manufacturer Model Manufacturer’s Serial Number [_] [_] [_] [_] [_] [_] Schedule 5 – the Owned Assets Airframe / Engine Manufacturer Model Manufacturer’s Serial Number [_] [_] [_] [_] Schedule 6 – Asset Leases Borrower Group Company which is Lessor Date of Lease Asset Manufacturer Model Manufacturer’s Serial Number Operating / Finance / Revolving Credit Finance Lease [_] [_] [_] [_] [_] [_] SCHEDULE 10 - 4 - Schedule 7 – Loan Assets Borrower Group Company which is Lender Date of Loan Asset Manufacturer Model Manufacturer’s Serial Number [_] [_] [_] [_] [_] Schedule 8 – Pledged Shares PLEDGED STOCK Stock Issuer Par Value Certificate No(s). Number of Issued Shares Percentage of Issued Shares N/A N/A N/A N/A N/A PLEDGED MEMBERSHIP INTERESTS Issuer Certificate No. Percentage of Membership Interest N/A N/A N/A PLEDGED BENEFICIAL INTERESTS Issuer Certificate No. Percentage of Beneficial Interest N/A N/A N/A

SCHEDULE 11 FORM OF NOTICE OF SECURITY ASSIGNMENT NOTICE OF SECURITY ASSIGNMENT From: [__] (the “Lessor”) To: [__] (the “Lessee”) Date: ______________, 202[_] Dear Ladies and Gentlemen: We refer to Lease Agreement dated [__], 202[_] between the Lessor and the Lessee (as amended, supplemented, assigned or otherwise modified from time to time, the “Lease”), [incorporating and supplementing the terms of the [_________] dated as of [__], 202[_] between the Lessee and the Lessor (the “[_________]”)]1 relating to [number of engines (#)] [Engine Manufacturer] [Engine Model] aircraft engine bearing engine manufacturer’s serial number [__] (the “Engine”). All terms defined in the Lease shall, unless the context otherwise requires, have the same meaning herein. The terms “Additional Insured”, “Borrower”, “Security Trustee”, “Administrative Agent”, “Facility Agent”, “Lenders” and “Beneficiary” [and “Prior Beneficiary”] are each defined in Part 2 of Appendix A. [Pursuant to the [Trust Agreement] dated as of [__], 202[_] between Lessor as owner trustee and Prior Beneficiary as owner participant (the “Trust Agreement”) (as amended and restated on or about the date hereof), and the [Beneficial Interest Assignment] dated as of [__], 202[_], Prior Beneficiary assigned, transferred and conveyed to Beneficiary all of its right, title and interest in and to the Trust Estate (as defined in the Trust Agreement).]2 Pursuant to the Secured Credit Agreement dated as of May 3, 2024 (the “Credit Agreement”) among the Borrower, the Security Trustee, the Administrative Agent and the Facility Agent, the Borrower has financed or refinanced the acquisition of certain aircraft equipment, including the Engine. We hereby notify you that by the Security Agreement dated as of May 3, 2024 (the “Security Agreement”) among the Lessor, the Borrower, the Security Trustee and the other parties named therein, the Lessor shall assign to the Security Trustee, as security, all of its rights, title and interest in, to and under the Engine, the Lease and the other lease documents set forth in Part 1 of Appendix A (collectively, the “Lease Documents”), including certain insurance proceeds. 1 NTD: Include if there is a common terms agreement, master agreement or such similar agreement. 2 NTD: Include if relevant. The Lessor shall notify you in writing of the effective date of the security assignment described in the foregoing sentence (the “Effective Date”) pursuant to a notice substantially in the form of Appendix B (the “Notice of Effective Date”). [We attach as Appendix C a form of letter of quiet enjoyment from the Security Trustee and agree that we shall cause the Security Trustee to execute and deliver to you a letter of quiet enjoyment substantially in the form of Appendix C concurrently with delivery to you of the Notice of Effective Date.]3 For good and valuable consideration, the receipt of which is hereby acknowledged, by your execution and delivery to the Lessor of the Lessee Acknowledgement (the “Lessee Acknowledgment”) given in connection herewith, you acknowledge and agree to the following: (1) From and after the Effective Date and until [the Security Trustee has delivered a Release Notice to you][you receive written notice from the Security Trustee that the Engine is no longer subject to the Security Agreement]4, all monies that may be payable by you or on your behalf under the Lease Documents shall be paid to the below account (the “Account”) unless and until the Security Trustee otherwise directs in writing. Bank: Bank of Utah ABA No. [__] BNF: [__] A/C: [__] OBI: [__] If the Security Trustee delivers a notice (a “Relevant Notice”) to you that it has exercised its rights under the Security Agreement, then you shall thereafter perform, observe and comply with all other terms of the Lease and the other Lease Documents for the benefit of the Security Trustee as if the Security Trustee were named as lessor therein. (2) From and after the Effective Date, Willis Lease Finance Corporation (the “Servicer”) shall act as servicer of the Engine unless and until we or the Security Trustee otherwise directs in writing. (3) After issue by the Security Trustee of any Relevant Notice, you shall not recognize the exercise by the Lessor (or the Servicer) of any of its rights and powers under the Lease Documents unless and until requested to do so in writing by the Security Trustee. (4) Effective as of the Effective Date (and for the period until [the Security Trustee has delivered a Release Notice to you][you receive written notice from the Security Trustee that the Engine is no longer subject to the Security Agreement]5): 3 NTD: Include at Servicer’s discretion. 4 NTD: Include appropriate language at Servicer’s discretion. 5 NTD: Include appropriate language at Servicer’s discretion. (a) each of the Lessor and the Security Trustee shall be named as a contract party6 for the [Agreed Value][Stipulated Amount] 7 under the hull, spares and war risk insurances required to be maintained by the Lessee under the Lease Documents; (b) each of the Additional Insureds identified in Part 2 of Appendix A: (i) shall be, for all purposes under the Lease Documents, an “[Additional Indemnitee]8” and (ii) shall be named and listed as “additional insureds” as their names appear in Part 3 of Appendix A in accordance with the requirements of the Lease Documents under the aviation and general third party liability insurance (including the war liability insurance) required to be maintained by the Lessee under the Lease Documents; (c) each of the contracts identified in Part 4 of Appendix A shall be listed as a “Contract” with respect to the aviation and general third-party liability insurance (including the war liability insurance) required to be maintained by the Lessee under the Lease Documents, as such contracts appear and are listed in Part 4 of Appendix A; and (d) each of the Borrower, the Security Trustee, the Administrative Agent, the Servicer, the Facility Agent, and the Lenders shall be, for all purposes of the Lease Documents, a Lessor’s Lender. (5) [Effective as of the Effective Date, each reference in the Lease Documents to “Willis Lease Finance Corporation” as Beneficiary shall be deleted in each instance it appears and replaced with references to “Willis Warehouse Facility LLC”.]9 Upon the issuance of the Notice of Effective Date, this Notice and the instructions herein contained shall become irrevocable until [you receive notice in writing to the contrary from the Security Trustee][the Security Trustee delivers a release notice to you in substantially the form of Appendix D (a “Release Notice”)]10. You may conclusively rely on any such [notice][Release Notice] without further investigation. Please acknowledge receipt of this Notice on the Lessee Acknowledgment provided to you by us, it being provided hereby that your signature on the Lessee Acknowledgment shall confirm your acknowledgment of, and agreement for the benefit of the Security Trustee that the Security Trustee shall not be bound by, nor have any liability for the performance of, any of our obligations under the Lease Documents unless expressly agreed to in writing by the Security Trustee. THIS NOTICE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 6 NTD: Change to loss payee if applicable for the insurance carried by the lessee. 7 NTD: To reflect appropriate defined term used in the lease. 8 NTD: To reflect appropriate defined term used in the lease. 9 NTD: Include if relevant. 10 NTD: Include appropriate language at Servicer’s discretion. [Signature page to follow]

[Notice of Security Assignment to Lessee - ESN [_______]] Very truly yours, For and on behalf of [_______], as Lessor By: Name: Title: APPENDIX A Lease Documents; Additional Insureds; etc. Part 1 1. Aircraft Engine Lease Agreement dated [__] between the Lessor and the Lessee (incorporating and supplementing the terms of the [___________] the “Lease Agreement” or “Lease”). 2. [[___________] dated as of [__] between the Lessee and the Lessor (“[___________]”).]11 3. [List any amendments and/or side letters.] Part 2 Each of the following persons shall be an additional insured (each, an “Additional Insured”): 1. [owner trustee] as owner trustee; 2. [__] as owner participant (the “Beneficiary”); 3. [owner trustee] in its individual capacity; 4. Willis Warehouse Facility LLC as borrower (the “Borrower”); 5. Bank of Utah as security trustee (the “Security Trustee”); 6. Bank of Utah as administrative agent (the “Administrative Agent”); 7. Bank of America, N.A. as facility agent (the “Facility Agent”); 8. Willis Lease Finance Corporation, as servicer (the “Servicer”); 9. [Willis Lease Finance Corporation, as prior owner participant (“Prior Beneficiary”) under the Trust Agreement]12; 10. [Bank of America, N.A., BNP Paribas, Crédit Agricole Corporate and Investment Bank, Wells Fargo Bank, N.A., and MUFG Bank, Ltd.][each of the lenders under the Credit Agreement]13 (the “Lenders”); and 11 NTD: To be included if there is a common terms agreement, master agreement or such similar agreement. 12 NTD: Include if relevant. 13 NTD: Listing of banks by name or generally as lenders to be determined by the Servicer. 11. [each of their respective shareholders, members, affiliates, subsidiaries, directors, managers, officers, agents, employees, and each of their respective successors and assigns]14. Part 3 The certificate of insurances and reinsurances shall be updated to include each Additional Insured under the aviation and general third-party liability insurance (including the war liability insurance) required to be maintained by the Lessee under the Lease Documents, and named and listed as follows: “Contract Party(ies): 1. [owner trustee], as Owner Trustee 2. Bank of Utah, as Security Trustee AND in addition, in respect of Legal Liability Insurances, Willis Warehouse Facility LLC (as [owner participant and as] Borrower), [owner trustee] (in its individual capacity and as owner trustee), Bank of Utah (as administrative agent), Willis Lease Finance Corporation (as servicer [and prior owner participant]), Bank of America, N.A. (as facility agent and lender), BNP Paribas (as lender), Crédit Agricole Corporate and Investment Bank (as lender), Wells Fargo Bank, N.A. (as lender), and MUFG Bank, Ltd. (as lender) and each of their respective shareholders, members, affiliates, subsidiaries, directors, managers, officers, agents, employees, and each of their respective successors and assigns.” Part 4 The certificate of insurances and reinsurances shall be updated to include each of the following contracts as “Contracts” under the aviation and general third-party liability insurance (including the war liability insurance) required to be maintained by the Lessee under the Lease Documents, and listed as follows: 1. Credit Agreement dated as of May 3, 2024 (the “Credit Agreement”) among the Borrower, the Security Trustee, the Administrative Agent, the Facility Agent and the Lenders; 2. Security Agreement dated as of May 3, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) among the Borrower, the Security Trustee and the other parties named therein. 3. Servicing Agreement dated as of May 3, 2024 among Borrower and Servicer. 4. Lease Agreement dated [__], 202[_] between [__], as lessor and [__], as lessee (as amended, supplemented, assigned or otherwise modified from time to time, the “Lease”), 14 NTD: Conform to insurance/indemnitee wording in the lease if applicable. [incorporating and supplementing the terms of [____________] dated as of [__], 202[_] between [__], as lessor and [__], as lessee.] 5. [Trust Agreement dated as of [__], 202[_] between [__], not in its individual capacity but solely as owner trustee and [__] as owner participant, as amended, supplemented, assigned or otherwise modified from time to time.]15 6. Notice of Security Assignment dated on or about [__], 202[_] given by [__] as lessor and addressed to [__], as lessee. 7. Lessee Acknowledgment dated on or about [__], 202[_] given by [__], as lessee and addressed to [__], as lessor, and Bank of Utah as security trustee. 15 NTD: Include if relevant.

APPENDIX B Form of Notice of Effective Date NOTICE OF EFFECTIVE DATE From: [__] (the “Lessor”) To: [__] (the “Lessee”) ______________, 202[_] Re: Lease Agreement dated ______________, 202[_] between the Lessor and the Lessee (as amended, supplemented, assigned or otherwise modified from time to time, the “Lease”), [incorporating and supplementing the terms of the [__________] dated as of ______________, 202[_] between the Lessee and the Lessor] relating to [number of engines (#)] [Engine Manufacturer] [Engine Model] aircraft engine bearing manufacturer’s serial number [__] (the “Engine”). Dear Sirs: We refer to the Notice of Security Assignment dated ______________, 202[_] (the “Assignment Notice”) relating to the Lease and the Engine previously delivered to you. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Assignment Notice. We hereby notify you that the Effective Date is ______________, 202[_]. This notice shall be governed by, and construed in accordance with, the laws of the State of New York. [Notice of Effective Date – ESN [_______]] Very truly yours, For and on behalf of [__], as Lessor By: Name: Title: 16[APPENDIX C Form of Quiet Enjoyment Letter LETTER OF QUIET ENJOYMENT ______________, 202[_] From: [__] (the “Lessor”) To: [__] (the “Lessee”) Re: (1) Lease Agreement dated ______________, 202[_] between the Lessor and the Lessee (as amended, supplemented, assigned or otherwise modified from time to time, the “Lease”), [incorporating and supplementing the terms of the [__________] dated as of ______________, 202[_] between the Lessee and the Lessor] relating to [number of engines (#)] [Engine Manufacturer] [Engine Model] aircraft engine bearing manufacturer’s serial number [__] (the “Engine”), and (2) Lessee Acknowledgment dated as of ______________, 202[_] (the “Lessee Acknowledgment”) executed by the Lessee in favor of the Lessor and the Security Trustee. Ladies and Gentlemen: Reference is hereby made to the Lease. Any and all initially capitalized terms used herein shall have the meanings ascribed thereto in the Lease, unless specifically defined herein. By a Security Agreement dated as of May 3, 2024 among the Lessor, the Security Trustee and the other parties named therein, the Lessor has assigned to the Security Trustee, as security, all of its rights, title and interest in, to and under the Lease Documents (as defined in the Lessee Acknowledgment), including certain insurance proceeds. We confirm to the Lessee that, [so long as no Event of Default under the Lease shall have occurred and be continuing, Lessee shall have, at all times during the Lease Term, the peaceful and quiet enjoyment of the Engine free from all claims or interference of the Security Trustee or anyone lawfully claiming by, through or under the Security Trustee.]17 This letter shall be governed by, and construed in accordance with, the laws of the State of New York. [Signature page follows] 16 NTD: Include at Servicer’s discretion. 17 NTD: To be conformed to quiet enjoyment language in the applicable lease. [Letter of Quiet Enjoyment – ESN [________]] Very truly yours, BANK OF UTAH, as the Security Trustee By: Name: Title:]

18[APPENDIX D Form of Release Notice RELEASE NOTICE ______________, 202[_] From: [__] (the “Lessor”) To: [__] (the “Lessee”) Re: (1) Lease Agreement dated ______________, 202[_] between the Lessor and the Lessee (as amended, supplemented, assigned or otherwise modified from time to time, the “Lease”), [incorporating and supplementing the terms of the [__________] dated as of ______________, 202[_] between the Lessee and the Lessor] relating to [number of engines (#)] [Engine Manufacturer] [Engine Model] aircraft engine bearing manufacturer’s serial number [__] (the “Engine”), and (2) Lessee Acknowledgment dated as of ______________, 202[_] (the “Lessee Acknowledgment”) executed by the Lessee in favor of the Lessor and the Security Trustee. Ladies and Gentlemen: Reference is hereby made to the Lessee Acknowledgement and the Notice of Security Assignment dated ______________, 202[_] (the “Assignment Notice”) relating to the Lease and the Engine previously delivered to you. Any and all initially capitalized terms used herein shall have the meanings ascribed thereto in the Lessee Acknowledgement, unless specifically defined herein. We notify you that effective as of the date hereof (1) the Assignment Notice, the Lessee Acknowledgement and the instructions contained therein are revoked and shall be of no further force and effect, and (2) you shall have no further obligations thereunder. This notice shall be governed by, and construed in accordance with, the laws of the State of New York. [Signature page follows] 18 NTD: Include at Servicer’s discretion. Very truly yours, BANK OF UTAH, as the Security Trustee By: Name: Title:] LESSEE ACKNOWLEDGMENT From: [__] (the “Lessee”) To: Bank of Utah in its capacity as security trustee (the “Security Trustee”) [__] (the “Lessor”) ______________, 202[_] Re: [Number of engines (#)] [Engine Manufacturer] [Engine Model] aircraft engine bearing engine manufacturer’s serial number [__] (the “Engine”) Ladies and Gentlemen: We acknowledge receipt of the Notice of Security Assignment dated as of on or about the date hereof (the “Assignment Notice”) [relating to (a) the assignment, transfer and conveyance by the Prior Beneficiary to Beneficiary of all of its right, title and interest in and to the Trust Estate (as defined in the Trust Agreement) (the “Trust Assignment”), and (b)] 19 notifying us that pursuant to the Security Agreement dated as of May 3, 2024 (the “Security Agreement”) among the Lessor, the Borrower, the Security Trustee and the other parties named therein, the Lessor has assigned to the Security Trustee, as security, all of the Lessor’s right, title and interest in and to the Lease Agreement dated [__], 202[_] between the Lessor and the Lessee (as amended, supplemented, assigned or otherwise modified from time to time, the “Lease”), [incorporating and supplementing the terms of the [_________] dated as of [__], 202[_] between the Lessee and the Lessor (the “[_________]”)]20. Capitalized terms used herein and not defined shall have the meanings assigned to them in the Assignment Notice. We acknowledge that the Lessor has advised us [(a) of the Trust Assignment, and (b)]21 that the intent and effect of the assignment by the Lessor of the Lease Documents pursuant to the Security Agreement is to confer upon the Security Trustee, from and after the Effective Date, all rights, title and interest of the Lessor under the Lease and the other Lease Documents. We hereby agree as follows with effect solely from and after the Effective Date (except as otherwise specified below): (1) To comply with the provisions of the Assignment Notice. (2) If the Security Trustee issues to us a Relevant Notice, we agree that we shall thereafter perform, observe and comply with all our other terms, undertakings and obligations under the Lease and the other Lease Documents in favor and for the benefit of the Security Trustee as if the Security Trustee were named as lessor therein instead of the Lessor. 19 NTD: Include if relevant. 20 NTD: Include if relevant. 21 NTD: Include if relevant. (3) We agree that after issue by the Security Trustee of any Relevant Notice, we shall not recognize the exercise by the Lessor (or the Servicer) of any of its rights and powers under the Lease Documents unless and until requested to do so in writing by the Security Trustee. (4) Effective as of the Effective Date (and for the period until [the Security Trustee has delivered a Release Notice to you][you receive written notice from the Security Trustee that the Engine is no longer subject to the Security Agreement]22): (a) each of the Lessor and the Security Trustee shall be named as a contract party23 for the [Agreed Value][Stipulated Amount] 24 under the hull, spares and war risk insurances required to be maintained by the Lessee under the Lease Documents; (b) each of the Additional Insureds identified in Part 2 of Appendix A to the Assignment Notice: (i) shall be, for all purposes under the Lease Documents, an “[Additional Indemnitee] 25 ” and (ii) shall be named and listed as “additional insureds” as their names appear in Part 3 of Appendix A to the Assignment Notice in accordance with the requirements of the Lease Documents under the aviation and general third party liability insurance (including the war liability insurance) required to be maintained by the Lessee under the Lease Documents; (c) each of the contracts identified in Part 4 of Appendix A to the Assignment Notice shall be listed as a “Contract” with respect to the aviation and general third party liability insurance (including the war liability insurance) required to be maintained by the Lessee under the Lease Documents, as such contracts appear and are listed in Part 4 of Appendix A to the Assignment Notice; and (d) each of the Borrower, the Security Trustee, the Administrative Agent, the Servicer, the Facility Agent, and the Lenders shall be, for all purposes of the Lease Documents, a Lessor’s Lender. (5) Effective as of the Effective Date and until [the Security Trustee has delivered a Release Notice to you][you receive written notice from the Security Trustee that the Engine is no longer subject to the Security Agreement]26, for all purposes of the Lease Documents all monies that may be payable by us or on our behalf under the Lease Documents shall be paid to the Account unless and until the Security Trustee otherwise directs in writing. (6) We will deliver to the Security Trustee insurance certificates and letters of undertaking evidencing compliance with the foregoing and with the Assignment Notice on or before the Effective Date. 22 NTD: Include appropriate language at Servicer’s discretion. 23 NTD: Change to loss payee if applicable for the insurance carried by the lessee. 24 NTD: To reflect appropriate defined term used in the lease. 25 NTD: To reflect appropriate defined term used in the lease. 26 NTD: Include appropriate language at Servicer’s discretion.

