{"id":41232,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-sale-agreement-raytheon-co-bank-of-america.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-sale-agreement-raytheon-co-bank-of-america","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/purchase-and-sale-agreement-raytheon-co-bank-of-america.html","title":{"rendered":"Purchase and Sale Agreement &#8211; Raytheon Co., Bank of America NT&#038;SA, The Chase Manhattan Bank, Citibank NA and Credit Suisse First Boston"},"content":{"rendered":"<pre>                AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT\n\n                                      among\n\n                      RAYTHEON AIRCRAFT CREDIT CORPORATION,\n\n                                   as Servicer\n\n                   RAYTHEON AIRCRAFT RECEIVABLES CORPORATION,\n\n                                    as Seller\n\n                        THE PURCHASERS REFERRED TO HEREIN\n\n             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,\n\n               as Managing Facility Agent and Documentation Agent\n\n             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,\n\n                                       and\n\n                            THE CHASE MANHATTAN BANK,\n\n                as Co-Administrative Agents and Co-Lead Arrangers\n\n                            THE CHASE MANHATTAN BANK,\n\n                              as Syndication Agent\n\n                                 CITIBANK, N.A.\n\n                                       and\n\n                           CREDIT SUISSE FIRST BOSTON,\n\n                            as Co-Syndication Agents\n\n                                       and\n\n                  EACH ADMINISTRATIVE AGENT REFERRED TO HEREIN\n\n                           Dated as of March 18, 1999\n\n \n                                       2\n\n                  AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of\nMarch 18, 1999, among RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas\ncorporation (the \"Seller\"), RAYTHEON AIRCRAFT CREDIT CORPORATION (\"Raytheon\nCredit\"), as Servicer (as defined herein), the financial institutions and\nspecial purpose corporations from time to time parties to this Agreement (the\n\"Purchasers\"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as\nManaging Facility Agent for the Purchasers (in such capacity, the \"Managing\nFacility Agent\"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and THE\nCHASE MANHATTAN BANK, as Co-Administrative Agents for the Purchasers (in such\ncapacity, a \"Co-Administrative Agent\"), THE CHASE MANHATTAN BANK, as Syndication\nAgent (in such capacity, the \"Syndication Agent\"), CITIBANK, N.A. and CREDIT\nSUISSE FIRST BOSTON, as Co-Syndication Agents (in such capacity, a\n\"Co-Syndication Agent\") and each Administrative Agent referred to herein.\n\n                              W I T N E S S E T H :\n\n         WHEREAS, the Seller, Raytheon Credit and certain of the Purchasers\nherein are parties to the Purchase and Sale Agreement dated as of March 20, 1997\n(as heretofore amended, supplemented or otherwise modified, the \"1997\nAgreement\") pursuant to which such Purchasers have agreed to purchase, and have\npurchased, certain Receivables from the Seller;\n\n         WHEREAS, the parties hereto desire to amend the 1997 Agreement to,\namong other things, provide for the addition of certain parties in their\nrespective agency capacities described herein, modify certain of the\nconcentration limits provided in the 1997 Agreement and extend the Expiration\nDate;\n\n         WHEREAS, certain of the Purchasers under the 1997 Agreement (the\n\"Withdrawing Purchasers\") desire to sell their undivided interests in the\nReceivables purchased thereunder and to terminate their respective Commitments\nunder the 1997 Agreement on the Amendment Effective Date;\n\n         WHEREAS, the Purchasers under the 1997 Agreement other than the\nWithdrawing Purchasers (the \"Extending Purchasers\") desire to extend the\nExpiration Date;\n\n         WHEREAS, certain new financial institutions and special purpose\ncorporations (such other financial institutions and corporations, the \"New\nPurchasers\") desire to become \"Purchasers\" under the 1997 Agreement as amended\nand restated hereby;\n\n         WHEREAS, each of the Extending Purchasers and the New Purchasers\ndesires to extend, increase or decrease its Commitment such that, on the\nAmendment Effective Date, the Commitment of each such Purchaser will be as shown\non Annex A hereto opposite the name of such Purchaser; and\n\n         WHEREAS, the parties hereto desire to restate the 1997 Agreement as so\namended, modified and supplemented, in its entirety;\n\n         NOW THEREFORE, in consideration of the premises and mutual covenants\nherein contained, the parties hereto hereby agree as follows:\n\n \n                                       3\n\n                             SECTION 1. DEFINITIONS\n\n     1.1 Defined Terms. As used in this Agreement, the following terms shall\nhave the following meanings:\n\n     \"Acceptable L\/C Issuer\": a financial institution whose senior long-term\nunsecured debt is rated at least A and A2 by S&amp;P and Moody's, respectively, if\nrated by both such agencies, or at least A or A2 by S&amp;P or Moody's respectively,\nif rated by only one such agency, or if such senior, long-term, unsecured debt\nis not rated, is issued by a bank whose long-term deposits are rated at least A+\nand A1 by S&amp;P and Moody's, respectively, if rated by both such agencies, or A+\nor A1 by S&amp;P or Moody's, respectively, if rated by only one such agency.\n\n     \"Accrual Period\": (i) with respect to any Settlement Date, the period from\nand including the preceding Settlement Date (or, with respect to the initial\nAccrual Period, from the Closing Date) to but excluding such Settlement Date and\n(ii) a Special Settlement Date Accrual Period.\n\n     \"Administrative Agent\": the collective reference to the Managing Facility\nAgent and the Old Administrative Agent, each in its role as administrative agent\nhereunder.\n\n     \"Affiliate\": as to any Person, (a) any other Person which, directly or\nindirectly, is in control of, is controlled by, or is under common control with,\nsuch Person or (b) any other Person who is a director, officer, partner or\nshareholder of such Person who, in the case of partners and shareholders, owns,\ndirectly or indirectly, 10% or more of the voting securities (i) of such Person,\n(ii) of any Subsidiary of such Person or (iii) of any Person described in the\npreceding clause (a). For purposes of this definition, \"control\" of a Person\nmeans the power, directly or indirectly, either to (i) vote 10% or more of the\nsecurities having ordinary voting power for the election of directors of such\nPerson or (ii) direct or cause the direction of the management and policies of\nsuch Person, whether by contract or otherwise.\n\n     \"Affiliate Obligor\": each Affiliate of Raytheon Credit obligated to make\npayments in respect of a Receivable; provided that, such Affiliate is a special\npurpose entity created solely for the purpose of entering into Applicable Leases\nand does not and is not expected to own any assets or incur any liabilities\nexcept in connection with the performance of its obligations under the Contracts\npursuant to which it acquires Aircraft and the Applicable Leases of such\nAircraft.\n\n     \"Affiliate Receivable\": a Receivable created pursuant to a Contract (as\ndescribed in clause (i) of the definition thereof) between Raytheon Credit and\nan Affiliate Obligor located (within the meaning of Section 9-103 of the New\nYork UCC) within the United States which Receivable (i) is created in connection\nwith the acquisition by such Affiliate Obligor of an Aircraft which is leased by\nsuch Affiliate Obligor, as lessor, to an Unaffiliated Foreign Lessee pursuant to\nan Applicable Lease and (ii) is secured by a Lien upon (x) such Aircraft and (y)\nsuch Unaffiliated Foreign Lessee's obligations under such Applicable Lease. In\naccordance with subsection 2.27, Affiliate Receivables may be categorized as\nCertified Foreign Receivables or Uncertified Foreign Receivables.\n\n \n                                       4\n\n     \"Aggregate Exposure\":\n\n(a)  at any time during the Revolving Period, an aggregate amount equal to the\n     Commitments in effect at such time and each Dissenting Purchaser's\n     Outstanding Purchase Price at such time; and\n\n(b)  at any time during the Amortization Period, an aggregate amount equal to\n     the Outstanding Purchase Price of each Purchaser (including each Dissenting\n     Purchaser) at such time.\n\n     \"Aggregate Repurchase Obligation\": at any time, the sum of the Repurchase\nObligation and the RAC Repurchase Obligation.\n\n     \"Agreement\": this Amended and Restated Purchase and Sale Agreement, as\namended, supplemented or otherwise modified from time to time.\n\n     \"Aircraft\": the collective reference to Commuter Aircraft and General\nAviation Aircraft. When used in connection with a Travel Air Receivable,\n\"Aircraft\" shall mean the related Obligor's undivided interest in the applicable\nAircraft.\n\n     \"Aircraft Accessories\": any of the items listed in clause (ii) of the\ndefinition of Commuter Aircraft and General Aviation Aircraft, as applicable.\n\n     \"Amendment Accrual Period\":  as defined in Section 5.3.\n\n     \"Amendment Effective Date\":  as defined in Section 5.1.\n\n     \"Amortization Event\": any of the events described in subsection 8.1,\nwhether or not any of the actions referred to in subsection 8.2 have been taken.\n\n     \"Amortization Period\": the period beginning on the first day after the\ntermination of the Revolving Period and ending on the earlier of (i) the day the\nOutstanding Purchase Price is reduced to zero as a result of the application of\nCollections and other payments and (ii) the day on which the Principal Balance\nof all Purchased Receivables has been reduced to zero as a result of Collections\nand Net Recoveries.\n\n     \"Applicable Lease\": with respect to any Affiliate Receivable, a lease\ncontract (substantially in the form described in clause (ii) of the definition\nof Contract and which lease contract contains an option to purchase the related\nFinanced Aircraft by the Unaffiliated Foreign Lessee prior to the expiration of\nsuch lease contract) between the Affiliate Obligor and the Unaffiliated Foreign\nLessee, a Lien upon which secures the repayment of such Affiliate Receivable.\n\n     \"Applicable Margin\": (a) for each Purchaser (other than a Dissenting\nPurchaser) during the Revolving Period, a rate per annum equal to 0.50% plus the\nRating Adjustment, if any, and (b) for each 12-month period following (i) the\ncommencement of the Amortization Period and (ii) for each Dissenting Purchaser,\nthe commencement of amortization of such Dissenting Purchaser's Outstanding\nPurchase Price pursuant to Section 2.8(b) (each 12-month period in clauses (i)\nand (ii), a \"Year\"), the rate per annum set forth for such Year below plus the\nRating Adjustment, if any:\n\n \n                                       5\n\n         Years                                      Margin\n\n         One through three                           0.50%\n         Four through six                            0.55%\n         Seven through ten                           0.65%\n         Eleven                                      0.80%\n         Twelve                                      0.95%\n         Thirteen                                    1.10%\n         Thereafter                                  1.25%\n\n     \"Applicable Settlement Date\": as defined in the definition of \"Ineligible\nReceivable\".\n\n     \"Assignment\": an assignment, substantially in the form of Exhibit A-1 with\nappropriate insertions and attachments, executed by the Seller or an Affiliate\nObligor, as the case may be, and delivered to the Managing Facility Agent or the\nSeller, as the case may be, with respect to each purchase or substitution.\n\n     \"Available Commitment\": as to any Purchaser at any time, an amount equal to\nthe excess, if any, of (a) the amount of such Purchaser's Commitment over (b)\nthe product of such Purchaser's Available Commitment Percentage multiplied by\nthe aggregate Outstanding Purchase Price (excluding any Dissenting Purchaser's\nOutstanding Purchase Price at such time).\n\n     \"Available Commitment Percentage\": as to any Purchaser at any time, a\nfraction the numerator of which is the Commitment of such Purchaser at such time\nand the denominator of which is the aggregate Commitments at such time.\n\n     \"Aviation Act\": the Federal Aviation Act of 1958, as amended, and all\napplicable rules and regulations thereunder.\n\n     \"Bailee\": any Person (other than the Administrative Agent and the Seller)\nwhich enters a Bailment Agreement.\n\n     \"Bailment Agreement\": each agreement, substantially in the form of Exhibit\nF-1 or F-2 with such changes thereto as are reasonably satisfactory in form and\nsubstance to the Managing Facility Agent, among an Administrative Agent, the\nSeller and the Person therein designated, which Person shall be acceptable to\nthe Managing Facility Agent in its reasonable discretion, to maintain custody,\nas the bailee of the Administrative Agent and the Purchasers, of the letter of\ncredit related to each L\/C Receivable sold or substituted hereunder on the terms\nand subject to the conditions set forth therein, as any of the same may be\namended, supplemented or otherwise modified from time to time.\n\n     \"Base Rate\": for any day, the higher of (a) 0.50% per annum above the\nlatest Federal Funds Rate and (b) the rate of interest in effect for such day as\npublicly announced from time to time by Bank of America National Trust and\nSavings Association in San Francisco, California, as its\"reference rate\". The\n\"reference rate\" is a rate set by Bank of America National Trust and Savings\nAssociation based upon various factors including Bank of America National Trust\nand Savings Association's costs and desired return, general economic conditions\n\n \n                                       6\n\nand other factors, and is used as a reference point for pricing some loans,\nwhich may be priced at, above, or below such announced rate. Any change in the\nreference rate announced by Bank of America National Trust and Savings\nAssociation shall take effect at the opening of business on the day specified in\nthe public announcement of such change.\n\n     \"Benefitted Purchaser\":  as defined in subsection 11.7(a).\n\n     \"Business Day\": a day other than a Saturday, Sunday or other day on which\ncommercial banks in New York, New York, Wichita, Kansas, Boston, Massachusetts\nor San Francisco, California are authorized or required by law to close.\n\n     \"Buyout Amount\":  as defined in subsection 2.8(b)(iii).\n\n     \"Cash Collateral Account\":  as defined in subsection 2.14(c)(i).\n\n     \"Cash Equivalents\": (a) securities issued or directly and fully guaranteed\nor insured by the United States Government or any agency or instrumentality\nthereof having maturities not later than the Settlement Date following the date\nof acquisition, (b) certificates of deposit and eurodollar time deposits with\nmaturities not later than the Settlement Date following the date of acquisition,\nbankers' acceptances with maturities not later than the Settlement Date\nfollowing the date on which such investment is made and overnight bank deposits,\nin each case, with any commercial bank (i) the short-term indebtedness of which\nis rated at least A-1 or P-1 by S&amp;P or Moody's, respectively, and (ii) with\ncapital and surplus in excess of $500,000,000, (c) repurchase obligations with a\nterm of not more than seven days for underlying securities of the types\ndescribed in clauses (a) and (b) entered into with any financial institution\nmeeting the qualifications specified in clause (b) above, and (d) commercial\npaper rated at least A-1 or P-1 by S&amp;P or Moody's, respectively, and in each\ncase with maturities not later than the Settlement Date following the date of\nacquisition.\n\n     \"Cash Flow Cutoff Date\": as of any Settlement Date and with respect to any\nExtended Term Receivable, (i) so long as no Rating Event has occurred and is\ncontinuing, the date which is thirteen years after such Settlement Date and (ii)\nduring the continuation of a Rating Event, the date which is ten years after\nsuch Settlement Date.\n\n     \"Certified Foreign Receivable\": each Affiliate Receivable and each Foreign\nReceivable (i) in the case of a Foreign Receivable which is not a Lease\nReceivable, (x) in respect of which the obligations of the related Obligor are\nsecured by a Lien on the related Contract and Financed Aircraft in compliance\nwith subsections 5.2(e)(ii) and (vii), (y) which has been so designated as a\nCertified Foreign Receivable in compliance with subsection 2.27 and (z) in\nrespect of which the Seller has satisfied the conditions specified in subsection\n5.2 (including subsection 5.2(e)), (ii) in the case of a Foreign Receivable\nwhich is a Lease Receivable (including a Registerable Lease Receivable with a\nForeign Obligor) (x) in respect of which the obligations of the related Obligor\nare secured by a Lien on the related Contract and Financed Aircraft in\ncompliance with subsections 5.2(e)(iii), (iv) and (vii), (y) which has been so\n\n \n                                       7\n\ndesignated as a Certified Foreign Receivable in compliance with subsection 2.27\nand (z) in respect of which the Seller has satisfied the conditions specified in\nsubsection 5.2 (including subsection 5.2(e)) and (iii) in the case of an\nAffiliate Receivable (x) in respect of which the obligations of the related\nObligor are secured by a Lien on the related Contract and Financed Aircraft in\ncompliance with subsections 5.2(e)(vi) and (vii), (y) which has been so\ndesignated as a Certified Foreign Receivable in compliance with subsection 2.27\nand (z) in respect of which the Seller has satisfied the conditions specified in\nsubsection 5.2 (including subsection 5.2(e)).\n\n     \"Certified Opinion Delivery Date\":  as defined in subsection 2.27(c).\n\n     \"Closing Date\":  March 24, 1997.\n\n     \"Code\":  the Internal Revenue Code of 1986, as amended from time to time.\n\n     \"Collateral\":  as defined in subsection 11.11(b).\n\n     \"Collection Account\":  as defined in subsection 2.14(a).\n\n     \"Collections\": with respect to any Purchased Receivable, all cash\ncollections (including, without limitation, Principal Collections, Finance\nCharge Collections and other payments (including penalties, if any)), rent paid\nunder any Contract (whether as Principal Collections or Finance Charge\nCollections), all security deposits (including, without limitation, any engine\nreserve account), any payments pursuant to guarantees and all amounts paid by\nany Obligor or Unaffiliated Foreign Lessee upon the exercise of any purchase\noption under any Contract (including any amounts financed by the Seller), the\namount of drawings under a letter of credit related to such Purchased\nReceivable, any insurance paid in respect of an Exim Bank Receivable, any\ncurtailment payments made by an Obligor in respect of a Wholesale Receivable,\nand any other cash proceeds of any Purchased Receivable or proceeds of such\nPurchased Receivable, including, without limitation, any proceeds from\nrealization upon collateral (including, without limitation, any Financed\nAircraft, Applicable Lease, insurance proceeds, letters of credit, security\ndeposits, curtailment payments, indemnity payments or any other cash payments\nunder or with respect to the related Contract) and any amounts withdrawn from\nthe Cash Collateral Account pursuant to subsection 2.14(c).\n\n     \"Commitment\": as to any Purchaser, the obligation of such Purchaser to\npurchase undivided interests in Eligible Receivables from the Seller in an\namount at any one time outstanding not to exceed the amount set forth opposite\nsuch Purchaser's name on Schedule I, as reduced from time to time in accordance\nwith the terms hereof; as to all the Purchasers on the Amendment Effective Date,\nnot to exceed an aggregate amount of $2,700,000,000.\n\n     \"Commitment Fee\":  as defined in subsection 2.17(d).\n\n     \"Commitment Percentage\":\n\n(a)  at any time during the Revolving Period and as to any Purchaser other than\n     a Dissenting Purchaser, a fraction, the numerator of which is the\n     Commitment of such Purchaser in effect at such time and the denominator of\n     which is equal to the Aggregate Exposure at such time;\n\n \n                                       8\n\n(b)  at any time during the Revolving Period and as to a Dissenting Purchaser, a\n     fraction, the numerator of which is the Outstanding Purchase Price of such\n     Dissenting Purchaser at such time and the denominator of which is equal to\n     the Aggregate Exposure at such time; and\n\n(c)  at any time during the Amortization Period and as to any Purchaser,\n     including a Dissenting Purchaser, a fraction the numerator of which is\n     equal to the Outstanding Purchase Price of such Purchaser at such time and\n     the denominator of which is equal to the Aggregate Exposure at such time.\n\n     \"Commitment Transfer Supplement\": a Commitment Transfer Supplement,\nsubstantially in the form of Exhibit D.\n\n     \"Commonly Controlled Entity\": with respect to a Person, an entity, whether\nor not incorporated, which is under common control with such Person within the\nmeaning of Section 4001 of ERISA or is part of a group which includes such\nPerson and which is treated as a single employer under Section 414 of the Code.\n\n     \"Commuter Aircraft\": the Models 1300, 1900 and 99 Beechcraft manufactured\nby RAC and comparable general aviation aircraft used for commuter airline\npurposes manufactured by any other Person including, in all cases, without\nlimitation, (i) any and all airframes, engines, (including, without limitation,\nany replacement or substituted engines) and avionics, equipment and accessories\nat any time attached to, connected with or located in any such aircraft and, to\nthe extent covered by the recording system of the Aviation Act, all logs,\nmanuals and maintenance records with respect thereto and (ii) any and all\navionics, equipment and accessories removed from any Aircraft and, to the extent\nnot covered by the recording system of the Aviation Act, all logs, manuals and\nmaintenance records.\n\n     \"Commuter Receivable\": a Receivable the Obligor of which owns and operates\na commuter airline.\n\n     \"Concentration Account\": as defined in subsection 2.14(b).\n\n     \"Concentration Receivables\":  as defined in subsection 2.7(b).\n\n     \"Consolidated Capitalization\": at a particular date, the sum of\nConsolidated Debt and Consolidated Net Worth at such date.\n\n     \"Consolidated Debt\": at a particular date, all amounts which would be\nincluded as indebtedness (including capitalized leases) on a consolidated\nbalance sheet of Raytheon and its consolidated Subsidiaries, determined in\naccordance with GAAP.\n\n     \"Consolidated EBIT\": for any period, the sum of (a) Consolidated Net Income\nfor such period and (b) the aggregate amounts deducted in determining\nConsolidated Net Income in respect of (i) Consolidated Net Interest Expense for\nsuch period and (ii) income taxes of Raytheon and its consolidated Subsidiaries\nfor such period determined in accordance with GAAP.\n\n \n                                       9\n\n     \"Consolidated Net Income\": for any period, the consolidated net income (or\ndeficit) of Raytheon and its consolidated Subsidiaries for such period,\ndetermined in accordance with GAAP; provided that (i) for the fiscal quarter of\nRaytheon and its consolidated Subsidiaries ending December 31, 1997, such\nConsolidated Net Income shall be increased by $327,100,000 representing a\nrestructuring charge taken in connection with Raytheon's acquisition of Hughes\nAircraft Company and (ii) for the fiscal quarter of Raytheon and its\nconsolidated Subsidiaries ending September 30, 1998, such Consolidated Net\nIncome shall be increased by $284,000,000 representing restructuring charges and\na write-down in investments taken in such fiscal quarter.\n\n     \"Consolidated Net Interest Expense\": for any period, net interest expense\nof Raytheon and its consolidated Subsidiaries for such period, determined in\naccordance with GAAP.\n\n     \"Consolidated Net Worth\": at a particular date, all amounts which would, in\nconformity with GAAP, be included under stockholders' equity on a consolidated\nbalance sheet of Raytheon and its consolidated Subsidiaries at such date.\n\n     \"Contract\": with respect to a Receivable, the collective reference to (a)\nthe promissory notes, security agreements, leases, financing and security\nagreements, contracts, documents and instruments between the Seller and the\nObligor thereon on the Seller's standard form therefor (as in effect on the\nClosing Date) or such other forms as shall contain substantially similar\nprovisions to such standard forms, pursuant to which the Seller has (i) lent the\nObligor funds to purchase an Aircraft or, in the case of the Travel Air\nReceivables, an undivided interest therein, and the Obligor has agreed to make\ninstallment payments in respect of such purchase, or (ii) leased an aircraft or,\nin the case of the Travel Air Receivables, an undivided interest therein; to the\nObligor, in each case, as amended, supplemented or otherwise modified from time\nto time and (b) upon the occurrence of an event of the type described in\nsubsection 8.1(j) affecting the Seller, each and every promissory note, security\nagreement, lease, financing and security agreement, contract, document and\ninstrument executed in replacement or supersession of another Contract described\nin clause (a) with the same Obligor, or executed upon extension, modification or\namendment of such Contract, whether in connection with an agreement pursuant to\nSection 1110 of the Bankruptcy Code (11 USC ss. 1110) or otherwise. Whenever\nused in connection with any Purchased Receivables, unless the context otherwise\nrequires \"Contract\" shall include any Applicable Lease securing the obligations\nof the Affiliate Obligor under such Purchased Receivable.