Exhibit 10.60

WILLIS ENGINE SECURITIZATION TRUST,

as issuer of Series 2007-B2 Notes,

and

WILLIS LEASE FINANCE CORPORATION,
as Administrative Agent,

and

THE PERSONS LISTED ON THE SIGNATURE PAGE HEREOF,

as the initial Series 2007-B2 Holders

SERIES 2007-B2 NOTE PURCHASE AND LOAN AGREEMENT

Dated as of December 13 , 2007

SERIES 2007-B2 NOTES

TABLE OF CONTENTS

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This SERIES 2007-B2 NOTE PURCHASE AND LOAN AGREEMENT (this “ Agreement ”), dated as of December 13, 2007, is made among WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“ WEST ”), WILLIS LEASE FINANCE CORPORATION, a Delaware corporation, as Administrative Agent (the “ Administrative Agent” ), and the Persons named on the signature page hereof as initial Series 2007-B2 Holders, together with any Person that becomes a Series 2007-B2 Holder in accordance with the terms hereof (the “ Series 2007-B2 Holders ”).

PREAMBLE

WHEREAS, WEST and Deutsche Bank Trust Company Americas, a New York banking corporation, as indenture trustee (“ Indenture Trustee ”), entered into the Indenture, dated as of August 9, 2005 (the “Original Indenture” ), as thereafter supplemented by the Series 2005-A1 Supplement, the Series 2005-A2 Supplement, the Series 2005-B1 Supplement and the Series 2005-B2 Supplement and as amended and restated in its entirety by the Amended and Restated Indenture, dated as of December 13, 2007, between WEST and the Indenture Trustee (as supplemented by the Supplements, and as amended, supplemented or otherwise modified from time to time, the “ Indenture ”);

WHEREAS, the Series 2005-A1 Term Notes, Series 2005-A2 Warehouse Notes, Series 2005-B1 Term Notes and Series 2005-B2 Warehouse Notes were issued on August 9, 2005 pursuant to the Series 2005-A1 Supplement, the Series 2005-A2 Supplement, the Series 2005-B1 Supplement and the Series 2005-B2 Supplement, respectively;

WHEREAS, WEST and the Indenture Trustee have entered into the Series 2007-B2 Supplement to the Indenture, dated as of December 13, 2007 (as it may be amended or otherwise modified from time to time, the “ Series 2007-B2 Supplement ”), pursuant to which WEST is to issue the Series 2007-B2 Notes in the aggregate Maximum Principal Balance of $25,000,000;

WHEREAS, each of the Series 2007-B2 Holders is willing to make Series 2007-B2 Loans to WEST to the extent of its Maximum Commitment from time to time on and after the Effective Date until the occurrence of a Conversion Event, and the obligation of WEST to repay such Series 2007-B2 Loans to each Series 2007-B2 Holder will be represented by the Series 2007-B2 Note held by such Series 2007-B2 Holder;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.          Definitions .  (a)  Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Indenture. Whenever used in this Agreement, the following words and phrases shall have the following meanings, and the definitions of such

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terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

“ Assignment and Assumption ” means an assignment and assumption agreement, in such other form as shall be reasonably acceptable to WEST, pursuant to which the transferee of a Series 2007-B2 Note agrees to make Series 2007-B2 Loans to the extent of the Unused Commitment allocable to the Series 2007-B2 Note that is transferred to such transferee.

“ Collections Loans ” means any Series 2007-B2 Loans made pursuant to Section 3.18 of the Indenture, the Series 2007-B2 Supplement and this Agreement on any Payment Date, to be included in the Available Collections Amount on such Payment Date.

“ Conversion Date ” means December 15, 2010 or such later date to which the Conversion Date may be extended (if extended) in the sole discretion of the Series 2007-B2 Holders in accordance with the terms of Section 2.02(e) hereof, but not later than December 15, 2011 without a Rating Agency Confirmation.

“ Effective Date ” means December 13, 2007 or, if later, the date on which the conditions set forth in Section 3.01 hereof shall have been satisfied.