(7) [Effective as of the Effective Date we agree that in the Lease and the [______], to the extent incorporated by reference in the Lease and with respect to the lease of the Engine only, all references to “Willis Lease Finance Corporation” as Beneficiary shall be deleted in each instance it appears and replaced with references to “Willis Warehouse Facility LLC”.]27 THIS ACKNOWLEDGMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Acknowledgement and the undertakings contained herein are irrevocable until the Security Trustee delivers a Release Notice to us. [Signature page to follow] 27 NTD: Include if relevant. Very truly yours, For and on behalf of [____________] By: Name: Title: SCHEDULE 12-A-1 SCHEDULE 12 PART A FORM OF ASSET MORTGAGE AND LEASE SECURITY ASSIGNMENT MORTGAGE AND SECURITY AGREEMENT NO. [_] MORTGAGE AND SECURITY AGREEMENT NO. [_] (the “Agreement”) dated as of ______________, 20__ between [__________] (“[__________]”), not in its individual capacity, but solely as Owner Trustee (the “Grantor”), and BANK OF UTAH, as security trustee (in such capacity, the “Security Trustee”). Capitalized terms used and not defined herein are used as defined in Appendix A hereto. W I T N E S S E T H: WHEREAS, Willis Warehouse Facility LLC, a Delaware limited liability company (the “Borrower”), the Security Trustee, and certain other parties have entered into the Credit Agreement, dated as of May 3, 2024 (as amended, supplemented or otherwise modified, the “Credit Agreement”); WHEREAS, the Borrower, the Security Trustee, the Grantor and certain other Borrower Group Companies have entered into the Security Agreement, dated as of May 3, 2024 (as amended, supplemented or otherwise modified, the “Security Agreement”), in order to secure the payment and performance of all Obligations of the Grantor and the other Borrower Group Companies under the Credit Agreement; WHEREAS, the Grantor has agreed to secure the Obligations by granting to the Security Trustee for the benefit of the Secured Parties a Lien on its interest in the [Airframe and the] Engine[s] described in Schedule 1 hereto ([collectively, ]the “Asset”) and on certain other property and rights relating thereto; and WHEREAS, the Grantor will derive substantial direct and indirect benefit from the proceeds of the Loans and from the execution, delivery and performance of the Loan Documents, whether or not the Grantor is a party thereto. NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Loan Documents and (b) secure the prompt payment and performance of all the Obligations, the Grantor and the Security Trustee hereby agree as follows: 1. SECURITY INTEREST. The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security interest to the Security Trustee, for its benefit and the benefit of the Secured Parties, subject to no prior interests of any Person whatsoever except for a lessee under any Lease of the Asset, in all of such Grantor’s right, title and interest in and to the following collateral, whether now existing or hereafter created or acquired (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement: SCHEDULE 12-A-2 (a) the Asset; (b) all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Asset [or on any component Engine thereof] or may be installed in any other aircraft or aircraft engine; (c) the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset or any Assigned Lease, any lease assignments, novations or assumption agreements, relating to the Asset or any Assigned Lease, any acceptance certificate, and/or bill of sale relating to the Asset or any Assigned Lease, any guaranties, letters of credit or other credit support or collateral security relating to the Asset or any Assigned Lease, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”); (d) all proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition due to the Grantor with respect to, any of the equipment described in clauses (a), (b) and (c) above; (e) the Initial Lease and each other Lease of the Asset, whether or not owned by the Grantor, under which the Grantor is or may from time to time be the Lessor, together with any and all Asset Related Documents relating to such Initial Lease and each other Lease (any such Initial Lease and other Leases and Asset Related Documents being referred to individually as an “Assigned Lease” and collectively as the “Assigned Leases”), including without limitation, (A) all rights of the Grantor to all Lease Payments, however denominated, under such Assigned Leases, (B) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty pursuant to or with respect to such Assigned Leases, (C) claims of the Grantor for damages arising out of or for breach or default under such Assigned Leases, (D) all rights of the Grantor to receive and any and all rights to amend, waive, modify and give notices, approvals and consents under such Assigned Leases, (E) all rights of the Grantor under any such Assigned Lease with respect to any sublease of any such Asset, (F) all rights of the Grantor to terminate any such Assigned Lease, whether arising under such Assigned Lease or by statute or at law or in equity, (G) all rights of the Grantor to possession of any Asset under an Assigned Lease and (H) all other rights and property of the Grantor included therein together with all payments, including without limitation all rent, damages, expenses, indemnities and other amounts due to the Grantor (or any Person claiming by, through or under the Grantor) thereunder;

SCHEDULE 12-A-3 (f) all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Loan Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and (g) all proceeds, howsoever arising, of the foregoing. BUT EXCLUDING, HOWEVER, the Excluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and assigns, as security for the Obligations. 2. INCORPORATION BY REFERENCE. The security interest in the Mortgage Collateral created under this Agreement is granted in accordance with the Security Agreement and all of the terms and conditions thereof, including but not limited to provisions relating to the exercise of remedies, shall be incorporated herein by reference. 3. MISCELLANEOUS 3.1 Successors and Assigns. All the terms, provisions, conditions and covenants herein contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee and their respective successors, assigns and transferees. 3.2 Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such laws, without invalidating the remaining provisions hereof; and any such prohibition in any jurisdiction shall not invalidate such provisions in any other jurisdiction. 3.3 Governing Law. THIS AGREEMENT 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. 3.4 Further Assurances. At any time and from time to time, upon the request of the Security Trustee, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents as the Security Trustee may reasonably deem desirable in obtaining the full benefits of security interests and assignments created or intended to be created hereby and of the rights and powers granted herein and in the Security Agreement. 3.5 Notices. All notices, requests, demands or other communications required hereunder or given pursuant hereto shall be in writing unless otherwise expressly provided to the following specified address or to such other address as either party may from time to time hereafter designate to the other party in writing: If to the Grantor: SCHEDULE 12-A-4 [__________] Telephone: Facsimile: Attention: If to the Security Trustee: Bank of Utah 50 South 200 East, Suite 110 Salt Lake City, UT 84111 Attention: Corporate Trust Telephone: (801) 924-3690 Facsimile: (801) 924-3630 E-mail: corptrust@bankofutah.com 3.6 Owner Trustee. [__________] is entering into this Agreement solely in its capacity as Owner Trustee under the Trust Agreement and not in its individual capacity, except as expressly set forth herein. Accordingly, each of the representations, warranties, undertakings and agreements herein made on the part of [__________], is made and intended not as a personal representation, warranty, undertaking or agreement by or for the purpose or with the intention of binding [__________] personally, but is made solely in its capacity as Owner Trustee. This Agreement is executed and delivered by [__________] solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be enforceable against [__________] or any successor in trust on account of any action taken or omitted to be taken or any representation, warranty, undertaking or agreement hereunder of [__________], either expressed or implied, all such personal liability, if any, being expressly waived by the parties hereto, except that the parties hereto, or any Person acting by, through or under them, making a claim hereunder, may look to the Trust Estate for satisfaction of the same and [__________] or its successor in trust, as applicable, shall be personally liable for its own gross negligence or willful misconduct in the performance of its duties as Owner Trustee or otherwise. 3.7 Security Trustee. The Security Trustee shall be afforded all of the rights, protections, immunities and indemnities set forth in the Security Agreement as if such rights, protections, immunities and indemnities were specifically set forth herein. 3.8 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. [Remainder of page intentionally left blank] SCHEDULE 12-A-5 IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly authorized, caused this Mortgage and Security Agreement to be executed as of the day and year first above written and to be delivered in the State of New York. GRANTOR: [__________], not in its individual capacity but solely as Owner Trustee By: ____________________________________ Name: Title: SECURITY TRUSTEE: BANK OF UTAH, not in its individual capacity, but solely as Security Trustee By: ____________________________________ Name: Title: SCHEDULE 12-A-6 APPENDIX A MORTGAGE AND SECURITY AGREEMENT DEFINITIONS For all purposes of this Agreement, all capitalized terms used, but not defined, in this Agreement shall have the respective meanings assigned to such terms in (or by reference in) the Security Agreement, and the following terms have the meanings indicated below: “Administrative Agent” means Bank of Utah, in its capacity as Administrative Agent under the Credit Agreement. “Agreement” has the meaning specified in the recital of parties to this Agreement. [“Airframe” has the meaning assigned to such term in Schedule 1 attached hereto.] “Asset” has the meaning specified in the recitals to this Agreement. “Asset Related Documents” has the meaning assigned to such term in Section 1(c) of this Agreement. “Assigned Lease” has the meaning assigned to such term in Section 1(e) of this Agreement. “Borrower” has the meaning specified in the recitals to this Agreement. “Borrower Group Company” has the meaning specified in the Credit Agreement. “Closing Date” means May 3, 2024. “Credit Agreement” has the meaning specified in the recitals to this Agreement. “Engine[s]” has the meaning assigned to such term in Schedule 1 attached hereto. “Excluded Payments” means payments in respect of (i) indemnities (including interest thereon, if applicable) payable (directly or indirectly) by a Lessee to an indemnitee (other than to a Grantor for its own account) pursuant to a Lease and (ii) proceeds of public liability insurance in respect of the Assets payable, directly or indirectly, as a result of insurance claims paid, or losses suffered, by a Person (other than a Grantor for its own account) and including, for the avoidance of doubt, the Lessee. “Grantor” has the meaning specified in the recital of parties to this Agreement. “Initial Lease” has the meaning assigned to such term in Schedule 1 attached hereto. “Lease” means, with respect to any Owned Asset, any lease agreement (including, without limitation, any future aircraft or engine lease agreement), conditional sale agreement, hire purchase agreement or other similar arrangement, as may be in effect between an Borrower Group Company

SCHEDULE 12-A-7 that owns or leases-in such Owned Asset (as Lessor) and a Person that is not an Borrower Group Company (as Lessee), as such agreement or arrangement may be amended, modified, extended, supplemented, assigned or novated from time to time in accordance with the Loan Documents; provided that if, under any sub-leasing arrangement with respect to an Owned Asset permitted by the Lease of such Owned Asset and executed by the Lessee and a sub-lessee, the Lessor of such Owned Asset agrees to receive payments or collateral directly from, or is to make payments directly to, such sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant sub-lease shall constitute the “Lease” of such Owned Asset, and the sub-lessee shall constitute the related “Lessee” with respect to such Owned Asset, but only to the extent of the provisions of such sub-lease agreement relevant to such payments and collateral and to the extent agreed by the relevant Lessor. “Lease Payments” means all lease payments and other amounts payable by or on behalf of a Lessee under a Lease, and all rights of Grantor to receive moneys due and to become due under or pursuant to such Lease, including, without limitation, Rent Payments, Utilization Rents and Security Deposits. “Lessee” means the Lessee under a Lease. “Lessor” means the Lessor under a Lease. “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or security interest, including without limitation any prospective contract of sale or other prospective international interest. “Loan Documents” has the meaning specified in the Credit Agreement. “Loans” means any one of the loans issued pursuant to the Credit Agreement. “Mortgage Collateral” has the meaning specified in Section 1 of this Agreement. “Mortgage Supplement” has the meaning specified in Section 1 of this Agreement. “Obligations” means, inter alia, all obligations owed to the Secured Parties by each Borrower Group Company and by each Obligor, as more particularly defined and described in the Security Agreement. “Obligor” means, with respect to a Grantor, each Lessee or any other Person obligated at any time to make any Lease Payments to such Grantor for any reason. “Owned Asset” means any “Owned Asset” as defined in the Credit Agreement, including, for the avoidance of doubt, the Asset. “Part” means any and all parts, avionics, attachments, accessions, appurtenances, furnishings, components, appliances, accessories, instruments and other equipment installed in, or attached to (or constituting a spare for any such item installed in or attached to) the Asset. SCHEDULE 12-A-8 “Person” means any natural person, firm, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any political subdivision thereof or any other legal entity, including public bodies. “Rent Payments” means all payments of basic rent under a Lease that are payable in respect of periods specified under such Lease. “Secured Party” has the meaning specified in the Security Agreement. “Security Agreement” has the meaning specified in the preliminary statements to this Agreement and is attached hereto as Schedule 2. “Security Deposits” means any cash deposits and other collateral provided by, or on behalf of, a Lessee to secure the obligations of such Lessee under a Lease. “Security Trustee” has the meaning specified in the recital of parties to this Agreement. “Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. “Trust Agreement” means the [Amended and Restated] Trust Agreement No. [_], dated as of [__________], between the Grantor and [__] (as successor to _____________). “Trust Estate” has the meaning specified in the Trust Agreement. “Utilization Rent” means any payment (including any use payment) under a Lease that is based on the usage of the Owned Asset subject to such Lease or which is based on, or in respect of which, the Lessor under a Lease may be obligated to reimburse the Lessee under such Lease for specified maintenance activities with respect to such Owned Asset. SCHEDULE 12-A-9 SCHEDULE 1 MORTGAGE AND SECURITY AGREEMENT MORTGAGE COLLATERAL [“Airframe” means one (1) [__________] model [__________] aircraft bearing manufacturer’s serial number [_____].] “Engine[s]” means [one (1)][two (2)] [__________] model [__________] aircraft engines bearing manufacturer’s serial number[s] [_____] [and [_____] respectively]. “Initial Lease” means [__________]. SCHEDULE 12-A-10 SCHEDULE 2 MORTGAGE AND SECURITY AGREEMENT SECURITY AGREEMENT (INTENTIONALLY OMITTED AS CONTAINING CONFIDENTIAL INFORMATION)

SCHEDULE 12-B-1 SCHEDULE 12 – PART B FORM OF ASSET MORTGAGE MORTGAGE AND SECURITY AGREEMENT NO. [_] MORTGAGE AND SECURITY AGREEMENT NO. [_] (the “Agreement”) dated as of ______________, 20__ between [__________] (“[__________]”), not in its individual capacity, but solely as Owner Trustee (the “Grantor”), and BANK OF UTAH, as security trustee (in such capacity, the “Security Trustee”). Capitalized terms used and not defined herein are used as defined in Appendix A hereto. W I T N E S S E T H: WHEREAS, Willis Warehouse Facility LLC, a Delaware limited liability company (the “Borrower”), the Security Trustee and certain other parties have entered into the Credit Agreement, dated as of May 3, 2024 (as amended, supplemented or otherwise modified, the “Credit Agreement”); WHEREAS, the Borrower, the Security Trustee, the Grantor and certain other Borrower Group Companies have entered into the Security Agreement, dated as of May 3, 2024 (as amended, supplemented or otherwise modified, the “Security Agreement”), in order to secure the payment and performance of all Obligations of the Grantor and the other Borrower Group Companies under the Credit Agreement; WHEREAS, the Grantor has agreed to secure the Obligations by granting to the Security Trustee for the benefit of the Secured Parties a Lien on its interest in the [Airframe and the] Engine[s] described in Schedule 1 hereto ([collectively, ]the “Asset”) and on certain other property and rights relating thereto; and WHEREAS, the Grantor will derive substantial direct and indirect benefit from the proceeds of the Loans and from the execution, delivery and performance of the Loan Documents, whether or not the Grantor is a party thereto. NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Loan Documents and (b) secure the prompt payment and performance of all the Obligations, the Grantor and the Security Trustee hereby agree as follows: 1. SECURITY INTEREST. The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security interest to the Security Trustee, for its benefit and the benefit of the Secured Parties, subject to no prior interests of any Person whatsoever except for a lessee under any Lease of the Asset, in all of such Grantor’s right, title and interest in and to the following collateral, whether now existing or hereafter created or acquired (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement: (a) the Asset; SCHEDULE 12-B-2 (b) all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Asset [or on any component Engine thereof] or may be installed in any other aircraft or aircraft engine; (c) the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset, any acceptance certificate, and/or bill of sale relating to the Asset, any guaranties, letters of credit or other credit support relating to the Asset, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”); (d) all proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition due to the Grantor with respect to, any of the equipment described in clauses (a), (b) and (c) above; (e) all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Loan Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and (f) all proceeds, howsoever arising, of the foregoing. BUT EXCLUDING, HOWEVER, the Excluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and assigns, as security for the Obligations. 2. INCORPORATION BY REFERENCE. The security interest in the Mortgage Collateral created under this Agreement is granted in accordance with the Security Agreement and all of the terms and conditions thereof, including but not limited to provisions relating to the exercise of remedies, shall be incorporated herein by reference. 3. MISCELLANEOUS 3.1 Successors and Assigns. All the terms, provisions, conditions and covenants herein contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee and their respective successors, assigns and transferees. 3.2 Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such SCHEDULE 12-B-3 jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such laws, without invalidating the remaining provisions hereof; and any such prohibition in any jurisdiction shall not invalidate such provisions in any other jurisdiction. 3.3 Governing Law. THIS AGREEMENT 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. 3.4 Further Assurances. At any time and from time to time, upon the request of the Security Trustee, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents as the Security Trustee may reasonably deem desirable in obtaining the full benefits of security interests and assignments created or intended to be created hereby and of the rights and powers granted herein and in the Security Agreement. 3.5 Notices. All notices, requests, demands or other communications required hereunder or given pursuant hereto shall be in writing unless otherwise expressly provided to the following specified address or to such other address as either party may from time to time hereafter designate to the other party in writing: If to the Grantor: [__________] Telephone: Facsimile: Attention: If to the Security Trustee: Bank of Utah 50 South 200 East, Suite 110 Salt Lake City, UT 84111 Attention: Corporate Trust Telephone: (801) 924-3690 Facsimile: (801) 924-3630 E-mail: corptrust@bankofutah.com 3.6 Owner Trustee. [__________] is entering into this Agreement solely in its capacity as Owner Trustee under the Trust Agreement and not in its individual capacity, except as expressly set forth herein. Accordingly, each of the representations, warranties, undertakings and agreements herein made on the part of [__________], is made and intended not as a personal representation, warranty, undertaking or agreement by or for the purpose or with the intention of SCHEDULE 12-B-4 binding [__________] personally, but is made solely in its capacity as Owner Trustee. This Agreement is executed and delivered by [__________] solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be enforceable against [__________] or any successor in trust on account of any action taken or omitted to be taken or any representation, warranty, undertaking or agreement hereunder of [__________], either expressed or implied, all such personal liability, if any, being expressly waived by the parties hereto, except that the parties hereto, or any Person acting by, through or under them, making a claim hereunder, may look to the Trust Estate for satisfaction of the same and [__________] or its successor in trust, as applicable, shall be personally liable for its own gross negligence or willful misconduct in the performance of its duties as Owner Trustee or otherwise. 3.7 Security Trustee. The Security Trustee shall be afforded all of the rights, protections, immunities and indemnities set forth in the Security Agreement as if such rights, protections, immunities and indemnities were specifically set forth herein. 3.8 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. [Remainder of page intentionally left blank]

SCHEDULE 12-B-5 IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly authorized, caused this Mortgage and Security Agreement to be executed as of the day and year first above written and to be delivered in the State of New York. GRANTOR: [__________], not in its individual capacity but solely as Owner Trustee By: ____________________________________ Name: Title: SECURITY TRUSTEE: BANK OF UTAH, not in its individual capacity, but solely as Security Trustee By: ____________________________________ Name: Title: SCHEDULE 12-B-6 APPENDIX A MORTGAGE AND SECURITY AGREEMENT DEFINITIONS For all purposes of this Agreement, all capitalized terms used, but not defined, in this Agreement shall have the respective meanings assigned to such terms in (or by reference in) the Security Agreement, and the following terms have the meanings indicated below: “Administrative Agent” means Bank of Utah, in its capacity as Administrative Agent under the Credit Agreement. “Agreement” has the meaning specified in the recital of parties to this Agreement. [“Airframe” has the meaning assigned to such term in Schedule 1 attached hereto.] “Asset” has the meaning specified in the recitals to this Agreement. “Asset Related Documents” has the meaning assigned to such term in Section 1(c) of this Agreement. “Borrower” has the meaning specified in the recitals to this Agreement. “Borrower Group Company” has the meaning specified in the Credit Agreement. “Closing Date” means May 3, 2024. “Credit Agreement” has the meaning specified in the recitals to this Agreement. “Engine[s]” has the meaning assigned to such term in Schedule 1 attached hereto. “Excluded Payments” means payments in respect of (i) indemnities (including interest thereon, if applicable) payable (directly or indirectly) by a Lessee to an indemnitee (other than to a Grantor for its own account) pursuant to a Lease and (ii) proceeds of public liability insurance in respect of the Assets payable, directly or indirectly, as a result of insurance claims paid, or losses suffered, by a Person (other than a Grantor for its own account) and including, for the avoidance of doubt, the Lessee. “Grantor” has the meaning specified in the recital of parties to this Agreement. “Lease” means, with respect to any Owned Asset, any lease agreement (including, without limitation, any future aircraft lease agreement), conditional sale agreement, hire purchase agreement or other similar arrangement, as may be in effect between an Borrower Group Company that owns or leases-in such Owned Asset (as Lessor) and a Person that is not an Borrower Group Company (as Lessee), as such agreement or arrangement may be amended, modified, extended, supplemented, assigned or novated from time to time in accordance with the Loan Documents; provided that if, under any sub-leasing arrangement with respect to an Owned Asset permitted by SCHEDULE 12-B-7 the Lease of such Owned Asset and executed by the Lessee and a sub-lessee, the Lessor of such Owned Asset agrees to receive payments or collateral directly from, or is to make payments directly to, such sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant sub-lease shall constitute the “Lease” of such Owned Asset, and the sub-lessee shall constitute the related “Lessee” with respect to such Owned Asset, but only to the extent of the provisions of such sub-lease agreement relevant to such payments and collateral and to the extent agreed by the relevant Lessor. “Lessee” means the Lessee under a Lease. “Lessor” means the Lessor under a Lease. “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or security interest, including without limitation any prospective contract of sale or other prospective international interest. “Loan Documents” has the meaning specified in the Credit Agreement. “Loans” means any one of the loans issued pursuant to the Credit Agreement. “Mortgage Collateral” has the meaning specified in Section 1 of this Agreement. “Mortgage Supplement” has the meaning specified in Section 1 of this Agreement. “Obligor” means, with respect to a Grantor, each Lessee or any other Person obligated at any time to make any payment under a Lease to such Grantor for any reason. “Part” means any and all parts, avionics, attachments, accessions, appurtenances, furnishings, components, appliances, accessories, instruments and other equipment installed in, or attached to (or constituting a spare for any such item installed in or attached to) the Asset. “Person” means any natural person, firm, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any political subdivision thereof or any other legal entity, including public bodies. “Obligations” means, inter alia, all obligations owed to the Secured Parties by each Borrower Group Company and by each Obligor, as more particularly defined and described in the Security Agreement. “Owned Asset” means any “Owned Asset” as defined in the Credit Agreement. “Secured Party” has the meaning specified in the Security Agreement. “Security Agreement” has the meaning specified in the preliminary statements to this Agreement and is attached hereto as Schedule 2. “Security Trustee” has the meaning specified in the recital of parties to this Agreement. SCHEDULE 12-B-8 “Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. “Trust Agreement” means the [Amended and Restated] Trust Agreement No. [_], dated as of [__________], between the Grantor and [__] (as successor to _____________). “Trust Estate” has the meaning specified in the Trust Agreement.

SCHEDULE 12-B-9 SCHEDULE 1 MORTGAGE AND SECURITY AGREEMENT MORTGAGE COLLATERAL [“Airframe” means one (1) [__________] model [__________] aircraft bearing manufacturer’s serial number [_____].] “Engine[s]” means [one (1)][two (2)] [__________] model [__________] aircraft engines bearing manufacturer’s serial number[s] [_____] [and [_____] respectively]. SCHEDULE 12-B-10 SCHEDULE 2 MORTGAGE AND SECURITY AGREEMENT SECURITY AGREEMENT (INTENTIONALLY OMITTED AS CONTAINING CONFIDENTIAL INFORMATION) SCHEDULE 12 – PART C FORM OF LEASE SECURITY ASSIGNMENT LEASE SECURITY ASSIGNMENT NO. [_] LEASE SECURITY ASSIGNMENT NO. [_] (the “Agreement”) dated as of ______________, 20__ between [__________] (“[__________]”)[, not in its individual capacity, but solely as Owner Trustee] (the “Grantor”), and BANK OF UTAH, as security trustee (in such capacity, the “Security Trustee”). Capitalized terms used and not defined herein are used as defined in the Security Agreement (as defined below), including those incorporated therein by reference to another document. W I T N E S S E T H: WHEREAS, Willis Warehouse Facility LLC, a Delaware limited liability company (the “Borrower”), the Security Trustee and certain other parties have entered into the Credit Agreement, dated as of May 3, 2024 (as amended, supplemented or otherwise modified, the “Credit Agreement”); WHEREAS, the Borrower, the Security Trustee, the Grantor and certain other Borrower Group Companies have entered into the Security Agreement, dated as of May 3, 2024 (as amended, supplemented or otherwise modified, the “Security Agreement”), in order to secure the payment and performance of all Obligations of the Grantor and the other Borrower Group Companies under the Credit Agreement; WHEREAS, the Grantor has agreed to secure the Obligations by granting to the Security Trustee for the benefit of the Secured Parties a Lien on its interest in any Assigned Lease and on certain other property and rights relating thereto; and WHEREAS, the Grantor will derive substantial direct and indirect benefit from the proceeds of the Loans and from the execution, delivery and performance of the Loan Documents, whether or not the Grantor is a party thereto. NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Loan Documents and (b) secure the prompt payment and performance of all the Obligations, the Grantor and the Security Trustee hereby agree as follows: 1. LEASE SECURITY ASSIGNMENT. The Grantor hereby bargains, sells, transfers and conveys to the Security Trustee, for the benefit of the Secured Parties, and grants to the Security Trustee for the benefit of the Secured Parties, a first priority security interest in and to the Assigned Lease, and all amendments, supplements, schedules, receipts and acceptance certificates executed or delivered pursuant thereto, together with all of the Grantor’s rights as lessor thereunder including without limitation: (a) all rights, if any, under § 1110 of the Bankruptcy Code of the United States or any statute of similar import SCHEDULE 12-C-12 (whether of the United States or any other jurisdiction and whether now in effect or hereinafter enacted); (b) all rights to receive payment of insurance proceeds and payments with respect to any manufacturer’s warranty, in each case payable with respect to the aircraft, the aircraft engines or other property which is the subject of the Assigned Lease; and (c) upon the occurrence of an Event of Default to demand, collect, receive and retain all rent and other sums which become payable under or in connection with the Assigned Lease, but excluding in each case any Excluded Payments. 2. INCORPORATION BY REFERENCE. The security interest in the Assigned Lease created under this Agreement is granted in accordance with the Security Agreement and all of the terms and conditions thereof, including but not limited to provisions relating to the exercise of remedies, shall be incorporated herein by reference. 3. REPRESENTATIONS AND WARRANTIES. The Grantor represents and warrants that: (a) the Assigned Lease is in full force and effect; (b) there has occurred no event under the Assigned Lease which constitutes a default or event of default thereunder or which with the giving of notice or lapse of time or both would constitute a default thereunder; (c) no rent or other sum payable under the Assigned Lease has been prepaid; (d) the Assigned Lease is the entire agreement of lease with respect to the aircraft, aircraft engines and other property which are the subject thereof, and the Assigned Lease has not been amended, supplemented, or modified nor has any provision thereof been waived by either party thereto; (e) by this assignment, the Security Trustee assumes none of the obligations of the lessor under the Assigned Lease and lessor shall remain solely responsible for the performance of each and every term and provision of the Assigned Lease on its part to be performed; and (f) upon the occurrence and continuation of an Event of Default and in addition to any other rights and remedies provided in the Credit Agreement or arising by operation of law, the Security Trustee may send notice to the lessee under the Assigned Lease demanding that such lessee perform all obligations required to be performed thereunder including, but not limited to, the obligation to pay all rent and other sums which may thereafter become payable under the Assigned Lease, solely to and for the benefit of the Security Trustee to the exclusion of Grantor and any other party who may claim entitlement to the payment thereof. 4. MISCELLANEOUS 4.1 Successors and Assigns. All the terms, provisions, conditions and covenants herein contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee and their respective successors, assigns and transferees.