\n\n     \"Contractual Obligation\": as to any Person, any provision of any security\nissued by such Person or of any agreement, instrument or other undertaking to\nwhich such Person is a party or by which it or any of its property is bound.\n\n     \"Current Receivable\":  as defined in subsection 2.13(f).\n\n     \"Credit and Collection Policy\": those credit and collection policies and\npractices of the Seller and the Servicer existing on the Closing Date relating\nto the Receivables (including, without limitation, policies relating to\nwriteoffs of Receivables and policies and practices maintained by the Seller's\nor the Servicer's computer system and policies set forth in the form previously\ndelivered to the Purchasers, as modified from time to time in accordance with\nsubsection 7.1(c).\n\n \n                                       10\n\n     \"Dealer\": any independent dealer or Affiliate of Raytheon Credit which\nmarkets and sells Aircraft.\n\n     \"Debt Rating\": at any date of determination, Raytheon's long-term unsecured\nsenior debt rating, determined in accordance with the following:\n\n(i)   if on any date on which a Debt Rating is to be determined, only two of\n      Moody's, S&amp;P and Duff are providing long-term unsecured senior debt\n      ratings for Raytheon and such ratings are no more than one rating level\n      apart (e.g., the difference between B and B+ being one rating level), the\n      Debt Rating will be the lower of such ratings;\n\n(ii)  if on any date on which a Debt Rating is to be determined, only two of\n      Moody's, S&amp;P and Duff are providing long-term unsecured senior debt\n      ratings for Raytheon but such ratings are more than one rating level\n      apart, the Debt Rating will be one rating level higher than the lower of\n      such ratings so provided;\n\n(iii) if on any date on which a Debt Rating is to be determined, each of\n      Moody's, S&amp;P and Duff is providing long-term unsecured senior debt ratings\n      for Raytheon, the Debt Rating will be the lower of the two highest of the\n      three ratings so provided; and\n\n \n                                       11\n\n(iv) if on any date on which a Debt Rating is to be determined, only one of\n     Moody's, S&amp;P and Duff is providing a long-term unsecured senior debt rating\n     for Raytheon, the Debt Rating will be Raytheon's long-term unsecured senior\n     debt rating as provided by such rating agency.\n\n     A debt rating shall be deemed to be in effect on the date of announcement\nor publication by the applicable rating agency. References in this Agreement to\nalphabetical rating classifications are references to the S&amp;P\/Moody's ratings.\nFor purposes of clauses (i), (ii), (iii) and (iv) above, the ratings of Duff\nshall be the rating provided by Duff which is comparable to the S&amp;P alphabetical\nclassification. Notwithstanding the foregoing, the Seller and the Required\nPurchasers may at any time and from time to time agree to utilize a rating\nagency other than Moody's, S&amp;P or Duff to determine the Debt Rating, in which\ncase the Debt Rating shall be such levels as quoted by such rating agencies as,\nin each case, the Seller and the Purchasers, by unanimous consent, shall agree.\n\n     \"Debt Ratio\": at a particular date, the ratio of Consolidated Debt at such\ndate to Consolidated Capitalization at such date.\n\n     \"Default Rate\":  as defined in subsection 2.17(c).\n\n     \"Defaulted Applicable Lease\": an Applicable Lease (i) as to which any\npayment thereon or part thereof remains unpaid by the Unaffiliated Foreign\nLessee thereon for (x) 120 days in the case of a GA Receivable or (y) 150 days\nin the case of a Commuter Receivable, from, in each case, the original due date\nfor such payment by such Unaffiliated Foreign Lessee, (ii) as to which the\nUnaffiliated Foreign Lessee thereof has taken or suffered any action of the type\ndescribed in subsection 8.1(j) with respect to such Person or (iii) which,\nconsistent with the Credit and Collection Policy, would be written off the\nSeller's books as uncollectible.\n\n     \"Defaulted Receivable\": a Receivable, (i) in the case of a GA Receivable or\na Travel Air Receivable, as to which any payment on such Receivable or part\nthereof remains unpaid by the Obligor thereon for 120 days from the original due\ndate for such payment by such Obligor, (ii), in the case of a Commuter\nReceivable, as to which any payment on such Receivable or part thereof remains\nunpaid by the Obligor thereon for 150 days from the original due date for such\npayment by such Obligor, (iii) in the case of a Wholesale Receivable, as to\nwhich any payment on such Receivable or part thereof remains unpaid by the\nObligor thereon for 60 days from the original due date for such payment by such\nObligor, (iv) in the case of an Affiliate Receivable, as to which the Applicable\nLease related thereto is a Defaulted Applicable Lease or (v) any Receivable as\nto which the Obligor thereof has taken or suffered any action of the type\ndescribed in subsection 8.1(j) with respect to such Obligor or which, consistent\nwith the Credit and Collection Policy, would be written off the Seller's books\nas uncollectible.\n\n     \"Delinquent Receivable\": an Eligible Receivable a payment under which is\nmore than 90 days past due from the original due date therefor, but which is not\notherwise a Defaulted Receivable.\n\n     \"Discount Event\": any time when Raytheon's Debt Rating is lower than either\nBBB+\/Baa1.\n\n \n                                       12\n               \n     \"Dissenting Purchaser\":  as defined in subsection 2.8(b).\n\n     \"Domestic Wholesale Receivable\": a Receivable arising under a wholesale\nfinancing arrangement between Raytheon Credit and, as Obligor thereunder, a\nDealer which is located (within the meaning of Section 9-103 of the New York\nUCC) in the United States.\n\n     \"Duff\":  Duff &amp; Phelps Credit Rating Company.\n\n     \"Effective Date\":  as defined in Section 5.1 of the 1997 Agreement.\n                  \n     \"Eligible Applicable Lease\": (x) with respect to each Affiliate Receivable\nother than an Existing Affiliate Receivable, at the time of purchase or\nsubstitution of such Affiliate Receivable pursuant to this Agreement, an\nApplicable Lease related thereto:\n\n(a)  the Unaffiliated Foreign Lessee of which (i) is not an Affiliate of\n     Raytheon Credit or the Servicer, (ii) is not located in a Prohibited\n     Jurisdiction, (iii) is not, except to the extent permitted under subsection\n     2.7, a Governmental Authority unless the Affiliate Obligor, Raytheon Credit\n     and the Seller have complied with the requirements of each applicable\n     Requirement of Law pertaining to the assignment of accounts receivable the\n     obligor of which is a Governmental Authority, all in a manner satisfactory\n     to the Managing Facility Agent and the Required Purchasers in their\n     reasonable discretion and (iv) is not the Unaffiliated Foreign Lessee or\n     the Obligor, or an Affiliate of an Obligor or Unaffiliated Foreign Lessee,\n     on any Receivable or Applicable Lease which is a Defaulted Receivable or\n     Defaulted Applicable Lease, as appropriate;\n\n(b)  which is neither more than 30 days past due from the original due date\n     therefor nor otherwise a Defaulted Applicable Lease;\n\n(c)  which arose in the ordinary course of Raytheon Credit's business from\n     financing the retail purchase or lease financing of an Aircraft and relates\n     to an Aircraft which will be used for general aviation purposes or with\n     respect to the ownership and operation of a commuter airline, but not for\n     military purposes;\n\n(d)  which is subject only to adjustment for changes in payments in accordance\n     with the terms thereof resulting from changes in the interest rates\n     thereunder and the payment terms of which are identical to the payment\n     terms set forth in the related Affiliate Receivable;\n\n(e)  which is an \"account\" or a \"general intangible\" or which constitutes\n     \"chattel paper\" within the meaning of the UCC of the State of Kansas or the\n     law of the state where the Seller or the Servicer maintains the books,\n     records and documents with respect to such Receivable;\n\n(f)  which is denominated and payable only in United States dollars in the\n     United States;\n\n \n                                       13\n\n(g)  which (i) has been duly authorized by each party thereto (or, if any such\n     party is an individual, such party has the capacity to enter into) and each\n     of the parties thereto is in compliance therewith in all material respects,\n     (ii) was not originated with any conduct constituting fraud or a material\n     misrepresentation on the part of the Affiliate Obligor, Raytheon Credit or\n     the Seller, (iii) was not originated with any conduct constituting fraud or\n     a material misrepresentation by the Unaffiliated Foreign Lessee party\n     thereto of which Raytheon Credit, the Seller or the Affiliate Obligor\n     thereto knew or should have known based on the exercise of reasonable care,\n     (iv) constitutes the legal, valid and binding obligation of the\n     Unaffiliated Foreign Lessee thereof enforceable against such Unaffiliated\n     Foreign Lessee in accordance with its terms, except as enforceability may\n     be limited by applicable bankruptcy, insolvency, reorganization, moratorium\n     or similar laws affecting the enforcement of creditors' rights generally\n     and by general equitable principles (whether enforcement is sought by\n     proceedings in equity or at law), (v) contains enforceable provisions such\n     that the rights and remedies of the holder of the security interest created\n     therein are adequate for the realization of the benefits of such security\n     interest against the related Unaffiliated Foreign Lessee and the other\n     collateral therefor and (vi) if the engine for the related Financed\n     Aircraft has 750 or more rated takeoff horsepower (or the equivalent of\n     such horsepower), accurately describes the engines of such Financed\n     Aircraft as provided for in such Applicable Lease;\n\n(h)  which is not subject to any existing material dispute, offset, counterclaim\n     or defense whatsoever (including, but not limited to, breach of warranty)\n     of which Raytheon Credit, the Seller or the Servicer knows or should have\n     known;\n\n(i)  which does not, or at the time of lease of the Financed Aircraft did not,\n     contravene any Requirements of Law applicable thereto in any material\n     respect (including, without limitation, laws, rules and regulations\n     relating to truth in lending, fair credit billing, fair credit reporting,\n     equal credit opportunity, fair debt collection practices and privacy) and\n     with respect to which no party thereto is in violation of any such\n     Requirement of Law in any material respect;\n\n(j)  which was originated in accordance with the Credit and Collection Policy\n     and satisfied all requirements thereof;\n\n(k)  on which either at least one payment or a down payment (including a\n     trade-in) has been made prior to the Closing Date or the Settlement Date on\n     which the related Affiliate Receivable is purchased or substituted;\n\n(l)  the payment terms of which have not been modified other than (i) in\n     accordance with the Credit and Collection Policy and (ii) to an extent and\n     in an amount not in excess of the limitations specified in subsection\n     7.1(b)(iv)(x); and\n\n(m)  of which the Affiliate Obligor, at the time of transfer of the related\n     Affiliate Receivable to the Purchasers, has good and marketable title, free\n     and clear of any Lien other than any Permitted Receivable Lien; and\n\n \n                                       14\n\n(y)  with respect to any Existing Affiliate Receivable, at the date of its\n     purchase or substitution under the Existing Agreement pursuant to which\n     such Receivable was sold to the Old Administrative Agent, the Applicable\n     Lease related thereto was an \"Eligible Applicable Lease\" (as defined in\n     such applicable Existing Agreement) at such date.\n\n     \"Eligible Receivable\": (x) with respect to each Receivable other than an\nExisting Receivable, at the time of purchase or substitution pursuant to this\nAgreement, a Receivable:\n\n(a)  except with respect to an Affiliate Receivable, the Obligor of which is not\n     an Affiliate of Raytheon Credit, the Seller or the Servicer;\n\n(b)  except with respect to a Foreign Receivable, the Obligor of which is\n     located (within the meaning of Section 9-103 of the New York UCC) within\n     the United States and is a Citizen of the United States (as defined in the\n     Aviation Act); and, with respect to a Foreign Receivable, the Obligor of\n     which is not located in a Prohibited Jurisdiction;\n\n(c)  except with respect to an ExIm Bank Receivable and except as otherwise\n     permitted in subsection 2.7(a)(xii), the Obligor of which is not a\n     Governmental Authority unless each of Raytheon Credit and the Seller has\n     complied with the requirements of the Federal Assignment of Claims Act or\n     any other applicable Requirement of Law pertaining to the assignment of\n     accounts receivable the Obligor of which is a Governmental Authority, all\n     in a manner satisfactory to the Managing Facility Agent and the Required\n     Purchasers in their reasonable discretion; provided that if a Rating Event\n     has occurred and is continuing, any Affiliate Receivable in respect of\n     which the Unaffiliated Foreign Lessee under the related Applicable Lease is\n     any Governmental Authority other than a United States Federal Governmental\n     Authority shall not be eligible for purchase or substitution under this\n     Agreement regardless of any action taken by Raytheon Credit or the Seller\n     with respect to the assignment of such Applicable Lease;\n\n(d)  the Obligor of which is not the Obligor or an Affiliate of an Obligor on\n     any other Receivable which is a Defaulted Receivable;\n\n(e)  which is neither more than 30 days past due from the original due date\n     therefor nor otherwise a Defaulted Receivable;\n\n(f)  which arose in the ordinary course of Raytheon Credit's business from\n     financing the retail purchase or lease or, in the case of a Wholesale\n     Receivable, the wholesale purchase of an Aircraft and relates to an\n     Aircraft which will be used for general aviation purposes or in connection\n     with commuter airline operations, but not for military purposes, and which\n     was purchased by the Seller from Raytheon Credit pursuant to the\n     Intercompany Purchase Agreement in the ordinary course of the Seller's\n     business;\n\n \n                                       15\n\n(g)  with respect to GA Receivables, subject only to adjustment for changes in\n     payments in accordance with the related Contract resulting from changes in\n     the interest rates thereunder, (i) which, except as set forth in clause\n     (ii) below, is required to be paid in consecutive monthly installments or\n     is a Quarterly Receivable or a Semi-Annual Receivable or (ii) which is a\n     Nonstandard Receivable;\n\n(h)  which is an \"account\" or a \"general intangible\" or which constitutes\n     \"chattel paper\" within the meaning of the UCC of the State of Kansas or the\n     law of the state where the Seller or the Servicer maintains the books,\n     records and documents with respect to such Receivable;\n\n(i)  which is denominated and payable only in United States dollars in the\n     United States;\n\n(j)  which arises under a Contract which (i) has been duly authorized by each\n     party thereto (or, if any such party is an individual, such party has the\n     capacity to enter into) and each party thereto is in compliance therewith\n     in all material respects, (ii) was not originated with any conduct\n     constituting fraud or a material misrepresentation on the part of the\n     Seller or Dealer (if different from the Obligor thereto), (iii) was not\n     originated with any conduct constituting fraud or a material\n     misrepresentation by an Obligor party thereto of which the Seller or Dealer\n     (if different from the Obligor) knew or should have known based on the\n     exercise of reasonable care, (iv) constitutes the legal, valid and binding\n     obligation of the Obligor thereof enforceable against such Obligor in\n     accordance with its terms, except as enforceability may be limited by\n     applicable bankruptcy, insolvency, reorganization, moratorium or similar\n     laws affecting the enforcement of creditors' rights generally and by\n     general equitable principles (whether enforcement is sought by proceedings\n     in equity or at law), (v) except with respect to each L\/C Receivable,\n     contains enforceable provisions such that the rights and remedies of the\n     holder of the security interest created thereby are adequate for the\n     realization of the benefits of such security interest against the related\n     Financed Aircraft and the other collateral therefor and (vi) accurately\n     describes the engines, if any, of the related Financed Aircraft having 750\n     or more rated takeoff horsepower (or the equivalent of such horsepower) as\n     provided for in such Contract;\n\n(j)  (i) except with respect to a L\/C Receivable, a Lease Receivable, a Travel\n     Air Receivable and an Unsecured Receivable, which is secured by a valid and\n     perfected first priority security interest in favor of the Seller in the\n     Financed Aircraft related thereto (other than, in the case of GA\n     Receivables, any engines having less than 750 or more rated takeoff\n     horsepower, or its equivalent) and, with respect to an Affiliate\n     Receivable, in the related Applicable Lease, (ii) with respect to a\n     Registerable Lease Receivable and with respect to an ExIm Bank Receivable,\n     the related Financed Aircraft of which is registered with the FAA Registry\n     in the name of the Seller and relates to a Financed Aircraft in which the\n     Seller has a valid ownership interest, (iii) with respect to a Lease\n     Receivable which is not a Registerable Lease Receivable, the related\n     Financed Aircraft of which is registered in the name of the Seller in each\n     jurisdiction necessary to evidence the valid ownership interest of the\n     Seller in the Financed Aircraft related thereto and (iv) with respect to a\n     Travel Air Receivable, which is secured by a valid and perfected first\n     priority security interest in favor of the Seller in the Obligor's\n     undivided interest in the Financed Aircraft and Travel Air Contracts\n     related thereto;\"\n\n \n                                       16\n\n(l)  except with respect to a L\/C Receivable and an Unsecured Receivable, the\n     security or ownership interest, as the case may be, of Raytheon Credit in\n     the Financed Aircraft related thereto is assignable by Raytheon Credit and,\n     except as permitted under subsection 2.7(a)(x), has been so assigned as a\n     first priority security interest to the Seller and by the Seller to the\n     Administrative Agent for the ratable benefit of the Purchasers to secure\n     the obligations under the related Receivable and which Financed Aircraft is\n     subject to no other Liens other than Permitted Aircraft Liens; including\n     (i) except with respect to a Foreign Receivable (other than a Registerable\n     Lease Receivable with a Foreign Obligor), of which the security interest\n     granted by the Obligor in favor of Raytheon Credit and assigned to the\n     Seller and\/or, in the case of a Lease Receivable, by the Seller in favor of\n     the Administrative Agent (including, with respect to a Registerable Lease\n     Receivable, the security interest in the Financed Aircraft in favor of the\n     Administrative Agent) encumbering the related Financed Aircraft (other\n     than, for GA Receivables, Aircraft Accessories with respect thereto and\n     engines of such Financed Aircraft, if any, having a rated takeoff power of\n     750 horsepower or its equivalent) has been duly registered and recorded\n     with the FAA Registry, (ii) with respect to a Foreign Receivable (other\n     than a L\/C Receivable and a Lease Receivable with a Foreign Obligor) of\n     which the security interest encumbering the related Financed Aircraft has\n     been duly filed, registered or recorded with each office in each\n     jurisdiction in which such filing, registration or recordation is necessary\n     to perfect the security interest therein granted (x) by the Obligor thereon\n     in favor of Raytheon Credit, (y) by Raytheon Credit in favor of the Seller\n     and (z) by the Seller in favor of the Administrative Agent for the ratable\n     benefit of the Purchasers and (iii) with respect to a Lease Receivable with\n     a Foreign Obligor (other than a Registerable Lease Receivable with a\n     Foreign Obligor) of which the security interest encumbering the related\n     Financed Aircraft has been duly filed, registered or recorded with each\n     office in each jurisdiction in which such filing, registration or\n     recordation is necessary to perfect the security interest therein granted\n     by the Seller in favor of the Administrative Agent for the ratable benefit\n     of the Purchasers;\n\n(m)  as to which, upon the transfer of such Receivable pursuant to this\n     Agreement, either (i) the Purchasers have a perfected, valid and\n     enforceable first priority ownership interest in such Receivable or (ii)\n     the Administrative Agent for the ratable benefit of the Purchasers has a\n     valid, perfected and first priority security interest in such Receivable,\n     in each case free and clear of all Liens other than Permitted Receivable\n     Liens;\n\n(n)  of which (i) with respect to each Receivable other than a Lease Receivable\n     and a Travel Air Receivable, the related Financed Aircraft is owned by the\n     Obligor on the related Contract, (ii) with respect to each Lease\n     Receivable, except as permitted under subsection 2.7(a)(x), the related\n     Financed Aircraft is owned by the Seller and (iii) with respect to each\n     Travel Air Receivable, an undivided interest in the related Financed\n     Aircraft is owned by the related Obligor;\n\n \n                                       17\n\n(o)  of which the related Financed Aircraft is (i) with respect to each Financed\n     Aircraft registered in the name of the Seller, Raytheon Credit, Travel Air\n     or the related Obligor with the FAA, duly certified by the FAA as to type\n     and airworthiness and (ii) in all other cases, duly certified by the\n     appropriate governmental authorities in the applicable foreign jurisdiction\n     as to type and airworthiness;\n\n(p)  which is not subject to any existing material dispute, offset, counterclaim\n     or defense whatsoever (including, but not limited to, breach of warranty)\n     of which Raytheon Credit, the Seller or the Servicer knows or should have\n     known;\n\n(q)  which, together with the Contract and the Financed Aircraft related\n     thereto, does not, or at the time of sale (or lease, as the case may be) of\n     the Financed Aircraft did not, contravene any Requirements of Law\n     applicable thereto in any material respect (including, without limitation,\n     laws, rules and regulations relating to truth in lending, fair credit\n     billing, fair credit reporting, equal credit opportunity, fair debt\n     collection practices and privacy) and with respect to which no party to the\n     Contract related thereto is in violation of any such Requirement of Law in\n     any material respect;\n\n(r)  which was originated in accordance with the Credit and Collection Policy\n     and satisfied all requirements thereof and of the related Contract;\n\n(s)  which, except for an Extended Term Receivable, has a Final Payment Date not\n     later than (i) so long as no Rating Event has occurred and is continuing,\n     thirteen years after the Settlement Date on which such Receivable is\n     purchased or substituted and (ii) during the continuance of a Rating Event,\n     ten years after the Settlement Date on which such Receivable is purchased\n     or substituted;\n\n(t)  with respect to which the related Financed Aircraft has been delivered to\n     the Obligor (x), so long as Raytheon's Debt Rating is no lower than\n     BBB\/Baa2, no later than the second Settlement Date following the Settlement\n     Date on which undivided interests in such Receivable are sold to the\n     Purchasers and (y) in all other cases, no later than the Settlement Date on\n     which undivided interests in such Receivable are sold to the Purchasers;\n\n(u)  except with respect to a Wholesale Receivable, on which either at least one\n     payment or a down payment (including a trade-in) has been made prior to the\n     Settlement Date on which it is purchased or substituted;\n\n(v)  the payment terms of which have not been modified other than (i) in\n     accordance with the Credit and Collection Policy and (ii) to an extent and\n     in an amount not in excess of the limitations specified in subsection\n     7.1(b)(iv)(x);\n\n(w)  of which the related Financed Aircraft is insured against loss, damage,\n     theft, hull and such other casualties as may be required pursuant to the\n     related Contract, including without limitation passenger legal liability,\n     public legal liability and property damages legal liability, the policy or\n     policies of which shall (i) provide that Raytheon Credit or any Affiliate\n     Obligor, as the case may be, is named thereunder as loss payee and is\n     entitled to receive 30 days prior notice of cancellation thereof, (ii)\n\n \n                                       18\n\n     contain a breach of warranty endorsement in favor of Raytheon Credit or any\n     Affiliate Obligor as the case may be, (iii) provide for insurance in an\n     amount, after calculation of any deductible, at least equal to the\n     outstanding principal of the Contract at any time and (iv) be maintained\n     with financially sound and reputable insurance companies;\n\n(x)  if a Lease Receivable (i) prior to the Settlement Date on which such Lease\n     Receivable is purchased or substituted, with respect to which all actions\n     required under the related lease to assign to the Administrative Agent on\n     behalf of the Purchasers the Seller's and Raytheon Credit's respective\n     rights thereunder (including, without limitation, any notice to, consent of\n     or acceptance by the lessee party thereto) shall have been duly performed,\n     (ii) prior to the Settlement Date on which such Lease Receivable is\n     purchased or substituted, a determination shall have been made if such\n     Receivable is a Registerable Lease Receivable in accordance with the\n     definition of such term, (iii) on the Settlement Date on which such Lease\n     Receivable is purchased or substituted, no Rating Event shall have occurred\n     and be continuing and (iv), except to the extent permitted in subsection\n     2.7(a)(xv), such Lease Receivable is carried on the books of the Seller as\n     a \"sale\" under GAAP;\n\n(y)  if a L\/C Receivable, with respect to which the related letter of credit (i)\n     either (A) is issued by an Acceptable L\/C Issuer or (B) if the issuer of\n     the related letter of credit is not an Acceptable L\/C Issuer, at the time\n     of purchase or substitution no Rating Event has occurred and is continuing,\n     (ii) is issued or confirmed by a financial institution located in the\n     United States or which otherwise provides that drawings thereunder may be\n     made in the United States, (iii) is an irrevocable standby letter of credit\n     providing for drawings upon the occurrence of a default under the related\n     Contract on sight or upon presentation of certificates specified therein,\n     (iv) at any date of determination has an available amount equal to the then\n     outstanding Principal Balance of such Receivable, (v) is in full force and\n     effect and (vi) either (A) has an expiration date which is at least five\n     Business Days following the last scheduled payment date under the related\n     Contract or (B) provides for automatic extensions without amendment, notice\n     or other act by or to any Person or permits the Seller to draw the\n     aggregate amount then available to be drawn thereunder if not extended;\n\n(z)  intentionally omitted;\n\n(aa) if an ExIm Bank Receivable, (i) at least 85% of the Principal Balance of\n     which is insured by the related insurance policy and such insurance policy\n     is in full force and effect and all premiums have been paid in full, (ii)\n     the related Contract of which requires the Obligor to purchase the Aircraft\n     at the end of the term thereof, (iii) at the time of purchase or\n     substitution of which no Rating Event has occurred and is continuing and\n     (iv) prior to the Settlement Date on which such ExIm Bank Receivable is\n     purchased or substituted, all actions required to assign to the\n     Administrative Agent on behalf of the Purchasers the Seller's and Raytheon\n     Credit's respective rights to amounts payable under the related insurance\n     policy and the Seller's rights under any lease of the related Aircraft by\n     an Obligor on such ExIm Bank Receivable (including, without limitation, any\n     notice to, consent of or acceptance by the insurer or lessee thereunder)\n     shall have been duly performed;\n\n \n                                       19\n\n(bb) if a Wholesale Receivable, (i) the Principal Balance of which (together\n     with interest thereon) is payable in accordance with the original terms\n     thereof no later than 180 days after the original date of the Contract\n     related thereto, and (ii) the original maturity date thereof has not been\n     extended more than twice;\n\n(cc) if a Domestic Wholesale Receivable, the related Financed Aircraft of which\n     has not been sold more than once or to more than one other independent\n     Dealer (exclusive of Dealers owned by Raytheon Credit or RAC);\n\n(dd) if a Nonstandard Receivable, a Rating Event shall not have occurred and be\n     continuing;\n\n(ee) if an Affiliate Receivable, (x) prior to the Settlement Date on which such\n     Affiliate Receivable is purchased or substituted, all actions required to\n     assign (1) to Raytheon Credit, and from Raytheon Credit to the Seller, the\n     Affiliate Obligor's rights under the Applicable Lease and Financed Aircraft\n     and (2) to the Administrative Agent, the Seller's rights under the Financed\n     Aircraft and the Applicable Lease (including, without limitation, in case\n     of clauses (1) and (2), any notice to, consent of or acceptance by the\n     Unaffiliated Foreign Lessee party thereto) shall have been duly performed\n     and the Administrative Agent, for the ratable benefit of the Purchasers,\n     shall have a valid, perfected and first priority security interest in such\n     Financed Aircraft and Applicable Lease as collateral security for the\n     Affiliate Obligor's obligations under such Affiliate Receivable, free and\n     clear of all Liens other than (i) the Lien created in favor of Raytheon\n     Credit and the Seller, (ii) the Lien created under this Agreement in favor\n     of the Administrative Agent for the ratable benefit of the Purchasers and\n     (iii) any Permitted Receivable Lien, (y) on the Settlement Date on which\n     such Affiliate Receivable is purchased or substituted, no Rating Event\n     shall have occurred and be continuing and (z) the Applicable Lease related\n     thereto is an Eligible Applicable Lease; and\n\n(ff) which is an \"Eligible Receivable\" under and as defined in the Intercompany\n     Purchase Agreement; and\n\n(y)  with respect to any Existing Receivable, at the date of its purchase or\n     substitution under the Existing Agreement pursuant to which it was sold to\n     the Old Administrative Agent, such Receivable which was an \"Eligible\n     Receivable\" (as defined in such applicable Existing Agreement) at such\n     date.\n\nNotwithstanding any provision set forth in this definition of \"Eligible\nReceivable\" (except clause (x)(ff)), any Receivable which otherwise qualifies to\nbe an \"Eligible Receivable\" and for which the Financed Aircraft related thereto\nreceives a conveyance number from the FAA on or prior to the Applicable\nSettlement Date after the sale or substitution of such Receivable shall be\ndeemed to be an \"Eligible Receivable\".\n\n \n                                       20\n\n     \"ERISA\": the Employee Retirement Income Security Act of 1974, as amended\nfrom time to time.\n\n     \"Excess MGL Receivables\": as of any date of determination, the Principal\nBalances of all Purchased Receivables in respect of each of Mesa and Great Lakes\nand all of their respective Affiliates to the extent such aggregate Principal\nBalances exceed an amount equal to 10% of the Outstanding Purchase Price on such\ndate of determination (calculated after giving effect to all proposed purchases\nand substitutions on such date but excluding the Outstanding Purchase Price of\nWholesale Receivables).\n\n     \"Excess Spread\":  as defined in subsection 2.16(b)(vi).\n\n     \"Excluded Taxes\" means, with respect to the Managing Facility Agent, the\nAdministrative Agent, either Co-Administrative Agent, any Purchaser or any other\nrecipient of any payment to be made by or on account of any obligation of the\nSeller hereunder, (a) income or franchise taxes imposed on (or measured by) its\nnet income by the United States of America or by the jurisdiction under the laws\nof which such recipient is organized or in which its principal office is located\nor, in the case of any Purchaser, in which its applicable purchasing office is\nlocated, (b) any branch profits taxes imposed by the United States of America or\nany similar tax imposed by any other jurisdiction in which the Seller is located\nand (c) in the case of a Foreign Purchaser (other than an assignee pursuant to a\nrequest by the Seller under subsection 2.26(b)), any withholding tax that is\nimposed on amounts payable to such Foreign Purchaser at the time such Foreign\nPurchaser becomes a party to this Agreement or is attributable to such Foreign\nPurchaser's failure or inability to comply with Section 2.23(e), except to the\nextent that such Foreign Purchaser's assignor (if any) was entitled, at the time\nof assignment, to receive additional amounts from the Seller with respect to\nsuch withholding tax pursuant to Section 2.23(a).\n\n     \"ExIm Bank\": the Export-Import Bank of the United States and any successor\nthereto.\n\n     \"ExIm Bank Receivable\": a Receivable, the payments of which are insured by\nthe ExIm Bank.\n\n     \"Existing Agreements\": the collective reference to the Existing Commuter\nAgreement and the Existing GA Agreement.\n\n     \"Existing Affiliate Receivable\": each Existing Receivable which, on and as\nof the Effective Date, is an \"Affiliate Receivable\" under and as defined in the\nExisting Agreement pursuant to which the Old Administrative Agent purchased such\nReceivable.\n\n     \"Existing Certified Receivable\": each Existing Receivable which, on and as\nof the Effective Date, is a \"Certified Foreign Receivable\" under and as defined\nin the Existing Agreement pursuant to which the Old Administrative Agent\npurchased such Receivable.\n\n \n                                       21\n\n     \"Existing Commuter Agreement\": the Amended and Restated Purchase and Sale\nAgreement dated as of March 8, 1996 among Raytheon Credit, the purchasers\nreferred to therein, Swiss Bank Corporation, New York Branch, as administrative\nagent, Bank of America NT&amp;SA, as documentation agent and co-agent, and Swiss\nBank Corporation, New York Branch, as co-agent, as amended, supplemented or\notherwise modified from time to time.\n\n     \"Existing GA Agreement\": the Second Amended and Restated Purchase and Sale\nAgreement dated as of March 8, 1996 among Raytheon Credit, the purchasers\nreferred to therein and Swiss Bank Corporation, New York Branch, as agent, as\namended, supplemented or otherwise modified from time to time.\n\n     \"Existing Outstanding Balance\": as of any date of determination for any\nExisting Receivable, the \"Outstanding Balance\" thereof as determined under the\nExisting Agreement pursuant to which such Existing Receivable was purchased\nprior to the Effective Date.\n\n     \"Existing Outstanding Purchase Price\": as of any date of determination for\nany Purchaser, the sum of such Purchaser's \"Outstanding Purchase Price\", if any,\nunder each of the Existing Agreements.\n\n     \"Existing Principal Balance\": as of any date of determination for any\nExisting Receivable, the \"Principal Balance\" thereof as determined under the\nExisting Agreement pursuant to which such Existing Receivable was purchased by\nthe administrative agent or agent under such Existing Agreement.\n\n     \"Existing Receivables\": on the Effective Date, the collective reference to\nthe outstanding \"Purchased Receivables\" under and as defined in the Existing\nAgreements.\n\n     \"Existing Registerable Lease Receivables\": on the Effective Date, the\ncollective reference to the outstanding \"Registerable Lease Receivables\" under\nand as defined in the Existing Agreements.\n\n     \"Existing Uncertified Foreign Receivables\": on the Effective Date, the\ncollective reference to the outstanding \"Foreign Uncertified Receivables\" under\nand as defined in the Existing Agreements.\n\n     \"Expense Amounts\": the collective reference to amounts required to be paid\npursuant to (i) subsections 2.17(a), 2.17(b), 2.17(c) and 2.17(d) and (ii)\nsubsections 2.22, 2.23, 2.24 and 11.5 (to the extent that the Managing Facility\nAgent, the Administrative Agent or a Purchaser has made a demand therefor).\n\n     \"Expiration Date\": March 16, 2000 or, if the Revolving Period is extended\npursuant to subsection 2.8, 364 days after the date of the Expiration Date in\neffect at the time of such extension.\n\n     \"Extended Term Receivable\": as of any Settlement Date, any Receivable the\nFinal Payment Date of which is later than (i) so long as no Rating Event has\noccurred and is continuing, thirteen years after such Settlement Date and (ii)\nduring the continuance of a Rating Event, ten years after such Settlement Date,\nand, for purposes of subsection 2.15, any Receivable the Final Payment Date of\nwhich is extended pursuant to subsection 7.1(b)(iv) to such later date.\n\n \n                                       22\n\n     \"FAA\":  the Federal Aviation Administration or any successor thereto.\n\n     \"FAA Assignment\": the assignment, certificate or other document to be filed\nwith the FAA Registry on or before the Closing Date or any Settlement Date with\nrespect to a Financed Aircraft related to an Eligible Receivable to be purchased\non the Closing Date or purchased or substituted on such Settlement Date,\nsubstantially in the form of (i) in the case of an assignment by the Seller of a\nsecurity interest in a Financed Aircraft granted by an Obligor in favor of the\nSeller, Exhibit A-2 (for filing on the Closing Date) or Exhibit A-3 (for filing\non each Settlement Date) or, (ii) with respect to a Registerable Lease\nReceivable or an ExIm Bank Receivable, if the Financed Aircraft related thereto\nis (or the lessee under the related lease agrees will be) registered under the\nAviation Act, in the case of the grant by the Seller in favor of the\nAdministrative Agent for the ratable benefit of the Purchasers of a security\ninterest in a Financed Aircraft and amounts payable under the related lease\nentered into with respect to such Lease Receivable or ExIm Bank Receivable,\nsubstantially in the form of Exhibit A-4 (for filing on the Closing Date) or\nExhibit A-5 (for filing on a Settlement Date); in each case, with appropriate\nmodifications which may be required as a result of changes in any Requirements\nof Law after the Closing Date pertaining to filings and recordings with the FAA\nRegistry.\n\n     \"FAA Filing Date\":  as defined in subsection 6.1(n)(ii).\n\n     \"FAA Registry\": the FAA Aircraft Registry maintained on the Closing Date at\nthe office of the FAA located in Oklahoma City, Oklahoma.\n\n     \"Final Payment Date\": with respect to a Purchased Receivable, the scheduled\nfinal maturity date (which, with respect to a Lease Receivable, shall be the\nfinal scheduled rent payment date under the related Contract) of such\nReceivable.\n\n     \"Finance Charge Collections\": (i) with respect to Purchased Receivables\nconstituting Lease Receivables a portion of the Collections thereunder\nrepresenting the interest component of such lease, such interest component\nreflecting the interest rate as set forth in such lease and such portion being\ncalculated in accordance with Credit and Collection Policy and (ii) with respect\nto all other Purchased Receivables, Collections on account of accrued finance\ncharges, late fees and similar items in respect of such Purchased Receivables\ncalculated, in each case, in accordance with the Credit and Collection Policy.\n\n     \"Financed Aircraft\": the Aircraft, together with all accessions thereto,\nsecuring an Obligor's indebtedness under a Contract; provided that, the term\n\"Financed Aircraft\" when used herein or in any other document, instrument or\ncertificate delivered pursuant hereto shall mean or refer to, with respect to a\nLease Receivable or an ExIm Bank Receivable, the Aircraft leased under the\nContract pursuant to which such Lease Receivable was created, together with all\naccessions thereto.\n\n \n                                       23\n\n     \"Foreign Assignment\": with respect to each Foreign Receivable (other than\na L\/C Receivable) and each Affiliate Receivable, each document, instrument,\nagreement (whether an assignment, security agreement, mortgage or otherwise) and\ncertificate appropriate for filing in the applicable office in the applicable\njurisdiction and necessary to evidence (i) in the case of Affiliate Receivables\nand of Foreign Receivables which are not Lease Receivables, the Lien in the\nrelated Financed Aircraft granted by the Obligor thereon in favor of Raytheon\nCredit and the assignment thereof by Raytheon Credit to the Seller and (ii) in\nthe case of all such Foreign Receivables and all Affiliate Receivables, the Lien\nin the related Financed Aircraft granted by the Seller (or, as applicable, the\nLien thereon assigned by the Seller) in favor of the Administrative Agent for\nthe ratable benefit of the Purchasers; and all other filings and recordings\nnecessary to perfect the Purchasers' first priority ownership or security\ninterests in and to the Foreign Receivables or the Affiliate Receivables, as the\ncase may be, and the related Contracts (including Applicable Leases) and\nFinanced Aircraft.\n\n     \"Foreign Obligor\": an Obligor which is not located (within the meaning of\nSection 9-103 of the New York UCC) within the United States and is not a citizen\nof the United States (as defined in the Aviation Act).\n\n     \"Foreign Purchaser\" means any Purchaser that is not organized under the\nlaws of the United States of America or a state thereof.\n\n     \"Foreign Receivable\":  a Receivable the Obligor of which is a Foreign \nObligor.\n\n     \"Foreign Wholesale Receivable\": a Receivable arising under a wholesale\nfinancing arrangement entered into by Raytheon Credit and, as Obligor\nthereunder, a Dealer located (within the meaning of Section 9-103 of the New\nYork UCC) outside the United States.\n\n     \"Frozen Pool\":  as defined in subsection 2.8(b)(ii).\n\n     \"GAAP\":  generally accepted accounting principles applied on a consistent \nbasis.\n\n     \"GA Receivable\": a Receivable as to which the related Aircraft is a General\nAviation Aircraft and the Obligor of which does not own and operate a commuter\nairline.\n\n     \"General Aviation Aircraft\": the collective reference to any aircraft\nmanufactured (including sub-assembly) by RAC for general aviation purposes, and\ncomparable general aviation aircraft manufactured by any other Person including,\nin all cases, without limitation, (i) any airframe, engines (whether or not any\nsuch engine has 750 or more rated takeoff horsepower or the equivalent of such\nhorsepower, and including any replacement or substituted engine), and avionics,\nequipment and accessories at any time attached to, connected with or located in\nany such aircraft and, to the extent covered by the recording system of the\nAviation Act, all logs, manuals and maintenance records with respect thereto and\n(ii) any avionics, equipment and accessories removed from any Aircraft and, to\nthe extent not covered by the recording system of the Aviation Act, all logs,\nmanuals and maintenance records.\n\n \n                                       24\n\n     \"Governmental Authority\": any nation or government, any state or other\npolitical subdivision thereof and any entity exercising executive, legislative,\njudicial, regulatory or administrative functions of or pertaining to government.\n\n     \"Great Lakes\":  Great Lakes Aviation, Ltd., an Iowa corporation.\n\n     \"Guarantee\": the Amended and Restated Guarantee, substantially in the form\nof Exhibit B, to be made by Raytheon in favor of the Managing Facility Agent and\nthe Purchasers, as the same may be amended, supplemented or otherwise modified\nfrom time to time.\n\n     \"Guarantor\":  Raytheon.\n\n     \"Increasing Purchaser\":  as defined in Section 5.3.\n\n     \"Indebtedness\": with respect to any Person at any date, (a) all\nindebtedness of such Person for borrowed money or for the deferred purchase\nprice of property or services (other than current liabilities incurred in the\nordinary course of business and payable in accordance with customary trade\npractices) or which is evidenced by a note, bond, debenture or similar\ninstrument, (b) all obligations of such Person under capital leases, (c) all\nobligations of such Person in respect of acceptances issued or created for the\naccount of such Person and (d) all liabilities secured by any Lien on any\nproperty owned by such Person even though such Person has not assumed or\notherwise become liable for the payment thereof.\n\n     \"Indemnified Amounts\":  as defined in subsection 9.1(a).\n\n     \"Indemnified Person\":  as defined in subsection 9.1(a).\n\n     \"Indemnified Taxes\":  Taxes other than Excluded Taxes.\n\n     \"Indemnitee\":  as defined in subsection 11.5(c).\n\n     \"Ineligibility Event\": with respect to any Purchased Receivable, any event\nof the type specified in (1) clauses (i), (ii) or (iii) of subsection 2.11 or\n(2) clauses (vi) or (xii) of subsection 9.1(a).\n\n     \"Ineligible Receivable\": (a) with respect to any Purchased Receivable other\nthan an Existing Receivable, such Receivable, (i) at the date of its purchase or\nsubstitution, was not an Eligible Receivable at such date, (ii) relates to a\nFinanced Aircraft which did not receive a conveyance number from the FAA on or\nprior to the third Settlement Date (or if Raytheon's Debt Rating is no lower\nthan A\/A2, the fourth Settlement Date; the third or fourth Settlement Date, as\napplicable, the \"Applicable Settlement Date\") following the date of its purchase\nor substitution or (iii) relates to a Financed Aircraft which becomes a\nRemarketed Aircraft; and\n\n \n                                       25\n\n(b)  with respect to any Existing Receivable, such Receivable (x)(i) at the date\n     of its purchase or substitution under the Existing Agreement pursuant to\n     which it was sold to the administrative agent or agent under such Existing\n     Agreement, was not an \"Eligible Receivable\" (as defined in such applicable\n     Existing Agreement) at such date or (ii) relates to a Financed Aircraft\n     which did not receive a conveyance number from the FAA on or prior to the\n     third Settlement Date (or if Raytheon's Debt Rating is no lower than A\/A2,\n     the fourth Settlement Date following the date of its purchase or\n     substitution under the applicable Existing Agreement; or\n\n     (y) relates to a Financed Aircraft which becomes a Remarketed Aircraft; or\n\n(z)  on and as of the Closing Date (after giving effect to the transactions\n     contemplated under the Intercompany Purchase Agreement on such date) such\n     Receivable did not satisfy the criteria specified in the following clauses\n     under the definition of \"Eligible Receivable\" herein (assuming for purposes\n     hereof, that such clauses are applicable to the Existing Receivables):\n     clauses (c), (h), (k), (l) (other than any requirement that the related\n     Financed Aircraft be free and clear of Liens on such Effective Date), (m)\n     (other than any requirement that such Receivable be free and clear of Liens\n     on such Effective Date), (n)(ii), (o)(i), (x)(i), (y)(vi)(B), (aa)(iv) or\n     (ee)(x) except, that, (1) with respect to Existing Certified Receivables,\n     prior to the Certified Opinion Delivery Date, and with respect to all\n     Existing Registerable Lease Receivables, prior to the FAA Filing Date, any\n     such Existing Registerable Lease Receivable which does not satisfy any of\n     the criteria specified in such clauses (to the extent such clauses are\n     applicable to Existing Registerable Lease Receivables) solely as a result\n     of the failure to make any of the filings, if any, required by subsection\n     6.1(n) shall not be an Ineligible Receivable and (2) with respect to\n     Existing Uncertified Foreign Receivables, any such Existing Receivable\n     which does not satisfy any of the criteria specified in such clauses (to\n     the extent such clauses are applicable to such type of Existing Receivable)\n     solely as a result of the failure to make any filing, if any, necessary to\n     (x) continue the Lien, if any, of the Administrative Agent, on behalf of\n     the Purchasers, in such Receivables, related Financed Aircraft and\n     Applicable Leases (if applicable) and Collections thereon with the same\n     priority thereon as in effect immediately prior to the Effective Date or\n     (y) perfect the transfer by Raytheon Credit of such Receivables, the\n     related Financed Aircraft and Applicable Leases (if applicable) and\n     Collections thereon to the Seller pursuant to the Intercompany Purchase\n     Agreement shall not be an Ineligible Receivable.\n\n     \"Interbank Rate \": for any Special Settlement Date Accrual Period or the\nAmendment Accrual Period, the sum of (i) .50% plus the rate of interest per\nannum (rounded upward to the next 1\/16th of 1%) determined by the Managing\nFacility Agent as follows:\n                        \n                                      IBOR\n                     -------------------------------------\n                      1.00 - Eurodollar Reserve Percentage\n\nplus (ii) a Rating Adjustment, if applicable;\n\n \n                                       26\n\nWhere,\n\nEurodollar Reserve Percentage means for any day for any Special Settlement Date\nAccrual Period or the Amendment Accrual Period, the maximum reserve percentage\n(expressed as a decimal, rounded upward to the next 1\/100th of 1%) in effect on\nsuch day (whether or not applicable to any Purchaser) under regulations issued\nfrom time to time by the Board of Governors of the Federal Reserve System for\ndetermining the maximum reserve requirement (including any emergency,\nsupplemental or other marginal reserve requirement) with respect to Eurocurrency\nfunding (currently referred to as \"Eurocurrency liabilities\"); and\n\nIBOR means the rate of interest per annum determined by the Managing Facility\nAgent as the rate at which dollar deposits in the approximate amount of the\nManaging Facility Agent's Purchase amount for such Special Settlement Date\nAccrual Period, or the Amendment Accrual Period, as the case may be, would be\noffered by Bank of America National Trust and Savings Association's Grand Cayman\nBranch, Grand Cayman B.W.I. (or by Bank of America National Trust and Savings\nAssociation), to major banks in the offshore dollar interbank market at their\nrequest at approximately 11:00 a.m. (New York City time) two Business Days prior\nto the commencement of such Special Settlement Date Accrual Period, or the\nAmendment Accrual Period, as the case may be.