“ Eligible Transferee ” means (i) an Affiliate of a Series 2007-B2 Holder, or (ii) any other then existing Series 2007-B2 Holder, or (iii) a commercial bank, insurance company or other financial institution that (x) complies with the transfer provisions of Section 2.12 of the Indenture, and (y) if such transfer is to occur prior to the Conversion Date, such transferee, in the reasonable determination of WEST, has the capability to make the Series 2007-B2 Loans to WEST up to the Unused Commitment in respect of the Series 2007-B2 Note(s) being transferred to such financial institution and is otherwise reasonably acceptable to WEST, as evidenced to the Indenture Trustee in writing (which approval shall not be unreasonably withheld or delayed).

“ Funding Date ” means, as to any Series 2007-B2 Loan, the Business Day that is specified in the Funding Request for such Series 2007-B2 Loan in accordance with Section 2.02 hereof.

  “ Funding Request ” means a written request by WEST to obtain Series 2007-B2 Loans from the Series 2007-B2 Holders, such notice to be in the form of Exhibit A hereto and to conform to requirements of Section 2.02 hereof.

“ Indemnified Party ” has the meaning specified in Section 7.01 hereof.

“ Material Adverse Effect ” has the meaning specified in Section 4.01(a) hereof.

“ Maximum Commitment ” shall mean (a), for all Series 2007-B2 Holders, $25,000,000 in the aggregate, and (b), for each Series 2007-B2 Holder, the amount set forth opposite the name of such Series 2007-B2 Holder in Schedule 2 attached hereto.

“ Maximum Principal Balance ” shall mean, with respect to any Warehouse Note, the maximum amount that WEST may borrow from the holder of such Warehouse Note, which shall be equal to the Maximum Commitment of such holder.

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“ Notes ” means the Series A Notes and the Series B Notes.

“ Series A Notes ” means, collectively, (a) the $200,000,000 in original principal amount of WEST’s Series 2005-A1 Term Notes, (b) the $150,000,000 in maximum principal amount of WEST’s Series 2005-A2 Warehouse Notes, (c) the Series 2007-A2 Notes, and (d) any other note that is designated as a Series A Note under the Indenture.

“ Series 2007-A2 Loan ” means, individually or in the aggregate, a loan to WEST by a Series 2007-A2 Holder pursuant to the Series 2007-A2 Supplement and the Series 2007-A2 Note Purchase Agreement.

“ Series 2007-A2 Holders ” means, on the Effective Date, the persons named as initial Series 2007-A2 Holders on the signature page to the Series 2007-A2 Note Purchase Agreement and, at any time of determination for the Series 2007-A2 Notes thereafter, any person in whose name a Series 2007-A2 Note is registered in the Register.

“ Series 2007-A2 Notes ” means the Series of Notes designated as the “Willis Engine Securitization Trust Series 2007-A2 Floating Rate Secured Notes” to be issued on the Effective Date pursuant to the Series 2007-A2 Supplement and having the terms and conditions specified therein, and including any and all replacements, extensions, substitutions or renewals of such Notes .

“ Series 2007-A2 Note Purchase Agreement ” means the Series 2007-A2 Note Purchase and Loan Agreement, dated as of December 13 , 2007, among WEST, the Administrative Agent and the Series 2007-A2 Holders, as may be amended, modified or supplemented from time to time in accordance with its terms.

“ Series 2007-A2 Supplement ” means the Series 2007-A2 Supplement to the Indenture, dated as of December 13 , 2007, between WEST and the Indenture Trustee.

“ Series B Notes ” means, collectively, (a) the $28,276,878 in original principal amount of WEST’s Series 2005-B1 Term Notes, (b) the $21,428,521 in maximum principal amount of WEST’s Series 2005-B2 Warehouse Notes, (c) the Series 2007-B2 Notes, and (d) any other note that is designated as a Series B Note under the Indenture.

“ Series 2007-B2 Commitment Fee Rate ” means, for each Interest Accrual Period, one half of one percent (.50%) per annum.

“ Series 2007-B2 Holders ” means, on the Effective Date, the Persons named as initial Series 2007-B2 Holders on the signature page hereto and, at any time of determination thereafter, any person in whose name a Series 2007-B2 Note is registered in the Register.

“ Series 2007-B2 Loan ” means a funding by a Series 2007-B2 Holder of a loan to WEST pursuant to Article II hereof .

“ Series 2007-B2 Notes ” means the notes issued pursuant to this Agreement and the Series 2007-B2 Supplement.