SCHEDULE 12-C-13 4.2 Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such laws, without invalidating the remaining provisions hereof; and any such prohibition in any jurisdiction shall not invalidate such provisions in any other jurisdiction. 4.3 Governing Law. THIS AGREEMENT 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. 4.4 Further Assurances. At any time and from time to time, upon the request of the Security Trustee, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents as the Security Trustee may reasonably deem desirable in obtaining the full benefits of security interests and assignments created or intended to be created hereby and of the rights and powers granted herein and in the Security Agreement. 4.5 Notices. All notices, requests, demands or other communications required hereunder or given pursuant hereto shall be in writing unless otherwise expressly provided to the following specified address or to such other address as either party may from time to time hereafter designate to the other party in writing: If to the Grantor: [__________] Telephone: Facsimile: Attention: If to the Security Trustee: Bank of Utah 50 South 200 East, Suite 110 Salt Lake City, UT 84111 Attention: Corporate Trust Telephone: (801) 924-3690 Facsimile: (801) 924-3630 E-mail: corptrust@bankofutah.com [4.6 Owner Trustee. [__________] is entering into this Agreement solely in its capacity as Owner Trustee under the Amended and Restated Trust Agreement No. [_], dated as of [__________], between the Grantor and [__________] (as successor to ________________) (the “Trust Agreement”) and not in its individual capacity, except as expressly set forth herein. Accordingly, each of the representations, warranties, undertakings and agreements herein made on the part of [__________], is made and intended not as a personal representation, warranty, undertaking or agreement by or for the purpose or with the intention of binding [__________] SCHEDULE 12-C-14 personally, but is made solely in its capacity as Owner Trustee. This Agreement is executed and delivered by [__________] solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be enforceable against [__________] or any successor in trust on account of any action taken or omitted to be taken or any representation, warranty, undertaking or agreement hereunder of [__________], either expressed or implied, all such personal liability, if any, being expressly waived by the parties hereto, except that the parties hereto, or any Person acting by, through or under them, making a claim hereunder, may look to the Trust Estate (as defined in the Trust Agreement) for satisfaction of the same and [__________] or its successor in trust, as applicable, shall be personally liable for its own gross negligence or willful misconduct in the performance of its duties as Owner Trustee or otherwise.] 4.7 Security Trustee. The Security Trustee shall be afforded all of the rights, protections, immunities and indemnities set forth in the Security Agreement as if such rights, protections, immunities and indemnities were specifically set forth herein. 4.8 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. [Remainder of page intentionally left blank] SCHEDULE 12-C-15 IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly authorized, caused this Mortgage and Security Agreement to be executed as of the day and year first above written and to be delivered in the State of New York. GRANTOR: [__________][, not in its individual capacity but solely as Owner Trustee] By: ____________________________________ Name: Title: SECURITY TRUSTEE: BANK OF UTAH, not in its individual capacity, but solely as Security Trustee By: ____________________________________ Name: Title: SCHEDULE 12-C-16 APPENDIX A LEASE SECURITY ASSIGNMENT DEFINITIONS For all purposes of this Agreement, all capitalized terms used, but not defined, in this Agreement shall have the respective meanings assigned to such terms in (or by reference in) the Security Agreement, and the following terms have the meanings indicated below: “Administrative Agent” means Bank of Utah, in its capacity as Administrative Agent under the Credit Agreement. “Asset Related Documents” means the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to an Owned Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to any Assigned Lease, any lease assignments, novations or assumption agreements, relating to any Assigned Lease, any acceptance certificate relating to any Assigned Lease, any guaranties, letters of credit or other credit support or collateral security relating to any Assigned Lease, and any other certificate, instrument or agreement relating to any Assigned Lease. “Assigned Lease” means each Initial Lease and each other Lease of an Owned Asset, whether or not owned by the Grantor, under which the Grantor is or may from time to time be the Lessor, together with any and all Asset Related Documents relating to such Lease. “Borrower” has the meaning specified in the recitals to this Agreement. “Borrower Group Company” has the meaning specified in the Credit Agreement. “Closing Date” means May 3, 2024. “Excluded Payments” means payments in respect of (i) indemnities (including interest thereon, if applicable) payable (directly or indirectly) by a Lessee to an indemnitee (other than to a Grantor for its own account) pursuant to a Lease and (ii) proceeds of public liability insurance in respect of the Assets payable, directly or indirectly, as a result of insurance claims paid, or losses suffered, by a Person (other than a Grantor for its own account) and including, for the avoidance of doubt, the Lessee. “Initial Lease” has the meaning assigned to such term in Schedule 1 attached hereto. “Lease” means, with respect to any Owned Asset, any lease agreement (including, without limitation, any future aircraft or engine lease agreement), conditional sale agreement, hire purchase agreement or other similar arrangement, as may be in effect between an Borrower Group Company that owns or leases-in such Owned Asset (as Lessor) and a Person that is not an Borrower Group Company (as Lessee), as such agreement or arrangement may be amended, modified, extended, supplemented, assigned or novated from time to time in accordance with the Loan Documents; provided that if, under any sub-leasing arrangement with respect to an Owned Asset permitted by

SCHEDULE 12-C-17 the Lease of such Owned Asset and executed by the Lessee and a sub-lessee, the Lessor of such Owned Asset agrees to receive payments or collateral directly from, or is to make payments directly to, such sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant sub-lease shall constitute the “Lease” of such Owned Asset, and the sub-lessee shall constitute the related “Lessee” with respect to such Owned Asset, but only to the extent of the provisions of such sub-lease agreement relevant to such payments and collateral and to the extent agreed by the relevant Lessor. “Lease Payments” means all lease payments and other amounts payable by or on behalf of a Lessee under a Lease, and all rights of Grantor to receive moneys due and to become due under or pursuant to such Lease, including, without limitation, Rent Payments, Utilization Rents and Security Deposits. “Lessee” means the Lessee under a Lease. “Lessor” means the Lessor under a Lease. “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or security interest, including without limitation any prospective contract of sale or other prospective international interest. “Loan Documents” has the meaning specified in the Credit Agreement. “Loans” means any one of the loans issued pursuant to the Credit Agreement. “Obligor” means, with respect to a Grantor, each Lessee or any other Person obligated at any time to make any Lease Payments to such Grantor for any reason. “Person” means any natural person, firm, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any political subdivision thereof or any other legal entity, including public bodies. “Rent Payments” means all payments of basic rent under a Lease that are payable in respect of periods specified under such Lease. “Obligations” means, inter alia, all obligations owed to the Secured Parties by each Borrower Group Company and by each Obligor, as more particularly defined and described in the Security Agreement. “Owned Asset” means any “Owned Asset” as defined in the Credit Agreement, including, for the avoidance of doubt, the Asset. “Secured Party” has the meaning specified in the Security Agreement. “Security Agreement” has the meaning specified in the preliminary statements to this Agreement and is attached hereto as Schedule 2. SCHEDULE 12-C-18 “Security Deposits” means any cash deposits and other collateral provided by, or on behalf of, a Lessee to secure the obligations of such Lessee under a Lease. “Security Trustee” has the meaning specified in the recital of parties to this Agreement. “Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. “Utilization Rent” means any payment (including any use payment) under a Lease that is based on the usage of the Owned Asset subject to such Lease or which is based on, or in respect of which, the Lessor under a Lease may be obligated to reimburse the Lessee under such Lease for specified maintenance activities with respect to such Owned Asset. SCHEDULE 12-C-19 SCHEDULE 1 LEASE SECURITY ASSIGNMENT DESCRIPTION OF INITIAL LEASE SCHEDULE 12-C-20 SCHEDULE 2 LEASE SECURITY ASSIGNMENT SECURITY AGREEMENT (INTENTIONALLY OMITTED AS CONTAINING CONFIDENTIAL INFORMATION)

Execution Version 1 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of May 3, 2024 is made by WILLIS LEASE FINANCE CORPORATION, a Delaware corporation, having its registered agent’s office at 9 East Loockerman Street, Dover, Delaware 19901, as pledgor (the “Pledgor”) in favor of BANK OF UTAH, not in its individual capacity but solely as Security Trustee (together with its successors and assigns, the “Pledgee”). W I T N E S S E T H: WHEREAS, we refer to the Secured Credit Agreement, dated as of May 3, 2024 (as it may be modified, supplemented or amended from time to time, the “Credit Agreement”), among Willis Warehouse Facility LLC, as Borrower (the “Borrower”), the Pledgee as Security Trustee and Administrative Agent, Bank of America, N.A. as Facility Agent (the “Facility Agent”) and the lenders party thereto to which the Lenders have agreed to make certain Loans available to finance the acquisition or refinancing of the Assets; WHEREAS, the Pledgor owns 100% of the limited liability company interests, as described in Annex A hereto (the “Ownership Interests”) in the Borrower (the “Pledged Company”), established pursuant to the Amended and Restated Limited Liability Company Agreement of Willis Warehouse Facility LLC dated May 3, 2024 (the “LLC Agreement”); WHEREAS, the LLC Agreement provides that the Pledged Company shall be managed by managers, who shall have the authority to bind the Pledged Company and to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware (all of the rights, benefits, authority and powers of the member set forth in the LLC Agreement are referred to as the “Managerial Rights”); and WHEREAS, it is a condition precedent to the obligation of the Lenders to make the Loans under the Credit Agreement that the Pledgor shall have executed and delivered to the Pledgee this Pledge Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Pledgor hereby covenants and agrees with the Pledgee as follows: 1. Definitions. As used in this Pledge Agreement, the following terms have the meanings specified below. Capitalized terms used but not defined herein shall have the meaning given to such terms (whether by reference to another document or otherwise) in the Security Agreement. “Performance Obligations” means the obligation of the Borrower to comply with Sections 6.01 (solely as to maintenance of legal existence), 8.02, 8.03 (excluding Section 8.03(a)(ii) as to acquisitions), 8.11 and 8.13 of the Credit Agreement. “Pledged Collateral” shall collectively mean all of (a) the Ownership Interests in the Pledged Company and the certificates (if any) representing the Ownership Interests; (b) all Rights (as defined below); (c) all additional beneficial or other equity interests of the Pledged Company from time to time acquired by the Pledgor in any manner, the 2 certificates representing such additional interests and all Rights with respect thereto; (d) all the Pledgor’s right to participate in the management of the business and affairs of the Pledged Company or to otherwise control the Pledged Company and all of the Pledgor’s rights as a member of the Pledged Company; and (e) all proceeds of the foregoing. “Rights” shall mean and include (i) the right to be admitted as a member of the Pledged Company, including pursuant to Section 18 of the LLC Agreement, all rights and privileges of the Pledgor to act as an authority to bind the Pledged Company, including pursuant to Section 5 of the LLC Agreement, all rights and privileges of the Pledgor to revoke a delegation with or without cause of Officers (as defined in the LLC Agreement) then acting and designate new Officers (as defined in the LLC Agreement), including pursuant to Section 13 of the LLC Agreement and all right, title and interest of the Pledgor which presently exists or hereafter arises in, to and under the Managerial Rights, (ii) all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of the interests pledged hereunder and (iii) all other options or rights of any nature whatsoever which may be issued or granted by the Pledged Company and the books and records of the Pledged Company evidencing record ownership and registration of the interests pledged hereunder (“Books and Records”). 2. Security for the Loan, Etc. This Pledge Agreement is in favor of the Pledgee to secure all Obligations. 3. Pledge. As security for the payment and performance in full of the Obligations, the Pledgor hereby transfers, grants, conveys, mortgages, assigns, hypothecates, pledges, sets over, and delivers unto the Pledgee for the benefit of the Secured Parties, and grants to the Pledgee for the benefit of the Secured Parties a first priority lien, continuing security interest, charge and mortgage in, all of the Pledged Collateral. 4. Control. It is the intention of the parties to grant “control” of the Ownership Interests and the other Pledged Collateral to the Pledgee for purposes of perfection of the Pledgee’s security interest in such Pledged Collateral pursuant to Article 8 and Article 9 of the UCC. The Pledgee shall be entitled to exercise any and all rights of the Pledgor in respect of the Pledged Collateral in accordance with the terms hereof and of the Security Agreement, and the Pledged Company shall comply in all respects with such exercise without further consent from the Pledgor. 5. Voting Rights; Etc. (a) So long as no Event of Default has occurred and is continuing: (i) the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Ownership Interests, or any part thereof, for any purpose not inconsistent with the terms of this Pledge Agreement or the other Loan Documents; provided, however, (A) that the Pledgor shall not amend or approve any amendment to or modification, alteration or repeal of the certificate of incorporation, memorandum and articles of association or by-laws, membership agreement or any other organizational or constitutional documents, as the case may be, of the Pledged Company 3 without obtaining the prior written consent of the Pledgee, if and to the extent the Pledgee's consent therefor is required under the Credit Agreement; and (B) that the Pledgor shall not approve an increase in the authorized number of shares of stock or stated capital or share capital or membership interests, as the context requires, of the Pledged Company or the issuance of any additional shares of stock or share capital or membership interests, as the context requires, or the granting of any options or warrants without the prior written consent of the Pledgee, which consent shall not be unreasonably withheld or delayed, provided, that such interests shall be subject to the Lien of this Pledge Agreement; and (ii) the Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above. (b) At any time when an Event of Default has occurred and is continuing, and following receipt by the Pledgor of written notice from the Pledgee that than an Event of Default has occurred and is continuing and that the Pledgee intends to exercise any or all voting and consensual rights and powers with respect to the Pledged Collateral, all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5(a)(i) shall cease and all such rights shall thereupon become vested in the Pledgee, without further act who shall thereupon have the sole right to exercise such voting and other consensual rights and remedies. 6. Further Assurances. The Pledgor agrees that at any time and from time to time, the Pledgor will promptly execute and deliver all further instruments and documents and take all further action requested by the Pledgee that may be necessary in order to perfect and protect any security interest granted hereby or to enable the Pledgee to exercise or enforce its rights and remedies hereunder with respect to the Pledged Collateral, including, without limitation, the Ownership Interests. 7. Representations, Warranties and Covenants of the Pledgor. (a) The Pledgor represents and warrants to the Pledgee as of the date hereof that: (i) it is the sole owner of the Ownership Interests and such Ownership Interests are and at all times shall continue to be, free and clear of any Lien of any party, except for Permitted Encumbrances or as permitted under the Loan Documents or with the Pledgee’s prior written consent and the pledge and security interest created by this Pledge Agreement; (ii) it has full power, authority and legal right to pledge such Ownership Interests pursuant to this Pledge Agreement; (iii) this Pledge Agreement constitutes legal valid and binding obligations of the Pledgor, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; 4 (iv) the particulars of the Ownership Interests specified in Annex A hereto are accurate and such Ownership Interests described therein constitute the entire Ownership Interests of the Pledgor at the date hereof; (v) the Pledgor has not sold or agreed to sell and has not granted in favor of any other Person any interest in or any option or other rights in respect of any of the Ownership Interests except pursuant to arrangements which have been terminated or as expressly provided in the Loan Documents; (vi) the Pledgor has not taken any corporate action nor have any other steps been taken or legal proceedings been started or threatened against the Pledgor for its winding up, dissolution, liquidation, administration, examinership or reorganization or for the appointment of a receiver, administrator, administrative receiver, examiner, liquidator, trustee or similar officer of it or of any or all of its assets; (vii) on the date hereof, the Pledgor’s exact legal name and jurisdiction are specified in the introductory paragraph hereof and for purposes of the Uniform Commercial Code in effect in the State of New York, it confirms that it is located in the State of Delaware; and (viii) the Pledged Company has not opted into Article 8 of the UCC as in effect under the laws of the state of Delaware and the Ownership Interests are not a “security” within the meaning of Article 8 of the UCC as in effect under the laws of the state of Delaware. (b) The Pledgor covenants to the Pledgee that: (i) unless required by Applicable Law, it will not prior to the date which is one year and one day after the payment in full of all Obligations (other than contingent obligations for which no claim has been made), institute against, or join any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law; (ii) it will defend its title to the Pledged Collateral against the claims of any and all Persons; (iii) it will not cause or permit the Pledged Company to issue any further membership interests of any class or description or other securities in addition to or in substitution for the Ownership Interests; (iv) it will pledge hereunder, immediately upon its acquisition (direct or indirect) thereof, any additional membership interest of any class or description or other securities of the Pledged Company; (v) the Pledgor shall, on the date hereof, deliver to the Pledgee an executed interest transfer letter substantially in the form of Exhibit B attached hereto;

5 (vi) the Pledgor will not cause or permit the Pledged Company to issue a membership interest certificate nor any further membership interests of any class or description or other securities in addition to or in substitution for the Ownership Interest, nor will the Pledgor cause the Ownership Interests to become a “security” within the meaning of Article 8 of the UCC as in effect under the laws of the state of Delaware nor will the Pledgor cause or permit the Pledged Company to opt in to Article 8 of the UCC, unless, simultaneously therewith, the Pledgor has done all things required to grant “control” of the Ownership Interest and the other Pledged Collateral to the Pledgee for purposes of perfection of the Pledgee's security interests in such Pledged Collateral pursuant to Article 8 and Article 9 of the UCC; and (vii) the Pledgor will not permit or cause the Pledged Company to fail to comply with its Performance Obligations in accordance with the terms of the Loan Documents and will take such actions (if any) as are required for the Member of the Pledged Company to take in order for the Pledged Company to comply with its Performance Obligations in accordance with the terms of the Loan Documents. 8. Transfers and Other Liens. The Pledgor agrees that as long as the Loans have not been repaid in full, it will not (a) except as permitted under the Credit Agreement, sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral; or (b) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Pledged Collateral, except for any Permitted Encumbrance and the security interest under this Pledge Agreement or as permitted under the Loan Documents or with the Pledgee’s prior written consent. 9. Pledgee Appointed Attorney-in-Fact. The Pledgor hereby irrevocably and by way of security for the Obligations, appoints the Pledgee as the Pledgor’s attorney-in-fact (said power of attorney being coupled with an interest), with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise with full power of substitution, in the Pledgee’s discretion at any time when an Event of Default has occurred and is continuing, to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, to exercise or enforce any right or remedy available to the Pledgee hereunder or under any Applicable Law, including, without limitation, the right to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Ownership Interests or any part thereof, and to give full discharge for the same. Upon the request of the Pledgee, the Pledgor will provide documentation evidencing such power of attorney and such further powers of attorney on the same terms set forth above. 10. Reasonable Care. The Pledgee shall be deemed to have exercised reasonable care in the custody and preservation of the Ownership Interests if it has maintained possession thereof, if the Ownership Interests are accorded treatment substantially equal to that which the Pledgee accords its own property, it being understood that the Pledgee shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Ownership Interests, whether or not the Pledgee has or is deemed to have knowledge of such matters; or (b) taking any necessary steps to preserve rights against any parties with respect to any Ownership Interests. 6 11. Remedies Upon an Event of Default. At any time when an Event of Default has occurred and is continuing: (a) the Pledgee may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC and the Pledgee may also, without notice except as specified below, sell the Pledged Collateral or any part thereof, in one or more parcels, at public or private sale, at any exchange, broker’s board or at any of the Pledgee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Pledgee may deem commercially reasonable. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the sale price is paid by the purchaser or purchasers thereof, but the Pledgee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. The Pledgee agrees to give 15 Business Days’ written notice to the Pledgor and the Facility Agent of the time and place of any public sale, or the time after which any private sale is to be made, and the Pledgor agrees that such notice shall constitute reasonable notification. The Pledgee shall not be obligated to make any sale of Pledged Collateral, regardless of whether notice of sale shall have been given. The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. At any public sale made pursuant to this paragraph, the Pledgee may bid for or purchase the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Pledgee pursuant to the Credit Agreement and the other Loan Documents, including, without limitation, the Obligations, as a credit against the purchase price therefor; and the Pledgee may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor (provided, however, that nothing contained in this sentence shall limit the Pledgor’s right to bid for the Pledged Collateral in any public sale). As an alternative to exercising the power of sale herein conferred upon it, the Pledgee may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral pursuant to this Pledge Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver; (b) the Pledgee may hold the Ownership Interests and cause the same to be registered in the Books and Records in its name or in the name of its nominee, whereupon the Pledgee or such nominee shall enjoy all the rights and benefits attributable to the ownership thereof; (c) the Pledgee may vote all or any of the Ownership Interests, act by consent in lieu of a meeting, and give all consents, waivers and ratifications with respect thereto and otherwise act as though it were the outright owner thereof and the Pledgor hereby irrevocably constitutes and appoints the Pledgee (or its successor and assign) its proxy and attorney-in-fact, with full power of substitution to do so; (d) all payments received and amounts held or realized by the Pledgee pursuant to this Section, including any cash held by the Pledgee as Pledged Collateral and all cash proceeds received by the Pledgee in respect of any sale of, collection from, or other realization upon, all or 7 any part of the Pledged Collateral, shall be applied in accordance with the terms and provisions of Section 8 of the Security Agreement; and (e) to the maximum extent permitted by applicable law, each and every right, power and remedy herein specifically given to the Pledgee or otherwise in this Pledge Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity, by statute or by the Loan Documents, as applicable, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Pledgee, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Pledgee in the exercise of any right, remedy or power or in the pursuit of any remedy shall, to the extent permitted by applicable law, impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Pledgor or to be an acquiescence therein. 12. Amendments, Etc. No amendment or waiver of any provision of this Pledge Agreement, nor consent to any departure by the Pledgor from the terms of this Pledge Agreement, shall, in any event, be effective unless the same shall be agreed in writing by the Pledgor and the Pledgee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 13. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices or other communications provided or permitted to be made hereunder shall be made in accordance with Section 12.01 of the Credit Agreement. 14. Pledgor’s Obligations Absolute, Etc. Except as otherwise expressly provided herein or in any other Loan Documents the security hereby constituted shall be a continuing security for the payment, satisfaction and discharge of the Obligations and the obligations of the Pledgor under this Pledge Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any renewal, extension, amendment or modification of, or addition or supplement to or deletion from, the Credit Agreement or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such instrument or agreement or this Pledge Agreement or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of this Pledge Agreement or the Credit Agreement; (c) any furnishing of any additional security to the Pledgee or any acceptance thereof or any sale, exchange, release, surrender or realization or upon any security by the Pledgee; or (d) any invalidity, irregularity or unenforceability of all or part of the Obligations or of any security therefor. 15. Termination; Release. (a) Upon (or at any time after) payment in full of (x) the principal amount of the Loans outstanding under the Credit Agreement, and interest thereon, Break Funding Payments, and all other amounts due under all the Loans and (y) all Hedging Obligations and provided that 8 (A) there shall then be no other Obligations due to the Pledgee, the Facility Agent and any other Secured Party hereunder, under the Credit Agreement and under the other Loan Documents, (B) all Hedging Agreements shall have been terminated and (C) no Event of Default under Section 10.01(e) and/or Section 10.01(f) of the Credit Agreement shall have occurred and be continuing (unless the payment in full of the Loan, any interest thereon, Break Funding Payments and all other amounts due under the Loans and of the Hedging Obligations and the satisfaction of all other Obligations under the Credit Agreement and the other Loan Documents shall have been approved by the applicable bankruptcy or insolvency court, Irish law examiner, judicial manager (or similar official or court)), the Lien of this Pledge Agreement shall be automatically released and the Pledgor shall direct the Pledgee to promptly execute and deliver to or as directed in writing by the Pledgor an appropriate instrument prepared by the Pledgor and reasonably satisfactory to the Pledgee evidencing the release of the Pledged Collateral from the lien of this Pledge Agreement and the Pledgee shall execute and deliver such instrument as aforesaid; provided, that this Pledge Agreement shall earlier terminate and this Pledge Agreement shall be of no further force or effect upon any sale or other final disposition by the Pledgee of all property constituting part of the Pledged Collateral and the final distribution by the Pledgee of all monies or other property or proceeds constituting part of the Pledged Collateral in accordance with the terms hereof. (b) Except as aforesaid otherwise provided, this Pledge Agreement and the trusts created hereby shall continue in full force and effect in accordance with the terms hereof. 16. Governing Law; Jurisdiction; Waiver of Jury Trial; Etc. (a) This Pledge Agreement shall in all respects be governed by, and construed in accordance with, the law of the State of New York. (b) Each of the Pledgor and Pledgee hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Pledge Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the Pledgor and Pledgee hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Pledge Agreement brought in court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