\n\n     \"Intercompany Purchase Agreement\": the Intercompany Purchase and\nContribution Agreement, dated as of March 20, 1997, between Raytheon Credit and\nthe Seller, as amended, supplemented or otherwise modified from time to time.\n\n     \"Interest Coverage Ratio\": for any period, the ratio of Consolidated EBIT\nfor such period to Consolidated Net Interest Expense for such period.\n\n     \"L\/C Receivable\": a Foreign Receivable which at any time is supported by a\nstandby letter of credit in an amount at least equal to the outstanding\nPrincipal Balance on such Receivable issued in favor of the Seller and otherwise\nsatisfying the requirements of clause (y) of the definition of \"Eligible\nReceivables\".\n\n     \"Lease Collateral\":  as defined in subsection 11.12(a).\n\n     \"Lease Obligations\":  as defined in subsection 11.12(a).\n\n     \"Lease Receivable\": any Receivable (other than an ExIm Bank Receivable)\ncreated pursuant to a Contract which is a lease between Raytheon Credit, as\nlessor, and the Obligor thereunder, as lessee, with respect to the Aircraft\ndescribed therein, other than any such Receivable which is also a L\/C\nReceivable.\n\n     \"LIBO Rate\": for any Accrual Period (other than a Special Settlement Date\nAccrual Period), (A) the per annum rate (carried to the fifth decimal place)\nequal to (i) the rate determined by the Managing Facility Agent to be the\noffered rate that appears on the page of the Telerate Screen that displays an\naverage British Bankers Association Interest Settlement Rate (such page\ncurrently being page number 3750) for deposits (for delivery on the Settlement\nDate which is the first day of such Accrual Period) with a term approximately\n\n \n                                       27\n\nequivalent to such Accrual Period, determined as of approximately 11:00 a.m.\n(London, England time) two Working days prior to the Settlement Date which is\nthe first day of such Accrual Period or (ii) in the event the rate referenced in\nthe preceding clause does not appear on such page or service if such page or\nservice shall cease to be available, the rate determined by the Managing\nFacility Agent to be the offered rate on such other page or other service that\ndisplays an average British Bankers Association Interest Settlement Rate for\ndeposits (for delivery on the Settlement Date which is the first day of such\nAccrual Period) with a term approximately equivalent to such Accrual Period,\ndetermined as of approximately 11:00 a.m. (London, England time) two Working\nDays prior to the Settlement Date which is the first day of such Accrual Period,\n(B) if such rate cannot be calculated in accordance with clause (A), the \"LIBO\nRate\" for that Accrual Period will be the rate per annum equal to the average\n(rounded upward to the nearest 1\/16th of 1%) of the respective rates notified to\nthe Managing Facility Agent by each Reference Bank as the rate at which such\nReference Bank is offered U.S. dollar deposits in the London interbank\neurodollar market for a period comparable in length to such Accrual Period, at\nor about 11:00 a.m. (London, England time) two Working Days prior to such\nSettlement Date and in an amount comparable to such Reference Bank's pro rata\nshare of the Outstanding Purchase Price; or (C) if the LIBO Rate is not able to\nbe determined pursuant to clauses (A) or (B), the rate per annum determined by\nthe Managing Facility Agent in good faith, after consultation with the\nPurchasers, as reasonably reflecting the aggregate funding costs of the\nPurchasers.\n\n     \"Lien\": any mortgage, pledge, hypothecation, assignment, deposit\narrangement, encumbrance, lien (statutory or other), or preference, priority or\nother security agreement or preferential arrangement of any kind or nature\nwhatsoever (including, without limitation, any conditional sale or other title\nretention agreement or any financing lease having substantially the same\neconomic effect as any of the foregoing, and the filing of any financing\nstatement under the UCC or comparable law of any jurisdiction in respect of any\nof the foregoing).\n\n     \"Liquidity Bank\": for any SPC, at any date of determination, the collective\nreference to the financial institutions which at such date are providing\nliquidity and\/or credit facilities to or for the account of such SPC to fund\nsuch SPC's obligations hereunder or to support the securities (if any) issued by\nsuch SPC to fund such obligations.\n\n     \"Low Wholesale Value\": of any Aircraft at any date of determination, the\nlow wholesale value shown in the Aircraft Blue Book Price Digest most recently\npublished prior to such date of determination for aircraft of substantially\nsimilar age and with comparable features as such Aircraft.\n\n     \"Majority Purchasers\": at any time, Purchasers the Commitment Percentages\nof which aggregate at least 51%; provided that the Commitment Percentage of any\nDissenting Purchaser shall not be included in determinations of Majority\nPurchasers with respect to purchases or substitutions of Receivables or other\nmatters not otherwise affecting Dissenting Purchasers; provided, further, that\nany action taken by the Managing Facility Agent and the Purchasers under\nsubsection 8.2 (with the exception of subsection 8.2(b)) shall be deemed to\naffect a Dissenting Purchaser.\n\n \n                                       28\n\n     \"Managing Facility Agent\":  as defined in the preamble to this Agreement.\n\n     \"Material Adverse Effect\": (i) with respect to the Seller, a material\nadverse effect on (a) the Purchased Receivables taken as a whole, (b) the\nability of the Seller to perform its obligations under this Agreement, (c) the\nvalidity or enforceability of this Agreement or the rights or remedies of the\nManaging Facility Agent or the Purchasers under any Purchase Document or (d) the\nbusiness, assets, properties or condition (financial or other) of the Seller and\n(ii) with respect to the Servicer, a material adverse effect on (a) the\nPurchased Receivables taken as a whole, (b) the ability of the Servicer to\nperform its obligations under this Agreement, (c) the validity or enforceability\nof this Agreement or the rights or remedies of the Managing Facility Agent or\nthe Purchasers under any Purchase Document or (d) the business, assets,\nproperties or condition (financial or other) of the Servicer.\n\n     \"Mesa\":  Mesa Airlines, Inc., a New Mexico corporation.\n\n     \"Moody's\":  Moody's Investors Service, Inc.\n\n     \"Multiemployer Plan\": a Plan which is a multiemployer plan as defined in\nSection 4001(a)(3) of ERISA.\n\n     \"Net Recoveries\": all monies collected by the Seller, the Servicer or any\nother Person (from whatever source, including, without limitation, from the\nrefinancing of the related Financed Aircraft) on account of a Defaulted\nReceivable (including, without limitation, from the sale or other disposition of\nthe Financed Aircraft) net of any expenses incurred by the Seller, the Servicer\nor such Person in connection with the collection on such Defaulted Receivable\nand the refurbishment, disposition or disposal of the related Financed Aircraft.\n\n     \"1997 Agreement\": as defined in the recitals hereto.\n\n     \"90% Repurchase Receivables\": at any date of determination, the collective\nreference to the following types of Receivables:\n\n(a)  L\/C Receivables, the related letters of credit of which are not issued by\n     commercial banks which qualify as Acceptable L\/C Issuers at such date, it\n     being understood that an L\/C Receivable shall be a 25% Repurchase\n     Receivable if the issuer of the related letter of credit does not qualify\n     as an Acceptable L\/C Issuer at the time such Receivable is purchased or\n     substituted hereunder but does so qualify on such date of determination;\n\n(b)  Uncertified Foreign Receivables (including Affiliate Receivables which are\n     Uncertified Foreign Receivables) which are not L\/C Receivables;\n\n(c)  Foreign Wholesale Receivables;\n\n(d)  Receivables which have not received conveyance numbers from the FAA on or\n     prior to the Applicable Settlement Date after the sale or substitution of\n     such Receivable; provided, however, that (i) any such Receivable shall be\n     repurchased by the Seller on such Applicable Settlement Date and (ii)\n     Receivables which are subject to this paragraph (d) that are so repurchased\n     by the Seller shall not be subject to subsection 2.7(a)(viii);\n\n \n                                       29\n(e)  Excess MGL Receivables;\n\n(f)  Operating Lease Receivables; and\n\n(g)  all other Receivables which are not 25% Repurchase Receivables or 75%\n     Repurchase Receivables.\n\n     \"Nonstandard Receivable\": a Receivable (other than a Wholesale Receivable)\ncreated pursuant to a Contract which provides (at the time of purchase or\nsubstitution thereof) that the amount scheduled to be outstanding on the eighth\nanniversary of the execution date of such Contract (assuming all scheduled\npayments have been made prior to such date) is greater than 15% of the amount\nwhich would have been so outstanding if payments on such Contract prior to such\nanniversary had been made on the straight-line amortization method; provided\nthat no Receivable shall be permitted to have a balloon payment of greater than\n(i) 15% in the case of a GA Receivable, or (ii) 30% in the case of a Commuter\nReceivable, of the original sales price scheduled for repayment in the last two\nyears of such Contract.\n\n     \"Note Rate\": with respect to any Accrual Period, a rate per annum equal to\nthe LIBO Rate plus the Applicable Margin, calculated in accordance with this\nAgreement.\n\n     \"Note Rate Amortization Event\": an Amortization Event of the type described\nin subsection 8.1(b), (c), (d), (e), (f), (g), (h), (i), (j), (l), (m) or (n).\n\n     \"Obligations\":  as defined in the Guarantee.\n\n     \"Obligor\": each Person obligated to make payments in respect of a\nReceivable, including each Affiliate Obligor under an Affiliate Receivable.\n\n     \"Occurrence\":  as defined in subsection 10.5.\n\n     \"Old Administrative Agent\": UBS AG, Stamford Branch, as successor to Swiss\nBank Corporation, Stamford Branch, as successor to Swiss Bank Corporation, New\nYork Branch.\n\n     \"Operating Lease Receivables\": as defined in subsection 2.7(a)(xv).\n\n     \"Other Taxes\" means any and all present or future stamp or documentary\ntaxes or any other excise or property taxes, charges or similar levies arising\nfrom any payment made hereunder or from the execution, delivery or enforcement\nof, or otherwise with respect to, this Agreement or any other Purchase Document.\n\n     \"Outstanding Balance\": with respect to any Receivable at any date of\ndetermination, the Purchase Price paid with respect to such Receivable less all\nPrincipal Collections applied to such Receivable on and prior to such date of\ndetermination.\n\n \n                                       30\n\n     \"Outstanding Purchase Price\": (a) as to all the Purchasers at any date of\ndetermination, the aggregate Purchase Prices which at such date have been paid\nto purchase Purchased Receivables (or portions thereof) in accordance with this\nAgreement minus the amount of Principal Collections which have been received by\nthe Purchasers (including, without limitation, Principal Collections which have\nbeen used to purchase additional Eligible Receivables pursuant to subsection\n2.15(b)) minus the amount, if any, of Excess Spread which has been paid to the\nPurchasers pursuant to subsection 2.16(b)(vi)(2) and (b) as to any Purchaser,\nits pro rata share of the Outstanding Purchase Price, as determined pursuant to\nclause (a) above.\n\n     \"Participant\":  as defined in subsection 11.6(b).\n\n     \"Participated Receivable\": a Receivable in which the Seller has a Seller's\nInterest pursuant to subsection 2.4(a).\n\n     \"Permitted Aircraft Lien\": with respect to any Financed Aircraft which is\nrelated to a Purchased Receivable, (A) any materialman's, mechanic's, workman's,\nrepairman's or other like Lien which (i) arises in favor of a Person contracted\nby and on behalf of the Obligor or the Unaffiliated Foreign Lessee on the\nrelated Contract, (ii) arises in the ordinary course of business and (iii) (X)\nhas been released or bonded against (or other credit assurances provided) in\nfavor of the Administrative Agent and the Purchasers in an amount at least equal\nto the obligations secured by such Lien and otherwise in a manner reasonably\nsatisfactory to the Managing Facility Agent and the Required Purchasers not more\nthan 90 days after the earliest date on which the Seller, the Servicer or RAC\nknew of such Lien or (Y) secures obligations which are being contested in good\nfaith by appropriate proceedings, so long as such proceedings do not involve any\nmaterial danger of the sale, forfeiture or loss of such Financed Aircraft or any\ninterest therein, or (B) any Lien which (i) is involuntary in nature, (ii)\nsecures either (X) state taxes not yet due by the Obligor on the related\nContract or which are being contested in good faith by appropriate proceedings\nby the Obligor or (Y) any judgment or decree entered against such Obligor, (iii)\nsecures obligations which are immaterial in amount in relation to such Purchased\nReceivable and (iv) does not involve any material danger of the sale, forfeiture\nor loss of such Financed Aircraft, or (C) solely with respect to a Lease\nReceivable, a Lien on the Financed Aircraft related thereto arising under the\nrelated lease if the obligations of the lessee thereunder are, in accordance\nwith GAAP, required to be capitalized on such lessee's balance sheet or (D)\nsolely with respect to a Travel Air Receivable, Liens on the undivided\ninterest(s) in the related Financed Aircraft which are not owned by the Seller,\nany affiliate of the Seller, or any Obligor under such Travel Air Receivable.\n\n     \"Permitted Receivable Lien\": with respect to any Purchased Receivable, if\nfor any reason the Purchased Receivables are held to be the property of the\nSeller or the Affiliate Obligor, as the case may be, or if for any other reason\nthis Agreement and the Assignments are held or deemed not to effect an absolute\nsale of the Purchased Receivables, any Lien which (i) is involuntary in nature,\n(ii) secures either (A) state taxes not yet due by the Seller or which are being\ncontested in good faith by appropriate proceedings by the Seller or any of its\nAffiliates (so long as adequate reserves with respect thereto are maintained on\n\n \n                                       31\n\nthe books of the Seller or such Affiliate in conformity with GAAP) or (B) any\njudgment or decree entered against the Seller or, with respect to an Affiliate\nReceivable, the related Affiliate Obligor, (iii) secures obligations which are\nimmaterial in amount in relation to the Purchased Receivables taken as a whole\nand the related Contracts and Financed Aircraft and (iv) does not involve any\nmaterial danger of the sale, forfeiture or loss of any Purchased Receivable, the\nCollections with respect thereto and the related Contract (including any\nApplicable Lease), and Financed Aircraft or any other Material Adverse Effect.\n\n     \"Person\": an individual, partnership, limited liability company,\ncorporation, business trust, joint stock company, trust, unincorporated\nassociation, joint venture, Governmental Authority or other entity of whatever\nnature.\n\n     \"Plan\": with respect to a Person, at a particular time, any employee\nbenefit plan which is covered by ERISA and in respect of which such Person or a\nCommonly Controlled Entity is (or, if such plan were terminated at such time,\nwould under Section 4069 of ERISA be deemed to be) an \"employer\" as defined in\nSection 3(5) of ERISA.\n\n     \"Principal Balance\": at any date of determination, whether before or after\nthe occurrence and continuance of a Rating Event, the actual unpaid principal\nbalance (or with respect to a Lease Receivable the aggregate amount of unpaid\nlease payments discounted at the lessor's implicit interest rate for the\nrespective lease Contract) of a Receivable at such date of determination;\nprovided that the Principal Balance of any Participated Receivable or Extended\nTerm Receivable shall be a reference only to that portion of the actual unpaid\nprincipal balance of such Participated Receivable or Extended Term Receivable\nsold to the Purchasers hereunder at such date of determination.\n\n     \"Principal Collections\": with respect to each Purchased Receivable during\nany Settlement Period, Collections on account of such Purchased Receivable\nreceived during such Settlement Period minus the amount of Finance Charge\nCollections for such Purchased Receivable for such Settlement Period. Principal\nCollections shall include, without limitation, payments by the Seller in respect\nof repurchases of Purchased Receivables pursuant to subsections 2.7(b), 2.10,\n2.11, 2.12, the first sentence of subsection 2.13 and subsection 7.1(b)(iv) and\nafter the occurrence and continuance of a Rating Event, the portion of Net\nRecoveries allocated as Principal Collections pursuant to subsection 2.15(d).\n\n     \"Pro Rata Credit\":  as defined in subsection 2.1(d)(iii).\n\n     \"Pro Rata Debit\":  as defined in subsection 2.1(d)(iii).\n\n     \"Prohibited Jurisdiction\": each jurisdiction listed on Schedule III and any\njurisdiction notified from time to time to the Seller and the Servicer by the\nManaging Facility Agent, on behalf of the Purchasers, as a jurisdiction in which\nany Purchaser (an \"Affected Purchaser\") is prohibited, as a result of any\nconflict with a Requirement of Law or with any policy of such Affected\nPurchaser, from making loans or other extensions of credit.\n\n \n                                       32\n\n     \"Purchase Discount\": (a) during the continuance of a Rating Event, (i) with\nrespect to 25% Repurchase Receivables, 35%, (ii) with respect to 75% Repurchase\nReceivables, 85% and (iii) with respect to 90% Repurchase Receivables, 100% and\n(b) during the continuance of a Discount Event (which is not also a Rating\nEvent), with respect to all Receivables, 10%.\n\n     \"Purchase Documents\": the collective reference to this Agreement, the\nIntercompany Purchase Agreement, each Assignment, each FAA Assignment, each\nForeign Assignment, the Repurchase Agreement and the Guarantee.\n\n     \"Purchase Price\": (a) with respect to any Receivable to be purchased from\nthe Seller or substituted by the Seller on any Settlement Date, an amount equal\nto the Principal Balance of such Receivable on the last day of the Settlement\nPeriod preceding such Settlement Date on which such Receivable is purchased or\nsubstituted, and\n\n(b)  with respect to a Substituted Lease Receivable substituted pursuant to\n     subsection 2.13(e), the amount equal to the Principal Balance of such\n     Receivable on the date on which such Substituted Lease Receivable is\n     substituted;\n\nprovided that, (x) if a Rating Event has occurred and is continuing as of such\nSettlement Date, the Purchase Price for a Wholesale Receivable purchased or\nsubstituted shall be reduced by the amount of the security or other deposit made\nby the Obligor thereon and (y) if a Rating Event or a Discount Event has\noccurred and is continuing as of such Settlement Date, the Purchase Price for\neach Receivable purchased shall be the Principal Balance thereof multiplied by a\npercentage equal to 100% less the applicable Purchase Discount (and less amounts\nreferred to in clause (x), if applicable).\n\n     \"Purchased Receivable\": a Receivable (or a portion thereof in the case of a\nParticipated Receivable or an Extended Term Receivable) which is purchased or\nsubstituted pursuant to Section 2 (including, without limitation, subsection\n2.3).\n\n     \"Purchase Report\": each purchase report, substantially in the form of\nExhibit I, to be delivered by the Seller on each Settlement Date.\n\n     \"Purchasers\": as defined in the preamble of this Agreement.\n\n     \"Purchasing Party\":  as defined in subsection 11.6(c).\n\n     \"Quarterly Receivable\": any Receivable which is required to be paid in\nquarterly installments.\n\n     \"RAC\": Raytheon Aircraft Company, a Kansas corporation and an Affiliate of\nRaytheon Credit.\n\n     \"RAC Repurchase Obligation\": at any time, the aggregate amount of the\n\"Repurchase Obligation\" under and as defined in the Repurchase Agreement.\n\n \n                                       33\n\n     \"Rating Adjustment\": the increase in (i) the Applicable Margin for any\nAccrual Period and (ii) the Interbank Rate applicable for any Special Settlement\nDate Accrual Period, as applicable, to be applied if Raytheon's Debt Rating is\nat the levels set forth below on the last day of the immediately preceding\nAccrual Period:\n                                                  Applicable Margin and\n     Debt Rating                                 Interbank Rate Increase\n\n                  A+ or A1                                .030%\n                  A or A2                                 .065%\n                  A- or A3                                .100%\n                  BBB+ or Baa1                            .125%\n                  below BBB+ or Baa1 or not rated         .225%\n\n     \"Rating Event\": any time when (a) Raytheon's Debt Rating is below either\nBBB\/Baa2, or if for any reason Raytheon's long-term senior unsecured debt is not\nrated (whether by reason of suspension or withdrawal of a rating, or otherwise)\nor (b) an Amortization Event described in subsection 8.1(o) shall have occurred\nand be continuing.\n\n     \"Raytheon\": Raytheon Company, a Delaware corporation and indirect parent of\nthe Seller, and its successors and assigns (as permitted by the Guarantee).\n\n     \"Raytheon Authorized Officers\": the Chairman of the Board of Directors, the\nPresident, the Executive Vice President-Chief Financial Officer and the Senior\nVice President-Treasurer of Raytheon.\n\n     \"Receivable\": the right to receive all amounts (including fees and premiums\nif any) payable by the Obligor under a Contract including without limitation any\namounts payable by the Obligor or an Unaffiliated Foreign Lessee upon the\nexercise of a purchase option or a prepayment option under any Contract,\nsecurity deposits, engine reserve accounts and all other right, title and\ninterest of the Seller under and with respect to a Contract, including, without\nlimitation, all amounts from time to time payable and all rights to damages and\nto exercise remedies thereunder (including fees and premiums, if any), all\ncollateral security therefor (including, without limitation, any Applicable\nLease related thereto, and the related Financed Aircraft), guarantees thereof\n(whether by the Obligor, RAC or any of such Person's Affiliates or by any\nfinancial institution pursuant to a letter of credit issued in favor of the\nSeller or any of its Affiliates), rights to payment (whether by the Obligor\nthereon, any insurer or letter of credit issuer with respect thereto or any\nother Person) with respect thereto and all agreements or inducements made by or\non behalf of RAC with respect to such related Contract or Financed Aircraft and\nall proceeds of the foregoing.\n\n     \"Reference Banks\": The Chase Manhattan Bank and Bank of America National\nTrust and Savings Association.\n\n \n                                       34\n\n     \"Refinanced Aircraft\": except with respect to a new Aircraft related to a\nDomestic Wholesale Receivable sold or substituted hereunder which has been sold\nto more than one Dealer, any Financed Aircraft (i) manufactured (including\nsubassembly) by RAC, the related Obligor or Unaffiliated Foreign Lessee of which\nis not the initial purchaser or lessee thereof (including any Person who has\nassumed the obligations of an Obligor or Unaffiliated Foreign Lessee under a\nContract in connection with the transfer of the related Aircraft, but excluding\nany Obligor or Unaffiliated Foreign Lessee who is a wholly-owned Affiliate of\nsuch initial purchaser) or (ii) manufactured by any other Person the acquisition\nof which has been financed or refinanced by Raytheon Credit.\n\n     \"Register\":  as defined in subsection 11.6(d).\n\n     \"Registerable Lease Receivable\": any Lease Receivable the related Financed\nAircraft of which is determined to be property registerable in accordance with\nthe Aviation Act in the Seller's name with the FAA Registry, such determination\nto be made by either (i) an opinion of counsel of the FAA or (ii) an opinion of\nCrowe &amp; Dunlevy (or any other law firm acceptable to the Managing Facility Agent\nin its reasonable discretion) issued, in each case, as a result of a review of\nthe related lease prior to filing thereof in accordance with this Agreement.\n\n     \"Regulation U\": Regulation U of the Board of Governors of the Federal\nReserve System.\n\n     \"Reimbursable Obligations\":  as defined in subsection 2.14(c)(iii).\n\n     \"Remarketed Aircraft\": any Financed Aircraft which Raytheon Credit or any\nof its Affiliates, at the request of the Obligor or Unaffiliated Foreign Lessee\non the related Contract, has agreed to market and sell on behalf of such Person\nafter such Person has notified the Seller or any of its Affiliates (in writing\nor otherwise) that it is or will be on the date its next scheduled payment is\ndue unable to continue to meet its obligations under the related Contract. A\nFinanced Aircraft shall be deemed to be a Remarketed Aircraft on the date\nRaytheon Credit or any of its Affiliates agrees to market such Financed Aircraft\non such Person's behalf.