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“ Series 2007-B2 Related Documents ” means the Series 2007-B2 Transaction Documents, as defined in the Series 2007-B2 Supplement, and the Related Documents, as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time.

“ Third Party Claim ” has the meaning specified in Section 7.03 hereof.

“ Warehouse Loans ” means any Series 2007-B2 Loans to be used to fund the Purchase Prices of Additional Engines or Discretionary Engine Modifications.

Section 1.02.          Rules of Construction .  The conventions of construction and usage set forth in Section 1.02 of the Indenture are hereby incorporated by reference in this Agreement.

ARTICLE II

PURCHASE AND SALE

Section 2.01.          Sale and Delivery of Series 2007-B2 Notes .  In reliance on the representations, warranties and agreements and on the terms and conditions set forth herein and in the Indenture and the Series 2007-B2 Supplement, WEST agrees to sell, and each of the Series 2007-B2 Holders severally and not jointly agrees to purchase, on the Effective Date, a Series 2007-B2 Note with the Maximum Principal Balance for each Series 2007-B2 Holder set forth in Schedule 2 hereto. The Series 2007-B2 Notes shall be duly executed by WEST, duly authenticated by the Indenture Trustee and registered in the names of the Series 2007-B2 Holders. The actual Outstanding Principal Balance of each Series 2007-B2 Note will be equal to the principal amount of the Series 2007-B2 Loans made by the Series 2007-B2 Holder of such Series 2007-B2 Note from time to time in accordance with the terms hereof and of the Series 2007-B2 Supplement minus any repayments of the principal amount of such Series 2007-B2 Note made in accordance with the terms thereof, the Series 2007-B2 Supplement and the Indenture.

Section 2.02.          Funding of Series 2007-B2 Loans .  (a)  On the terms and conditions hereinafter set forth, each Series 2007-B2 Holder severally and not jointly agrees that it will make Series 2007-B2 Loans to WEST in a total amount outstanding at any time up to such Series 2007-B2 Holder’s Maximum Commitment, from time to time after the Effective Date and until the occurrence of a Conversion Event, upon the receipt of a Funding Request from WEST and otherwise as provided in this Section 2.02 and in each case subject to satisfaction of the applicable conditions precedent set forth in Article III hereof and in Article IV of the Series 2007-B2 Supplement.  It is expressly understood and agreed that WEST shall not have any right to receive, and no Series 2007-B2 Holder shall have any obligation to disburse, (x) any amount in excess of the Maximum Commitment of such Series 2007-B2 Holder or (y) any amount whatsoever on or after the date on which a Conversion Event occurs that has not been waived pursuant to Section 2.03(g) of the Series 2007-B2 Supplement. Under no circumstances shall the Series 2007-B2 Holders fund any Series 2007-B2 Loans if, after giving effect to such Series 2007-B2 Loans, (i) the aggregate Outstanding Principal Balance of the Series 2007-B2 Notes would either (A) exceed the aggregate Maximum Commitment for the Series 2007-B2 Notes or (B) result in a Junior Borrowing Base Deficiency, or (ii) the Aggregate Note Principal Balance would result in a Maximum Borrowing Base Deficiency.

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(b)     On any Business Day after the Effective Date and prior to the date on which a Conversion Event occurs, each of the Series 2007-B2 Holders agrees that it shall make a Series 2007-B2 Loan to WEST in the amount specified in a Funding Request delivered to the Series 2007-B2 Holders (with a copy to the Indenture Trustee) by WEST at least three (3) Business Days (or such shorter period as may be agreed by the Series 2007-B2 Holders and the Indenture Trustee) prior to the Funding Date set forth in such Funding Request, which shall specify (i) the aggregate amount of the Series 2007-B2 Loans to be made by the Series 2007-B2 Holders and the amount of the Series 2007-B2 Loan to be made by each individual Series 2007-B2 Holder on such Funding Date, which individual Series 2007-B2 Loans shall be made by the Series 2007-B2 Holders in proportion to their respective Maximum Commitments, except as provided in Section 2.02(d), (ii) the proposed Funding Date (which shall be a Payment Date if such Funding Request includes a Collections Loan), and (iii) the application of such Series 2007-B2 Loans as either Collections Loans or Warehouse Loans or both. Each Funding Request delivered by WEST pursuant to this Section 2.02 shall be irrevocable.