9 (d) EACH OF THE PLEDGOR AND THE PLEDGEE HEREBY IRREVOCABLY WAIVES AS AGAINST THE OTHER PARTY HERETO ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY LEGAL PROCEEDING ARISING UNDER THIS PLEDGE AGREEMENT. 17. Miscellaneous. This Pledge Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that the Pledgor may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Pledgee, except as otherwise permitted under any Loan Documents. This Pledge Agreement may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. The headings of the several sections and subsections in this Pledge Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Pledge Agreement. This Pledge Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Pledge Agreement by signing any such counterpart. Transmission by facsimile of an executed counterpart of this Pledge Agreement shall be deemed to constitute due and sufficient delivery of such counterpart, to be followed thereafter by an original of such counterpart. Delivery of an executed counterpart signature page by e-mail (PDF) or facsimile shall be effective as delivery of a manually executed counterpart of this Pledge Agreement. 18. Rights Cumulative. The rights of the Pledgee hereunder shall be in addition to, and shall not be limited by, the rights of the Pledgee, the Facility Agent or any other party under any other Loan Documents. 19. Pledgee. (a) In acting hereunder, the Pledgee does so pursuant to its terms of appointment under the Credit Agreement and is entitled to the rights, protections, immunities and indemnities set out therein as if fully set forth herein. In the event of any conflict or inconsistency between the terms of this Pledge Agreement and of the Credit Agreement with respect to the rights, powers and obligations of the Pledgee, the terms of the Credit Agreement shall prevail. (b) It is expressly understood and agreed by the parties hereto that (a) this Pledge Agreement is executed and delivered by the Pledgee, not individually or personally but solely as the Security Trustee under the Credit Agreement, in the exercise of the powers and authority conferred and vested in it, (b) nothing herein contained shall be construed as creating any liability on the Pledgee, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the Pledgor and by any person claiming by, through or under such parties and (c) under no circumstances shall the Pledgee be personally liable for the payment of any indebtedness or expenses of or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Pledgor or the Pledgee under this Pledge Agreement. 20. Limited Recourse. Notwithstanding any other provisions of this Agreement, the Pledgor’s liability under this Agreement and the Pledgee’s recourse to the Pledgor under this 10 Agreement shall be limited solely to the Pledged Collateral, and the Pledgee agrees that the Pledgee shall not have recourse under this Agreement to any of the Pledgor’s other assets other than the Pledged Collateral and the Pledgee may not take any judicial or other separate proceeding or exercise any other right or remedy that they may have against the Pledgor or any of the Pledgor’s assets, other than recourse to the Pledged Collateral. The obligations of Pledgor under this Agreement are solely the corporate obligations of the Pledgor and no Person (including, without limitation, any Secured Party) shall have any recourse against any limited partner, general partner, manager, employee or officer of the Pledgor in respect of any obligation, covenant, indemnity, representation or agreement made or given by the Pledgor pursuant to this Agreement or any notice or document which the Pledgor is requested to deliver pursuant to the provisions of this Agreement. * * * 11 IN WITNESS WHEREOF, the Pledgor and the Pledgee have caused this Pledge Agreement to be executed and delivered by their duly authorized officers as of the date first above written. WILLIS LEASE FINANCE CORPORATION, as Pledgor By: /s/ Dean M. Poulakidas Name: Dean M. Poulakidas Title: Executive Vice President BANK OF UTAH, not in its individual capacity but solely as Security Trustee, as Pledgee By: /s/ Joseph H. Pugsley Name: Joseph H. Pugsley Title: Vice President 12 ANNEX A TO THE PLEDGE AGREEMENT OWNERSHIP INTERESTS Attached to and forming a part of that certain Pledge Agreement dated May 3, 2024 between Willis Lease Finance Corporation, as pledgor, and Bank of Utah., not in its individual capacity but solely as Security Trustee, as pledgee. 1. Name of Eligible Company: Willis Warehouse Facility LLC 2. Type of Organization: Limited Liability Company 3. Jurisdiction of Organization: Delaware 4. Nature of Ownership Interests: LLC membership interests 5. Ownership Interests subject to pledge: 100%

13 ANNEX B TO THE PLEDGE AGREEMENT FORM OF INTEREST TRANSFER LETTER ________________________ Ladies and Gentlemen: Reference is made to the Amended and Restated Limited Liability Company Agreement of Willis Warehouse Facility LLC dated May [__], 2024 (the “LLC Agreement”). Reference is also made to the Pledge Agreement, dated as of May [__], 2024, between Willis Lease Finance Corporation, as pledgor and Bank of Utah, not in its individual capacity but solely as Security Trustee (the “Pledge Agreement”). WILLIS LEASE FINANCE CORPORATION (the “Transferor”), for value received, does hereby transfer to __________________________ (the “Transferee”), its limited liability company interests standing in its name of Willis Warehouse Facility LLC, to hold the same unto the Transferee. This letter shall be governed by, and construed in accordance with, the laws of New York. [Signature Page Follows] 14 WILLIS LEASE FINANCE CORPORATION, as Transferor By: Name: Title:

This document contains proprietary informa on of Interna onal Aero Engines, LLC (“IAE LLC”). IAE LLC offers the informa on contained in this document on the condi on that you not disclose or reproduce the informa on to or for the benefit of any third party without IAE LLC’s wri en consent. Neither receipt nor possession of this document, from any source, cons tutes IAE LLC’s permission. Possessing, using, copying or disclosing this document to or for the benefit of any third party without IAE LLC’s wri en consent may result in criminal and/or civil liability. This document does not contain any export regulated technical data. NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[*]”. CONTRACT TO PURCHASE [*] SPARE ENGINES AND QEC KITS BETWEEN INTERNATIONAL AERO ENGINES, LLC AND WILLIS LEASE FINANCE CORPORATION, FOR ITSELF AND AS SERVICER DATED JUNE 19, 2024 IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 2 TABLE OF CONTENTS 1. DEFINITIONS ..................................................................................................................................... 3 2. SPARE ENGINE PURCHASE, PRICE AND PAYMENT ............................................................................ 4 3. ENGINE [*]........................................................................................................................................ 7 4. WARRANTIES, AND SERVICE POLICIES ............................................................................................. 7 5. RESERVED ......................................................................................................................................... 8 6. SALE AND PART OUT ........................................................................................................................ 8 7. EVENTS OF DEFAULT AND TERMINATION ........................................................................................ 9 8. COMPLIANCE WITH LAW, GOVERNING LAW AND FORUM ............................................................ 10 9. MISCELLANEOUS ............................................................................................................................ 13 LIST OF APPENDICES Error! Reference source not found. [*] Engine Model Specification Error! Reference source not found. Delivery Schedule and Pricing Error! Reference source not found. [*] Engine and Parts Service Policy Error! Reference source not found. Reserved Error! Reference source not found. QEC KIT Appendix 6 QEC Excluded Parts Appendix 7A Forms of Warranty Bill of Sale Appendix 7B Forms of Warranty Bill of Sale QEC Appendix 8 List of Permitted Affiliates IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 3 THIS CONTRACT is made this 19th day of June, 2024 (this “Contract”), BETWEEN INTERNATIONAL AERO ENGINES, LLC, a limited liability company organized and existing under the laws of Delaware, with a place of business located at 400 Main Street, East Hartford, Connecticut 06118, United States of America (hereinafter called “IAE LLC”); and WILLIS LEASE FINANCE CORPORATION, a corporation organized and existing under the laws of the State of Delaware, with a place of business located at 4700 Lyons Technology Parkway, Coconut Creek, Florida 33073, United States of America (for itself and in its capacity as Servicer on behalf of the Permitted Affiliates (as defined below), hereinafter called “Willis”). IAE LLC and Willis hereinafter are referred to individually as a “Party” and collectively as the “Parties”. WHEREAS: Willis desires to purchase from IAE LLC, and IAE LLC desires to sell to Willis, eleven (11) new [*] Spare Engines, and up to four (4) additional [*] Spare Engines, which will be operated by one or more lessees of IAE LLC to support such lessee’s [*] family aircraft powered by [*] engines; Willis desires to purchase from IAE LLC, and IAE LLC desires to sell to Willis, eleven (11) new QEC Kits, and up to four (4) additional new QEC Kits, for the subject Spare Engines; and The Parties hereby set out the terms on which Willis will purchase the Spare Engines and the QEC Kits from IAE LLC and IAE LLC will sell such Spare Engines and QEC Kits to Willis. NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS In this Contract, unless the context otherwise requires: 1.1 “Aircra ” means an [*] family aircra operated by a lessee of IAE LLC. 1.2 “Bill of Sale” means a bill of sale in the form a ached as Appendix 7 to this Contract. 1.3 “Cer fica on Authority” means the United States Federal Avia on Administra on or “FAA”. 1.4 “Delivery Date” means the date set forth in Error! Reference source not found. for each Spare Engine, subject to adjustment as set forth therein. IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 4 1.5 “Delivery Loca on” means [*]. 1.6 "Engine Bag” means a new IAE LLC-approved engine moisture and vapour proof storage bag. 1.7 “Engine Stand” means a new IAE LLC-approved engine transporta on stand. 1.8 “Parts” has the meaning set forth in the Service Policy. 1.9 “QEC Kit” means serviceable quick engine change kits bearing part number [*] (or equivalent) with the specifica ons iden fied in Appendix 5 to this Contract and which excludes the QEC Kit Excluded Parts. The QEC Kit does not include BFE parts and Nacelle parts. 1.10 “QEC Kit Excluded Parts” means the QEC Kit parts that do not form part of the Engine for the purposes of this Contract and that are listed in Appendix 6 to this Agreement. 1.11 “Permi ed Affiliates” means, collec vely, those par es set forth in Appendix 8 a ached hereto, or such other par es as consented to in wri ng by IAE LLC, such consent not to be unreasonably withheld or delayed; provided, however, that if (i) any such party at any me becomes subject to any event described in Sec ons 7.1.1a-7.1.1d, or (ii) IAE LLC is legally prohibited from doing business with such party, then such party shall cease to be a Permi ed Affiliate. 1.12 “Spare Engine” means, individually or collec vely as the context requires, IAE LLC [*] engines that are the subject of this Contract, described as Standard Equipment as specified in Appendix 1. Each Spare Engine will include a QEC Kit. 1.13 “Spare Engine Part” means any part in a Spare Engine that is manufactured and sold by IAE LLC and delivered new in a Spare Engine. 1.14 “Specifica on” means the IAE LLC Engine Specifica ons a ached as Error! Reference source not found.. 1.15 “Standard Equipment” means any item iden fied under the Standard Equipment sec on in the Specifica on. 2. SPARE ENGINE PURCHASE, PRICE AND PAYMENT 2.1 Spare Engines and QEC Kits purchase from IAE LLC 2.1.1 Subject to Willis’ payment of the Spare Engine Purchase Price, IAE LLC hereby agrees to sell to Willis, and Willis hereby agrees to purchase from IAE LLC, the Spare Engines to be delivered as per the schedule set forth in Appendix 2.

IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 5 2.1.2 Each Spare Engine delivery requires one (1) Spare Engine Bag and one (1) Spare Engine Stand. IAE LLC shall provide Willis with an Engine Bag and a Spare Engine Stand, to be delivered with each Spare Engine according to the schedule set forth in Error! Reference source not found.. 2.1.3 Subject to Willis’ payment of the Spare Engine Purchase Price pursuant to Sec on 2.2, IAE LLC hereby agrees to sell to Willis, and Willis hereby agrees to purchase from IAE LLC, the QEC Kits to be delivered pursuant to Error! Reference source not found.. 2.1.4 IAE LLC may elect to sell up to four (4) addi onal Spare Engines to Willis a er [*], and Willis shall purchase such Spare Engines a er such elec on by IAE LLC, subject to the terms of this Contract, provided that: (i) IAE LLC provides Willis with at least [*] no ce prior to the expected delivery date for such addi onal Spare Engine, and (ii) Willis receives such no ce(s) by no later than [*]. Unless otherwise agreed by the Par es, IAE LLC may elect to sell no more than [*] addi onal Spare Engines in any one calendar month. 2.2 The purchase price for each Spare Engines is the amount set forth in the table below (the “Purchase Price”). EXPRESSED IN JANUARY 2024 UNITED STATES DOLLARS ENGINE TYPE PURCHASE PRICE [*] [*] The Purchase Price includes the Engine Stand, Engine Bag and QEC Kit. 2.2.1 No fewer than [*] prior to each applicable date of Delivery of a Spare Engine, IAE LLC shall invoice and Willis shall pay the Spare Engine Purchase Price in the amount of [*] for each Spare Engine. Such payment shall be paid to and received by IAE LLC on the date that the applicable Spare Engine is available for delivery and subject to sa sfac on of all other requirements of this Contract. This payment must be received by IAE LLC prior to transfer of tle of the applicable Spare Engine. 2.2.2 [*] 2.2.3 All payments to IAE LLC shall be made by cash wire transfer to the following account unless otherwise instructed by IAE LLC in wri ng: IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 6 [*] 2.3 Delivery Title and Risk of Loss or Damage 2.3.1 On the Delivery Date for each Spare Engine, Engine Bag and Engine Stand, IAE LLC will transfer tle to Willis or its Permi ed Affiliate, to be evidenced by delivery of a Warranty Bill of Sale (either physically or electronically) in the form of Appendix 7 a ached hereto. Such tle transfer of the Spare Engine(s), Engine Bag and Engine Stand shall cons tute delivery (“Delivery”) of such Spare Engines to Willis. [*] For the avoidance of doubt, IAE LLC shall retain risk of loss of the Spare Engines throughout the Delivery. 2.3.2 IAE LLC will provide Willis with the Spare Engine serial number no later than [*] prior to the Delivery Date. 2.4 Condi ons Precedent for IAE Without prejudice to Article 7, IAE LLC’s obligation to deliver, or cause to be delivered, the Spare Engine(s), Engine Bag(s), and Engine Stand(s) and the QEC Kit(s) is subject to the nonexistence of the following events, the existence of which will excuse IAE LLC from delivering, or causing to be delivered, the Spare Engine(s), Engine Bag(s), or Engine Stand(s) or the QEC Kit(s) until such time as the event is cured (provided that such event is capable of being cured): 2.4.1 a con nuing event of default (taking into account any applicable grace period) by Willis in any payment due under this Contract (including any Appendix or amendments hereto); or 2.4.2 any event that is a Termina on Event (as defined below) or would cons tute a Termina on Event, but for lapse of me, has occurred and is con nuing. 2.5 Closing 2.5.1 Date of Closing. IAE LLC and Willis will use commercially reasonable efforts to cause the sale of each Spare Engine to occur on the scheduled Closing date. 2.5.2 Closing. For each Spare Engine, upon the sa sfac on or waiver, each as confirmed by Willis, of each of the condi ons precedent set forth in Sec on 2.4 with respect to such Spare Engine (other than receipt of the Bill of Sale), and upon the sa sfac on or waiver, each as confirmed by IAE LLC, of each of the condi ons precedent set forth in Sec on 2.4 with respect to such Spare Engine (other than receipt of the Acceptance Cer ficate), Willis will execute and deliver the Acceptance Cer ficate for the Spare Engine to IAE LLC in escrow and IAE LLC will execute and deliver the Bill of Sale for the Engine to Buyer in escrow. Upon IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 7 IAE LLC’s receipt of the Spare Engine’s Purchase Price (which confirma on will be given promptly upon receipt, and in no event later than the same Business Day), the Bill of Sale and the Acceptance Cer ficate for the Spare Engine will be automa cally released from escrow at such me (each, a “Closing”). 2.6 Documenta on, Inspec on and Acceptance 2.6.1 IAE LLC will ensure that the Spare Engines conform to the Specifica on through the maintenance of procedures, systems and records approved by the Cer fica on Authority, and that a duly signed FAA-issued Authorized Release Cer ficate (FAA Form 8130-3, Airworthiness Approval Tag) or Cer ficate of Conformity (as the case may be) is issued for such purposes. 2.6.2 The Spare Engines will be accompanied by all of its related documenta on on the Delivery Date. When Willis is set up as an IAE LLC customer, as soon as prac cable, (i) within [*] for a preliminary version and (ii) within [*] for the final version, in each case following Delivery, the VSL Report link within the IAE LLC customer portal will be uploaded with an electronic copy of all such documenta on. 2.6.3 If Willis refuses, is unable to accept, or otherwise hinders delivery, or if IAE LLC at Willis’ wri en request agrees to delay delivery of any Spare Engine, Willis will nevertheless pay to IAE LLC or cause IAE LLC to be paid as if, for the purposes of payment only, such undelivered Spare Engine had been Delivered on the Delivery Date. Willis will also pay to IAE LLC such reasonable sums as IAE LLC may require for storing, maintaining and insuring such undelivered Spare Engine from the Delivery Date un l the date that Willis takes delivery of such Spare Engine. 3. ENGINE [*] 3.1.1 [*] 3.1.2 [*] 3.1.3 [*] 3.1.4 [*] IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 8 4. WARRANTIES, AND SERVICE POLICIES 4.1 Warran es and Service Policies for the [*] Engine IAE LLC will provide Willis the benefits of the Warranties and Service Policies, which is attached as Error! Reference source not found., and LLP Life Assurance Plan (as previously provided) for the Spare Engines. 4.2 Warran es for the QEC Kits IAE LLC hereby warrants to Willis that, at the time of delivery of the QEC Kit, IAE LLC will transfer to Willis good, legal, and merchantable title to the QEC Kit, free and clear of any and all security interests, liens, claims, charges or other encumbrances. 4.3 Disclaimer of Addi onal Warran es for QEC Kits IAE LLC makes no warranty and disclaims all liability for goods, whether supplied by IAE LLC or not, that were not originally manufactured by or on behalf of IAE LLC, though IAE LLC will, make available to Willis the benefit of any warranty provided by such original manufacturer. 5. RESERVED 6. SALE AND PART OUT 6.1 Right of First Refusal With respect to each Spare Engine, for a period of [*] from the manufacture date of such Spare Engine, In the event Willis decides to transfer, sell, or otherwise dispose of any Spare Engine that is the subject of this Contract in an arm’s length transaction to an independent third party, Willis agrees to grant IAE LLC the right of first refusal to purchase such Spare Engine at the price and upon substantially the same payment terms offered by the third party. Upon receipt of any bona fide offer, Willis will notify IAE LLC in writing of the price and terms, and IAE LLC will respond to this notice within [*] after receipt thereof, indicating whether IAE LLC desires to exercise its rights hereunder. For purposes of this Section 6.1, a sale to an independent third party shall not include a sale by Willis to (i) [*]; provided, however, any such sale agreement with (i) or (ii) will grant IAE LLC the right of first to refusal to purchase such Spare Engine, consistent with the terms of this Section 6.1, in the event the Spare Engine is subsequently offered to be sold in an arm’s length transaction to an independent third party. 6.2 Covenant Against Spare Engine Part-Out Willis further agrees that the Spare Engines are for the sole purpose of supporting Willis’ engine leasing business through the loan or lease of such Spare Engines to Willis’

IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 9 customers and that Willis (a) will not disassemble any such Spare Engine into parts to be used or sold separately, and (b) will ensure that any agreement with its customers will prohibit the disassembly of such Spare Engine into parts to be used or sold separately and will include IAE LLC as a third party beneficiary of such prohibition. This Section 6.2 applies with respect to each Spare Engine, for a period of [*] from the manufacture date of such Spare Engine. Willis’s failure to comply with this Article 6 is a material breach of this Contract. 7. EVENTS OF DEFAULT AND TERMINATION 7.1 Termina on Events 7.1.1 Each of the following cons tutes a “Termina on Event” under this Contract: a. Willis commences any case, proceeding or ac on with respect to it or its property in any jurisdic on rela ng to bankruptcy, insolvency, reorganiza on, dissolu on, liquida on, winding-up, or otherwise rela ng relief from or readjustment of any of its debts or obliga ons (excluding refinancing of its debt facili es); or b. Willis seeks the appointment of a receiver, trustee, custodian or other similar official for it or for all or substan ally all of its assets, or makes a general assignment for the benefit of its creditors; or c. Willis otherwise becomes subject to any case, proceeding or ac on of the type referred to in Sec ons 7.1.1a or 7.1.1b that is not stayed, dismissed or discharged within [*] of the filing thereof; or d. An ac on is commenced against Willis seeking issuance of a warrant of a achment, execu on, distraint or similar process against all or substan ally all of its assets that is not stayed, dismissed or discharged within [*] of the filing thereof; or e. Willis’s failure to pay when due any amount owed hereunder within [*] following such due date; or f. Willis’s breach of Sec on 7.1 or Sec on 8.1, or a material breach of any other provision hereunder. 7.1.2 This Contract will automa cally terminate upon the occurrence of any Termina on Event specified in Sec ons 7.1.1a through 7.1.1d above, upon which me all amounts then outstanding hereunder and which Willis is obligated to pay hereunder will become immediately due and payable to IAE LLC, in addi on IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 10 to any and all other remedies available to IAE LLC under applicable law. Upon the occurrence of any other Termina on Event, IAE LLC may, at its op on, exercise any and all remedies available to it under applicable law, including, without limita on, the right by wri en no ce, effec ve immediately, to unilaterally terminate this Contract, upon which me all amounts then outstanding hereunder and which Willis is obligated to pay hereunder will become immediately due and payable to IAE LLC. In the event of any Termina on Event, all payments previously made by Willis hereunder are non- refundable. 7.2 Effect of Termina on Upon the expiration or termination of this Contract, all rights and obligations of the Parties, including without limitation IAE LLC’s obligation to deliver goods not yet delivered, will terminate. Notwithstanding the foregoing, any liabilities and obligations (including payment obligations and the Warranties) that have accrued and have not been previously paid, executed or discharged prior to expiration or termination will survive. 8. COMPLIANCE WITH LAW, GOVERNING LAW AND FORUM 8.1 Compliance with Export/Import Laws and Regula ons 8.1.1 The Par es agree to comply with any and all applicable export, import, sanc ons and U.S. an -boyco laws, regula ons, orders and authoriza ons that apply to their respec ve ac vi es and obliga ons set forth in this Contract (collec vely “Export Laws”), including but not limited to the Interna onal Traffic in Arms Regula ons (22 CFR 120-130) (“ITAR”), the Export Administra on Regula ons (15 CFR 730 et seq.) (“EAR”) and any regula ons and orders administered by the Treasury Department's Office of Foreign Assets Control Regula ons (31 CFR Chapter V). Nothing in this Contract shall be construed as requiring a Party to perform an obliga on that is noncompliant with any Export Laws. Furthermore, any Party that receives any technology, commodity, technical data, so ware, goods and services (including products derived from or based on such technical data) informa on or any other item subject to any applicable Export Laws, shall adhere to and comply with those laws, regula ons, orders and authoriza ons. 8.1.2 The Par es shall use best efforts to apply for, obtain, comply with and maintain all export, re-export, and transfer authoriza ons, including approvals, consents, licenses, agreements, registra ons and other authoriza ons (collec vely “Export Licenses”) that are required or may be required to perform the ac vi es and obliga ons set forth in this Agreement. No ITAR regulated items, technical data, or defense services will be provided without obtaining the proper authoriza on IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 11 or Export Licenses. Upon IAE LLC’s request, Willis shall, without delay, provide any informa on and documenta on requested by IAE LLC in support of its Export Licenses applica ons or compliance ac vi es, including import cer ficates and end-user statements. 8.1.3 Prior to the transfer of any U.S. origin technical data, item or document, controlled by the EAR or ITAR, the transferring Party shall provide to the receiving Party the Export Control Classifica on Number (ECCN) or the ITAR category of such technical data and shall clearly indicate such on the technical data, item or document. 8.1.4 The Par es to this Contract shall not knowingly or unknowingly divert or cause to be diverted, any commodi es, technical data, so ware, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any (i) person, (ii) en ty, (iii) country or (iv) any en ty located or incorporated in a country, that is on any denied party list or list of sanc oned countries, pursuant to either the Export Laws or any other applicable governing regula ons. 8.1.5 If ITAR or EAR controlled technical data or items are transferred to a U.S. en ty, then that en ty must only allow access to that technical data or items by the following personnel: (i) U.S. ci zens, or (ii) U.S. permanent resident alien, or (iii) who have U.S. protected individual status as defined by 8 USC 1324b(a)(3), or (iv) who are working under a valid U.S. export authoriza on. Upon request of the transferring Party, the receiving Party shall provide appropriate documenta on evidencing the aforemen oned requirements. 8.1.6 The Par es shall not export, re-export, transfer, disclose or otherwise provide physical or electronic access to technical data controlled under the Export Laws to any person (including unauthorized third-party informa on technology (“IT”) service providers) not authorized to receive said technical data under exis ng Export Laws and/or Export Licenses. 8.1.7 Neither Party shall modify or divert the other Party’s commodi es, technical data, so ware, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any military applica on, unless (i) such Party receives advance, wri en authoriza on from the other Party and (ii) such modifica on or diversion is done in compliance with all applicable Export Laws. Neither Party shall modify or divert the other Party’s commodi es, technical data, so ware, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any military applica on or other end-use prohibited by applicable Export Laws. IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 12 8.1.8 Willis represents that it is aware that all sales and distribu on of IAE LLC’s Products, which include all tangible items and related so ware, technology or services (together “Products and Services”), may cons tute an export, re-export, or retransfer of such Products and Services. Willis cer fies that such sales and distribu on will be conducted in accordance with applicable Export Laws, which may require prior approval and/or prohibit transac ons with sanc oned countries/regions or designated par es/en es/individuals. Willis shall not sell, transfer, export, or re-export the Products and Services, or provide any warranty, repair, replacement, or guarantee services for end-use in Cuba, Iran, North Korea, Russia, and/or Syria. 8.1.9 The United States (“U.S.”) restricts the export, re-export, or transfer of certain U.S. controlled items under the U.S. Department Commerce Control List to military end-users and for certain military end-uses in countries iden fied in 15 C.F.R. § 744.21 of the U.S. EAR, as amended from me to me. Addi onally, the United States maintains an embargo, comprehensive sanc ons or strict export controls for certain countries and regions that would likewise require a license for the export, re-export or transfer of certain items; including those countries and regions iden fied in country groups E:1 and E:2 of 15 C.F.R. Part 740 Supplement 1 of the EAR and as of the execu on date of this Contract are Cuba, Iran, North Korea, Syria as well as those countries or regions iden fied in 15 C.F.R. §§ 746.6 or 746.8 of the EAR, the whole as amended from me to me. Notwithstanding any other provision in this Contract, Willis shall no fy IAE LLC of any actual or proposed export, re-export, or transfer to (i) a known military end-user or for a known military end-use of the Engines or Products and Services by any country for which military end-use or military end-user restric ons apply, as detailed in 15 C.F.R. § 744.21 of the EAR, as amended from me to me; and/or (ii) Cuba, Iran, North Korea, Syria or any country or region iden fied in country groups E:1 and E:2 of 15 C.F.R. Part 740 Supplement 1 of the EAR or 15 C.F.R. §§ 746.6 or 746.8 of the EAR, as amended from me to me. Such no fica on shall be done in accordance with the No ces sec on of this Contract. Consistent with the requirement to abide by all applicable Export Laws, and for the avoidance of doubt, IAE LLC shall not be obligated to deliver, to support, or to perform in any way if it is determined by IAE LLC that (i) such delivery, support, or performance would be inconsistent with applicable Export Laws, including those referenced above; or (ii) the Engine or any Products and Services

IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 13 have been or will be used for an end use or by an end user described in this Sec on 7.1.9. 8.2 Governing Law and Forum 8.2.1 This Contract is governed by and construed and enforced in accordance with the substan ve laws of the State of New York, United States of America, without regard to principles of conflicts of law. The United Na ons Conven on of Contracts for the Interna onal Sale of Goods shall not apply. 8.2.2 [*] 8.2.3 [*] 8.2.4 Each Party will comply with all applicable United States of America laws, rules and regula ons in exercising its rights and performing its obliga ons hereunder. 8.2.5 The Par es agree that all controversies, disputes, claims, differences or ma ers that arise from this Contract and any arbitra on that arise thereof are subject to the provisions set forth in Sec on 9.4. 9. MISCELLANEOUS 9.1 Delay in Delivery 9.1.1 If IAE LLC is hindered or prevented from performing any obliga on hereunder, including but not limited to delivering any Spare Engine or QEC Kit by its Delivery Date by reason of: a. any cause beyond the reasonable control of IAE LLC, or b. fires, industrial disputes or introduc on of essen al modifica ons ((a) and (b) together, “Force Majeure”); the Delivery Date will be extended by a period equal to the period for which delivery was so hindered or prevented, and IAE LLC will have no liability whatsoever in respect of such delay. Notwithstanding the foregoing, If IAE LLC is hindered or prevented, or if IAE LLC determines that it will be hindered or prevented, from Delivering any Spare Engine or QEC Kit to Willis due to Force Majeure for a period longer than the earlier to occur of (a) [*] after the Delivery Date set forth in Error! Reference source not found., both Parties shall meet to discuss in good faith an extension of the applicable Delivery Date or another amendment to this Contract. If the Parties do not agree on such extension or amendment, then Willis shall be entitled to terminate its obligation to purchase the Spare Engine(s) or QEC Kit(s) affected by such Force Majeure Delay, with immediate effect and without judicial recourse, by giving IAE LLC a written notice IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 14 of its intention to do so, without liability resulting from such Force Majeure Delay for either Party. 9.1.2 If, by reason of any of the causes set forth in Sec on 9.1.1 above, IAE LLC is hindered or prevented from delivering any goods (including any Spare Engines or the QEC Kits) to purchasers (including Willis), then IAE LLC shall have the right to allocate, in good faith and in its own discre on, such goods as they become available among all such purchasers and IAE LLC shall have no liability whatsoever to Willis for any delay in delivery resul ng from such alloca on. The Delivery Date will be extended by a period equal to the period of delay resul ng from such alloca on by IAE LLC. 9.1.3 If IAE LLC is hindered or prevented from Delivering any Spare Engine or QEC Kit to Willis due to a reason other than Force Majeure for a period longer than of [*] a er the Delivery Date set forth in Error! Reference source not found., both Par es shall meet to discuss in good faith an extension of the applicable Delivery Date or another amendment to this Contract. If the Par es do not agree on such extension or amendment, then Willis shall be en tled to terminate its obliga on, at its op on, to purchase either (i) the Spare Engine(s) or QEC Kit(s) affected by such Inexcusable Delay, or (ii) any undelivered Spare Engine(s) or QEC Kit(s) remaining under the Contract, with immediate effect and without judicial recourse, by giving IAE LLC a wri en no ce of its inten on to do so, without liability resul ng from such Inexcusable Delay for either Party. 9.2 Patents 9.2.1 Subject to the condi ons set forth in this Sec on 9.2 and as the sole liability of IAE LLC in respect of any claims for infringement of intellectual property rights, IAE LLC will indemnify Willis against any claims alleging that the use of the Spare Engines by Willis within any country subject to Ar cle 27 of the Conven on on Interna onal Civil Avia on of 7th December 1944 (The Chicago Conven on) at the date of such claim infringes any patent, design, or model duly granted or registered. Notwithstanding the foregoing, IAE LLC will not incur any liability to Willis for any consequen al damages or any loss of use of any Spare Engine or of the Aircra on which a Spare Engine is installed arising directly or indirectly as a result of such claim. 9.2.2 Willis will promptly give IAE LLC wri en no ce of any infringement claim whereupon IAE LLC will have the right in its sole discre on to assume the defense of, or dispose or se le such claim at its own expense. Willis will assist IAE LLC in all reasonable respects in connec on with IAE LLC’s defense, disposi on or se lement of such claim. Willis will not perform any act or IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 15 omission that may directly or indirectly prejudice IAE LLC in connec on with the ma ers set forth in this Sec on 9.2. 9.2.3 IAE LLC may, at its discre on, provide a substan ally equivalent non-infringing Spare Engine of equal or greater value in subs tu on for any alleged infringing Spare Engine. 9.2.4 Sec on 9.2.1 will not apply to claims for infringement in respect of (i) any good manufactured to the specific design instruc ons of Willis; (ii) any good not designed, manufactured or supplied by IAE LLC (IAE LLC will in the event of any claim for infringement assign to Willis the benefits of any indemnity given to IAE LLC by the designer, manufacturer or supplier of such good to the extent IAE LLC has the right to do so); (iii) the manner or method in which any Spare Engine is installed on an Aircra ; or (iv) any combina on of a Spare Engine with any other item or items other than an Aircra . 9.3 Right of Setoff IAE LLC reserves its right to set off any credits issued to Willis under the Spare Engine Warranties against any of Willis‘s outstanding payment obligations to IAE LLC under this Contract or any other agreement solely between IAE LLC and Willis. 9.4 Non-Disclosure and Non-Use 9.4.1 Subject to Sec on 9.4.3 below, Willis agrees to not disclose to any third party (other than the Permi ed Affiliates in connec on with the poten al or actual assignment of this Contract, together with Willis’s or such Permi ed Affiliates’ employees, directors, officers, financiers and professional advisers, provided that each such person or en ty has a need to know and further provided that each such person or en ty is bound by non-disclosure requirements at least as restric ve as those contained herein) any Informa on that it acquires directly or indirectly from IAE LLC and agrees not to use the same other than for the purpose for which it was disclosed, or to the extent permi ed under Sec on 9.4.5, without the wri en approval of IAE LLC. For purposes of this Sec on 9.4, “Informa on” includes but is not limited to all oral or wri en informa on, know- how, data, reports, drawings and specifica ons, and all provisions of this Contract. 9.4.2 Willis is responsible for the observance of the provisions of Sec on 9.4.1 above by its employees, professional advisers, and any par es to which Willis discloses Informa on in accordance herewith. IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 16 9.4.3 Sec on 9.4.1 above does not apply to informa on that is or becomes generally known in the aero engine industry nor prevent disclosure of Informa on solely to the extent necessary for Willis to lease, sell or maintain the Spare Engine (i.e. Spare Engine records). 9.4.4 Willis will obtain and maintain at all mes all required authoriza ons, including without limita on all export licenses, import licenses, exchange permits and any other governmental authoriza ons required in connec on with the transac ons contemplated under this Contract. Willis will restrict disclosure of any and all Informa on in obtaining such licenses, permits, or authoriza ons. Willis will ship, deliver or otherwise convey, as applicable, the Spare Engines and Informa on only to those des na ons permi ed under such licenses, permits, or authoriza ons. 9.4.5 If Willis is required to disclose any Informa on through a valid governmental, judicial or regulatory agency order, including any applicable stock exchange rules, Willis will: (i) provide IAE LLC with prompt wri en no ce of such requirement, together with a full and complete copy of such governmental, judicial or regulatory agency order, so that IAE LLC may seek a protec ve order or any other remedy, or waive compliance with the terms of this Contract to the extent necessary to allow Willis to comply with such governmental, judicial or regulatory agency order; and (ii) take all available ac ons to resist or narrow the required disclosure to only such Informa on as is specifically required to respond to such order, and to maintain the confiden ality of all such other undisclosed Informa on to the fullest extent permi ed by law. If Willis is required to disclose this Contract as a “material defini ve agreement” under Securi es and Exchange Commission (“SEC”) regula ons, the Par es agree as follows, in each case, to the extent permi ed by such regula ons and any determina on of the SEC: (i) in its 8-K filing, Willis will not disclose the Spare Engine models that are the subject of this Contract and will only disclose the extended list price of all of the Spare Engines, and (ii) with respect to the 10-Q filing that will a ach this Contract, Willis will allow IAE LLC to provide, and will consider, its determina on of what por ons of the Contract can be redacted and filed separately with the SEC provided that such determina on is provided in a mely manner. 9.5 Taxes 9.5.1 [*] 9.5.2 [*]

IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 17 9.5.3 [*] 9.6 Amendment This Contract may be amended only by written agreement by the Parties. 9.7 Assignment Willis may not assign this Contract or any of its obligations hereunder, whether in whole or part, without the prior written consent of IAE LLC. Notwithstanding the foregoing, Willis may, upon prior written notice to IAE LLC, assign this Contract or any of its obligations hereunder, whether in whole or part, to any Permitted Affiliate(s), without the prior written consent of IAE LLC. IAE LLC may, without recourse, assign this Contract or any of its rights and/or delegate any of its obligations hereunder (a) to any subsidiary or affiliate of IAE LLC or United Technologies Corporation, or (b) in connection with any merger, consolidation, reorganization, or voluntary sale or transfer of its assets; provided that such assignee and/or delegate is: (i) solvent at the time of such transfer; and (ii) to the extent required by law, authorized by the applicable regulatory authorities to perform or procure the performance of all obligations being delegated and/or assigned. Any assignment made in violation of this Section 9.7 will be null and void. 9.8 Severability and Invalidity If any provision of this Contract or the application thereof to either Party is or becomes invalid, illegal or unenforceable to any extent, the remainder of this Contract and the application thereof will not be affected and will be enforceable to the fullest extent permitted by law. 9.9 Appendices In the event of any unresolved conflict or discrepancy between the Appendices (which are hereby expressly made a part of this Contract) and the terms contained within the body of this Contract, the terms contained within the body of this Contract will control. 9.10 Headings The Article or Section headings and the Table of Contents are for informational purposes only, do not form a part of this Contract, and shall not govern or affect the interpretation of this Contract. IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 18 9.11 No ces Except as expressly agreed in this Contract, all notices hereunder will be in English and sent by certified mail or recognized international carrier to: In the case of IAE LLC: International Aero Engines, LLC 400 Main Street Mail Stop [*] East Hartford, Connecticut 06118 United States of America Attention: Chief Legal Officer Email: [*] In the case of Willis: Willis Lease Finance Corporation 60 East Sir Francis Drake Blvd., Suite 209 Larkspur, California 94939 Attention: General Counsel Email: [*] or in each case to such other address as may be notified from time to time by either Party in accordance with this Section 9.11. 9.12 Exclusion of Other Provisions and Previous Understandings 9.12.1 This Contract (including all Appendices) expresses the complete and exclusive agreement of the Par es rela ng to the subject ma er hereof and applies to the exclusion of all other provisions on or a ached to or otherwise forming part of any order form of Willis, or any acknowledgment or acceptance by IAE LLC, or of any other document rela ng to the subject ma er hereof. 9.12.2 Neither Party has relied on any representa ons, agreements, statements or understandings made prior to the execu on of this Contract, whether orally or in wri ng, rela ng to the subject ma er hereof, other than those expressly incorporated in this Contract. This Contract represents the en re agreement between the Par es rela ng to the subject ma er hereof and supersedes all prior representa ons, agreements, statements and understandings. IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 19 9.13 No Construc on Against Dra er This Contract has been the subject of negotiation between the Parties. If an ambiguity or question of intent arises with respect to any provision herein, this Contract will be construed as if drafted jointly by IAE LLC and Willis and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Contract. 9.14 Technical Training IAE LLC will credit Willis’s account with the IAE-designated customer training center in East Har ord, Connec cut (“CTC”), at no charge, an amount equal to [*] of technical training for each Spare Engine Delivered (the “Training Credits”). The Training Credits may be used towards any [*] related training courses detailed in CTC’s training catalog. As used herein, “Student-Days” equals the number of students mul plied by the number of class days. All training credits provided under this Sec on 9.14 must be taken within [*] a er delivery of the last Spare Engine. Addi onally, any remaining training credits related to the previous purchase of [*] engines can also be used for [*] related training at Willis’ op on. 9.15 Interna onal Registry IAE LLC acknowledges and agrees that it will cooperate with Willis in order to register the Warranty Bill of Sale for each Spare Engine delivered under this Contract as a Contract of Sale on the International Registry within forty-eight (48) hours following the transfer of title of each Spare Engine. 9.16 Acceptance, Execu on and Enforceability This Contract is available for the Parties’ consideration until [*]. If the foregoing is acceptable to Willis, please indicate such acceptance by having an authorized official of Willis sign in the designated space below and return via email to [*]. After acceptance by IAE LLC, IAE LLC will return an electronic copy of the fully executed Contract to Willis, with one (1) fully executed duplicate original to Willis’ address listed in Section 9.11. The Parties agree that facsimile, electronic, or PDF signatures will be deemed to be of the same force and effect as documents signed with a wet ink signature. 9.16 The price allocable hereunder to any goods or services alleged to be the cause of any loss or damage to Willis will be the total ceiling limit on the liability of IAE LLC, its majority member, and their respective subsidiaries or affiliates, whether founded in statute, contract, tort (including negligence), or strict liability, or any other theory, arising out of or resulting from: (a) this Contract or the performance hereunder or breach hereof; or (b) the design, manufacture, delivery, sale, furnishing, replacement, or use of any goods or maintenance services sold by IAE LLC. In no event will IAE LLC, its majority member, IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 20 and their respective subsidiaries or affiliates, have any liability for any indirect, incidental, special, consequential, or punitive damages. [*] This Contract may be executed in one or more counterparts, each of which will be considered an original but all of which together constitute one and the same instrument. Upon mutual execution, this document will become an enforceable contract. IN WITNESS WHEREOF, the Parties have caused this Contract to be duly executed as of the date first entered above and deem that it is executed in the State of Connecticut. INTERNATIONAL AERO ENGINES, LLC By: /s/ Erin L. McGarry Name: Erin L. McGarry Title: Sr. Director, Global Leasing and Cargo WILLIS LEASE FINANCE CORPORATION, FOR ITSELF AND AS SERVICER By: /s/ Austin C. Willis Name: Austin C. Willis Title: Chief Executive Officer

Exhibit 31.1

CERTIFICATIONS

I, Austin C. Willis, certify that:

1. I have reviewed this report on Form 10-Q of Willis Lease Finance Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	August 2, 2024	/s/ Austin C. Willis
		Austin C. Willis
		Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Scott B. Flaherty, certify that:

1. I have reviewed this report on Form 10-Q of Willis Lease Finance Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	August 2, 2024	/s/ Scott B. Flaherty
		Scott B. Flaherty
		Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in his or her capacity as an officer of Willis Lease Finance Corporation (the “Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his or her knowledge:

•the Quarterly Report of the Company on Form 10-Q for the period ended June 30, 2024 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

•the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.


Dated: August 2, 2024

/s/ Austin C. Willis
Austin C. Willis
Chief Executive Officer


/s/ Scott B. Flaherty
Scott B. Flaherty
Chief Financial Officer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Jul. 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-15369
Entity Registrant Name	WILLIS LEASE FINANCE CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	68-0070656
Entity Address, Address Line One	4700 Lyons Technology Parkway
Entity Address, City or Town	Coconut Creek
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33073
City Area Code	561
Local Phone Number	349-9989
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	WLFC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		6,575,511
Entity Central Index Key	0001018164
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

ASSETS

Cash and cash equivalents

$ 5,044

$ 7,071

Restricted cash

142,869

160,958

Equipment held for operating lease, less accumulated depreciation of $604,522 and $594,293 at June 30, 2024 and December 31, 2023, respectively

2,317,903

2,112,837

Maintenance rights

25,469

9,180

Equipment held for sale

8,058

805

Receivables, net of allowances of $2,210 and $2,311 at June 30, 2024 and December 31, 2023, respectively

54,095

58,485

Spare parts inventory

81,913

40,954

Investments

63,765

58,044

Intangible assets, net

5,428

1,040

Notes receivable, net of allowances of $128 and $69 at June 30, 2024 and December 31, 2023, respectively

115,488

92,621

Investments in sales-type leases, net of allowances of $6 and $9 at June 30, 2024 and December 31, 2023, respectively

6,179

8,759

Other assets

59,477

64,430

Total assets

^[1]

2,921,656

2,652,344

Liabilities:

Accounts payable and accrued expenses

89,161

52,937

Deferred income taxes

169,933

147,779

Debt obligations

1,946,761

1,802,881

Maintenance reserves

104,724

92,497

Security deposits

28,936

23,790

Unearned revenue

39,735

43,533

Total liabilities

^[2]

2,379,250

2,163,417

Redeemable preferred stock ($0.01 par value, 2,500 shares authorized; 2,500 shares issued at June 30, 2024 and December 31, 2023, respectively)

49,988

49,964

Shareholders’ equity:

Common stock ($0.01 par value, 20,000 shares authorized; 7,139 and 6,849 shares issued at June 30, 2024 and December 31, 2023, respectively)

Paid-in capital in excess of par

31,683

29,667

Retained earnings

452,263

397,781

Accumulated other comprehensive income, net of income tax expense of $2,394 and $3,276 at June 30, 2024 and December 31, 2023, respectively

8,401

11,447

Total shareholders’ equity

492,418

438,963

Total liabilities, redeemable preferred stock and shareholders’ equity

2,921,656

2,652,344

Property, Equipment, and Furnishings

ASSETS

Property, equipment & furnishings, less accumulated depreciation of $20,755 and $19,374 at June 30, 2024 and December 31, 2023, respectively

$ 35,968

$ 37,160

[1]

Total assets at June 30, 2024 and December 31, 2023, include the following assets of variable interest entities (“VIEs”) that can only be used to settle the liabilities of the VIEs: Restricted cash $142,869 and $160,958; Equipment $1,663,580 and $1,518,050; Maintenance Rights $6,814 and $7,806; Notes receivable $89,307 and $91,960; Investments in sales-type leases $1,641 and $3,564; and Other assets $11,339 and $13,339 (each respectively).

[2]

Total liabilities at June 30, 2024 and December 31, 2023, include the following liabilities of VIEs for which the VIEs’ creditors do not have recourse to Willis Lease Finance Corporation: Debt obligations $1,475,971 and $1,411,680, respectively.