\n\n     \"Remittance Event\": any time Raytheon's short-term unsecured debt is rated\nbelow (a) A-3 and P-2 or (b) A-2 and P-3 by S&amp;P and Moody's, respectively, at\nsuch time, or if for any reason Raytheon's short-term unsecured debt is not\nrated (whether by reason of suspension or withdrawal of a rating, or otherwise).\n\n     \"Removed Receivable\":  as defined in subsection 2.13(a).\n\n     \"Replaced Lease Receivable\":  as defined in subsection 2.13(e).\n\n     \"Reporting Date\": with respect to a Settlement Period, the fifth Business\nDay following the last day of such Settlement Period, with the first such\nReporting Date occurring hereunder on April 10, 1997.\n\n     \"Repurchase Agreement\": that certain Amended and Restated Repurchase\nAgreement, substantially in the form of Exhibit G, dated as of March 18, 1999,\nbetween RAC and the Managing Facility Agent on behalf of the Purchasers, as\namended, supplemented or otherwise modified from time to time.\n\n \n                                       35\n\n     \"Repurchase Factor\":  an amount equal to A + B, where:\n\n          A =  10% of the sum of (i) 25% of the aggregate\n               Outstanding Balances of the 25% Repurchase\n               Receivables, (ii) 75% of the aggregate Outstanding\n                Balances of the 75% Repurchase Receivables and (iii)\n               90% of the aggregate Outstanding Balances of the 90%\n                Repurchase Receivables, in each case at the time the\n               Repurchase Factor is calculated;\n\n         B =   10% of the sum of (i) 25% of the aggregate Outstanding Balances \n               of 25% Repurchase Receivables, (ii) 75% of the aggregate \n               Outstanding Balances of 75% Repurchase Receivables and (iii) 90%\n               of the aggregate Outstanding Balances of 90% Repurchase\n               Receivables, in each case which were Defaulted Receivables \n               repurchased pursuant to subsection 2.10 prior to such time (it\n               being understood that the purpose of this clause B is to ensur\n               that the Repurchase Factor is not reduced as a result of\n               reductions in the Outstanding Purchase Price relating to \n               payments under the Repurchase Obligation);\n\nprovided that (i) if an Amortization Event has occurred and is\ncontinuing, the Repurchase Factor shall be equal to the Repurchase\nFactor on the date such Amortization Event occurred,\n\n(ii)  if during the Amortization Period a Rating Event has occurred and is\n      continuing, the Repurchase Factor shall be equal to the Repurchase Factor\n      on the date such Rating Event occurred,\n\n(iii) if during the Amortization Period any of the concentration limitations set\n      forth in subsection 2.7(a) are exceeded then, until each such breach is\n      cured, the Repurchase Factor shall be equal to the Repurchase Factor on\n      the date the first such breach occurred,\n\n(iv)  notwithstanding clauses (i), (ii) and (iii), the Repurchase Factor shall\n      not at any time decrease (x) with respect to any Purchaser other than a\n      Dissenting Purchaser, below an amount equal to the greater of (1) 1.5% of\n      the maximum aggregate Outstanding Balances of the Purchased Receivables\n      which existed at any time during the Revolving Period and (2) 10% of the\n      sum of the Outstanding Balances on the last day of the Revolving Period of\n      the three Obligors (and all of their Affiliates) of Purchased Receivables\n      with the largest aggregate outstanding Principal Balances and (y) with\n      respect to any Dissenting Purchaser, an amount equal to the greater of (1)\n      1.5% of the maximum aggregate Outstanding Balances of the sum of the\n      Purchased Receivables which existed at any time prior to the date such\n      Purchaser became a Dissenting Purchaser and (2) 10% of the sum of the\n      Outstanding Balances on the day on which such Purchaser became a\n      Dissenting Purchaser of the three Obligors (and all of their Affiliates)\n      of Purchased Receivables with the largest aggregate outstanding Principal\n      Balances, and\n\n(v)   notwithstanding clauses (i), (ii), (iii) and (iv), the Repurchase Factor\n      shall not at any time exceed 10% of the Outstanding Purchase Price.\n\n \n                                       36\n\n     \"Repurchase Percentage\": the percentage equivalent of a fraction, the\nnumerator of which is \"A\" as used in the definition of the term \"Repurchase\nFactor\" at such time and the denominator of which is the aggregate Outstanding\nBalances of the Purchased Receivables at such time.\n\n     \"Repurchase Obligation\":  as defined in subsection 2.10(b).\n\n     \"Repurchase Price\":\n\n(a)  with respect to a repurchase of or substitution for any Ineligible\n     Receivable, an amount equal to the Principal Balance of such Ineligible\n     Receivable on the last day of the Settlement Period preceding the\n     Settlement Date on which such repurchase or substitution is to be made (as\n     shown from the Settlement Statement delivered for such Settlement Period)\n     less, if such Ineligible Receivable was purchased after the occurrence of a\n     Discount Event or Rating Event at a discount pursuant to subsection 2.6, an\n     amount equal to such Principal Balance at such last day times the Purchase\n     Discount in effect on the Settlement Date such Ineligible Receivable was\n     purchased plus, after a Trigger Amortization Event, accrued interest;\n\n(b)  with respect to a repurchase of or substitution for any Purchased\n     Receivable which becomes a Defaulted Receivable during the Revolving\n     Period, an amount equal to the Principal Balance of such Defaulted\n     Receivable on the last day of the Settlement Period preceding the\n     Settlement Date on which such repurchase or substitution is to be made (as\n     shown from the Settlement Statement delivered for such Settlement Period)\n     less, if such Defaulted Receivable was purchased after the occurrence of a\n     Discount Event or Rating Event at a discount pursuant to subsection 2.6, an\n     amount equal to such Principal Balance at such last day times the Purchase\n     Discount in effect on the Settlement Date such Defaulted Receivable was\n     purchased; and\n\n(c)  with respect to a repurchase of or substitution for any Purchased\n     Receivable which becomes a Defaulted Receivable during the Amortization\n     Period, an amount equal to the Principal Balance of such Defaulted\n     Receivable on the last day of the Settlement Period preceding the\n     Settlement Date on which such repurchase or substitution is to be made (as\n     shown from the Settlement Statement delivered for such Settlement Period).\n\n     \"Required Purchasers\": at any time, Purchasers the Commitment Percentages\nof which aggregate at least 67%; provided that the Commitment Percentage of any\nDissenting Purchaser shall not be included in determinations of Required\nPurchasers with respect to purchases or substitutions of Receivables or other\nmatters not otherwise affecting Dissenting Purchasers; provided, further, that\nany action taken by the Managing Facility Agent and the Purchasers under\nsubsection 8.2 (with the exception of subsection 8.2(b)) shall be deemed to\naffect a Dissenting Purchaser.\n\n     \"Requirement of Law\": as to any Person, any law, treaty, rule or regulation\nor final determination (after exhaustion of all appeals) of an arbitrator or a\ncourt or other Governmental Authority, in each case applicable to or binding\nupon such Person or any of its property or to which such Person or any of its\nproperty is subject.\n\n \n                                       37\n\n     \"Responsible Officer\": the president or chief credit officer of the Seller.\n\n     \"Revolving Period\": the period from and including the Amendment Effective\nDate to and including the earlier of (i) the Expiration Date and (ii) the date\non which the Revolving Period is terminated pursuant to subsection 8.2(b) as a\nresult of the occurrence of an Amortization Event.\n\n     \"S&amp;P\":  Standard &amp; Poor's Ratings Services.\n\n     \"Secured Lease Receivables\": the collective reference to (i) each\nReceivable which is a Lease Receivable purchased after the date hereof and in\nrespect of which the filings referred to in subsection 5.2(e) have been made and\n(ii) each Existing Receivable which is a \"Registerable Lease Receivable\" under\nthe Existing Agreement pursuant to which such Receivable was purchased by the\nOld Administrative Agent and with respect to which all filings required under\nsubsection 6.1(n)(ii) have been made.\n\n     \"Security Interest Leases\":  as defined in subsection 11.12.\n\n     \"Seller\":  as defined in the preamble of this Agreement.\n\n     \"Seller's Interest\": an amount equal to the subordinated participating\ninterest in the Purchased Receivables purchased by the Seller (i) pursuant to\nsubsection 2.4(a) and subject to the terms of subsection 2.4(b), (ii) pursuant\nto subsection 2.5(a) and subject to the terms of subsection 2.5(b) and (iii)\nafter the occurrence of a Rating Event or Discount Event, pursuant to subsection\n2.6(b) and subject to the terms of subsection 2.6(c).\n\n     \"Semi-Annual Receivable\": any Receivable which is required to be paid in\nsemi- annual payments.\n\n     \"Servicer\": the Person appointed as servicer of the Purchased Receivables\npursuant to subsection 3.1.\n\n     \"Servicer Letter of Credit\": an irrevocable standby letter of credit issued\nin favor of the Managing Facility Agent and the Purchasers which:\n\n(a)  supports the obligations of the Servicer under this Agreement;\n\n(b)  provides for drawings on sight or upon presentation of certificates\n     specified therein;\n\n(c)  is issued by a commercial bank, the short term unsecured indebtedness of\n     which, at the date the Servicer Letter of Credit is issued and at all times\n     thereafter, is rated at least A-1 and P-1 by S&amp;P and Moody's, respectively;\n\n(d)  at any date of determination, has an expiration date which is not earlier\n     than the second succeeding Settlement Date after such date of\n     determination;\n\n(e)  at any date of determination, has an available amount equal to the\n     aggregate amount of Principal Collections and Finance Charge Collections\n     for the three Settlement Periods preceding such date of determination; and\n\n \n                                       38\n\n(f)  is otherwise in form and substance satisfactory to the Managing Facility\n     Agent and the Majority Purchasers.\n\n     \"Servicing Fee\": the fee which the Servicer is entitled to receive pursuant\nto subsection 3.4.\n\n     \"Settlement Date\": (i) with respect to a Settlement Period, the tenth\nWorking Day following the last day of such Settlement Period, with the first\nsuch Settlement Date under this Agreement occurring on April 14, 1997 and (ii)\neach Special Settlement Date.\n\n     \"Settlement Period\": each fiscal monthly period of the Seller during each\nof its fiscal years during the term of this Agreement.\n\n     \"Settlement Statement\": a Settlement Statement delivered by the Seller\npursuant to this Agreement, substantially in the form of Exhibit C for delivery\nduring the Revolving Period and with appropriate modifications thereto for\ndelivery during the Amortization Period, in each case with appropriate\ninsertions.\n\n     \"75% Repurchase Receivables\": at any date of determination, the collective\nreference to the following types of Receivables:\n\n(a)  Commuter Receivables the Obligor under which is located (within the meaning\n     of Section 9-103 of the New York UCC) in the United States;\n\n(b)  Certified Foreign Receivables (including Affiliate Receivables which are\n     Certified Foreign Receivables); and\n\n(c)  the Travel Air Receivables.\n\n     \"Solvent\": as to any Person at any time, that (a) the fair value of the\nproperty of such Person is greater than the amount of such Person's liabilities\n(including disputed, contingent and unliquidated liabilities) as such value is\nestablished and liabilities evaluated for purposes of Section 101(31) of the\nBankruptcy Code (11 USC ss. 101(31)); (b) the present fair saleable value of the\nproperty of such Person in an orderly liquidation of such Person is not less\nthan the amount that will be required to pay the probable liability of such\nPerson on its debts as they become absolute and matured; (c) such Person is able\nto realize upon its property and pay its debts and other liabilities (including\ndisputed, contingent and unliquidated liabilities) as they mature in the normal\ncourse of business; (d) such Person does not intend to, and does not believe\nthat it will, incur debts or liabilities beyond such Person's ability to pay as\nsuch debts and liabilities mature; and (e) such Person is not engaged in\nbusiness or a transaction, and is not about to engage in a business or a\ntransaction, for which such Person's property would constitute unreasonably\nsmall capital.\n\n \n                                       39\n\n     \"SPC\": each Purchaser which is a special purpose corporation identified as\nsuch on the signature pages hereto next to the caption \"SPC\" and each special\npurpose corporation identified as such in a Commitment Transfer Supplement or a\nTransfer Notice.\n\n     \"SPC Bank\": each Purchaser which is identified as such on the signature\npages hereto next to the caption \"SPC Bank\" and immediately below the signature\nof its SPC.\n\n     \"Special Settlement Date\": April 2, 1999, July 2, 1999, October 1, 1999 and\nDecember 31, 1999.\n\n     \"Special Settlement Date Accrual Period\": with respect to any Special\nSettlement Date, the period beginning on the third Working Day after such\nSpecial Settlement Date and ending on the next Settlement Date; provided that,\nif the notice provided for in Section 2.3 is delivered to the Managing Facility\nAgent at least three Working Days before any Special Settlement Date, the\nSpecial Settlement Date Accrual Period with respect to such Special Settlement\nDate shall begin on such Special Settlement Date.\n\n     \"Specified Amortization Event\": (i) an Amortization Event of the type\ndescribed in subsection 8.1(a), (b), (e), (f), (j) (unless applicable to the\nServicer which is neither Raytheon Credit nor an Affiliate of Raytheon Credit),\n(m), (n) or (o), or (ii) an Amortization Event of the type described in\nsubsection 8.1(d) if such Amortization Event could reasonably be expected to\nhave a Material Adverse Effect.\n\n     \"Stipulated Aircraft Value\": the Stipulated Aircraft Value as set forth in\nany lease Contract with respect to the related Financed Aircraft.\n\n     \"Subsidiary\": as to any Person, a corporation, partnership or other entity\nof which shares of stock or other ownership interests having ordinary voting\npower (other than stock or such other ownership interests having such power only\nby reason of the happening of a contingency) to elect a majority of the board of\ndirectors or other managers of such corporation, partnership or other entity are\nat the time owned, or the management of which is otherwise controlled, directly\nor indirectly through one or more intermediaries, or both, by such Person.\n\n     \"Substituted Receivable\":  as defined in subsection 2.13(a).\n\n     \"Substituted Lease Receivable\":  as defined in subsection 2.13(e).\n\n     \"Syndication Materials\": the collective reference to (i) the document dated\nFebruary 1999 furnished on behalf of the Seller to the Purchasers with respect\nto the transactions contemplated by the Purchase Documents and (ii) those\nmaterials relating to the Receivables and related Contracts and Financed\nAircraft and the business and operations of the Seller, RAC, Raytheon Credit and\nRaytheon.\n\n     \"Taxes\": means any and all present or future taxes, levies, imposts,\nduties, deductions, charges or withholdings imposed by any Governmental\nAuthority.\n\n \n                                       40\n\n     \"Transferee\": as defined in subsection 11.6(f).\n\n     \"Transfer Notice\": as defined in subsection 11.6(c).\n\n     \"Transferred Property\": as defined in subsection 11.13(a)(i).\n\n     \"Travel Air\":  Raytheon Travel Air Company, a Kansas corporation.\n\n     \"Travel Air Aircraft\": Aircraft the undivided interests in which are sold\nto Obligors pursuant to Travel Air Contracts.\n\n     \"Travel Air Contracts\": those purchase, management and other agreements,\nsubstantially in the form of Exhibit I hereto, pursuant to which Travel Air has\nsold to an Obligor an undivided interest in an aircraft and agreed to the\nmanagement (including interchange arrangements) with respect thereto.\n\n     \"Travel Air Receivables\": the collective reference to each Receivable\nsecured by the applicable Obligor's rights and interests in and to the Travel\nAir Aircraft and the Travel Air Contracts.\n\n     \"Trigger Amortization Event\": any Amortization Event which occurs during,\nor which pursuant to subsection 8.2(b) results in the commencement of, the\nAmortization Period.\n\n     \"25% Repurchase Receivables\": at any date of determination, the collective\nreference to the following types of Receivables:\n\n(a)  Receivables arising from the financing of General Aviation Aircraft, the\n     Obligor under which is located (within the meaning of Section 9-103 of the\n     New York UCC) in the United States;\n\n(b)  ExIm Bank Receivables; and\n\n(c)  L\/C Receivables with a letter of credit issued by an Acceptable L\/C Issuer\n     and held by the Bailee under the Bailment Agreement.\n\n     \"UCC\": with respect to a specified jurisdiction, the Uniform Commercial\nCode as from time to time in effect in such jurisdiction.\n\n     \"Unaffiliated Foreign Lessee\": with respect to any Affiliated Receivable,\nthe lessee under the related Applicable Lease.\n\n     \"Uncertified Foreign Receivables\": Foreign Receivables and Affiliate\nReceivables which are not Certified Foreign Receivables.\n\n     \"Unsecured Foreign Receivable\": a Receivable arising from the purchase of\nan Aircraft by an Obligor not located (within the meaning of Section 9-103 of\nthe New York UCC) within the United States, the Principal Balance of which is\nless than $500,000 at the time of purchase or substitution hereunder.\n\n     \"Uncertified Lease Receivables\": A Foreign Receivable which is a Lease\nReceivable with a Foreign Obligor for which a Lien on the Financed Aircraft has\nnot been granted by the Seller to the Administrative Agent under Sections\n2.27(a)(iii)(A) and 2.27(a)(iii)(B).\n\n \n                                       41\n\n     \"Unsecured Receivables\": the collective reference to each Receivable which\nis (i) an Unsecured Foreign Receivable, (ii) an Existing Certified Receivable\nwith respect to which the requirements of subsection 6.1(n)(i) have not been\nsatisfied, (iii) an Existing Receivable which is an \"Uncertified Foreign\nReceivable\" under and as defined in the Existing Agreement pursuant to which\nsuch Receivable was purchased, (iv) an Existing Receivable which is a\n\"Registerable Lease Receivable\" under the Existing Agreement pursuant to which\nsuch Receivable was purchased and with respect to which the requirements of\nsubsection 6.1(n)(ii) have not been satisfied and (v) an Uncertified Lease\nReceivable.\n\n     \"Wholesale Receivable\": a Domestic Wholesale Receivable or a Foreign\nWholesale Receivable.\n\n     \"Working Day\": any Business Day on which dealings in foreign currencies and\nexchange between banks may be carried on in London, England.\n\n     \"Year\":  as defined in \"Applicable Margin\".\n\n1.2  Other Definitional Provisions. (a) Unless otherwise specified therein, all\n     terms defined in this Agreement shall have the defined meanings when used\n     in any certificate or other document made or delivered pursuant hereto.\n\n(b)  As used herein and in any certificate or other document made or delivered\n     pursuant hereto, accounting terms relating to the Seller and its\n     Subsidiaries not defined in subsection 1.1 and accounting terms partly\n     defined in subsection 1.1, to the extent not defined, shall have the\n     respective meanings given to them under GAAP.\n\n(c)  When used in this Agreement, \"purchase\" and its correlative meanings shall\n     refer to purchases of Eligible Receivables by the Purchasers pursuant to\n     and subject to the terms and conditions of, this Agreement.\n\n(d)  The words \"hereof\", \"herein\" and \"hereunder\" and words of similar import\n     when used in this Agreement shall refer to this Agreement as a whole and\n     not to any particular provision of this Agreement, and Section, subsection,\n     Schedule and Exhibit references are to this Agreement unless otherwise\n     specified.\n\n(e)  The meanings given to terms defined herein shall be equally applicable to\n     both the singular and plural forms of such terms.\n\n \n                                       42\n\n                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS\n\n     2.1 Agreement to Purchase and Sell; Special Purpose Purchasers; Initial\nUtilization and Pro Ration. (a) Subject to the terms and conditions hereof, the\nSeller agrees to sell to each Purchaser, and each Purchaser severally agrees to\npurchase from the Seller from time to time during the Revolving Period,\nundivided interests in Receivables with an Outstanding Purchase Price at any one\ntime as to such Purchaser not to exceed the amount of such Purchaser's\nCommitment. The Outstanding Purchase Price of all Purchased Receivables\n(exclusive of the interests of Dissenting Purchasers) at any one time shall not\nexceed the aggregate Commitments then in effect. Each purchase and sale of\nReceivables shall, subject to the terms and conditions hereof, take place on the\nClosing Date or on any Settlement Date during the Revolving Period. Each\nPurchaser's Available Commitment Percentage of the Purchase Price for the\nReceivables being purchased on the Closing Date or such Settlement Date shall\nnot exceed such Purchaser's Available Commitment at such date (calculated before\ngiving effect to any such purchase). Upon the expiration of the Revolving\nPeriod, the Commitments will be canceled, the Purchasers will have no further\ncommitment to purchase Receivables hereunder and Collections on the Purchased\nReceivables will continue to be applied in respect of the Outstanding Purchase\nPrice in accordance with the terms of this Agreement.\n\n(b)  In consideration of the agreements set forth herein, upon each purchase of\n     Receivables hereunder, the Seller will sell, assign and transfer to the\n     Purchasers all of its right, title and interest in and to the Receivables,\n     the related Contracts (including any Applicable Leases) and Financed\n     Aircraft.\n\n(c)  For any Purchaser which is an SPC Bank, any purchase to be made by such\n     Purchaser may from time to time be made by the related SPC in its sole\n     discretion and nothing herein contained shall constitute a commitment to\n     make purchases by such SPC; provided that if any SPC elects not to make a\n     purchase, its SPC Bank agrees it will make such purchase pursuant to the\n     terms hereof. Any purchase by an SPC shall constitute a utilization of the\n     Commitment of the SPC Bank.\n\n(d)  It is expressly agreed that on the Closing Date, immediately following the\n     purchases and sales provided for above in subsection 2.1(d) of the 1997\n     Agreement, each Existing Agreement was deemed amended and restated by the\n     1997 Agreement.\n\n     2.2 Procedures for Making Purchases. The Seller shall give the Managing\nFacility Agent irrevocable notice, which notice must be received by the Managing\nFacility Agent prior to 10:00 a.m., New York City time, on the Reporting Date\nprior to the Settlement Date (other than a Special Settlement Date) on which the\nSeller wishes to sell Eligible Receivables hereunder (or, in the case of the\ninitial purchase, three Working Days prior to the Closing Date). Each such\nnotice of a proposed purchase shall specify the date of purchase (which shall be\nthe Closing Date or the Settlement Date next succeeding such Reporting Date),\nthe aggregate Outstanding Purchase Price of the Purchased Receivables prior to\nsuch proposed purchase (after giving effect to the application of Collections on\nthe related Settlement Date), the Principal Balance and the Purchase Price for\n\n \n                                       43\n\neach Receivable which the Seller proposes to sell on the Closing Date or such\nSettlement Date and any other information which the Managing Facility Agent, in\nits reasonable discretion, may require prior to the Closing Date or such\nSettlement Date. Upon receipt of any such notice from the Seller, the Managing\nFacility Agent shall promptly notify each Purchaser thereof. Prior to 11:00\na.m., New York City time, on each such Settlement Date on which a purchase has\nbeen requested to be made, each Purchaser shall make available to the Managing\nFacility Agent, in immediately available funds at the Managing Facility Agent's\noffice specified in subsection 11.2, the amount of such Purchaser's pro rata\nshare of such aggregate Purchase Price for all Receivables being purchased on\nsuch Settlement Date. Subject to the terms and conditions hereof, the proceeds\nof such purchase will then be made available (or deemed made available if\nsubsection 2.15 is applicable) to the Seller by the Managing Facility Agent\ncrediting the account of the Seller on the books of such office with the\naggregate of the amounts made available to the Managing Facility Agent by the\nPurchasers and in like funds as received by the Managing Facility Agent.