(c)      On the Funding Date specified in a Funding Request, each of the Series 2007-B2 Holders shall, upon satisfaction of the applicable conditions set forth in Article III hereof and in Article IV of the Series 2007-B2 Supplement, make available to WEST by wire transfer in immediately available funds to the Collections Account, an amount equal to the amount of the Series 2007-B2 Loan specified for such Series 2007-B2 Holder in such Funding Request. The Administrative Agent shall direct the Indenture Trustee, in writing, to transfer the portion of such Series 2007-B2 Loans constituting Warehouse Loans to the Engine Acquisition Account, as provided in the Indenture, and the portion of such Series 2007-B2 Loans constituting Collections Loans shall be retained in the Collections Account and included in the Available Collections Amount on the Payment Date on which such Collections Loans are made.

(d)     If any Series 2007-B2 Holder shall default on its obligation to make a Series 2007-B2 Loan on any Funding Date, one or more of the other Series 2007-B2 Holders may elect (but shall not be required to) to make the Series 2007-B2 Loan of the defaulting Series 2007-B2 Holder.  In such event, the Maximum Principal Balance of the Series 2007-B2 Note held by the defaulting Series 2007-B2 Holder and the Maximum Commitment of the defaulting Series 2007-B2 Holder shall be reduced by the amount of the Series 2007-B2 Loan so made, and the Maximum Principal Balance of the Series 2007-B2 Note held by the Series 2007-B2 Holder making such Series 2007-B2 Loan and the Maximum Commitment of such Series 2007-B2 Holder shall be increased by the amount of such Series 2007-B2 Loan.

(e)      WEST may, at any time not later than thirty (30) days prior to the then existing Conversion Date, by written notice to each Series 2007-B2 Holder, make written request for the Series 2007-B2 Holders to extend the Conversion Date for an additional period specified in such written notice. The Series 2007-B2 Holders shall make a determination, in their sole discretion and after a full credit review, not more than thirty (30) days after such written notice is delivered and, if earlier, not less than fifteen (15) days prior to the then applicable Conversion Date as to whether or not they will agree to extend the Conversion Date; provided, however , that the failure of any Series 2007-B2 Holder to make a timely response to WEST’s request for extension of the Conversion Date within the foregoing period shall be deemed to constitute a refusal by such Series 2007-B2 Holder to extend the Conversion Date. It shall be a condition to the extension of the Conversion Date that (i) the Maximum Commitment of all of the Series 

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2007-B2 Holders under this Agreement be extended to the same date, (ii) a Rating Agency Confirmation shall have been received in respect of such extension if it is later than the first anniversary of the initial Conversion Date, (iii) the commitments of all Series 2007-A2 Holders under the Series 2007-A2 Note Purchase Agreement be extended to the same date, and (iv) written notice of such extension shall have been delivered to the Indenture Trustee by the Administrative Agent or WEST.

Section 2.03.          Decrease in Maximum Commitments .  WEST may, upon at least five (5) Business Days’ notice to the Series 2007-B2 Holders, terminate in whole or reduce in part the aggregate Maximum Commitments of the Series 2007-B2 Holders and the Maximum Principal Balances of the Series 2007-B2 Notes in an aggregate amount not to exceed the excess of such Maximum Principal Balances over the then aggregate Outstanding Principal Balance of the Series 2007-B2 Notes; provided that any partial reduction of the aggregate Maximum Commitments of the Series 2007-B2 Holders and the Maximum Principal Balances of the Series 2007-B2 Notes shall be applied pro rata to the individual Maximum Commitments of the Series 2007-A2 Holders and the Maximum Principal Balances of the Series 2007-B2 Notes, respectively, and shall be accompanied by a proportionate partial reduction (based on the ratio of the Maximum Commitments of such Series prior to such reduction) of the aggregate maximum commitments of the Series 2007-A2 Holders. Each notice of reduction or termination pursuant to this Section 2.03 shall be irrevocable, and such reduction shall be deemed to occur without any Series 2007-B2 Holder having to surrender its Series 2007-B2 Note(s) in exchange for a new Series 2007-B2 Note reflecting its reduced Maximum Commitment and reduced Maximum Principal Balance. WEST shall cause the Administrative Agent promptly to deliver to the Indenture Trustee notice of any such reduction or termination.