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accumulated depreciation for equipment held for operating lease	$ 604,522	$ 594,293
Receivables, allowances	2,210	2,311
Notes receivable, net of allowances of $128 and $69 at June 30, 2024 and December 31, 2023, respectively	128	69
Investments in sales-type leases, allowance	$ 6	$ 9
Redeemable preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Redeemable preferred stock, shares authorized (in shares)	2,500,000	2,500,000
Redeemable preferred stock, shares issued (in shares)	2,500,000	2,500,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	7,139,000	6,849,000
Accumulated other comprehensive income, income tax expense	$ 2,394	$ 3,276
Restricted cash	142,869	160,958
Equipment	2,317,903	2,112,837
Maintenance rights	25,469	9,180
Notes receivable	115,488	92,621
Investments in sales-type leases, net of allowances of $6 and $9 at June 30, 2024 and December 31, 2023, respectively	6,179	8,759
Other assets	59,477	64,430
Debt obligations	1,946,761	1,802,881
Variable Interest Entity
Restricted cash	142,869	160,958
Equipment	1,663,580	1,518,050
Maintenance rights	6,814	7,806
Notes receivable	89,307	91,960
Investments in sales-type leases, net of allowances of $6 and $9 at June 30, 2024 and December 31, 2023, respectively	1,641	3,564
Other assets	11,339	13,339
Debt obligations	1,475,971	1,411,680
Property, Equipment, and Furnishings
Accumulated depreciation	$ 20,755	$ 19,374

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
REVENUE
Interest revenue	$ 2,284	$ 2,258	$ 4,553	$ 4,304
Gain on sale of leased equipment	14,428	4,461	23,629	4,328
Total revenue	151,120	108,996	270,203	198,531
EXPENSES
Depreciation and amortization expense	22,167	22,494	44,653	45,043
Cost of spare parts and equipment sales	5,437	3,058	8,142	7,557
Cost of maintenance services	5,671	4,843	11,245	8,770
Write-down of equipment	0	1,671	261	1,671
General and administrative	34,687	31,727	64,268	59,558
Technical expense	4,518	6,676	12,773	11,018
Net finance costs:
Interest expense	24,562	19,085	47,565	37,474
Total net finance costs	24,562	19,085	47,565	37,474
Total expenses	97,042	89,554	188,907	171,091
Income from operations	54,078	19,442	81,296	27,440
Income (loss) from joint ventures	3,825	(474)	6,499	(1,635)
Income before income taxes	57,903	18,968	87,795	25,805
Income tax expense	15,317	5,152	24,340	7,595
Net income	42,586	13,816	63,455	18,210
Preferred stock dividends	910	811	1,810	1,612
Accretion of preferred stock issuance costs	12	21	24	42
Net income attributable to common shareholders	$ 41,664	$ 12,984	$ 61,621	$ 16,556
Basic weighted average income per common share (in dollars per share)	$ 6.34	$ 2.04	$ 9.51	$ 2.65
Diluted weighted average income per common share (in dollars per share)	$ 6.21	$ 2.02	$ 9.22	$ 2.57
Basic weighted average common shares outstanding (in shares)	6,570	6,354	6,479	6,239
Diluted weighted average common shares outstanding (in shares)	6,714	6,442	6,687	6,449
Lease rent revenue
REVENUE
Lease rent and maintenance reserve revenue	$ 55,866	$ 54,416	$ 108,747	$ 107,636
Maintenance reserve revenue
REVENUE
Lease rent and maintenance reserve revenue	62,897	35,415	106,767	58,913
Spare parts and equipment sales
REVENUE
Other sales and revenue	6,186	4,550	9,474	9,602
Maintenance Services
REVENUE
Other sales and revenue	6,781	5,849	12,008	10,508
Other revenue
REVENUE
Other sales and revenue	$ 2,678	$ 2,047	$ 5,025	$ 3,240

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 42,586	$ 13,816	$ 63,455	$ 18,210
Other comprehensive income:
Currency translation adjustment	(214)	(797)	(558)	(695)
Unrealized (loss) gain on derivative instruments	(2,380)	645	(3,396)	(6,020)
Unrealized (loss) gain on derivative instruments at joint venture	(145)	90	(220)	(143)
Net loss recognized in other comprehensive income	(2,739)	(62)	(4,174)	(6,858)
Tax benefit related to items of other comprehensive income	(614)	(14)	(936)	(1,509)
Other comprehensive loss	(2,125)	(48)	(3,238)	(5,349)
Total comprehensive income	$ 40,461	$ 13,768	$ 60,217	$ 12,861

Condensed Consolidated Statements of Redeemable Preferred Stock and Shareholders' Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Paid in Capital in Excess of Par	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Income	Redeemable Preferred Stock
Beginning balance (in shares) at Dec. 31, 2022								2,500,000
Beginning balance at Dec. 31, 2022								$ 49,889
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of preferred stock issuance costs	$ 42				$ 42			$ (42)
Ending balances (in shares) at Jun. 30, 2023								2,500,000
Ending balances at Jun. 30, 2023								$ 49,931
Beginning balance (in shares) at Dec. 31, 2022			6,615,000
Beginning balance at Dec. 31, 2022	404,688	$ (84)	$ 66	$ 20,386	357,493	$ (84)	$ 26,743
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	18,210				18,210
Net unrealized loss from currency translation adjustment, net of tax benefit	(541)						(541)
Net unrealized (loss) gain from derivative instruments, net of tax benefit (expense)	(4,808)						(4,808)
Shares issued under stock compensation plans (in shares)			332,000
Shares issued under stock compensation plans	177		$ 3	174
Cancellation of restricted stock in satisfaction of withholding tax (in shares)			(102,000)
Cancellation of restricted stock in satisfaction of withholding tax	(5,620)		$ (1)	(5,619)
Stock-based compensation expense, net of forfeitures	6,799			6,799
Accretion of preferred shares issuance costs	(42)				(42)			$ 42
Preferred stock dividends	(1,612)				(1,612)
Ending balances (in shares) at Jun. 30, 2023			6,845,000
Ending balances at Jun. 30, 2023	417,167		$ 68	21,740	373,965		21,394
Beginning balance (in shares) at Mar. 31, 2023								2,500,000
Beginning balance at Mar. 31, 2023								$ 49,910
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of preferred stock issuance costs	21				21			$ (21)
Ending balances (in shares) at Jun. 30, 2023								2,500,000
Ending balances at Jun. 30, 2023								$ 49,931
Beginning balance (in shares) at Mar. 31, 2023			6,619,000
Beginning balance at Mar. 31, 2023	405,989		$ 66	23,500	360,981		21,442
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	13,816				13,816
Net unrealized loss from currency translation adjustment, net of tax benefit	(622)						(622)
Net unrealized (loss) gain from derivative instruments, net of tax benefit (expense)	574						574
Shares issued under stock compensation plans (in shares)			326,000
Shares issued under stock compensation plans	0		$ 3	(3)
Cancellation of restricted stock in satisfaction of withholding tax (in shares)			(100,000)
Cancellation of restricted stock in satisfaction of withholding tax	(5,620)		$ (1)	(5,619)
Stock-based compensation expense, net of forfeitures	3,862			3,862
Accretion of preferred shares issuance costs	(21)				(21)			$ 21
Preferred stock dividends	(811)				(811)
Ending balances (in shares) at Jun. 30, 2023			6,845,000
Ending balances at Jun. 30, 2023	$ 417,167		$ 68	21,740	373,965		21,394
Beginning balance (in shares) at Dec. 31, 2023	2,500,000							2,500,000
Beginning balance at Dec. 31, 2023	$ 49,964							$ 49,964
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of preferred stock issuance costs	$ 24				24			$ (24)
Ending balances (in shares) at Jun. 30, 2024	2,500,000							2,500,000
Ending balances at Jun. 30, 2024	$ 49,988							$ 49,988
Beginning balance (in shares) at Dec. 31, 2023	6,849,000		6,849,000
Beginning balance at Dec. 31, 2023	$ 438,963		$ 68	29,667	397,781		11,447
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	63,455
Net unrealized loss from currency translation adjustment, net of tax benefit	(433)						(433)
Net unrealized (loss) gain from derivative instruments, net of tax benefit (expense)	(2,613)						(2,613)
Shares issued under stock compensation plans (in shares)			290,000
Shares issued under stock compensation plans	176		$ 3	173
Cancellation of restricted stock in satisfaction of withholding tax	(6,119)			(6,119)
Stock-based compensation expense, net of forfeitures	7,962			7,962
Accretion of preferred shares issuance costs	(24)				(24)			$ 24
Common stock cash dividends paid	(7,139)				(7,139)
Preferred stock dividends	$ (1,810)				(1,810)
Ending balances (in shares) at Jun. 30, 2024	7,139,000		7,139,000
Ending balances at Jun. 30, 2024	$ 492,418		$ 71	31,683	452,263		8,401
Beginning balance (in shares) at Mar. 31, 2024								2,500,000
Beginning balance at Mar. 31, 2024								$ 49,976
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion of preferred stock issuance costs	$ 12				12			$ (12)
Ending balances (in shares) at Jun. 30, 2024	2,500,000							2,500,000
Ending balances at Jun. 30, 2024	$ 49,988							$ 49,988
Beginning balance (in shares) at Mar. 31, 2024			6,859,000
Beginning balance at Mar. 31, 2024	461,797		$ 69	33,657	417,738		10,333
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	42,586				42,586
Net unrealized loss from currency translation adjustment, net of tax benefit	(166)						(166)
Net unrealized (loss) gain from derivative instruments, net of tax benefit (expense)	(1,766)						(1,766)
Shares issued under stock compensation plans	(2)		$ 2	(4)
Shares issued under stock compensation plans (in shares)			280,000
Cancellation of restricted stock in satisfaction of withholding tax (in shares)			0
Cancellation of restricted stock in satisfaction of withholding tax	(6,119)			(6,119)
Stock-based compensation expense, net of forfeitures	4,149			4,149
Accretion of preferred shares issuance costs	(12)				(12)			$ 12
Common stock cash dividends paid	(7,139)				(7,139)
Preferred stock dividends	$ (910)				(910)
Ending balances (in shares) at Jun. 30, 2024	7,139,000		7,139,000
Ending balances at Jun. 30, 2024	$ 492,418		$ 71	$ 31,683	$ 452,263		$ 8,401

Condensed Consolidated Statements of Redeemable Preferred Stock and Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]
Net unrealized (loss) gain from currency translation adjustments, tax benefit	$ 48	$ 175	$ 125	$ 154
Net unrealized gain (loss) from derivative instruments, tax expense (benefit)	$ 566	$ 161	$ 811	$ 1,355
Cash dividends paid (in dollars per share)	$ 1.00		$ 1.00
Preferred stock dividends (in dollars per share)	$ 0.36	$ 0.32	$ 0.72	$ 0.64

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income	$ 63,455	$ 18,210
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	44,653	45,043
Payments received on sales-type leases	27,453	608
Gain on sale of leased equipment	(23,629)	(4,328)
Stock-based compensation expense	7,962	6,799
(Income) loss from joint ventures	(6,499)	1,635
Accretion of deferred costs and note discounts	4,925	2,724
Amortization of contract asset	258	0
Write-down of equipment	261	1,671
Allowances and provisions	(45)	296
Gain on insurance proceeds	(73)	(761)
Deferred income taxes	23,090	6,876
Changes in assets and liabilities:
Receivables	4,491	(10,608)
Inventory	(40,734)	(2,925)
Other assets	649	(3,428)
Accounts payable and accrued expenses	8,831	6,613
Maintenance reserves	13,157	15,219
Security deposits	5,146	2,038
Unearned revenue	(3,698)	12,805
Net cash provided by operating activities	129,653	98,487
Cash flows from investing activities:
Purchase of equipment held for operating lease and for sale	(321,577)	(111,447)
Proceeds from sale of equipment (net of selling expenses)	69,967	23,434
Issuance of notes receivable	(26,699)	(15,397)
Payments received on notes receivable	3,773	1,717
Purchase of property, equipment and furnishings	(1,707)	(3,540)
Insurance proceeds received on property, equipment and furnishings	1,235	0
Insurance proceeds received on equipment	0	2,189
Net cash used in investing activities	(275,008)	(103,044)
Cash flows from financing activities:
Proceeds from debt obligations	357,229	109,000
Principal payments on debt obligations	(211,331)	(131,383)
Common stock cash dividends paid	(7,139)	0
Cancellation of restricted stock units in satisfaction of withholding tax	(6,119)	(5,620)
Debt issuance costs	(5,757)	0
Preferred stock dividends	(1,820)	(1,621)
Proceeds from shares issued under stock compensation plans	176	177
Net cash provided by (used in) financing activities	125,239	(29,447)
Decrease in cash, cash equivalents and restricted cash	(20,116)	(34,004)
Cash, cash equivalents and restricted cash at beginning of period	168,029	89,016
Cash, cash equivalents and restricted cash at end of period	147,913	55,012
Net cash paid for:
Interest	47,160	47,221
Income Taxes	5,779	316
Supplemental disclosures of non-cash activities:
Transfers from Equipment held for operating lease to Investments in sales-type leases	24,870	0
Transfers from Equipment held for operating lease to Equipment held for sale	12,874	1,746
Transfers from Equipment held for operating lease to Spare parts inventory	225	261
Accretion of preferred stock issuance costs	$ 24	$ 42

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies The significant accounting policies of the Company were described in Note 1 to the Audited Consolidated Financial Statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). There have been no significant changes in the Company’s significant accounting policies for the six months ended June 30, 2024. (a) Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), consistent in all material respects with those applied in the 2023 Form 10-K, for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the 2023 Form 10-K. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the Condensed Consolidated Balance Sheets, Statements of Income, Statements of Comprehensive Income, Statements of Redeemable Preferred Stock and Shareholders’ Equity, and Statements of Cash Flows for such interim periods presented. Operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. Certain reclassifications have been made to the prior year presentation to conform to the current year presentation. These reclassifications had no effect on the reported total revenue, income from operations, or net income. The following is a summary of the changes to the presentation in the Condensed Consolidated Statements of Income for the six months ended June 30, 2023: •Maintenance services revenues predominately represent fleet management, engine and aircraft storage and repair services, and revenue related to management of fixed base operator services. In prior years, these revenues were included in Other revenue. For the three months ended June 30, 2023, the reclassification resulted in an increase of $5.8 million in Maintenance services revenues and a decrease of $5.8 million in Other revenue. For the six months ended June 30, 2023, the reclassification resulted in an increase of $10.5 million in Maintenance services revenues and a decrease of $10.5 million in Other revenue. •Cost of maintenance services predominately represent the costs of fleet management, engine and aircraft storage and repair services, and the management of fixed base operator services. In prior years, these expenses were predominately included in General and administrative expense. For the three months ended June 30, 2023, the reclassification resulted in a net increase of $4.8 million in Cost of maintenance services, a decrease of $6.6 million in General and administrative expense, and a net increase in Technical expense of $1.8 million. For the six months ended June 30, 2023, the reclassification resulted in a net increase of $8.8 million in Cost of maintenance services, a decrease of $12.1 million in General and administrative expense, and a net increase in Technical expense of $3.3 million. In accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. These estimates and judgments are based on historical experience and other assumptions that management believes are reasonable and take into account the economic implications of the current high interest rate and inflationary environment on the Company’s critical and significant accounting estimates. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The significant estimates made in the accompanying Unaudited Condensed Consolidated Financial Statements include certain assumptions related to intangible assets, long-lived assets, equipment held for sale, allowances for doubtful accounts and credit losses, inventory, deferred in-substance fixed payment use fees included in Unearned revenue on the Condensed Consolidated Balance Sheets, and estimated income taxes. Actual results may differ materially from these estimates under different assumptions or conditions. Given the uncertainty in the current high interest rate and inflationary environment, the Company will continue to evaluate the nature and extent of the impact to its business, results of operations and financial condition. (b) Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries, including variable interest entities (“VIEs”), where the Company is the primary beneficiary in accordance with consolidation guidance. The Company first evaluates all entities in which it has an economic interest to determine whether for accounting purposes the entity is either a VIE or a voting interest entity. If the entity is a VIE, the Company consolidates the financial statements of that entity if it is the primary beneficiary of such entity’s activities. If the entity is a voting interest entity, the Company consolidates the financial statements of that entity when it has a majority of voting interests in such entity. Intercompany transactions and balances have been eliminated in consolidation. (c) Risks and Uncertainties Given the uncertainty in the rapidly changing market and economic conditions related to the current high interest rate and inflationary environment, we will continue to evaluate the nature and extent of the impact on the Company’s business and financial position. The ultimate extent of the effects of the current high interest rate and inflationary environment on the Company will depend on future developments, and such effects could exist for an extended period of time. (d) Recent Accounting Pronouncements Recent Accounting Pronouncements To Be Adopted by the Company In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement.” The amendments in this ASU apply to the formation of a joint venture, and under this ASU, a joint venture formation is the creation of a new reporting entity that would trigger a new basis of accounting. This ASU requires net assets contributed to the joint venture in a formation transaction to be measured at fair value at the formation date. The amendments in this ASU are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025, with early adoption permitted. Joint ventures formed on or after the effective date of ASU 2023-05 will be required to apply the new guidance prospectively. Joint ventures formed before the ASU’s effective date are permitted to apply the new guidance (1) retrospectively if they have “sufficient information” to do so or (2) prospectively if financial statements have not yet been issued (or made available for issuance). The Company expects to adopt this accounting standard update effective January 1, 2025 and is currently evaluating the potential effects on the consolidated financial statements. In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”), the purpose of which is to update and simplify disclosure requirements. The effective dates of the ASU will depend, in part, on whether an entity is already subject to the current disclosure requirements of the SEC. For such entities and those that must “file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer,” the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years after the date of such removal. Entities must apply the amended content to financial statements issued after the ASU’s effective date. For each of the Codification subtopics that the Company is already subject to, the Company expects to adopt the accounting standard update on each of the removal dates of the related disclosure requirements. The Company is currently evaluating the potential effects on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” Under the ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted. The Company expects to adopt this accounting standard update for the year ended December 31, 2025 and is currently evaluating the potential effects on the consolidated financial statements.

Equipment Held for Operating Lease and Notes Receivable

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Equipment Held for Operating Lease and Notes Receivable

The following table disaggregates equipment held for operating lease by asset class (in thousands):


	June 30, 2024						December 31, 2023
	Gross Value		Accumulated Depreciation		Net Book Value		Gross Value		Accumulated Depreciation		Net Book Value
Engines and related equipment	$	2,763,631	$	(591,694)	$	2,171,937	$	2,535,148	$	(569,596)	$	1,965,552
Aircraft and airframes	144,427		(9,112)		135,315		157,616		(21,409)		136,207
Marine vessel	14,367		(3,716)		10,651		14,366		(3,288)		11,078
	$	2,922,425	$	(604,522)	$	2,317,903	$	2,707,130	$	(594,293)	$	2,112,837

Notes Receivable and Investments in Sales-Type Leases

Investments

6 Months Ended

Jun. 30, 2024

Investments [Abstract]

Investments


As of June 30, 2024	WMES		CASC Willis		Total
	(in thousands)
Investment in joint ventures as of December 31, 2023	$	40,047	$	17,997	$	58,044
Earnings from joint ventures	6,386		113		6,499

Foreign currency translation adjustment	—		(558)		(558)
Other comprehensive loss from joint ventures	(220)		—		(220)
Investment in joint ventures as of June 30, 2024	$	46,213	$	17,552	$	63,765

Unaudited summarized financial information for 100% of WMES is presented in the following tables:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
Revenue	$	22,223	$	10,972	$	41,149	$	21,850
Expenses	14,751		11,387		28,512		22,552
WMES net income (loss)	$	7,472	$	(415)	$	12,637	$	(702)


	June 30, 2024		December 31, 2023
	(in thousands)
Total assets	$	310,149	$	236,732
Total liabilities	211,384		150,604
Total WMES net equity	$	98,765	$	86,128

Debt Obligations

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt Obligations

Debt obligations consisted of the following:


	June 30, 2024		December 31, 2023
	(in thousands)
Credit facility at a floating rate of interest of one-month term Secured Overnight Financing Rate (“SOFR”) plus 3.10%, secured by engines, airframes, and loan assets. The facility has a committed amount of $500.0 million at June 30, 2024, which revolves until the maturity date of June 2025.	$	412,155	$	353,000
WEST VII Series A 2023 term notes payable at a fixed rate of interest of 8.00%, maturing in October 2048, secured by engines, airframes, and loan assets	390,682		406,894
WEST VI Series A 2021 term notes payable at a fixed rate of interest of 3.10%, maturing in May 2046, secured by engines, airframes, and loan assets	248,147		252,986
WEST VI Series B 2021 term notes payable at a fixed rate of interest of 5.44%, maturing in May 2046, secured by engines, airframes, and loan assets	34,469		35,142
WEST VI Series C 2021 term notes payable at a fixed rate of interest of 7.39%, maturing in May 2046, secured by engines, airframes, and loan assets	11,186		12,361
WEST V Series A 2020 term notes payable at a fixed rate of interest of 3.23%, maturing in March 2045, secured by engines	233,041		240,371
WEST V Series B 2020 term notes payable at a fixed rate of interest of 4.21%, maturing in March 2045, secured by engines	32,464		33,485
WEST V Series C 2020 term notes payable at a fixed rate of interest of 6.66%, maturing in March 2045, secured by engines	9,399		10,695
WEST IV Series A 2018 term notes payable at a fixed rate of interest of 4.75%, maturing in September 2043, secured by engines	206,002		212,157
WEST IV Series B 2018 term notes payable at a fixed rate of interest of 5.44%, maturing in September 2043, secured by engines	28,181		29,024
WEST III Series A 2017 term notes payable at a fixed rate of interest of 4.69%, maturing in August 2042, secured by engines	168,276		175,705
WEST III Series B 2017 term notes payable at a fixed rate of interest of 6.36%, maturing in August 2042, secured by engines	22,594		23,592
Willis Warehouse Facility LLC (“WWFL”) credit facility at a floating rate of interest of one-month term SOFR, plus 2.25%, maturing in May 2029, secured by engines, airframes, and loan assets	115,160		—
Note payable at a fixed rate of interest of 5.00%, maturing in February 2033, secured by an engine	20,914		—
Note payable at a fixed rate of interest of 4.59%, maturing in November 2032, secured by an engine	22,355		22,610
Note payable at a fixed rate of interest of 4.23%, maturing in June 2032, secured by an engine	17,757		17,802
Note payable at a fixed rate of interest of 3.18%, maturing in July 2024, secured by an aircraft	175		1,235
	1,972,957		1,827,059
Less: unamortized debt issuance costs and note discounts	(26,196)		(24,178)
Total debt obligations	$	1,946,761	$	1,802,881

Principal outstanding at June 30, 2024 is expected to be repayable as follows:


Year	(in thousands)
2024	$	36,005
2025	483,844
2026	270,922
2027	193,331
2028	239,289
Thereafter	749,566
Total	$	1,972,957

Derivative Instruments

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Effect of Derivative Instruments on Earnings in the Condensed Consolidated Statements of Income and Comprehensive Income

The following table provides additional information about the financial statement effects related to the cash flow hedges for the three and six months ended June 30, 2024 and 2023:


Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
Interest rate contracts	$	(2,380)	$	645	$	(3,396)	$	(6,020)
Total	$	(2,380)	$	645	$	(3,396)	$	(6,020)

Counterparty Credit Risk

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income tax expense for the three and six months ended June 30, 2024 was $15.3 million and $24.3 million, respectively. The effective tax rate for the three and six months ended June 30, 2024 was 26.5% and 27.7%, respectively. Income tax expense for the three and six months ended June 30, 2023 was $5.2 million and $7.6 million, respectively. The effective tax rate for the three and six months ended June 30, 2023 was 27.2% and 29.4%, respectively. The Company’s effective tax rates differed from the U.S. federal statutory rate of 21.0% primarily due to executive compensation exceeding $1.0 million as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Company records tax expense or benefit for unusual or infrequent items discretely in the period in which they occur. The Company’s tax rate is subject to change based on changes in the mix of assets leased to domestic and foreign lessees, the proportion of revenue generated within and outside of California, the amount of executive compensation exceeding $1.0 million as defined in Section 162(m) of the Code, and numerous other factors, including changes in tax law.

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

Assets Measured and Recorded at Fair Value on a Recurring Basis and a Nonrecurring Basis


	Total Losses
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
Equipment held for lease	$	—	$	1,621	$	261	$	1,621
Equipment held for sale	—		50		—		50
Total	$	—	$	1,671	$	261	$	1,671

Write-downs of equipment to their estimated fair values totaled $0.3 million for the six months ended June 30, 2024, reflecting the adjustment of the carrying value of one airframe.

Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share (in thousands, except per share data):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net income attributable to common shareholders	$	41,664	$	12,984	$	61,621	$	16,556

Basic weighted average common shares outstanding	6,570		6,354		6,479		6,239
Potentially dilutive common shares	144		88		208		210
Diluted weighted average common shares outstanding	6,714		6,442		6,687		6,449

Basic weighted average income per common share	$	6.34	$	2.04	$	9.51	$	2.65
Diluted weighted average income per common share	$	6.21	$	2.02	$	9.22	$	2.57

Equity	6 Months Ended
Equity	Jun. 30, 2024
Stockholders' Equity Note [Abstract]
Equity	Equity Common Stock Repurchase In October 2022, the Board of Directors approved the renewal of the existing common stock repurchase plan which allows for repurchases of up to $60.0 million of the Company’s common stock, extending the plan through December 31, 2024. Repurchased shares are immediately retired. No shares were repurchased during the six months ended June 30, 2024 and 2023. Redeemable Preferred Stock Dividends: The Company’s Series A-1 Preferred Stock accrued quarterly dividends at the rate per annum of 6.5% per share through October 15, 2023 and accrue at the rate per annum of 8.5% per share thereafter. The Series A-2 Preferred Stock accrue quarterly dividends at the rate per annum of 6.5% per share. During each of the six months ended June 30, 2024 and 2023, the Company paid total dividends of $1.8 million and $1.6 million, respectively, on the Series A-1 and Series A-2 Preferred Stock. Redemption: The Preferred Stock has no stated maturity date, however the holders of the Preferred Stock have the option to require the Company to redeem all or any portion of the Preferred Stock for cash upon occurrence of any significant changes in operating results, ownership structure, or liquidity events as defined in the Preferred Stock purchase agreements. The redemption price is $20.00 per share plus dividends accrued but not paid. The Company is accreting the Preferred Stock to redemption value over the period from the date of issuance to the date first callable by the Preferred Stockholders (September 2024 for both of the Series A-1 Preferred Stock and Series A-2 Preferred Stock, as a result of the First Amendment to Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock dated as of September 26, 2023), such that the carrying amounts of the securities will equal the redemption amounts at the earliest redemption dates.