\n\n     2.3 Special Settlement Dates. On each Special Settlement Date, the Seller\nwill be permitted to sell Eligible Receivables to the Purchasers. In connection\nwith any purchase of Eligible Receivables on any Special Settlement Date, the\nSeller shall give the Managing Facility Agent irrevocable notice, which notice\nmust be received by the Managing Facility Agent prior to 10:00 a.m., New York\nCity time on the day which is one Business Day prior to such Special Settlement\nDate. Each such notice, which shall be in the form of Exhibit H, shall specify\n(i) the aggregate Outstanding Purchase Price of the Purchased Receivables prior\nto such proposed purchase, (ii) the Principal Balance and the Purchase Price for\neach Receivable which the Seller proposes to sell on such Special Settlement\nDate and (iii) the amount of 90% Repurchase Receivables, 75% Repurchase\nReceivables and 25% Repurchase Receivables, respectively, included in the\nReceivables which the Seller proposes to sell on such Special Settlement Date.\nUpon receipt of any notice from the Seller, the Managing Facility Agent shall\npromptly notify each Purchaser thereof. Prior to 11:00 a.m., New York City time,\non such Special Settlement Date, each Purchaser shall make available to the\nManaging Facility Agent, in immediately available funds at the Managing Facility\nAgent's office specified in Section 11.2, the amount of such Purchaser's pro\nrata share of the aggregate Purchase Price for all Receivables being purchased\non such Special Settlement Date. Subject to the terms and conditions hereof, the\nproceeds of such purchase will then be made available to the Seller by the\nManaging Facility Agent crediting the account of the Seller on the books of such\noffice with the aggregate of the amounts made available to the Managing Facility\nAgent by the Purchasers and in like funds as received by Managing Facility\nAgent.\n\n     2.4 Participated Receivables. (a) In the event that on any Settlement Date\nthe aggregate Available Commitments are less than the aggregate Purchase Price\nof Eligible Receivables the Seller proposes to sell on such Settlement Date, and\nso long as no Rating Event has occurred and is continuing, the Purchasers agree,\nsubject to the terms and conditions in this Agreement, to purchase an interest\nin each such Receivable, the Purchase Price of which would otherwise exceed the\namount of the Available Commitments, up to the aggregate Available Commitments\nthen in effect. The Purchase Price for each such Receivable shall be deemed to\nbe the Principal Balance able to be purchased under the Available Commitments;\n\n \n                                       44\n\nprovided that the Available Commitments shall first be applied to purchase\nReceivables other than Participated Receivables to the fullest extent available\nand next to purchase Participated Receivables. The portion of each such\nReceivable not available to be purchased by the Purchasers shall be an interest\nof the Seller in such Receivable and shall represent the Seller's Interest in\nsuch Participated Receivable. The Seller's Interest in each Participated\nReceivable shall be subordinated and junior to the rights of the Purchasers in\naccordance with the terms and conditions of subsection 2.4(b). The portion of\nany Participated Receivable representing the Seller's Interest therein shall be,\nsubject to the terms and conditions of this Agreement, available as a Receivable\nfor purchase by the Purchasers on subsequent Settlement Dates.\n\n(b)  The Seller's Interest in and to each Participated Receivable shall be\n     subordinate and junior in right of payment and all other rights to the\n     rights of the Purchasers with respect to such Participated Receivable,\n     including, but not limited to, the rights of the Purchasers to receive all\n     Principal Collections and Finance Charge Collections on such Participated\n     Receivable. Such subordination shall be in effect until the Principal\n     Balance purchased by the Purchasers of the Participated Receivable, after\n     application of Principal Collections received on account of such\n     Participated Receivable, has been reduced to zero and, accordingly, the\n     Seller shall not (except as provided in subsection 2.16(b)) be entitled to\n     receive any amounts with respect to a Participated Receivable on account of\n     the Seller's Interest therein until such time. If the Seller receives any\n     payment on account of the Seller's Interest in any Participated Receivable\n     prior to the time at which it is entitled to retain such payment pursuant\n     to this subsection 2.4(b), the Seller shall hold such payment in trust for\n     the Managing Facility Agent and the Purchasers and shall immediately\n     deposit such payment into the Concentration Account.\n\n     2.5 Extended Term Receivables. (a) The Purchasers agree, subject to the\nterms and conditions of this Agreement, on the Closing Date and any Settlement\nDate to purchase Extended Term Receivables, up to each Purchaser's Available\nCommitment, for a Purchase Price equal to (a) the actual unpaid Principal\nBalance of such Receivable on the last day of the Settlement Period preceding\nthe date of purchase less (b) the aggregate amount of principal payments\nscheduled to be made thereon after the Cash Flow Cutoff Date for such Extended\nTerm Receivable. The portion of each such Receivable not available to be\npurchased by the Purchasers shall be an interest of the Seller in such\nReceivable and shall represent the Seller's Interest in such Extended Term\nReceivable. The Seller's Interest in each Extended Term Receivable shall be\nsubordinated and junior to the rights of the Purchasers in accordance with the\nterms and conditions of subsection 2.5(b). The portion of the actual unpaid\nprincipal balance of any Extended Term Receivable representing the Seller's\nInterest therein shall be, subject to the terms and conditions hereof\n(including, without limitation, that principal payments scheduled to be made\nafter the applicable Cash Flow Cutoff Date at any date of determination are not\navailable for purchase under this Agreement), available for purchase by the\nPurchasers on subsequent Settlement Dates.\n\n \n                                       45\n\n(b)  The Seller's Interest in and to each Extended Term Receivable shall be\n     subordinate and junior in right of payment and all other rights to the\n     rights of the Purchasers with respect to such Extended Term Receivable,\n     including, but not limited to, the rights of the Purchasers to receive all\n     Principal Collections and Finance Charge Collections on such Extended Term\n     Receivable. Such subordination shall be in effect until the Principal\n     Balance purchased by the Purchasers of the Extended Term Receivable, after\n     application of Principal Collections received on account of such Extended\n     Term Receivable, has been reduced to zero and, accordingly, the Seller\n     shall not be entitled to receive any amounts with respect to a Extended\n     Term Receivable on account of the Seller's Interest therein until such\n     time. If the Seller receives any payment on account of the Seller's\n     Interest in any Extended Term Receivable prior to the time at which it is\n     entitled to retain such payment pursuant to this subsection 2.5(b), the\n     Seller shall hold such payment in trust for the Managing Facility Agent and\n     the Purchasers and shall immediately deposit such payment into the\n     Concentration Account.\n\n     2.6 Certain Actions Following a Rating Event and a Discount Event. (a) If a\nRating Event shall occur, then no later than the 10th Business Day following\nsuch occurrence (provided such Rating Event shall then be continuing) the Seller\nshall deposit cash into the Cash Collateral Account an amount equal to the\nRepurchase Percentage times the aggregate Outstanding Purchase Price (as of the\nSettlement Date preceding such date of deposit). As long as any Rating Event\ncontinues, any amounts deposited in the Cash Collateral Account shall be applied\nfrom time to time in accordance with subsection 2.14(c). If such Rating Event\nshall cease to continue, the Managing Facility Agent shall, upon written request\nof the Seller, withdraw amounts so deposited in the Cash Collateral Account and\ndeliver such amounts to the Seller (or upon its order).\n\n(b)  On each Settlement Date after the occurrence and during the continuance of\n     a Discount Event or Rating Event, each purchase of Eligible Receivables in\n     accordance with the terms and conditions specified in this Agreement shall\n     be at a discount as specified in the proviso contained in the definition of\n     \"Purchase Price\" and the portion of such Receivable's Principal Balance\n     equal to the sum of the reductions and discounts required pursuant to such\n     proviso clause shall be an interest of the Seller in such Receivable and\n     shall constitute the Seller's Interest. The Seller's Interest in each\n     Purchased Receivable created pursuant to this clause (b) shall be\n     subordinated and junior to the rights of the Purchasers in accordance with\n     the terms and conditions of subsection 2.6(c). If a Rating Event or\n     Discount Event is no longer continuing, the portion of any Receivable\n     representing the Seller's Interest created therein pursuant to this clause\n     (b) shall, subject to the terms and conditions of this Agreement, be deemed\n     to be available as a Receivable for purchase by the Purchasers on\n     subsequent Settlement Dates.\n\n(c)  The Seller's Interest in and to each Purchased Receivable a portion of\n     which is an interest of the Seller pursuant to subsection 2.6(b) shall be\n     subordinate and junior in right of payment and all other rights to the\n     rights of the Purchasers with respect to the Purchased Receivables,\n     including, but not limited to, the rights of the Purchasers to receive all\n     Principal Collections and Finance Charge Collections on the Purchased\n     Receivables until the Outstanding Purchase Price has been reduced to zero\n     and all other amounts owing to the Managing Facility Agent or any Purchaser\n     under any Purchase Document have been paid in full and, accordingly, the\n     Seller shall not (except as provided in subsection 2.16(b)) be entitled to\n     receive any amounts on account of the Seller's Interest in such Purchased\n     Receivables until the Outstanding Purchase Price has been reduced to zero\n     and all other amounts owing to the Managing Facility Agent or any Purchaser\n     under any Purchase Document have been paid in full.\n\n \n                                       46\n\n(d)  If a Rating Event shall occur and be continuing, Lease Receivables, 90%\n     Repurchase Receivables, Unsecured Foreign Receivables, Nonstandard\n     Receivables, ExIm Bank Receivables, Affiliate Receivables and Receivables\n     (other than Wholesale Receivables) the payments of which are not required\n     to be made at least monthly and Receivables the Obligor of which is a\n     Governmental Authority (other than a United States Federal Governmental\n     Authority) will not be eligible for purchase or substitution hereunder\n     (including Lease Receivables under subsection 2.13(e)).\n\n(e)  If a Rating Event shall occur and be continuing and the Servicer makes a\n     drawing under any letter of credit related to a L\/C Receivable pursuant to\n     subsection 3.2(a), the Servicer shall deposit the amount of such drawing in\n     the Collection Account on the date deposits are required to be made\n     hereunder pursuant to subsection 2.14(a).\n\n(f)  If a Rating Event shall occur and be continuing the Seller will enter into\n     interest rate hedge arrangements in accordance with subsection 6.1(k).\n\n(g)  If a Rating Event shall occur or be continuing, the other provisions of\n     this Agreement regarding such event including, without limitation, those\n     specified in clause (k) of the definition of \"Eligible Applicable Lease\",\n     clauses (c), (x), (y), (aa), (dd) and (ee) of the definition of \"Eligible\n     Receivable\", the definition of \"Purchase Price\", the definition of\n     \"Repurchase Factor\", the definition of \"Repurchase Price\" and subsections\n     2.4, 2.5, 2.10, 2.11, 2.14, 2.15, 2.16, 6.1(k), 11.1 and 11.7 hereof, shall\n     apply.\n\n     2.7 Concentration Limits. (a) The Seller shall not sell or substitute\nEligible Receivables on any Settlement Date if, and to the extent that, after\ngiving effect to such sales and substitutions on such date (unless the Managing\nFacility Agent and all of the Purchasers otherwise agree with respect to clauses\n(i) and (ii) below and unless the Managing Facility Agent and the Required\nPurchasers otherwise agree with respect to clauses (iii) through (xvi) below):\n\n(i)  the aggregate outstanding Principal Balances of all Purchased Receivables\n     in respect of a single Obligor and all of its Affiliates or a single\n     Unaffiliated Foreign Lessee and all of its Affiliates would exceed an\n     amount equal to 10% of the Outstanding Purchase Price on such Settlement\n     Date, provided, that (x) if no Amortization Event has occurred and is\n     continuing, the Seller may request that the 10% concentration limit with\n     respect to any Obligor be waived and such waiver may be granted with the\n     unanimous written consent of the Purchasers; and (y) if on any Settlement\n     Date, Raytheon's Debt Rating is at either of the levels set forth below\n     then the 10% concentration limit is hereby waived with respect to Great\n     Lakes and Mesa and the concentration percentages for each set forth\n     opposite such Debt Rating shall be applicable:\n\n         Debt Rating                     Mesa %       Great Lakes %\n\n         BBB or Baa2 or higher            20%               15%\n         below BBB or Baa2                15%               10%;\n\n \n                                       47\n\n(ii)   the aggregate outstanding Principal Balances of Purchased Receivables of\n       the five Obligors and all of their Affiliates with the largest aggregate\n       outstanding Principal Balances would exceed an amount equal to 35% of the\n       Outstanding Purchase Price on such Settlement Date; provided, that the\n       Principal Balances of Receivables having Mesa as the applicable Obligor\n       shall be excluded from the foregoing concentration limitations unless\n       Raytheon's Debt Rating is below either BBB or Baa2 during which time such\n       Receivables shall be subject to the foregoing limitations. For purposes\n       of this subsection 2.7(a)(ii), the Obligor under an Affiliate Receivable\n       shall be deemed to be the Unaffiliated Foreign Lessee thereunder;\n\n(iii)  the aggregate outstanding Principal Balances of Purchased Receivables\n       created in connection with the financing or refinancing of Refinanced\n       Aircraft would constitute more than 50% of the Outstanding Purchase Price\n       paid for all Receivables (other than Wholesale Receivables) on such\n       Settlement Date;\n\n(iv)   the aggregate outstanding Principal Balances of all Nonstandard\n       Receivables would exceed an amount equal to 35% of the Outstanding\n       Purchase Price on such Settlement Date;\n\n(v)    the aggregate outstanding Principal Balances of all Secured Lease\n       Receivables would exceed an amount equal to 35% of the Outstanding\n       Purchase Price on such Settlement Date;\n\n(vi)   the aggregate outstanding Principal Balances of all Uncertified Foreign\n       Receivables (other than L\/C Receivables and Foreign Wholesale\n       Receivables) would exceed an amount equal to 40% of the Outstanding\n       Purchase Price on such Settlement Date;\n\n(vii)  the aggregate outstanding Principal Balances of all Purchased Receivables\n       which are not required to be paid in consecutive monthly installments\n       (including, without limitation, Quarterly Receivables and Semi-Annual\n       Receivables) would exceed 20% of the Outstanding Purchase Price on such\n       Settlement Date;\n\n(viii) the aggregate outstanding Principal Balances of all Purchased Receivables\n       with respect to which the Financed Aircraft related thereto are without\n       conveyance numbers from the FAA on such Settlement Date would exceed,\n       during such times as Raytheon's Debt Rating is equal to the levels set\n       forth below, the corresponding percentage of the Outstanding Purchase\n       Price on such Settlement Date:\n\n                                               Concentration\n                  Raytheon Debt Rating        Percentage Limit\n                  BBB\/Baa2 or higher               25%\n                  below BBB\/Baa2                    0%; or\n\n(ix)   with respect to each foreign jurisdiction (other than Brazil) whose long-\n       term foreign currency debt rating is rated below BBB- and Baa3, the\n       aggregate outstanding Principal Balances of all Purchased Receivables\n       which are Foreign Receivables having a Foreign Obligor located in such\n       jurisdiction would exceed an amount equal to 5% or, in the case of\n       Brazil, 10% of the Outstanding Purchase Price on such Settlement Date.\n       For purposes of this clause (ix), the Obligor under an Affiliate\n       Receivable shall be deemed to be the Unaffiliated Foreign Lessee\n       thereunder;\n\n \n                                       48\n\n(x)    the aggregate outstanding Principal Balances of all Unsecured Receivables\n       on any Settlement Date would exceed an amount equal to 30% of the\n       Outstanding Purchase Price on such Settlement Date;\n\n(xi)   the aggregate outstanding Principal Balances of all Wholesale Receivables\n       would exceed an amount equal to 20% of the Outstanding Purchase Price on\n       such Settlement Date;\n\n(xii)  the aggregate outstanding Principal Balances of all Unsecured Foreign\n       Receivables the Obligor of which is a Governmental Authority would exceed\n       an amount equal to 2% of the Outstanding Purchase Price on such\n       Settlement Date;\n\n(xiii) the aggregate outstanding Principal Balances of all Extended Term\n       Receivables would exceed an amount equal to 50% of the Outstanding\n       Purchase Price on such Settlement Date;\n\n(xiv)  the aggregate outstanding Principal Balances of all Purchased Receivables\n       with respect to Aircraft manufactured by any Person other than RAC would\n       exceed an amount equal to 2% of the Outstanding Purchase Price on such\n       Settlement Date;\n\n(xv)   the aggregate outstanding Principal Balances of all Purchased Receivables\n       which are Lease Receivables which are carried on the books of Raytheon\n       Credit or the Seller as operating leases (collectively, \"Operating Lease\n       Receivables\") would exceed an amount equal to 2% of the Outstanding\n       Purchase Price on such Settlement Date; or\n\n(xvi)  the aggregate outstanding Principal Balances of all Purchased Receivables\n       with respect to which the FAA Assignment for the Financed Aircraft\n       related thereto (if required pursuant to subsection 5.2(e) hereof) is\n       without a conveyance number from the FAA on the Applicable Settlement\n       Date would exceed an amount equal to 25% of the Outstanding Purchase\n       Price on such Settlement Date; provided that, if Raytheon's Debt Rating\n       is below BBB or Baa2, then such limit shall be reduced to 0%; or\n\n(xvii) the aggregate outstanding Principal Balances of all Travel Air\n       Receivables on any Settlement Date would exceed an amount equal to 5% of\n       the Outstanding Purchase Price on such Settlement Date.\n\n(b)    If any such sale or substitution on any Settlement Date shall cause a\n       breach of any of the limitations specified in subsections 2.7(a)(i)\n       through 2.7(a)(xvii), the Seller shall, subject to subsection 2.13,\n       repurchase from the Purchasers, on the Settlement Date immediately\n       following the date the Managing Facility Agent notifies the Seller of\n       such breach, sufficient Receivables such that after such repurchase such\n       breach shall have been remedied (each Receivable so repurchased, a\n       \"Concentration Receivable\"). The Seller shall effect such repurchase by\n       depositing into the Concentration Account on such Settlement Date cash in\n       an amount equal to the aggregate Outstanding Balances of the\n       Concentration Receivables plus, if a Trigger Amortization Event has\n       occurred and is continuing, accrued and unpaid interest thereon at the\n       rate under the related Contract except to the extent (without\n       duplication) of any payment made pursuant to subsection 2.18 for the\n       Settlement Period during which such interest accrued and was not paid by\n       the related Obligor. The amount of any such deposit shall be applied and\n       distributed in accordance with subsections 2.15 and 2.16.\n\n \n                                       49\n\n     2.8 Term of Revolving Period. () So long as no Amortization Event has\noccurred and is continuing, no more than 60 and no less than 45 days prior to\nthe applicable Expiration Date, the Seller may request, through the Managing\nFacility Agent, that each Purchaser extend the Revolving Period, which decision\nwill be made by each Purchaser in its sole discretion. Such request by the\nSeller shall be accompanied by an amortization schedule of Purchased Receivables\nin form and substance satisfactory to the Managing Facility Agent and the\nPurchasers. Upon receipt of any such request, the Managing Facility Agent shall\npromptly notify each Purchaser thereof. At least 30 but not more than 45 days\nprior to the applicable Expiration Date, each Purchaser shall notify the\nManaging Facility Agent of such Purchaser's willingness to extend the Revolving\nPeriod, and the Managing Facility Agent shall notify the Seller of such\nwillingness by the Purchasers on such 30th day. The approval of the Managing\nFacility Agent and at least the Majority Purchasers (calculated as to Purchasers\nwhich are not Dissenting Purchasers prior to the applicable Expiration Date)\nshall be required to extend such Expiration Date.\n\n(b)(i) Any Purchaser not wishing to extend the Revolving Period (a \"Dissenting\n     Purchaser\") may in its sole discretion elect to terminate its Commitment on\n     the Expiration Date in effect prior to any such extension of the Revolving\n     Period. The Dissenting Purchaser shall give the Managing Facility Agent\n     notice of such election at least 30 days prior to the applicable Expiration\n     Date, provided that failure to expressly notify the Managing Facility Agent\n     of a willingness to extend the Expiration Date in accordance with\n     subsection 2.8(a) shall be deemed an election by such Purchaser to\n     terminate its Commitment on the Expiration Date. Upon receipt of any notice\n     the Managing Facility Agent shall promptly notify each other Purchaser and\n     the Seller thereof. The Seller, by notice to the Managing Facility Agent,\n     may (but shall not be required to) request one or more other Purchasers, or\n     seek another financial institution acceptable to the Managing Facility\n     Agent and the Seller, in their reasonable discretion, to acquire the\n     Commitment of the Dissenting Purchaser and all amounts payable to it\n     hereunder in accordance with subsection 11.6(c). Unless otherwise specified\n     in connection with a transfer made pursuant to subsection 11.6(c), a\n     Purchaser shall become a Dissenting Purchaser pursuant to this subsection\n     2.8(b) on the first day following the Expiration Date on which its\n     Commitment is terminated.\n\n(ii) If any Dissenting Purchaser's Commitment is not acquired pursuant to\n     subsection 11.6(c), such Dissenting Purchaser shall, on each Settlement\n     Date after the Expiration Date on which its Commitment terminates, (A) be\n     paid such Dissenting Purchaser's pro rata share of Principal Collections\n     received after such Expiration Date solely (except as provided in\n     subsection 2.13(c)) on account of Eligible Receivables purchased or\n     substituted on or before such Expiration Date (based on such Dissenting\n     Purchaser's Commitment Percentage at the time its Commitment terminated)\n     (as to such Dissenting Purchaser, its \"Frozen Pool\"), (B) not purchase any\n     additional Receivables after such Expiration Date and (C) be paid interest\n     in accordance with subsection 2.17 in respect of its Outstanding Purchase\n     Price.\n\n \n                                       50\n\n(iii) So long as the Revolving Period has not expired or terminated, if on any\n      Settlement Date after a Purchaser becomes a Dissenting Purchaser its\n      Outstanding Purchase Price is less than 10% (after giving effect to the\n      application of Collections on such Settlement Date) of such Dissenting\n      Purchaser's maximum Outstanding Purchase Price at any time prior to the\n      date such Purchaser became a Dissenting Purchaser, then the Seller may\n      give the Managing Facility Agent irrevocable notice, which must be\n      received by the Managing Facility Agent by 10:00 a.m., New York City time,\n      on the Reporting Date prior to the next succeeding Settlement Date, (A)\n      requesting that each other Purchaser purchase a pro rata share (based on\n      such other Purchaser's Available Commitment Percentage as in effect on\n      such next succeeding Settlement Date) of such Dissenting Purchaser's\n      Outstanding Purchase Price (the \"Buyout Amount\") subject to the approval\n      of the Managing Facility Agent and the Majority Purchasers or (B) stating\n      that the Seller or an Affiliate of the Seller will repurchase all the\n      Dissenting Purchaser's interests in and to the Receivables in the Frozen\n      Pool by payment of the Buyout Amount on such next succeeding Settlement\n      Date; provided that no such purchase by the Purchasers shall be made if\n      the Buyout Amount to be paid by such Purchasers exceeds the aggregate\n      Available Commitments in effect on such next succeeding Settlement Date\n      (after giving effect to purchases from the Seller on such date). Any such\n      purchase of the Buyout Amount by the Purchasers shall be subject to, and\n      shall be made upon satisfaction of, the conditions set forth in subsection\n      5.2 and, in connection therewith, the Seller shall be deemed to have made\n      the representations and warranties set forth in subsection 4.2 with\n      respect to the Receivables constituting the Frozen Pool as if such\n      Receivables were being sold to the Purchasers on such Settlement Date.