ARTICLE III

CONDITIONS PRECEDENT TO OBLIGATIONS OF SERIES 2007-B2 HOLDERS

Section 3.01.          Conditions Precedent to Obligations of Initial Series 2007-B2 Holders to Purchase Series 2007-B2 Notes .  The obligation of the initial Series 2007-B2 Holders to purchase the Series 2007-B2 Notes is subject to satisfaction of the following conditions precedent:

(a)      WEST and the Indenture Trustee shall have executed and delivered the Series 2007-B2 Supplement and the Series 2007-A2 Supplement.

(b)     WEST and the Administrative Agent shall have executed and delivered this Agreement.

(c)      WEST, the Administrative Agent and the initial Series 2007-A2 Holders shall have executed and delivered the Series 2007-A2 Note Purchase Agreement.

(d)     The initial Series 2007-B2 Holders shall have received from WEST a certificate, dated the Effective Date and executed by any Controlling Trustee, to the effect that:

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(i)      the representations and warranties of WEST in this Agreement and the Series 2007-B2 Supplement are accurate in all material respects as of the Effective Date; and

(ii)     WEST has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or before the Effective  Date.

(e)          The initial Series 2007-B2 Holders shall have received from the Administrative Agent a certificate, dated the Effective  Date and executed by an authorized officer of the Administrative Agent, to the effect that:

(i)      the representations and warranties of the Administrative Agent in this Agreement and in the Related Documents to which the Administrative Agent is a party are accurate in all material respects as of the Effective  Date; and

(ii)     the Administrative Agent has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or before the Effective  Date.

(f)           The initial Series 2007-B2 Holders shall have received the following:

(i)      with respect to the Administrative Agent, a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than ten (10) days before the Effective Date;

(ii)     with respect to WEST, a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than ten (10) days before the Effective  Date; and

(iii)    with respect to WEST Funding, a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than ten (10) days before the Effective  Date.

(g)          The initial Series 2007-B2 Holders shall have received from the Secretary or other authorized officer of the Administrative Agent, in the officer’s individual capacity, a certificate, dated the Effective  Date, to the effect that:

(i)      each individual who, as an officer or representative of the Administrative Agent, signed this Agreement, any Related Document or any other document or certificate delivered on or before the Effective  Date in connection with the transactions contemplated in this Agreement or in the Related Documents was at the respective times of such signing and delivery, and is as of the Effective  Date, duly elected or appointed, qualified, and acting as such officer or representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature;

(ii)     no event (including any act or omission on the part of the Administrative Agent) has occurred since the date of the good standing certificate

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referred to in paragraph (f) above that has affected the good standing of the Administrative Agent under the laws of the State of Delaware; and

(iii)    attached to such certificate are accurate copies of the organizational documents of the Administrative Agent, as in effect on the Effective  Date, and of the resolutions of the Administrative Agent and any required consent relating to the transactions contemplated in this Agreement and the Related Documents.

(h)          The initial Series 2007-B2 Holders shall have received a certificate, signed by any Controlling Trustee of WEST and dated the Effective  Date, to the effect that:

(i)      each individual who, as such Controlling Trustee or other representative of WEST, signed this Agreement, any Related Document, or any other document or certificate delivered on or before the Effective  Date in connection with the transactions contemplated in this Agreement or in the Related Documents, was at the respective times of such signing and delivery, and is as of the Effective  Date, duly elected or appointed, qualified, and acting as such Controlling Trustee or representative, and the signature of the individual appearing on the documents and certificates is such Controlling Trustee’s genuine signature; and

(ii)     no event (including any act or omission on the part of WEST) has occurred since the date of the good standing certificate referred to in paragraph (f) above that has affected the good standing of WEST under the laws of the State of Delaware.

(iii)    attached to such certificate are accurate copies of the trust agreement of WEST, as in effect on the Effective  Date, and of the resolutions of WEST, and of any required consent relating to the transactions contemplated in this Agreement and the Related Documents.