Stock-Based Compensation Plans

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Stock-Based Compensation Plans

The components of stock-based compensation expense were as follows:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
2023 Incentive Stock Plan	$	4,139	$	3,824	$	7,938	$	6,714
Employee Stock Purchase Plan	10		38		24		85
Total Stock Compensation Expense	$	4,149	$	3,862	$	7,962	$	6,799

The following table summarizes the restricted stock activity during the six months ended June 30, 2024:


			Shares
Balance of unvested shares as of December 31, 2023			465,856
Shares granted			410,180
Shares forfeited			(916)
Shares vested			(308,983)
Balance of unvested shares as of June 30, 2024			566,137

Reportable Segments

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Reportable Segments

The following tables present a summary of the reportable segments (in thousands):


Three months ended June 30, 2024	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	55,866	$	—	$	—	$	55,866
Maintenance reserve revenue	62,897		—		—		62,897
Spare parts and equipment sales	209		5,977		—		6,186
Interest revenue	2,284		—		—		2,284
Gain on sale of leased equipment	14,428		—		—		14,428
Maintenance services revenue	6,781		—		—		6,781
Other revenue	2,598		139		(59)		2,678
Total revenue	145,063		6,116		(59)		151,120

Expenses:
Depreciation and amortization expense	22,148		19		—		22,167
Cost of spare parts and equipment sales	21		5,416		—		5,437
Cost of maintenance services	5,671		—		—		5,671
General and administrative	34,035		652		—		34,687
Technical expense	4,518		—		—		4,518
Net finance costs:							—
Interest expense	24,562		—		—		24,562

Total finance costs	24,562		—		—		24,562
Total expenses	90,955		6,087		—		97,042
Income from operations	$	54,108	$	29	$	(59)	$	54,078


Three months ended June 30, 2023	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	54,416	$	—	$	—	$	54,416
Maintenance reserve revenue	35,415		—		—		35,415
Spare parts and equipment sales	254		4,296		—		4,550
Interest revenue	2,258		—		—		2,258
Gain on sale of leased equipment	4,461		—		—		4,461
Maintenance services revenue	5,849		—		—		5,849
Other revenue	1,888		228		(69)		2,047
Total revenue	104,541		4,524		(69)		108,996

Expenses:
Depreciation and amortization expense	22,472		22		—		22,494
Cost of spare parts and equipment sales	43		3,015		—		3,058
Cost of maintenance services	4,843		—		—		4,843
Write-down of equipment	1,671		—		—		1,671
General and administrative	30,706		1,021		—		31,727
Technical expense	6,676		—		—		6,676
Net finance costs:
Interest expense	19,085		—		—		19,085

Total finance costs	19,085		—		—		19,085
Total expenses	85,496		4,058		—		89,554
Income from operations	$	19,045	$	466	$	(69)	$	19,442


Six months ended June 30, 2024	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	108,747	$	—	$	—	$	108,747
Maintenance reserve revenue	106,767		—		—		106,767
Spare parts and equipment sales	293		9,181		—		9,474
Interest revenue	4,553		—		—		4,553
Gain on sale of leased equipment	23,629		—		—		23,629

Maintenance services revenue	12,008		—		—		12,008
Other revenue	4,742		380		(97)		5,025
Total revenue	260,739		9,561		(97)		270,203

Expenses:
Depreciation and amortization expense	44,616		37		—		44,653
Cost of spare parts and equipment sales	30		8,112		—		8,142
Cost of maintenance services	11,245		—		—		11,245
Write-down of equipment	261		—		—		261
General and administrative	62,221		2,047		—		64,268
Technical expense	12,773		—		—		12,773
Net finance costs:
Interest expense	47,565		—		—		47,565

Total finance costs	47,565		—		—		47,565
Total expenses	178,711		10,196		—		188,907
Income (loss) from operations	$	82,028	$	(635)	$	(97)	$	81,296


Six months ended June 30, 2023	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	107,636	$	—	$	—	$	107,636
Maintenance reserve revenue	58,913		—		—		58,913
Spare parts and equipment sales	309		9,293		—		9,602
Interest revenue	4,304		—		—		4,304
Gain on sale of leased equipment	4,328		—		—		4,328

Maintenance services revenue	10,508		—		—		10,508
Other revenue	3,017		326		(103)		3,240
Total revenue	189,015		9,619		(103)		198,531

Expenses:
Depreciation and amortization expense	44,989		54		—		45,043
Cost of spare parts and equipment sales	51		7,506		—		7,557
Cost of maintenance services	8,770		—		—		8,770
Write-down of equipment	1,671		—		—		1,671
General and administrative	57,496		2,062		—		59,558
Technical expense	11,018		—		—		11,018
Net finance costs:
Interest expense	37,474		—		—		37,474
Total finance costs	37,474		—		—		37,474
Total expenses	161,469		9,622		—		171,091
Income (loss) from operations	$	27,546	$	(3)	$	(103)	$	27,440


	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Total assets as of June 30, 2024	$	2,836,303	$	85,353	$	—	$	2,921,656
Total assets as of December 31, 2023	$	2,602,907	$	49,437	$	—	$	2,652,344

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Joint Ventures “Other revenue” on the Condensed Consolidated Statements of Income includes management fees earned of $1.3 million and $0.6 million during the three months ended June 30, 2024 and 2023, and $2.7 million and $1.1 million during the six months ended June 30, 2024 and 2023, respectively, related to the servicing of engines for the WMES lease portfolio. During the six months ended June 30, 2024, the Company sold three engines to WMES for $44.7 million, which resulted in a net gain of $12.0 million for the Company. During the six months ended June 30, 2023, WMES sold one engine to the Company for $22.3 million, and the Company sold one engine to WMES for $15.5 million, which resulted in a net gain of $2.8 million for the Company. Other During the six months ended June 30, 2024, the Company paid approximately $66 thousand expense to Mikchalk Lake, LLC, an entity in which our Executive Chairman retains an ownership interest. These expenses were for lodging and other business-related services and were approved by the Board’s Independent Directors.

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On July 29, 2024, the Willis Lease Finance Corporation Board of Directors declared the Company’s first regular quarterly dividend of $0.25 per share of common stock outstanding. The dividend is expected to be paid on August 21, 2024, to shareholders of record at the close of business on August 12, 2024.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net income	$ 42,586	$ 13,816	$ 63,455	$ 18,210

Insider Trading Arrangements

3 Months Ended

6 Months Ended

Jun. 30, 2024

Trading Arrangements, by Individual

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Brian Hole [Member]

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Name & Title

Date Adopted

Character of Trading Arrangement (1)

Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement

Duration (2)

Other Material Items

Date Terminated

Brian Hole, President

March 27, 2024

Rule 10b5-1 Trading Arrangement

Up to 13,258 shares to be sold (3)

June 27, 2025 (4)

N/A

(3) Brian Hole’s trading plan provides for the sale of up to 13,258 shares of the Company’s common stock, subject to price and volume limits.

Name

Brian Hole

Title

President

Rule 10b5-1 Arrangement Adopted

true

March 27, 2024

June 27, 2025

457 days

13,258

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), consistent in all material respects with those applied in the 2023 Form 10-K, for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the 2023 Form 10-K. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the Condensed Consolidated Balance Sheets, Statements of Income, Statements of Comprehensive Income, Statements of Redeemable Preferred Stock and Shareholders’ Equity, and Statements of Cash Flows for such interim periods presented. Operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. Certain reclassifications have been made to the prior year presentation to conform to the current year presentation. These reclassifications had no effect on the reported total revenue, income from operations, or net income. The following is a summary of the changes to the presentation in the Condensed Consolidated Statements of Income for the six months ended June 30, 2023: •Maintenance services revenues predominately represent fleet management, engine and aircraft storage and repair services, and revenue related to management of fixed base operator services. In prior years, these revenues were included in Other revenue. For the three months ended June 30, 2023, the reclassification resulted in an increase of $5.8 million in Maintenance services revenues and a decrease of $5.8 million in Other revenue. For the six months ended June 30, 2023, the reclassification resulted in an increase of $10.5 million in Maintenance services revenues and a decrease of $10.5 million in Other revenue. •Cost of maintenance services predominately represent the costs of fleet management, engine and aircraft storage and repair services, and the management of fixed base operator services. In prior years, these expenses were predominately included in General and administrative expense. For the three months ended June 30, 2023, the reclassification resulted in a net increase of $4.8 million in Cost of maintenance services, a decrease of $6.6 million in General and administrative expense, and a net increase in Technical expense of $1.8 million. For the six months ended June 30, 2023, the reclassification resulted in a net increase of $8.8 million in Cost of maintenance services, a decrease of $12.1 million in General and administrative expense, and a net increase in Technical expense of $3.3 million. In accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. These estimates and judgments are based on historical experience and other assumptions that management believes are reasonable and take into account the economic implications of the current high interest rate and inflationary environment on the Company’s critical and significant accounting estimates. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The significant estimates made in the accompanying Unaudited Condensed Consolidated Financial Statements include certain assumptions related to intangible assets, long-lived assets, equipment held for sale, allowances for doubtful accounts and credit losses, inventory, deferred in-substance fixed payment use fees included in Unearned revenue on the Condensed Consolidated Balance Sheets, and estimated income taxes. Actual results may differ materially from these estimates under different assumptions or conditions. Given the uncertainty in the current high interest rate and inflationary environment, the Company will continue to evaluate the nature and extent of the impact to its business, results of operations and financial condition.
Principles of Consolidation	Principles of Consolidation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries, including variable interest entities (“VIEs”), where the Company is the primary beneficiary in accordance with consolidation guidance. The Company first evaluates all entities in which it has an economic interest to determine whether for accounting purposes the entity is either a VIE or a voting interest entity. If the entity is a VIE, the Company consolidates the financial statements of that entity if it is the primary beneficiary of such entity’s activities. If the entity is a voting interest entity, the Company consolidates the financial statements of that entity when it has a majority of voting interests in such entity. Intercompany transactions and balances have been eliminated in consolidation.
Risks and Uncertainties	Risks and Uncertainties Given the uncertainty in the rapidly changing market and economic conditions related to the current high interest rate and inflationary environment, we will continue to evaluate the nature and extent of the impact on the Company’s business and financial position. The ultimate extent of the effects of the current high interest rate and inflationary environment on the Company will depend on future developments, and such effects could exist for an extended period of time.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recent Accounting Pronouncements To Be Adopted by the Company In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement.” The amendments in this ASU apply to the formation of a joint venture, and under this ASU, a joint venture formation is the creation of a new reporting entity that would trigger a new basis of accounting. This ASU requires net assets contributed to the joint venture in a formation transaction to be measured at fair value at the formation date. The amendments in this ASU are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025, with early adoption permitted. Joint ventures formed on or after the effective date of ASU 2023-05 will be required to apply the new guidance prospectively. Joint ventures formed before the ASU’s effective date are permitted to apply the new guidance (1) retrospectively if they have “sufficient information” to do so or (2) prospectively if financial statements have not yet been issued (or made available for issuance). The Company expects to adopt this accounting standard update effective January 1, 2025 and is currently evaluating the potential effects on the consolidated financial statements. In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”), the purpose of which is to update and simplify disclosure requirements. The effective dates of the ASU will depend, in part, on whether an entity is already subject to the current disclosure requirements of the SEC. For such entities and those that must “file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer,” the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years after the date of such removal. Entities must apply the amended content to financial statements issued after the ASU’s effective date. For each of the Codification subtopics that the Company is already subject to, the Company expects to adopt the accounting standard update on each of the removal dates of the related disclosure requirements. The Company is currently evaluating the potential effects on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” Under the ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted. The Company expects to adopt this accounting standard update for the year ended December 31, 2025 and is currently evaluating the potential effects on the consolidated financial statements.

Equipment Held for Operating Lease and Notes Receivable (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Operating Lease, Carrying Value of Assets Subject to Leases

The following table disaggregates equipment held for operating lease by asset class (in thousands):


	June 30, 2024						December 31, 2023
	Gross Value		Accumulated Depreciation		Net Book Value		Gross Value		Accumulated Depreciation		Net Book Value
Engines and related equipment	$	2,763,631	$	(591,694)	$	2,171,937	$	2,535,148	$	(569,596)	$	1,965,552
Aircraft and airframes	144,427		(9,112)		135,315		157,616		(21,409)		136,207
Marine vessel	14,367		(3,716)		10,651		14,366		(3,288)		11,078
	$	2,922,425	$	(604,522)	$	2,317,903	$	2,707,130	$	(594,293)	$	2,112,837

Investments (Tables)

6 Months Ended

Jun. 30, 2024

Investments [Abstract]

Schedule of Investments


As of June 30, 2024	WMES		CASC Willis		Total
	(in thousands)
Investment in joint ventures as of December 31, 2023	$	40,047	$	17,997	$	58,044
Earnings from joint ventures	6,386		113		6,499

Foreign currency translation adjustment	—		(558)		(558)
Other comprehensive loss from joint ventures	(220)		—		(220)
Investment in joint ventures as of June 30, 2024	$	46,213	$	17,552	$	63,765

Schedule of Financial Information

Unaudited summarized financial information for 100% of WMES is presented in the following tables:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
Revenue	$	22,223	$	10,972	$	41,149	$	21,850
Expenses	14,751		11,387		28,512		22,552
WMES net income (loss)	$	7,472	$	(415)	$	12,637	$	(702)


	June 30, 2024		December 31, 2023
	(in thousands)
Total assets	$	310,149	$	236,732
Total liabilities	211,384		150,604
Total WMES net equity	$	98,765	$	86,128

Debt Obligations (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Notes Payable

Debt obligations consisted of the following:


	June 30, 2024		December 31, 2023
	(in thousands)
Credit facility at a floating rate of interest of one-month term Secured Overnight Financing Rate (“SOFR”) plus 3.10%, secured by engines, airframes, and loan assets. The facility has a committed amount of $500.0 million at June 30, 2024, which revolves until the maturity date of June 2025.	$	412,155	$	353,000
WEST VII Series A 2023 term notes payable at a fixed rate of interest of 8.00%, maturing in October 2048, secured by engines, airframes, and loan assets	390,682		406,894
WEST VI Series A 2021 term notes payable at a fixed rate of interest of 3.10%, maturing in May 2046, secured by engines, airframes, and loan assets	248,147		252,986
WEST VI Series B 2021 term notes payable at a fixed rate of interest of 5.44%, maturing in May 2046, secured by engines, airframes, and loan assets	34,469		35,142
WEST VI Series C 2021 term notes payable at a fixed rate of interest of 7.39%, maturing in May 2046, secured by engines, airframes, and loan assets	11,186		12,361
WEST V Series A 2020 term notes payable at a fixed rate of interest of 3.23%, maturing in March 2045, secured by engines	233,041		240,371
WEST V Series B 2020 term notes payable at a fixed rate of interest of 4.21%, maturing in March 2045, secured by engines	32,464		33,485
WEST V Series C 2020 term notes payable at a fixed rate of interest of 6.66%, maturing in March 2045, secured by engines	9,399		10,695
WEST IV Series A 2018 term notes payable at a fixed rate of interest of 4.75%, maturing in September 2043, secured by engines	206,002		212,157
WEST IV Series B 2018 term notes payable at a fixed rate of interest of 5.44%, maturing in September 2043, secured by engines	28,181		29,024
WEST III Series A 2017 term notes payable at a fixed rate of interest of 4.69%, maturing in August 2042, secured by engines	168,276		175,705
WEST III Series B 2017 term notes payable at a fixed rate of interest of 6.36%, maturing in August 2042, secured by engines	22,594		23,592
Willis Warehouse Facility LLC (“WWFL”) credit facility at a floating rate of interest of one-month term SOFR, plus 2.25%, maturing in May 2029, secured by engines, airframes, and loan assets	115,160		—
Note payable at a fixed rate of interest of 5.00%, maturing in February 2033, secured by an engine	20,914		—
Note payable at a fixed rate of interest of 4.59%, maturing in November 2032, secured by an engine	22,355		22,610
Note payable at a fixed rate of interest of 4.23%, maturing in June 2032, secured by an engine	17,757		17,802
Note payable at a fixed rate of interest of 3.18%, maturing in July 2024, secured by an aircraft	175		1,235
	1,972,957		1,827,059
Less: unamortized debt issuance costs and note discounts	(26,196)		(24,178)
Total debt obligations	$	1,946,761	$	1,802,881

Schedule or Debt Maturities

Principal outstanding at June 30, 2024 is expected to be repayable as follows:


Year	(in thousands)
2024	$	36,005
2025	483,844
2026	270,922
2027	193,331
2028	239,289
Thereafter	749,566
Total	$	1,972,957

Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Information About Financial Statement Effects Related to Cash Flow Hedges

The following table provides additional information about the financial statement effects related to the cash flow hedges for the three and six months ended June 30, 2024 and 2023:


Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
Interest rate contracts	$	(2,380)	$	645	$	(3,396)	$	(6,020)
Total	$	(2,380)	$	645	$	(3,396)	$	(6,020)

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value Hierarchy of Assets Measured on Nonrecurring Basis and Gain (Losses) Recorded

The Company uses Level 2 inputs to measure write-downs of equipment held for lease and equipment held for sale.


	Total Losses
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
Equipment held for lease	$	—	$	1,621	$	261	$	1,621
Equipment held for sale	—		50		—		50
Total	$	—	$	1,671	$	261	$	1,671

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted EPS

The following table presents the calculation of basic and diluted earnings per share (in thousands, except per share data):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net income attributable to common shareholders	$	41,664	$	12,984	$	61,621	$	16,556

Basic weighted average common shares outstanding	6,570		6,354		6,479		6,239
Potentially dilutive common shares	144		88		208		210
Diluted weighted average common shares outstanding	6,714		6,442		6,687		6,449

Basic weighted average income per common share	$	6.34	$	2.04	$	9.51	$	2.65
Diluted weighted average income per common share	$	6.21	$	2.02	$	9.22	$	2.57

Stock-Based Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Schedule of Components of Stock Compensation Expense

The components of stock-based compensation expense were as follows:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
2023 Incentive Stock Plan	$	4,139	$	3,824	$	7,938	$	6,714
Employee Stock Purchase Plan	10		38		24		85
Total Stock Compensation Expense	$	4,149	$	3,862	$	7,962	$	6,799

Schedule of Restricted Stock Activity

The following table summarizes the restricted stock activity during the six months ended June 30, 2024:


			Shares
Balance of unvested shares as of December 31, 2023			465,856
Shares granted			410,180
Shares forfeited			(916)
Shares vested			(308,983)
Balance of unvested shares as of June 30, 2024			566,137

Reportable Segments (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of the Reportable Segments

The following tables present a summary of the reportable segments (in thousands):


Three months ended June 30, 2024	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	55,866	$	—	$	—	$	55,866
Maintenance reserve revenue	62,897		—		—		62,897
Spare parts and equipment sales	209		5,977		—		6,186
Interest revenue	2,284		—		—		2,284
Gain on sale of leased equipment	14,428		—		—		14,428
Maintenance services revenue	6,781		—		—		6,781
Other revenue	2,598		139		(59)		2,678
Total revenue	145,063		6,116		(59)		151,120

Expenses:
Depreciation and amortization expense	22,148		19		—		22,167
Cost of spare parts and equipment sales	21		5,416		—		5,437
Cost of maintenance services	5,671		—		—		5,671
General and administrative	34,035		652		—		34,687
Technical expense	4,518		—		—		4,518
Net finance costs:							—
Interest expense	24,562		—		—		24,562

Total finance costs	24,562		—		—		24,562
Total expenses	90,955		6,087		—		97,042
Income from operations	$	54,108	$	29	$	(59)	$	54,078


Three months ended June 30, 2023	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	54,416	$	—	$	—	$	54,416
Maintenance reserve revenue	35,415		—		—		35,415
Spare parts and equipment sales	254		4,296		—		4,550
Interest revenue	2,258		—		—		2,258
Gain on sale of leased equipment	4,461		—		—		4,461
Maintenance services revenue	5,849		—		—		5,849
Other revenue	1,888		228		(69)		2,047
Total revenue	104,541		4,524		(69)		108,996

Expenses:
Depreciation and amortization expense	22,472		22		—		22,494
Cost of spare parts and equipment sales	43		3,015		—		3,058
Cost of maintenance services	4,843		—		—		4,843
Write-down of equipment	1,671		—		—		1,671
General and administrative	30,706		1,021		—		31,727
Technical expense	6,676		—		—		6,676
Net finance costs:
Interest expense	19,085		—		—		19,085

Total finance costs	19,085		—		—		19,085
Total expenses	85,496		4,058		—		89,554
Income from operations	$	19,045	$	466	$	(69)	$	19,442


Six months ended June 30, 2024	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	108,747	$	—	$	—	$	108,747
Maintenance reserve revenue	106,767		—		—		106,767
Spare parts and equipment sales	293		9,181		—		9,474
Interest revenue	4,553		—		—		4,553
Gain on sale of leased equipment	23,629		—		—		23,629

Maintenance services revenue	12,008		—		—		12,008
Other revenue	4,742		380		(97)		5,025
Total revenue	260,739		9,561		(97)		270,203

Expenses:
Depreciation and amortization expense	44,616		37		—		44,653
Cost of spare parts and equipment sales	30		8,112		—		8,142
Cost of maintenance services	11,245		—		—		11,245
Write-down of equipment	261		—		—		261
General and administrative	62,221		2,047		—		64,268
Technical expense	12,773		—		—		12,773
Net finance costs:
Interest expense	47,565		—		—		47,565

Total finance costs	47,565		—		—		47,565
Total expenses	178,711		10,196		—		188,907
Income (loss) from operations	$	82,028	$	(635)	$	(97)	$	81,296


Six months ended June 30, 2023	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Revenue:
Lease rent revenue	$	107,636	$	—	$	—	$	107,636
Maintenance reserve revenue	58,913		—		—		58,913
Spare parts and equipment sales	309		9,293		—		9,602
Interest revenue	4,304		—		—		4,304
Gain on sale of leased equipment	4,328		—		—		4,328

Maintenance services revenue	10,508		—		—		10,508
Other revenue	3,017		326		(103)		3,240
Total revenue	189,015		9,619		(103)		198,531

Expenses:
Depreciation and amortization expense	44,989		54		—		45,043
Cost of spare parts and equipment sales	51		7,506		—		7,557
Cost of maintenance services	8,770		—		—		8,770
Write-down of equipment	1,671		—		—		1,671
General and administrative	57,496		2,062		—		59,558
Technical expense	11,018		—		—		11,018
Net finance costs:
Interest expense	37,474		—		—		37,474
Total finance costs	37,474		—		—		37,474
Total expenses	161,469		9,622		—		171,091
Income (loss) from operations	$	27,546	$	(3)	$	(103)	$	27,440


	Leasing and Related Operations		Spare Parts Sales		Eliminations		Total
Total assets as of June 30, 2024	$	2,836,303	$	85,353	$	—	$	2,921,656
Total assets as of December 31, 2023	$	2,602,907	$	49,437	$	—	$	2,652,344

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Cost of maintenance services	$ 5,671	$ 4,843	$ 11,245	$ 8,770
General and administrative	34,687	31,727	64,268	59,558
Technical expense	4,518	6,676	12,773	11,018
Revision of Prior Period, Reclassification, Adjustment
Property, Plant and Equipment [Line Items]
Cost of maintenance services		4,800		8,800
General and administrative		6,600		12,100
Technical expense		1,800		3,300
Maintenance Services
Property, Plant and Equipment [Line Items]
Other sales and revenue	6,781	5,849	12,008	10,508
Maintenance Services \| Revision of Prior Period, Reclassification, Adjustment
Property, Plant and Equipment [Line Items]
Other sales and revenue		5,800		10,500
Other revenue
Property, Plant and Equipment [Line Items]
Other sales and revenue	$ 2,678	$ 2,047	$ 5,025	$ 3,240