\n      Payment for the purchase by the Purchasers or the repurchase by the Seller\n      of the Frozen Pool, as the case may be, shall be made to the Managing\n      Facility Agent for the account of such Dissenting Purchaser on such\n      Settlement Date by deposit into the Concentration Account on the\n      Settlement Date required by this subsection 2.8(b)(iii).\n\n      2.9 Termination or Reduction of Commitments. (a) On any Settlement Date,\nthe Seller shall have the right to terminate the Commitments or reduce the\namount thereof by notice to the Managing Facility Agent on the preceding\nReporting Date; provided that no such termination or reduction shall be\npermitted if, after giving effect thereto and to any distributions on account of\nthe Outstanding Purchase Price made on such Settlement Date, the then\nOutstanding Purchase Price (exclusive of the interests of Dissenting Purchasers)\nwould exceed the Commitments then in effect. Any such reduction shall be in an\namount equal to $50,000,000 or a multiple of $1,000,000 in excess thereof and\nshall permanently reduce the Commitments then in effect.\n\n(b)   Each Purchaser's Commitment shall terminate upon the expiration of the\n      Revolving Period as to such Purchaser.\n\n      2.10 Defaulted Receivables; Application of Lease Security Deposits. () (i)\nOn each Settlement Date (other than a Special Settlement Date) the Seller agrees\nto repurchase from the Purchasers, up to the Repurchase Obligation, all\nReceivables which became Defaulted Receivables during each preceding Settlement\nPeriod with respect to which the Seller has not substituted an Eligible\nReceivable pursuant to subsection 2.13, as indicated on the Settlement Statement\n\n \n                                       51\n\ndelivered on the related Reporting Date. Subject to subsections 2.10(b), 2.13,\n2.15(b) and clause sixth of subsection 2.16(b), the Seller shall repurchase such\nDefaulted Receivables by depositing into the Concentration Account on such\nSettlement Date cash in an amount equal to the aggregate Outstanding Balances of\nthe Defaulted Receivables plus, if a Trigger Amortization Event has occurred and\nis continuing, accrued and unpaid interest thereon at the rate under the related\nContract except to the extent (without duplication) of any payment made pursuant\nto subsection 2.18 for the Settlement Period during which such interest accrued\nand was not paid by the Obligor under such Contract. The amount of any such\ndeposit shall be applied and distributed in accordance with subsections 2.15 and\n2.16. If on any Settlement Date the Repurchase Price to be paid by the Seller\nfor any Defaulted Receivable would cause the Repurchase Obligation then in\neffect (determined on such Settlement Date) to be exceeded, the Seller shall be\ndeemed to acquire only a fractional interest in each Defaulted Receivable\nrepurchased on such Settlement Date. The numerator of such fraction shall be the\nRepurchase Obligation then in effect determined on such Settlement Date and the\ndenominator thereof shall be the aggregate Repurchase Price for all Defaulted\nReceivables on such Settlement Date. Upon any repurchase of a Defaulted\nReceivable pursuant to this subsection or the Repurchase Agreement after a\nDiscount Event or Rating Event, the Seller's Interest shall be reduced by an\namount equal to the Purchase Discount, if any, with respect to such Defaulted\nReceivable times the Principal Balance thereof on the last day of the Settlement\nPeriod preceding the Settlement Date on which such repurchase is made. Any\nPurchased Receivable related to a Remarketed Aircraft which is repurchased or\nsubstituted for in accordance with subsection 2.11 or 2.13, respectively, shall\nnot be deemed to be a Defaulted Receivable.\n\n(ii) In the event that a Rating Event occurs and is continuing, any Net\n     Recoveries received by the Seller (A) on account of any Defaulted\n     Receivable repurchased by it, RAC or the Guarantor or (B) on account of any\n     Defaulted Receivable which neither the Seller, RAC nor the Guarantor has\n     repurchased, shall be deposited into the Cash Collateral Account. In the\n     event that the Amortization Period ends pursuant to clause (ii) of the\n     definition of such term, any Net Recoveries received by the Seller after\n     such time (A) on account of a Defaulted Receivable repurchased by it, RAC\n     or the Guarantor or (B) on account of any Defaulted Receivable which none\n     of the Seller, RAC nor the Guarantor has repurchased shall be deposited\n     into the Cash Collateral Account. The Seller shall make any deposit\n     required to be made by this subsection 2.10(a)(ii) within two Business Days\n     after the Seller's receipt of such Net Recoveries and such deposits shall\n     be applied in accordance with subsections 2.15 and 2.16. The obligation of\n     the Seller to deposit such Net Recoveries shall survive the termination of\n     this Agreement.\n\n(iii) The Seller agrees that, to the extent it has received a security deposit\n     in respect of any Lease Receivable, at the time the Seller applies any or\n     all of such security deposit or any or all of such security deposit is\n     applied (in each case pursuant to the related Contract or otherwise)\n     against the amounts owed in respect of a Receivable, on the next succeeding\n     Settlement Date the Seller shall be obligated to pay the Purchasers the\n     amount of such application. The Seller shall pay such obligation by\n     depositing into the Concentration Account on such Settlement Date cash in\n     an amount equal to such application. The amount of any such deposit shall\n     be applied and distributed in accordance with subsections 2.15 and 2.16.\n\n \n                                       52\n\n(b)  The maximum repurchase obligation of the Seller with respect to Defaulted\n     Receivables (the \"Repurchase Obligation\") shall be equal at any time to (i)\n     the Repurchase Factor in effect on the Settlement Date on which such\n     repurchase is to be made minus (ii) the aggregate Repurchase Prices of\n     Defaulted Receivables which were repurchased by the Seller pursuant to\n     subsection 2.10(a) prior to such time minus (iii) amounts deposited into\n     the Cash Collateral Account pursuant to subsection 2.14(c)(ii) plus (iv)\n     all Net Recoveries received by the Seller with respect to such Defaulted\n     Receivables (or portion thereof) so repurchased by the Seller prior to such\n     time and not required to be deposited into the Cash Collateral Account\n     pursuant to subsection 2.10(a)(ii).\n\n     2.11 Ineligible Receivables. The Seller agrees to repurchase on each\nSettlement Date, and the Purchasers agree to sell to the Seller on such date and\nin accordance with the terms hereof, any Purchased Receivable if such Receivable\nis (i) an Ineligible Receivable, (ii) an Existing Certified Receivable in\nrespect of which the Old Administrative Agent shall not have received on or\nprior to the Certified Opinion Delivery Date (x) an opinion of foreign counsel\nsatisfying the requirements of subsection 2.27(c) or (y) evidence of the\nfilings, if any, referred to in subsection 6.1(n)(i) or (iii) an Existing\nReceivable in respect of which the Old Administrative Agent shall not have\nreceived on or prior to the FAA Filing Date evidence of the filings, if any,\nreferred to in subsection 6.1(n)(ii) provided that, during the Amortization\nPeriod, the Purchasers, by unanimous consent, in their sole discretion may\nchoose not to sell any Receivable referred to in clauses (i), (ii) or (iii) to\nthe Seller. The Seller shall make such repurchase on the Settlement Date first\nsucceeding the earlier of (x) the date on which the Seller becomes aware of\nfacts and circumstances giving rise to such event of ineligibility or (y) the\ndate on which the Managing Facility Agent notifies the Seller that such event of\nineligibility has occurred and is continuing. Subject to subsections 2.13 and\n2.15(b), the Seller shall make such repurchase by depositing in the\nConcentration Account cash in an amount equal to the Repurchase Price for such\nIneligible Receivable at the date such deposit is made, except to the extent\n(without duplication) of any payment made pursuant to subsection 2.18, for the\nSettlement Period during which such interest accrued and was not paid by the\nObligor under such Contract. The amount of any such deposit shall be applied and\ndistributed in accordance with subsections 2.15 and 2.16. Except as provided in\nsubsection 9.1, the sole obligation of the Seller with respect to an Ineligible\nReceivable of the type described in clause (i) of this subsection 2.11 shall be\nthe requirement to repurchase or substitute for such Receivable pursuant to this\nsubsection 2.11 or subsection 2.13, respectively.\n\n     2.12 Rebated Receivables. If on any date the Principal Balance of any\nPurchased Receivable is, or is deemed to be, reduced or adjusted or no longer\npayable as a result of any rebate, discount, refund or other adjustment of such\nPurchased Receivable, or any other reduction or adjustment of any payment under\nany Purchased Receivable, other than any such rebate, discount refund or\nadjustment permitted under subsection 7.1(b)(iv)(x), the Seller shall be deemed\nto have received on such day a Collection in respect of such Purchased\nReceivable in the amount of such reduction or adjustment or in the amount no\nlonger payable (as applicable) and shall, subject to subsection 2.15(b), deposit\n\n \n                                       53\n\ncash into the Concentration Account on the next succeeding Settlement Date in an\namount equal to such reduction or adjustment or such amount no longer payable\n(as applicable) plus if a Trigger Amortization Event has occurred and is\ncontinuing, accrued and unpaid interest thereon at the rate under the related\nContract except to the extent (without duplication) of any payment made pursuant\nto subsection 2.18 for the Settlement Period during which such interest accrued\nand was not paid by the Obligor under such Contract. The amount of any such\ndeposit shall be applied and distributed in accordance with subsections 2.15 and\n2.16.\n\n     2.13 Substitution of Receivables. (a) Whenever the Seller is required to\nrepurchase Concentration Receivables, Defaulted Receivables, or Ineligible\nReceivables pursuant to subsection 2.7(b), 2.10 or 2.11, respectively, the\nSeller may, subject to the terms hereof, in lieu of making such repurchase,\nsubstitute one or more Eligible Receivables (each, a \"Substituted Receivable\")\ntherefor on the Settlement Date on which the repurchase is required to be made;\nprovided that the Settlement Statement delivered on the Reporting Date prior to\nsuch Settlement Date shall contain the information required thereby with respect\nto such proposed substitution. The option of the Seller to substitute one or\nmore Substituted Receivables for any Receivables as aforesaid is subject to the\nfollowing conditions precedent: (i) no Trigger Amortization Event has occurred\nand is then continuing, (ii) if such substitution occurs during the Amortization\nPeriod, and provided that no Trigger Amortization Event has occurred and is then\ncontinuing, the Majority Purchasers have approved such substitution and (iii)\neither the Substituted Receivable has a Final Payment Date which is not after\nthe Final Payment Date of the replaced Receivable (each, replaced Receivable, a\n\"Removed Receivable\"), or if the Final Payment Date of the Substituted\nReceivable is after that of the Removed Receivable, then only that portion of\nthe Principal Balance of such proposed Substituted Receivable which is scheduled\nto be paid on or prior to the Final Payment Date of the Removed Receivable shall\nbe included as a Substituted Receivable. Defaulted Receivables shall be replaced\nwith Substituted Receivables prior to replacement of Ineligible Receivables or\nConcentration Receivables with Substituted Receivables and, in each case, shall\nbe replaced with Substituted Receivables in the following order of priority: (i)\nfirst, with Substituted Receivables which are 25% Repurchase Receivables, (ii)\nsecond, with Substituted Receivables which are 75% Repurchase Receivables, and\n(iii) third, with Substituted Receivables which are 90% Repurchase Receivables.\nThe making of such substitution shall be subject to the satisfaction of the\nconditions set forth in paragraphs subsection 5.2, including, without\nlimitation, the delivery of an Assignment and, if applicable, an FAA Assignment\nor Foreign Assignment.\n\n(b)  If the Repurchase Price of the Removed Receivable proposed to be replaced\n     by one or more Substituted Receivables is greater than the aggregate\n     Principal Balances of such Substituted Receivables, the Seller shall\n     deposit cash into the Concentration Account in an amount equal to such\n     excess. Alternatively, if the Repurchase Price of such Removed Receivable\n     is less than the aggregate Principal Balances of the corresponding\n     Substituted Receivable or Receivables, during the Revolving Period the\n     Seller may, so long as no Amortization Event has occurred and is\n     continuing, request the Purchasers to purchase such excess, to the extent\n     of the Available Commitments, pursuant to subsection 2.2. If such excess is\n     not purchased for any reason set forth in this Agreement, then each\n\n \n                                       54\n\n     Substituted Receivable able to be substituted to the fullest extent shall\n     first be substituted and any remaining Substituted Receivable shall be a\n     Participated Receivable subject to the provisions of subsection 2.4. During\n     the Revolving Period, if any Substituted Receivable is an Extended Term\n     Receivable, then such Substituted Receivable shall be subject to subsection\n     2.5 and the Cash Flow Cutoff Date for such Substituted Receivable shall be\n     deemed to be, initially, (i) so long as no Rating Event has occurred and is\n     continuing, thirteen years after the date of substitution of such\n     Substituted Receivable and (ii) during the continuance of a Rating Event,\n     ten years after the date of substitution of such Substituted Receivable.\n     Substitution for a Defaulted Receivable shall not reduce the Repurchase\n     Obligation.\n\n(c)  If a Dissenting Purchaser holds an undivided interest in any Removed\n     Receivable then:\n\n                  (i) if such Removed Receivable is an Ineligible Receivable or\n         a Concentration Receivable, the Seller shall pay to the Managing\n         Facility Agent for the account of such Dissenting Purchaser an amount\n         equal to the sum of (A) the product of such Dissenting Purchaser's\n         Commitment Percentage (determined at the time such Dissenting\n         Purchaser's Commitment terminated) times the Outstanding Balance for\n         such Removed Receivable and (B) if a Trigger Amortization Event has\n         occurred and is continuing, the Dissenting Purchaser's pro rata share\n         (determined at the time such Dissenting Purchaser's commitment\n         terminated) of accrued and unpaid interest on such Removed Receivable\n         at the rate under the related Contract except to the extent (without\n         duplication) of any payment made pursuant to subsection 2.18 for the\n         Settlement Period during which such interest accrued and was not paid\n         by the Obligor under such Contract; and\n\n                  (ii) if such Removed Receivable is a Defaulted Receivable, (A)\n         and if the aggregate Available Commitments in effect on the Settlement\n         Date on which such substitution is to be made exceed an amount equal to\n         (x) the Dissenting Purchaser's Commitment Percentage (determined at the\n         time such Dissenting Purchaser's Commitment terminated) times (y) the\n         Outstanding Balance for such Removed Receivable (the \"Dissenting\n         Purchaser's Share\"), each Purchaser other than a Dissenting Purchaser\n         shall be deemed to purchase its Commitment Percentage of the Dissenting\n         Purchaser's Share by making funds therefor available to the Managing\n         Facility Agent for the account of such Dissenting Purchaser on the\n         Settlement Date on which such substitution is proposed to be made;\n         provided that such purchases shall be subject to the satisfaction of\n         the conditions set forth in subsection 5.2 and, in connection\n         therewith, the Seller shall be deemed to have made the representations\n         and warranties set forth in subsection 4.2 with respect to the\n         Purchased Receivables constituting the Dissenting Purchaser's Share as\n         if the Seller were selling such Receivables to the Purchasers on such\n         Settlement Date; or (B) if for any reason a purchase cannot be made\n         pursuant to the foregoing clause (A), the Seller shall repurchase, up\n         to the amount of the Repurchase Obligation on the date of such\n\n \n                                       55\n\n         purchase, such Dissenting Purchaser's Share on such Settlement Date up\n         to such Dissenting Purchaser's Commitment Percentage (determined at the\n         time such Dissenting Purchaser's Commitment terminated) of the\n         Aggregate Repurchase Obligation in effect on such Settlement Date (in\n         each case after giving effect to purchases, substitutions and\n         repurchases on such Settlement Date) plus, if a Trigger Amortization\n         Event has occurred and is continuing, the Dissenting Purchaser's pro\n         rata share (determined at the time such Dissenting Purchaser's\n         Commitment terminated) of accrued and unpaid interest on such Removed\n         Receivable at the rate under the related Contract except to the extent\n         (without duplication) of any payment made pursuant to subsection 2.18\n         for the Settlement Period during which such interest accrued and was\n         not paid by the Obligor under such Contract. It is understood that\n         determinations of the Repurchase Obligation with respect to a\n         Dissenting Purchaser pursuant to this subsection 2.13(c)(ii) shall be,\n         with respect to a L\/C Receivable, made on the Settlement Date on which\n         such determination is made in accordance with the definitions of the\n         terms \"90% Repurchase Receivable\" and \"25% Repurchase Receivable\" and\n         the status of such L\/C Receivable at such Settlement Date.\n\n(d)  Any repurchases of Receivables made pursuant to subsection 2.13(c) shall be\n     made on the Settlement Date on which the related substitution of\n     Receivables is to be made.\n\n(e)  On any Settlement Date (other than a Special Settlement Date) the Seller\n     may, with the consent of the Managing Facility Agent, substitute a Lease\n     Receivable which is an Eligible Receivable (a \"Substituted Lease\n     Receivable\") for a Lease Receivable (other than a Lease Receivable which is\n     a Defaulted Receivable, a Concentration Receivable or an Ineligible\n     Receivable) which was previously sold or substituted hereunder (a \"Replaced\n     Lease Receivable\") if the Seller, in the ordinary course of business and in\n     accordance with the Credit and Collection Policy, is entering into a new\n     Contract with the same Person which is the Obligor under the Contract\n     related to such Replaced Lease Receivable (or an Affiliate of such Person);\n     provided that during the Amortization Period the prior consent of the\n     Majority Purchasers shall be required to effect any such substitution;\n     provided, further, that if a Remittance Event has occurred and is\n     continuing and if the Principal Balance of a Substituted Lease Receivable\n     is less than the Principal Balance of the Replaced Lease Receivable such\n     substitution shall occur only on a Settlement Date and within two Business\n     Days after such substitution is made, the Seller shall deposit into the\n     Concentration Account an amount equal to the difference between the\n     Outstanding Balance of the Replaced Lease Receivable and the Purchase Price\n     of the Substituted Lease Receivable. The Settlement Statement with respect\n     to the Settlement Period in which such substitution occurs (or the\n     Settlement Statement delivered with respect to the Settlement Date on which\n     such substitution occurs, in the case of substitutions made on a Settlement\n     Date in accordance with the final proviso of the preceding sentence) shall\n     contain the information required thereby with respect to such substitution.\n     Upon such substitution, the Principal Balance of the Replaced Lease\n     Receivable shall be deemed to be reduced to zero. The provisions of\n     subsection 2.13(b) (except for the first sentence thereof) shall apply as\n\n \n                                       56\n\n     if a Replaced Lease Receivable and a Substituted Lease Receivable are,\n     respectively, a Removed Receivable and a Substituted Receivable and the\n     provisions of subsection 2.13(c)(i) (A) (without regard to clause (B) of\n     subsection 2.13(c)(i)) shall apply as if a Replaced Lease Receivable is a\n     Removed Receivable; provided that, in accordance with subsection 2.13(d)\n     and notwithstanding the date of substitution of a Substituted Lease\n     Receivable in accordance with this subsection 2.13(e), payments shall be\n     made to the Dissenting Purchaser with respect to a Substituted Lease\n     Receivable on the Settlement Date related to the Settlement Statement which\n     contains information with respect to such substitution. The making of such\n     substitution shall be subject to the satisfaction of the conditions set\n     forth in subsection 5.2, including in each case, without limitation, the\n     delivery of an Assignment and FAA Assignment or a Foreign Assignment, as\n     applicable, with respect to each such Substituted Lease Receivable on or\n     before the Business Day such Substituted Lease Receivable is substituted.\n\n(f)  On any Settlement Date (other than a Special Settlement Date) the Managing\n     Facility Agent may, notwithstanding the provisions of subsection 11.1 or\n     any other provision regarding the Purchasers' rights to consent to\n     substitutions, without the consent of any of the Purchasers, allow the\n     Seller to substitute an Eligible Receivable (a \"Current Receivable\") for an\n     Eligible Receivable a payment under which is more than 30 days past due\n     from the original due date therefor, but which is not otherwise a Defaulted\n     Receivable; provided that the Settlement Statement delivered on the\n     Reporting Date prior to such Settlement Date shall contain the information\n     required thereby with respect to such proposed substitution. In addition to\n     the consent of the Managing Facility Agent required by the immediately\n     preceding sentence, the Seller's permission to substitute one or more\n     Current Receivables for any Delinquent Receivables is subject to the\n     following conditions precedent: (i) no Trigger Amortization Event has\n     occurred and is then continuing, (ii) if such substitution occurs during\n     the Amortization Period, and provided that no Trigger Amortization Event\n     has occurred and is then continuing, the Majority Purchasers have approved\n     such substitution and (iii) either the Current Receivable has a Final\n     Payment Date which is not after the Final Payment Date of the replaced\n     Delinquent Receivable or if the Final Payment Date of the Current\n     Receivable is after that of the replaced Delinquent Receivable, then only\n     that portion of the Principal Balance of such proposed Current Receivable\n     which is scheduled to be paid on or prior to the Final Payment Date of the\n     replaced Delinquent Receivable shall be included as a Purchased Receivable.\n     If the Principal Balance of the Delinquent Receivable proposed to be\n     replaced by one or more Current Receivables is greater than the aggregate\n     Principal Balances of such Current Receivables, the Seller shall deposit\n     cash into the Concentration Account in an amount equal to such excess.\n     Alternatively, if the Principal Balance of such Delinquent Receivable is\n     less than the aggregate Principal Balances of the corresponding Current\n     Receivable or Receivables, during the Revolving Period the Seller may, so\n     long as no Amortization Event has occurred and is continuing, request the\n     Purchasers to purchase such excess, to the extent of the Available\n     Commitments, pursuant to subsection 2.2. If such excess is not purchased\n     for any reason set forth in this Agreement, then each Current Receivable\n     able to be substituted to the fullest extent shall first be substituted and\n     any remaining Current Receivable shall be a Participated Receivable subject\n\n \n                                       57\n\n     to the provisions of subsection 2.4. During the Revolving Period, if any\n     Current Receivable is an Extended Term Receivable, then such Current\n     Receivable shall be subject to subsection 2.5 and the Cash Flow Cutoff Date\n     for such Current Receivable shall be deemed to be, initially, (i) so long\n     as no Rating Event has occurred and is continuing, thirteen years after the\n     date of substitution of such Current Receivable and (ii) during the\n     continuance of a Rating Event, ten years after the date of substitution of\n     such Current Receivable. Substitution for a Delinquent Receivable shall not\n     reduce the Repurchase Obligation.