(i)           The initial Series 2007-B2 Holders shall have received from the Secretary or other authorized officer of WEST Funding, in the officer’s individual capacity, a certificate, dated the Effective  Date, to the effect that:

(i)      each individual who, as an officer or representative of WEST Funding, signed any Related Document or any other document or certificate delivered on or before the Effective  Date in connection with the transactions contemplated in the Related Documents, was at the respective times of such signing and delivery, and is as of the Effective  Date, duly elected or appointed, qualified, and acting as such officer or representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature; and

(ii)     no event (including any act or omission on the part of WEST Funding) has occurred since the date of the good standing certificate referred to in paragraph (f) above that has affected the good standing of WEST Funding under the laws of  the State of Delaware; and

(iii)    attached to such certificate are accurate copies of the relevant organizational documents of WEST Funding, as in effect on the Effective  Date, and of

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the resolutions of WEST Funding, and of any required consent relating to the transactions contemplated in the Related Documents.

(j)       The initial Series 2007-B2 Holders shall have received from Thomas C. Nord, in his capacity as General Counsel of the Administrative Agent, and Pillsbury Winthrop Shaw Pittman LLP, in its capacity as special New York counsel for the Administrative Agent, WEST and WEST Funding, an opinion or opinions, dated the Effective  Date and addressed to the Series 2007-B2 Holders, addressing corporate/entity matters, enforceability, security interest, tax and securities law matters, that is or are in form and substance reasonably acceptable to the initial Series 2007-B2 Holders.

(k)      The initial Series 2007-B2 Holders shall have received from Pillsbury Winthrop Shaw Pittman LLP, in its capacity as special bankruptcy counsel for Willis, WEST and WEST Funding, an opinion, dated the Effective Date and addressed to the Indenture Trustee, the Security Trustee and the Series 2007-B2 Holders, addressing substantive consolidation with respect to WEST and its subsidiaries and Willis, in each case under the U.S. federal bankruptcy law, that is in form and substance acceptable to the initial Series 2007-B2 Holders.

(l)       The initial Series 2007-B2 Holders shall have received from Seward & Kissel, LLP, in its capacity as special New York counsel for the Indenture Trustee, an opinion or opinions, dated the Effective Date and addressed to the Series 2007-B2 Holders, addressing corporate/entity and enforceability matters, that is or are in form and substance reasonably acceptable to the initial Series 2007-B2 Holders.

(m)     The initial Series 2007-B2 Holders shall have received from McCann Fitzgerald, in its capacity as special Irish counsel for WEST Engine Funding (Ireland) Limited, an opinion, dated the Effective Date and addressed to the Series 2007-B2 Holders, addressing corporate/entity and enforceability matters, that is in form and substance reasonably acceptable to the initial Series 2007-B2 Holders.

(n)     The initial Series 2007-B2 Holders shall have received from Morris, James, Hitchens & Williams LLP, in its capacity as special Delaware counsel for WEST and WEST Funding, an opinion or opinions, dated the Effective  Date and addressed to the Series 2007-B2 Holders, addressing Delaware entity  and security interest perfection matters, that is in form and substance reasonably acceptable to the initial Series 2007-B2 Holders.

(o)     The Series 2007-B2 Notes shall have been rated by Moody’s and Fitch not less than “Baa3” and “BBB”, respectively, and such ratings shall not have been rescinded.

(p)     The Series 2007-B2 Related Documents shall have been duly executed and delivered by the parties thereto.

(q)     The Series 2007-B2 Notes shall have been executed by WEST and authenticated by the Indenture Trustee.

(r)      All proceedings in connection with the transactions contemplated by this Agreement and the other Series 2007-B2 Related Documents shall be satisfactory in form and substance to the initial Series 2007-B2 Holders.

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(s)                  WEST shall have paid all costs and expenses incurred in connection with the issuance of the Series 2007-B2 Notes.

Section 3.02.                              Conditions Precedent to Obligations of Series 2007-B2 Holders to Make Series 2007-B2 Loans on and after Effective Date .  The obligations of the Series 2007-B2 Holders to make Series 2007-B2 Loans on any Funding Date after the Effective Date are subject to the following conditions precedent:

(a)                  Funding Request .  WEST shall have delivered a Funding Request to the Series 2007-B2 Holders (with a copy to the Indenture Trustee) in respect of such Series 2007-B2 Loans at least three (3) Business Days prior to the applicable Funding Date (or such shorter period as may be agreed by the Series 2007-B2 Holders and the Indenture Trustee).