Equipment Held for Operating Lease and Notes Receivable - Additional Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 engine	Jun. 30, 2024 aircraft	Jun. 30, 2024 marine_vessel	Dec. 31, 2023 USD ($)	Dec. 31, 2023 engine	Dec. 31, 2023 aircraft	Dec. 31, 2023 marine_vessel
Lessor, Lease, Description [Line Items]
Equipment held for operating lease	$ 2,317,903		$ 2,317,903					$ 2,112,837
Notes receivable	115,488		115,488					92,621
Maintenance rights	25,469		25,469					9,180
Investments in sales-type leases	6,179		6,179					$ 8,759
Number of leased assets					344	12	1		337	12	1
Interest revenue	$ 2,284	$ 2,258	$ 4,553	$ 4,304
Minimum \| Note Receivable
Lessor, Lease, Description [Line Items]
Note receivable, effective interest rate			7.10%
Maximum \| Note Receivable
Lessor, Lease, Description [Line Items]
Note receivable, effective interest rate				12.20%

Equipment Held for Operating Lease and Notes Receivable - Schedule of Carrying Values (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Equipment Held For Operating Lease
Lessor, Lease, Description [Line Items]
Gross Value	$ 2,922,425	$ 2,707,130
Accumulated Depreciation	(604,522)	(594,293)
Net Book Value	2,317,903	2,112,837
Engines and related equipment
Lessor, Lease, Description [Line Items]
Gross Value	2,763,631	2,535,148
Accumulated Depreciation	(591,694)	(569,596)
Net Book Value	2,171,937	1,965,552
Aircraft and airframes
Lessor, Lease, Description [Line Items]
Gross Value	144,427	157,616
Accumulated Depreciation	(9,112)	(21,409)
Net Book Value	135,315	136,207
Marine vessel
Lessor, Lease, Description [Line Items]
Gross Value	14,367	14,366
Accumulated Depreciation	(3,716)	(3,288)
Net Book Value	$ 10,651	$ 11,078

Investments - Additional Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) aircraft engine	Jun. 30, 2023 USD ($) engine	Dec. 31, 2023 USD ($)
Equipment Held For Operating Lease
Schedule of Equity Method Investments [Line Items]
Net book value	$ 2,317,903		$ 2,317,903		$ 2,112,837
WMES
Schedule of Equity Method Investments [Line Items]
Ownership interest	50.00%		50.00%
Number of engines in lease portfolio \| engine			47
Number of aircraft in lease portfolio \| aircraft			1
Number of assets sold \| engine			3	1
Proceeds from sale of assets			$ 44,700	$ 15,500
Purchases from related party				22,300
WMES \| Other Income \| Asset Management
Schedule of Equity Method Investments [Line Items]
Other sales and revenue	$ 1,300	$ 600	2,700	$ 1,100
WMES \| Equipment Held For Operating Lease
Schedule of Equity Method Investments [Line Items]
Net book value	299,600		$ 299,600
CASC Willis
Schedule of Equity Method Investments [Line Items]
Number of engines in lease portfolio \| engine			4
CASC Willis \| Equipment Held For Operating Lease
Schedule of Equity Method Investments [Line Items]
Net book value	$ 38,600		$ 38,600

Investments - Schedule of Investments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Equity Method Investment Balances [Roll Forward]
Investment in joint ventures at beginning of the period			$ 58,044
Earnings from joint ventures			6,499
Foreign currency translation adjustment			(558)
Other comprehensive loss from joint ventures	$ (145)	$ 90	(220)	$ (143)
Investment in joint ventures at end of the period	63,765		63,765
WMES
Equity Method Investment Balances [Roll Forward]
Investment in joint ventures at beginning of the period			40,047
Earnings from joint ventures			6,386
Foreign currency translation adjustment			0
Other comprehensive loss from joint ventures			(220)
Investment in joint ventures at end of the period	46,213		46,213
CASC Willis
Equity Method Investment Balances [Roll Forward]
Investment in joint ventures at beginning of the period			17,997
Earnings from joint ventures			113
Foreign currency translation adjustment			(558)
Other comprehensive loss from joint ventures			0
Investment in joint ventures at end of the period	$ 17,552		$ 17,552

Investments - Schedule of Financial Information (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Mar. 31, 2024

Dec. 31, 2023

Mar. 31, 2023

Dec. 31, 2022

Consolidated Statements of Income

Revenue

$ 151,120

$ 108,996

$ 270,203

$ 198,531

Expenses

97,042

89,554

188,907

171,091

Net income

42,586

13,816

63,455

18,210

Consolidated Balance Sheets

Total assets

^[1]

2,921,656

$ 2,652,344

Total liabilities

^[2]

2,379,250

2,163,417

Total WMES net equity

492,418

417,167

492,418

417,167

$ 461,797

438,963

$ 405,989

$ 404,688

WMES

Consolidated Statements of Income

Revenue

22,223

10,972

41,149

21,850

Expenses

14,751

11,387

28,512

22,552

Net income

7,472

$ (415)

12,637

$ (702)

Consolidated Balance Sheets

Total assets

310,149

236,732

Total liabilities

211,384

150,604

Total WMES net equity

$ 98,765

$ 86,128

[1]

[2]

Debt Obligations - Schedule of Notes Payable (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	May 31, 2024	Dec. 31, 2023
Long Term Debt
Gross amount of debt	$ 1,972,957,000		$ 1,827,059,000
Less: unamortized debt issuance costs and note discounts	(26,196,000)		(24,178,000)
Total debt obligations	$ 1,946,761,000		1,802,881,000
Credit facility at a floating rate of interest of one-month term Secured Overnight Financing Rate (“SOFR”) plus 3.10%, secured by engines, airframes, and loan assets. The facility has a committed amount of $500.0 million at June 30, 2024, which revolves until the maturity date of June 2025.
Long Term Debt
Variable rate (as a percent)	3.10%
Line of credit facility outstanding amount	$ 412,155,000		353,000,000
WEST VII Series A 2023 term notes payable at a fixed rate of interest of 8.00%, maturing in October 2048, secured by engines, airframes, and loan assets
Long Term Debt
Fixed rate (as a percent)	8.00%
Gross amount of debt	$ 390,682,000		406,894,000
WEST VI Series A 2021 term notes payable at a fixed rate of interest of 3.10%, maturing in May 2046, secured by engines, airframes, and loan assets
Long Term Debt
Fixed rate (as a percent)	3.10%
Gross amount of debt	$ 248,147,000		252,986,000
WEST VI Series B 2021 term notes payable at a fixed rate of interest of 5.44%, maturing in May 2046, secured by engines, airframes, and loan assets
Long Term Debt
Fixed rate (as a percent)	5.44%
Gross amount of debt	$ 34,469,000		35,142,000
WEST VI Series C 2021 term notes payable at a fixed rate of interest of 7.39%, maturing in May 2046, secured by engines, airframes, and loan assets
Long Term Debt
Fixed rate (as a percent)	7.39%
Gross amount of debt	$ 11,186,000		12,361,000
WEST V Series A 2020 term notes payable at a fixed rate of interest of 3.23%, maturing in March 2045, secured by engines
Long Term Debt
Fixed rate (as a percent)	3.23%
Gross amount of debt	$ 233,041,000		240,371,000
WEST V Series B 2020 term notes payable at a fixed rate of interest of 4.21%, maturing in March 2045, secured by engines
Long Term Debt
Fixed rate (as a percent)	4.21%
Gross amount of debt	$ 32,464,000		33,485,000
WEST V Series C 2020 term notes payable at a fixed rate of interest of 6.66%, maturing in March 2045, secured by engines
Long Term Debt
Fixed rate (as a percent)	6.66%
Gross amount of debt	$ 9,399,000		10,695,000
WEST IV Series A 2018 term notes payable at a fixed rate of interest of 4.75%, maturing in September 2043, secured by engines
Long Term Debt
Fixed rate (as a percent)	4.75%
Gross amount of debt	$ 206,002,000		212,157,000
WEST IV Series B 2018 term notes payable at a fixed rate of interest of 5.44%, maturing in September 2043, secured by engines
Long Term Debt
Fixed rate (as a percent)	5.44%
Gross amount of debt	$ 28,181,000		29,024,000
WEST III Series A 2017 term notes payable at a fixed rate of interest of 4.69%, maturing in August 2042, secured by engines
Long Term Debt
Fixed rate (as a percent)	4.69%
Gross amount of debt	$ 168,276,000		175,705,000
WEST III Series B 2017 term notes payable at a fixed rate of interest of 6.36%, maturing in August 2042, secured by engines
Long Term Debt
Fixed rate (as a percent)	6.36%
Gross amount of debt	$ 22,594,000		23,592,000
Willis Warehouse Facility LLC (“WWFL”) credit facility at a floating rate of interest of one-month term SOFR, plus 2.25%, maturing in May 2029, secured by engines, airframes, and loan assets
Long Term Debt
Line of credit facility, maximum borrowing capacity		$ 500,000,000
Fixed rate (as a percent)	2.25%
Gross amount of debt	$ 115,160,000		0
Note payable at a fixed rate of interest of 5.00%, maturing in February 2033, secured by an engine
Long Term Debt
Fixed rate (as a percent)	5.00%
Gross amount of debt	$ 20,914,000		0
Note payable at a fixed rate of interest of 4.59%, maturing in November 2032, secured by an engine
Long Term Debt
Fixed rate (as a percent)	4.59%
Gross amount of debt	$ 22,355,000		22,610,000
Note payable at a fixed rate of interest of 4.23%, maturing in June 2032, secured by an engine
Long Term Debt
Fixed rate (as a percent)	4.23%
Gross amount of debt	$ 17,757,000		17,802,000
Note payable at a fixed rate of interest of 3.18%, maturing in July 2024, secured by an aircraft
Long Term Debt
Fixed rate (as a percent)	3.18%
Gross amount of debt	$ 175,000		$ 1,235,000
Revolving credit facility \| Credit facility at a floating rate of interest of one-month term Secured Overnight Financing Rate (“SOFR”) plus 3.10%, secured by engines, airframes, and loan assets. The facility has a committed amount of $500.0 million at June 30, 2024, which revolves until the maturity date of June 2025.
Long Term Debt
Line of credit facility, maximum borrowing capacity	$ 500,000,000.0

Debt Obligations - Additional Information (Details) - USD ($)	1 Months Ended
	May 31, 2024	Jun. 30, 2024	Dec. 31, 2023
Long Term Debt
Gross amount of debt		$ 1,972,957,000	$ 1,827,059,000
Note payable at a fixed rate of interest of 5.00%, maturing in February 2033, secured by an engine
Long Term Debt
Gross amount of debt		20,914,000	0
Option to repurchase engine, price		18,400,000
Note payable at a fixed rate of interest of 4.59%, maturing in November 2032, secured by an engine
Long Term Debt
Gross amount of debt		22,355,000	22,610,000
Option to repurchase engine, price		17,700,000
Note payable at a fixed rate of interest of 4.23%, maturing in June 2032, secured by an engine
Long Term Debt
Gross amount of debt		17,757,000	17,802,000
Option to repurchase engine, price		17,000,000
Willis Warehouse Facility LLC (“WWFL”) credit facility at a floating rate of interest of one-month term SOFR, plus 2.25%, maturing in May 2029, secured by engines, airframes, and loan assets
Long Term Debt
Debt instrument, term (in years)	5 years
Availability period	2 years
Line of credit facility, maximum borrowing capacity	$ 500,000,000
Gross amount of debt		$ 115,160,000	$ 0

Debt Obligations - Schedule of Principal Outstanding (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2024	$ 36,005
2025	483,844
2026	270,922
2027	193,331
2028	239,289
Thereafter	749,566
Total	$ 1,972,957	$ 1,827,059

Derivative Instruments - Additional information (Details) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024 USD ($) agreement	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) agreement	Jun. 30, 2023 USD ($)	Dec. 31, 2021 USD ($) agreement	Dec. 31, 2023 USD ($)	Dec. 31, 2019 USD ($) agreement
Interest Rate Contract
Derivative [Line Items]
Borrowings at variable interest rates \| $	$ 527.3		$ 527.3			$ 353.0
Number of interest rate swap agreements \| agreement	2		2
Number of interest rate swaps entered into \| agreement					4
Derivative, notional amount \| $					$ 100.0
Net fair value of swap asset \| $	$ 13.1		$ 13.1			$ 16.5
Adjustment to interest expense \| $	$ (3.1)	$ (5.7)	$ (6.2)	$ (11.1)
2021 Swap Agreements, Group 1
Derivative [Line Items]
Number of interest rate swap agreements \| agreement	2		2
2021 Swap Agreements, Group 2
Derivative [Line Items]
Number of interest rate swap agreements \| agreement	2		2
Remaining maturity term	19 months		19 months
2019 Swap Ageement
Derivative [Line Items]
Number of interest rate swap agreements \| agreement							1
Derivative, notional amount \| $							$ 100.0

Derivative Instruments - Cash Flow Hedges (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Effects of derivative instruments
Unrealized gain (loss) on derivative instruments	$ (2,380)	$ 645	$ (3,396)	$ (6,020)
Cash Flow Hedging
Effects of derivative instruments
Unrealized gain (loss) on derivative instruments	(2,380)	645	(3,396)	(6,020)
Cash Flow Hedging \| Interest rate contracts \| Interest rate contracts
Effects of derivative instruments
Unrealized gain (loss) on derivative instruments	$ (2,380)	$ 645	$ (3,396)	$ (6,020)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 15,317	$ 5,152	$ 24,340	$ 7,595
Effective tax rate (as a percent)	26.50%	27.20%	27.70%	29.40%

Fair Value Measurements - Additional Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) airframe	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Derivative [Line Items]
Fair value of notes receivable	$ 94,900		$ 94,900		$ 90,300
Fair value of investment in sales type leases	6,100		6,100		8,700
Fair value of notes payable	1,740,100		1,740,100		1,598,500
Write-down of equipment	0	$ 1,671	$ 261	$ 1,671
Number of assets impaired \| airframe			1
Interest Rate Contract
Derivative [Line Items]
Net fair value of swap asset	13,100		$ 13,100		$ 16,500
Adjustment to interest expense	$ (3,100)	$ (5,700)	$ (6,200)	$ (11,100)

Fair Value Measurements - Nonrecurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Equipment held for lease	$ 0	$ 1,621	$ 261	$ 1,621
Equipment held for sale	0	50	0	50
Total	$ 0	$ 1,671	$ 261	$ 1,671

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Shares not included in computation of diluted weighted average earnings per common (in shares)	3	0	3	0
Net income attributable to common shareholders	$ 41,664	$ 12,984	$ 61,621	$ 16,556
Basic weighted average common shares outstanding (in shares)	6,570	6,354	6,479	6,239
Potentially dilutive common shares (in shares)	144	88	208	210
Diluted weighted average common shares outstanding (in shares)	6,714	6,442	6,687	6,449
Basic weighted average income per common share (in dollars per share)	$ 6.34	$ 2.04	$ 9.51	$ 2.65
Diluted weighted average income per common share (in dollars per share)	$ 6.21	$ 2.02	$ 9.22	$ 2.57

Equity (Details) - USD ($)		6 Months Ended
Equity (Details) - USD ($)	Oct. 15, 2023	Jun. 30, 2024	Jun. 30, 2023	Oct. 31, 2022
Class of Stock [Line Items]
Repurchase of common stock authorized by board of directors				$ 60,000,000
Preferred stock dividends paid		$ 1,800,000	$ 1,600,000
Redemption price (in dollars per share)		$ 20.00
Series One Preferred Stock
Class of Stock [Line Items]
Dividend rate (as a percent)	8.50%	6.50%
Series Two Preferred Stock
Class of Stock [Line Items]
Dividend rate (as a percent)	6.50%
Common Stock
Class of Stock [Line Items]
Common stock repurchased (in shares)		0	0

Stock-Based Compensation Plans - Stock Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stock-based compensation plans
Total Stock Compensation Expense	$ 4,149	$ 3,862	$ 7,962	$ 6,799
2023 Incentive Stock Plan
Stock-based compensation plans
Total Stock Compensation Expense	4,139	3,824	7,938	6,714
Employee Stock Purchase Plan
Stock-based compensation plans
Total Stock Compensation Expense	$ 10	$ 38	$ 24	$ 85

Stock-Based Compensation Plans - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Nov. 10, 2021
Minimum \| Performance-Based Vesting
Stock-based compensation plans
Vesting period	1 year
Maximum \| Performance-Based Vesting
Stock-based compensation plans
Vesting period	2 years
The 2023 Stock Incentive Plan \| Minimum \| Service-Based Vesting
Stock-based compensation plans
Vesting period	1 year
The 2023 Stock Incentive Plan \| Maximum \| Service-Based Vesting
Stock-based compensation plans
Vesting period	4 years
2023 Incentive Stock Plan \| Restricted Stock
Stock-based compensation plans
Shares granted to date (in shares)	2,001,980
Number of shares available for future issuance (in shares)	1,643,532
Employee Stock Purchase Plan
Stock-based compensation plans
Number of shares authorized (in shares)			425,000
Maximum percentage of cash compensation allowed to be deducted for the purchase of common stock by eligible employees	10.00%
Maximum number of shares to be purchased by employee in one calendar year (in shares)	1,000
Maximum amount of shares to be purchased by employee in one calendar year	$ 25,000
Stock plan offering period	6 months
Purchase price expressed as a percentage of the market price of the common stock on the purchase date or on the date of entry	85.00%
Shares issued (in shares)	5,532	5,506

Stock-Based Compensation Plans - Restricted stock activity (Details) - Restricted Stock	6 Months Ended
	Jun. 30, 2024 shares
Number Outstanding
Balance of unvested shares at the beginning of the period (in shares)	465,856
Shares granted (in shares)	410,180
Shares forfeited (in shares)	(916)
Shares vested (in shares)	(308,983)
Balance of unvested shares at the end of the period (in shares)	566,137

Reportable Segments (Details)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

USD ($)

Jun. 30, 2023

USD ($)

Jun. 30, 2024

USD ($)

segment

Jun. 30, 2023

USD ($)

Dec. 31, 2023

USD ($)

Reportable Segments

Number of reportable segments | segment

Number of operating segments | segment

Revenue:

Interest revenue

$ 2,284

$ 2,258

$ 4,553

$ 4,304

Gain on sale of leased equipment

14,428

4,461

23,629

4,328

Total revenue

151,120

108,996

270,203

198,531

Expenses:

Depreciation and amortization expense

22,167

22,494

44,653

45,043

Cost of spare parts and equipment sales

5,437

3,058

8,142

7,557

Cost of maintenance services

5,671

4,843

11,245

8,770

Write-down of equipment

1,671

261

1,671

General and administrative

34,687

31,727

64,268

59,558

Technical expense

4,518

6,676

12,773

11,018

Interest expense

24,562

19,085

47,565

37,474

Total finance costs

24,562

19,085

47,565

37,474

Total expenses

97,042

89,554

188,907

171,091

Income (loss) from operations

54,078

19,442

81,296

27,440

Total assets

^[1]

2,921,656

$ 2,652,344

Operating Segments | Leasing and Related Operations

Revenue:

Interest revenue

2,284

2,258

4,553

4,304

Gain on sale of leased equipment

14,428

4,461

23,629

4,328

Total revenue

145,063

104,541

260,739

189,015

Expenses:

Depreciation and amortization expense

22,148

22,472

44,616

44,989

Cost of spare parts and equipment sales

Cost of maintenance services

5,671

4,843

11,245

8,770

Write-down of equipment

1,671

261

1,671

General and administrative

34,035

30,706

62,221

57,496

Technical expense

4,518

6,676

12,773

11,018

Interest expense

24,562

19,085

47,565

37,474

Total finance costs

24,562

19,085

47,565

37,474

Total expenses

90,955

85,496

178,711

161,469

Income (loss) from operations

54,108

19,045

82,028

27,546

Total assets

2,836,303

2,602,907

Operating Segments | Spare Parts Sales

Revenue:

Interest revenue

Gain on sale of leased equipment

Total revenue

6,116

4,524

9,561

9,619

Expenses:

Depreciation and amortization expense

Cost of spare parts and equipment sales

5,416

3,015

8,112

7,506

Cost of maintenance services

Write-down of equipment

General and administrative

652

1,021

2,047

2,062

6,087

4,058

10,196

9,622

Income (loss) from operations

466

(635)

(3)

Total assets

85,353

49,437

Eliminations

Revenue:

Interest revenue

Gain on sale of leased equipment

Total revenue

(59)

(69)

(97)

(103)

Expenses:

Depreciation and amortization expense

Cost of spare parts and equipment sales

Cost of maintenance services

Write-down of equipment

General and administrative

Income (loss) from operations

(59)

(69)

(97)

(103)

Total assets

$ 0

Lease rent revenue

Revenue:

Lease rent and maintenance reserve revenue

55,866

54,416

108,747

107,636

Lease rent revenue | Operating Segments | Leasing and Related Operations

Revenue:

Lease rent and maintenance reserve revenue

55,866

54,416

108,747

107,636

Lease rent revenue | Operating Segments | Spare Parts Sales

Revenue:

Lease rent and maintenance reserve revenue

Lease rent revenue | Eliminations

Revenue:

Lease rent and maintenance reserve revenue

Maintenance reserve revenue

Revenue:

Lease rent and maintenance reserve revenue

62,897

35,415

106,767

58,913

Maintenance reserve revenue | Operating Segments | Leasing and Related Operations

Revenue:

Lease rent and maintenance reserve revenue

62,897

35,415

106,767

58,913

Maintenance reserve revenue | Operating Segments | Spare Parts Sales

Revenue:

Lease rent and maintenance reserve revenue

Maintenance reserve revenue | Eliminations

Revenue:

Lease rent and maintenance reserve revenue

Spare parts and equipment sales

Revenue:

Other sales and revenue

6,186

4,550

9,474

9,602

Spare parts and equipment sales | Operating Segments | Leasing and Related Operations

Revenue:

Other sales and revenue

209

254

293

309

Spare parts and equipment sales | Operating Segments | Spare Parts Sales

Revenue:

Other sales and revenue

5,977

4,296

9,181

9,293

Spare parts and equipment sales | Eliminations

Revenue:

Other sales and revenue

Maintenance Services

Revenue:

Other sales and revenue

6,781

5,849

12,008

10,508

Maintenance Services | Operating Segments | Leasing and Related Operations

Revenue:

Other sales and revenue

6,781

5,849

12,008

10,508

Maintenance Services | Operating Segments | Spare Parts Sales

Revenue:

Other sales and revenue

Maintenance Services | Eliminations

Revenue:

Other sales and revenue

Other revenue

Revenue:

Other sales and revenue

2,678

2,047

5,025

3,240

Other revenue | Operating Segments | Leasing and Related Operations

Revenue:

Other sales and revenue

2,598

1,888

4,742

3,017

Other revenue | Operating Segments | Spare Parts Sales

Revenue:

Other sales and revenue

139

228

380

326

Other revenue | Eliminations

Revenue:

Other sales and revenue

$ (59)

$ (69)

$ (97)

$ (103)

[1]

Related Party Transactions (Details) $ in Thousands	3 Months Ended		6 Months Ended
Related Party Transactions (Details) $ in Thousands	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) engine	Jun. 30, 2023 USD ($) engine
WMES
Related Party Transaction [Line Items]
Number of assets purchased \| engine				1
Mikchalk Lake L L C
Related Party Transaction [Line Items]
Costs and expenses, related party			$ 66
WMES
Related Party Transaction [Line Items]
Number of assets sold \| engine			3	1
Proceeds from sale of assets			$ 44,700	$ 15,500
Gain on sale of asset			12,000	2,800
Purchases from related party				22,300
WMES \| Other Income \| Asset Management
Related Party Transaction [Line Items]
Other sales and revenue	$ 1,300	$ 600	$ 2,700	$ 1,100

Subsequent Events (Details)	Jul. 29, 2024 $ / shares
Common Stock \| Subsequent Event
Subsequent Event [Line Items]
Dividends payable (in dollars per share)	$ 0.25

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-13 [Member]

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