(b)                 Certificate.  Each of the following shall be true, and the Indenture Trustee shall have received a certificate substantially in the form of Exhibit B hereto signed and delivered by any Controlling Trustee stating that:

(i)                   the representations and warranties of WEST contained in this Agreement are true and correct on and as of such Funding Date, as though made on and as of such date;

(ii)                WEST has performed all agreements contained in the Series 2007-B2 Related Documents to be performed on its part at or prior to such Funding Date;

(iii)             as of such Funding Date, no Event of Default has occurred or is continuing, and no fact, condition or event exists or has occurred which would, upon the giving of notice or the passage of time or both, constitute an Event of Default, unless Holders representing one hundred percent (100%) of the Outstanding Principal Balance of the Series 2007-B2 Notes and Series 2007-A2 Notes have waived the occurrence of each and every Event of Default that has occurred or would occur;

(iv)            on such Funding Date, Series 2007-A2 Loans are also being made by the Series 2007-A2 Holders under the Series 2007-A2 Note Purchase Agreement in an amount that shall reduce the aggregate Maximum Commitments of the Series 2007-A2 Holders under the Series 2007-A2 Note Purchase Agreement proportionately to the reduction of the Maximum Commitments of the Series 2007-B2 Holders under this Agreement;

(v)               as of such Funding Date, no Conversion Event has occurred, unless Holders representing one hundred percent (100%) of the Outstanding Principal Balance of the Series 2007-B2 Notes and Series 2007-A2 Notes have waived the occurrence of each and every Conversion Event as provided in Section 2.03(g) of the Series 2007-B2 Supplement;

(vi)            before and after giving effect to the Series 2007-B2 Loans to be made on such Funding Date, no Early Amortization Event has occurred or would occur, unless Holders representing one hundred percent (100%) of the Outstanding Principal Balance

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of the Series 2007-B2 Notes and Series 2007-A2 Notes have waived the occurrence of each and every Early Amortization Event that has occurred or would occur;

(vii)         before and after giving effect to the Series 2007-B2 Loans to be made on such Funding Date, no Servicer Termination Event has occurred or would occur, unless Holders representing one hundred percent (100%) of the Outstanding Principal Balance of the Series 2007-B2 Notes and Series 2007-A2 Notes have waived the occurrence of each and every Servicer Termination Event that has occurred or would occur;

(viii)      before and after giving effect to the Series 2007-B2 Loans to be made on such Funding Date, the aggregate Outstanding Principal Balance of the Series 2007-B2 Notes has not and will not exceed the aggregate Maximum Principal Balances of the Series 2007-B2 Notes or aggregate Maximum Commitments of the Series 2007-B2 Holders;

(ix)              before and after giving effect to the Series 2007-B2 Loans to be made on such Funding Date and the acquisition of any Additional Engine with the proceeds thereof on the Funding Date, no Junior Borrowing Base Deficiency exists or would exist;

(x)                 before and after giving effect to the Series 2007-A2 Loans and Series 2007-B2 Loans to be made on such Funding Date and the acquisition of any Additional Engine with the proceeds thereof on the Funding Date, no Maximum Borrowing Base Deficiency exists or would exist; and

(xi)              no proceeding is pending which would prohibit the making of such Series 2007-B2 Loans on such Funding Date.

(c)   Administrative Agent Certificate .  The Administrative Agent shall have signed and delivered to the Indenture Trustee and the Series 2007-B2 Holders, and the Indenture Trustee and the Series 2007-B2 Holders shall have received, a certificate substantially in the form of Exhibit C hereto to the effect that:

(i)                   the Outstanding Principal Balance under the Series A Notes (after giving effect to the proposed Series 2007-A2 Loans on such Funding Date) will not exceed the Senior Borrowing Base (calculated after giving effect to the acquisition of such Engine),

(ii)                the Outstanding Principal Balance under the Series B Notes (after giving effect to the proposed Series 2007-B2 Loans on such Funding Date) will not exceed the Junior Borrowing Base and complies with the requirements therefor set forth in the Indenture and the Series 2007-B2 Supplement; and

(iii)             If the proceeds of the Series 2007-B2