\n\n     2.14 Accounts. (a) On or before the Closing Date the Seller shall establish\nin its name a segregated account with a commercial bank satisfactory to the\nManaging Facility Agent (the \"Collection Account\"). Upon the occurrence and\nduring the continuance of a Remittance Event, and unless the Servicer has\nprovided a Servicer Letter of Credit in accordance with subsection 2.15(a), the\nSeller or the Servicer shall within two Business Days after its receipt, (i)\ndeposit all Collections received by it directly into the Collection Account and\n(ii) transfer or cause to be transferred to the Concentration Account any\nCollections so deposited. Any amounts received by the Seller and not related to\nthe Purchased Receivables or the related Contracts or Financed Aircraft shall\nnot be deposited into the Collection Account. Any amounts at any time on deposit\nin the Collection Account shall be transferred only to the Concentration Account\nand to no other deposit or other account (including, but not limited to, any\naccount or sub-account maintained pursuant to Raytheon's cash management\nsystem). The Seller hereby grants to the Managing Facility Agent for the ratable\nbenefit of the Purchasers a security interest in the Collection Account and all\namounts from time to time on deposit therein to secure the Obligations. The\nSeller shall have no right to withdraw any amounts on deposit in the Collection\nAccount.\n\n(b)  On or before the Closing Date there shall be established with and in the\n     name of the Managing Facility Agent a segregated account (the\n     \"Concentration Account\") which shall be maintained as a cash collateral\n     account subject to the exclusive dominion and control of the Managing\n     Facility Agent for the ratable benefit of the Purchasers. The Seller hereby\n     grants to the Managing Facility Agent for the ratable benefit of the\n     Purchasers a security interest in any of its right, title and interest in\n     the Concentration Account and all amounts from time to time on deposit\n     therein and all income from the investment of such amounts to secure, in\n     each case, the Obligations. Funds on deposit from time to time in the\n     Concentration Account shall bear interest at the then prevailing rate paid\n     by the Managing Facility Agent for deposit accounts with similar amounts on\n     deposit from time to time. If at any time funds on deposit in the\n     Concentration Account are greater than $100,000, the Managing Facility\n     Agent may, but shall not be required to, unless it receives a request from\n     the Seller or Raytheon, invest such funds in Cash Equivalents with\n     maturities not later than the next succeeding Settlement Date, to the\n     extent such requested Cash Equivalents are available for investment. Any\n     investment request by the Seller or Raytheon shall be given to the Managing\n     Facility Agent one Business Day prior to the day the investment is to be\n     made (which shall be a Business Day in New York, New York and San\n     Francisco, California) and shall specify the particular Cash Equivalents\n\n \n                                       58\n\n     and maturities thereof. Any interest or investment earnings on amounts in\n     the Concentration Account on related investments shall be retained in the\n     Concentration Account to be withdrawn in accordance with this subsection\n     2.14(b). The Managing Facility Agent shall have the right to withdraw\n     amounts from the Concentration Account to make the payments required to be\n     made hereunder from Collections. Neither the Managing Facility Agent nor\n     any Purchaser shall have any responsibility for any such investment and the\n     Managing Facility Agent shall be permitted to liquidate any such\n     investment, without liability for any loss occurring by reason of such\n     liquidation, to the extent necessary to make payments and distributions\n     under this Agreement. The Seller shall have no right to withdraw amounts on\n     deposit from time to time in the Concentration Account.\n\n(c)  (i) On or before the Closing Date there shall be established with and in\n     the name of the Managing Facility Agent a segregated trust account\n     comprised of two segregated sub-accounts, the Seller cash collateral\n     sub-account (the \"Seller Cash Collateral Sub-Account\") and the RAC cash\n     collateral sub-account (the \"RAC Cash Collateral Sub-Account\", the Seller\n     Cash Collateral Sub-Account and the RAC Cash Collateral Sub-Account being\n     referred to collectively as the \"Cash Collateral Account\") which shall be\n     maintained as a cash collateral account subject to the exclusive dominion\n     and control of the Managing Facility Agent for the ratable benefit of the\n     Purchasers. The Seller hereby grants to the Managing Facility Agent for the\n     ratable benefit of the Purchasers a first priority security interest in the\n     Cash Collateral Account and all amounts on deposit from time to time\n     therein and all income from the investment of such amounts to secure, in\n     each case, the Obligations. Funds on deposit from time to time in the\n     Seller Cash Collateral Sub-Account shall bear interest at the then\n     prevailing rate paid by the Managing Facility Agent for deposit accounts\n     with similar amounts on deposit from time to time. If at any time funds on\n     deposit in the Seller Cash Collateral Sub-Account are greater than\n     $100,000, the Managing Facility Agent may, but shall not be required to,\n     unless it receives a request from the Seller, invest funds on deposit in\n     the Seller Cash Collateral Sub-Account in Cash Equivalents with maturities\n     not later than the next succeeding Settlement Date (or such other\n     maturities as the Seller shall request and the Managing Facility Agent\n     shall approve), to the extent such requested Cash Equivalents are available\n     for investment. Any investment request by the Seller shall be given to the\n     Managing Facility Agent one Business Day prior to the day the investment is\n     to be made (which shall be a Business Day in New York, New York and San\n     Francisco, California) and shall specify the particular Cash Equivalents\n     and maturities thereof. Any interest or investment earnings on amounts in\n     the Seller Cash Collateral Sub-Account or related investments shall be\n     retained in the Seller Cash Collateral Sub-Account to be withdrawn in\n     accordance with paragraphs (ii), (iii) and (iv) of this subsection 2.14(c).\n     Neither the Managing Facility Agent nor any Purchaser shall have any\n     responsibility for any such investment and the Managing Facility Agent\n     shall be permitted to liquidate any such investment, without liability for\n     any loss occurring by reason of such liquidation, to the extent necessary\n     to make payments and distributions under this Agreement. The Seller shall\n     have no right to withdraw amounts on deposit from time to time in the Cash\n     Collateral Account.\n\n \n                                       59\n\n(ii) If on any Settlement Date on which the Seller is required to repurchase\n     Defaulted Receivables pursuant to subsection 2.10 and fails for any reason\n     to repurchase such Defaulted Receivables or substitute for such Defaulted\n     Receivables pursuant to subsection 2.13, whether or not RAC fails to\n     repurchase such Defaulted Receivables under the Repurchase Agreement, the\n     Managing Facility Agent may withdraw from amounts on deposit in the Seller\n     Cash Collateral Sub-Account on account of such Defaulted Receivable an\n     amount equal to the lesser of (A) the Repurchase Price for such Defaulted\n     Receivable plus any accrued and unpaid interest thereon required to be paid\n     by subsection 2.10 and (B) the amount then on deposit in the Seller Cash\n     Collateral Sub-Account. It is specifically understood and agreed that\n     amounts on deposit in the Seller Cash Collateral Sub-Account, whether on\n     account of 25% Repurchase Receivables, 75% Repurchase Receivables or 90%\n     Repurchase Receivables, may be withdrawn as aforesaid on account of any\n     Defaulted Receivable, regardless of the Repurchase Percentage associated\n     therewith or whether the RAC Repurchase Obligation shall be outstanding.\n     Any amounts so withdrawn shall be deposited into the Concentration Account\n     and allocated and distributed pursuant to subsections 2.15 and 2.16,\n     respectively. The Seller agrees with the Managing Facility Agent and the\n     Purchasers to deposit into the Seller Cash Collateral Sub-Account, without\n     any requirement for notice or demand therefor, the lesser of the amount\n     withdrawn therefrom or the sum of the Repurchase Obligation then in effect\n     on the date such withdrawal is made, plus interest thereon at a rate per\n     annum equal to the Default Rate for the period from such date of withdrawal\n     to such date of deposit. Deposit of amounts into the Seller Cash Collateral\n     Sub-Account pursuant to the preceding sentence shall, to the extent of such\n     deposit, satisfy the Seller's obligation to repurchase such Defaulted\n     Receivable pursuant to subsection 2.10.\n\n(iii) If the Seller or the Servicer (if then Raytheon Credit or any Affiliate\n     thereof) shall fail to make any deposit, payment or transfer of funds\n     required to be made by the Seller or the Servicer under this Agreement or\n     any other document executed and delivered in connection herewith,\n     including, without limitation, any payment, deposit or transfer of funds or\n     payment of any indemnity required to be made pursuant to subsection 2.7(b),\n     2.10, 2.11, 2.12, 2.18 or 9.1 (each such payment, deposit or transfer, a\n     \"Reimbursable Obligation\"), then the Managing Facility Agent with the\n     consent of the Majority Purchasers may, in addition to any similar rights\n     in favor of the Managing Facility Agent under the Repurchase Agreement,\n     withdraw from the Seller Cash Collateral Sub-Account on the date such\n     Reimbursable Obligation is due hereunder an amount equal to the lesser of\n     (A) such Reimbursable Obligation and (B) the amount then on deposit in the\n     Seller Cash Collateral Sub-Account. The Seller agrees with the Managing\n     Facility Agent and the Purchasers to deposit in the Seller Cash Collateral\n     Sub-Account, without any requirement for notice or demand therefor, the\n     amount withdrawn on the date such withdrawal is made, plus interest thereon\n     at a rate per annum equal to the Default Rate for the period from such date\n     of withdrawal to such date of deposit.\n\n \n                                       60\n\n(iv) No amounts on deposit in the Seller Cash Collateral Sub-Account (including\n     interest or investment earnings) shall be released to the Seller until the\n     Outstanding Purchase Price is reduced to zero and all other amounts owing\n     to the Managing Facility Agent or any Purchaser hereunder are paid in full,\n     provided, that,\n\n                  (x) on each Settlement Date (other than a Special Settlement\n         Date) occurring during the continuance of a Rating Event, after giving\n         effect to all collections and distributions on such date, the amounts\n         on deposit in the Cash Collateral Account in excess of the Aggregate\n         Repurchase Obligation on such Settlement Date shall be released pro\n         rata based upon their respective repurchase obligations, to the Seller\n         and to RAC;\n\n                  (y) on each Settlement Date occurring during the continuance\n         of a Rating Event following a Settlement Period during which Finance\n         Charges on Wholesale Receivables which are Quarterly Receivables have\n         been paid, the excess of (A) amounts which were on previous Settlement\n         Dates, pursuant to subsection 2.16(b)(vi), deposited into the Cash\n         Collateral Account as accrued Finance Charge Collections on such\n         Quarterly Receivables, over (B) any portion of such amounts so\n         previously deposited which are on such Settlement Date withdrawn from\n         the Cash Collateral Account by the Managing Facility Agent and applied\n         pursuant to subsection 2.14(c) shall be released to the Seller; and\n\n                  (z) on the Business Day after the date on which the\n         Outstanding Purchase Price is reduced to zero and all other amounts\n         owing to the Managing Facility Agent and the Purchasers hereunder have\n         been paid in full, all amounts on deposit in the Seller Cash Collateral\n         Sub-Account shall be released to the Seller.\n\n     2.15 Remittance and Allocation of Collections. (a) The Seller or the\nServicer shall, subject to subsection 2.14(a), deposit into or transfer to the\nConcentration Account all Collections within two Business Days following receipt\nthereof; provided that so long as (i) a Remittance Event has not occurred and is\ncontinuing or (ii) following the occurrence and during the continuance of a\nRemittance Event, the Servicer has provided a Servicer Letter of Credit, the\nSeller or the Servicer shall make such deposit in or transfer to the\nConcentration Account not later than the Settlement Date following the\nSettlement Period during which such Collections were received; provided,\nfurther, that after the occurrence and during the continuance of a Rating Event,\nthe Seller or the Servicer shall, at the times required by and otherwise in\naccordance with this subsection 2.15(a), also deposit into or transfer to the\nConcentration Account interest payments made by RAC on behalf of an Obligor\nunder a Wholesale Receivable.\n\n(b)  On each Reporting Date the Servicer shall allocate all Collections received\n     on account of the Purchased Receivables during the preceding Settlement\n     Period between Principal Collections and Finance Charge Collections. All\n     Finance Charge Collections shall be deposited in the Concentration Account\n     in accordance with subsection 2.15(a) and distributed pursuant to\n     subsection 2.16(b). All Principal Collections shall be deposited in the\n     Concentration Account in accordance with subsection 2.15(a) and applied in\n     accordance with subsection 2.16(a); provided that (i) if on any Settlement\n     Date during the Revolving Period the aggregate Purchase Price to be paid\n     for purchases to be made on such Settlement Date exceeds amounts deposited\n     or to be deposited into the Concentration Account by the Seller or the\n\n \n                                       61\n\n     Servicer, as the case may be, on or during the Settlement Period prior to\n     such Settlement Date on account of Principal Collections, the Seller may\n     retain such Principal Collections, or to the extent previously deposited\n     into the Concentration Account shall make payments therefrom, as\n     application for such aggregate Purchase Price to be paid to the Seller on\n     such Settlement Date and amounts so retained by or paid to the Seller shall\n     be treated as a payment (in whole or in part, as applicable) for such\n     Purchase Price and (ii) to the extent the amount of such Principal\n     Collections exceeds the aggregate Purchase Price of Eligible Receivables\n     available to be purchased on such Settlement Date, the Seller or the\n     Servicer, as the case may be, shall deposit, to the extent not previously\n     deposited, such excess in the Concentration Account on or prior to such\n     Settlement Date for distribution in accordance with subsection 2.16. Any\n     purchases made pursuant to the foregoing clause (i) shall be subject to the\n     satisfaction of the conditions set forth in paragraphs (a) through (h) of\n     subsection 5.2. During the Amortization Period, all Principal Collections\n     shall be deposited into the Concentration Account in accordance with\n     subsection 2.15(a) and, on the Settlement Date on or following such date of\n     deposit, shall be distributed in accordance with subsection 2.16. The\n     portion of any deposit to be made into the Concentration Account required\n     to be made pursuant to subsections 2.10, 2.11 or 2.12 or the first sentence\n     of 2.13(b) (including, without limitation, on account of a Substituted\n     Lease Receivable) representing the Repurchase Price for any Receivable\n     shall be subject to the provisions of this subsection 2.15(b).\n\n(c)  Any Principal Collections received on account of an Extended Term\n     Receivable during the Revolving Period shall, subject to the satisfaction\n     of the conditions set forth in paragraphs (a) through (h) of subsection\n     5.2, be applied to purchase the next succeeding monthly payments of such\n     Receivable which have not been purchased and which are payable prior to the\n     Cash Flow Cutoff Date then applicable to such Receivable.\n\n(d)  All Net Recoveries required to be deposited in accordance with subsection\n     2.10(a)(ii) shall be deposited into the Concentration Account as\n     Collections. On the Reporting Date following the Settlement Period in which\n     such deposit is made, such Net Recoveries shall be allocated by the\n     Managing Facility Agent as Principal Collections and Finance Charge\n     Collections and the Managing Facility Agent shall notify the Servicer of\n     such allocation the Business Day following such Reporting Date. Such\n     allocation shall be conclusive in the absence of manifest error or unless\n     the Managing Facility Agent receives notice from the Servicer of any error\n     made in such allocation on or before the third Business Day after such\n     notice is given to the Servicer and, in the event of any dispute between\n     the Managing Facility Agent and the Servicer with respect to such\n     allocation, the allocation of such Net Recoveries shall be conclusively\n     made by the Managing Facility Agent's independent certified public\n     accountants prior to the next succeeding Reporting Date. Such Net\n     Recoveries shall be distributed pursuant to subsection 2.16.\n\n \n                                       62\n\n     2.16 Distribution and Application of Collections. (a) Principal\nCollections. All Principal Collections on Purchased Receivables shall be payable\nto the Purchasers up to the amount of the Outstanding Purchase Price from time\nto time. On each Settlement Date during the Revolving Period, Principal\nCollections received during the prior Settlement Period shall be first, applied\nto the aggregate Purchase Price of Eligible Receivables purchased on such\nSettlement Date in accordance with the terms and conditions of this Agreement\nand second, paid to the Purchasers on such Settlement Date and applied in\nrespect of the Outstanding Purchase Price. On each Settlement Date during the\nAmortization Period, Principal Collections received during the prior Settlement\nPeriod shall be paid to the Purchasers on such Settlement Date and applied in\nrespect of the Outstanding Purchase Price. Following an Amortization Event,\nPrincipal Collections on account of the Purchase Discount applied to the\nPurchase Price of Receivables purchased during a Rating Event or a Discount\nEvent may, at the discretion of the Managing Facility Agent, be deemed Finance\nCharge Collections available to be distributed pursuant to subsections\n2.16(b)(ii) and (b)(iii).\n\n(b)  Finance Charge Collections. On each Settlement Date (other than a Special\n     Settlement Date) funds on deposit in the Concentration Account representing\n     Finance Charge Collections in respect of the preceding Settlement Period\n     shall be distributed by the Managing Facility Agent as follows, to the\n     extent of funds available therefor:\n\n                           (i)  first, to the Servicer as payment of the \n         Servicing Fee for the preceding Settlement Period;\n\n                           (ii) second, to the Purchasers pro rata as payment of\n         all interest due pursuant to subsection 2.17(a) and (c) for the\n         preceding Accrual Period;\n\n                           (iii) third, to the Managing Facility Agent and each\n         Purchaser which has made a demand prior to the Reporting Date preceding\n         such Settlement Date, to costs payable pursuant to subsections 2.22,\n         2.23, 2.24 and 11.5;\n\n                           (iv) fourth, to the Purchasers pro rata as payment of\n         the Commitment Fees for the preceding Accrual Period pursuant to\n         subsection 2.17(d) and second, to the Managing Facility Agent as\n         payment of the fees referred to in subsection 2.17(e) to the extent\n         such fees have not been paid directly by the Seller;\n\n                           (v) fifth, if a Rating Event has occurred and is\n         continuing, to the extent of funds available therefor, to the Managing\n         Facility Agent for deposit into the Cash Collateral Account an amount\n         equal to Finance Charges on those Wholesale Receivables which are\n         Quarterly Receivables which Finance Charges have accrued during the\n         preceding Settlement Period and are payable under the related Contract\n         on a subsequent Settlement Date; and\n\n \n                                       63\n\n                           (vi) sixth, any remaining Finance Charge Collections\n         (such remainder, \"Excess Spread\") shall be distributed as follows: (1)\n         so long as no Trigger Amortization Event has occurred and is\n         continuing, to the Seller or its designees and (2) in all other cases,\n         100% thereof shall be paid to the Purchasers pro rata as payment in\n         respect of the Outstanding Purchase Price.\n\n(c)  All Collections received from an Obligor of any Purchased Receivable shall\n     be applied to Purchased Receivables of such Obligor in the order of the age\n     of such Purchased Receivables, starting with the oldest outstanding amount\n     of such Purchased Receivable (i.e., the most delinquent of such Purchased\n     Receivables), except if the payment is designated by such Obligor for\n     application to specific Receivables. All Principal Collections received on\n     account of any Extended Term Receivable and not used to purchase monthly\n     payments of such Receivable payable after its most recent Cash Flow Cutoff\n     Date shall be applied in the direct order of maturity thereof. Payments\n     made by an Obligor on account of a Receivable shall, except as otherwise\n     specified by such Obligor or otherwise required by contract or law and\n     unless otherwise instructed by the Managing Facility Agent and the Required\n     Purchasers, be applied as a Collection of any Purchased Receivable of such\n     Obligor to the extent of any amounts then due and payable thereunder before\n     being applied to any other indebtedness of such Obligor to the Seller or\n     Raytheon Credit.\n\n     2.17 Interest and Fees. (a) Except as provided in paragraph (b) below, the\nOutstanding Purchase Price shall bear interest for each day during an Accrual\nPeriod at a rate per annum equal to the Note Rate and shall be payable on each\nSettlement Date (other than a Special Settlement Date) for the immediately\npreceding Accrual Period; provided that, during the Amendment Accrual Period,\nthe Outstanding Purchase Price shall bear interest at the Interbank Rate for the\nAmendment Accrual Period, in accordance with Section 5.3. To the extent that the\nOutstanding Purchase Price has not been reduced to zero on the date the\nAmortization Period ends pursuant to clause (ii) of the definition of such term,\ninterest shall accrue pursuant to this subsection 2.17(a) regardless of whether\nthe Seller shall be obligated to pay Expense Amounts under subsection 2.18.\n\n(b)  The Outstanding Purchase Price for Receivables purchased on a Special\n     Settlement Date shall bear interest (i) at a rate per annum equal to the\n     Base Rate for the first three Working Days following such Special\n     Settlement Date and (ii) thereafter at a rate per annum equal to the\n     Interbank Rate for each day of the Special Settlement Date Accrual Period;\n     provided that, if the Seller provides the Managing Facility Agent with the\n     notice provided for in Section 2.3 at least three Working Days prior to the\n     applicable Special Settlement Date, then interest shall be calculated in\n     accordance with clause (ii) from such Special Settlement Date until the end\n     of the related Special Settlement Date Accrual Period. Interest payable\n     under this Section 2.17(b) shall be payable on the next Settlement Date.\n     Beginning with the first Settlement Date after any Special Settlement Date,\n     interest with respect to the Receivables purchased on such Special\n     Settlement Date shall be calculated in accordance with paragraph (a) above.\n\n \n                                       64\n\n(c)  If all or any portion of any amount (including interest) payable by the\n     Seller hereunder shall not be paid when due, such overdue amount shall bear\n     interest at a rate per annum equal to the Note Rate plus 1% (the \"Default\n     Rate\") from the date of such non-payment until such amount is paid in full\n     (after as well as before judgment). The Outstanding Purchase Price shall\n     bear interest pursuant to, and at the times specified in, subsection 8.2(a)\n     for each day during an Accrual Period at a rate per annum equal to the\n     Default Rate until the Outstanding Purchase Price is reduced to zero (after\n     as well as before judgment). Any amount payable pursuant to this subsection\n     2.17(c) shall be payable on each Settlement Date (other than a Special\n     Settlement Date), or on demand after any judgment. To the extent that the\n     Outstanding Purchase Price has not been reduced to zero on the date the\n     Amortization Period ends pursuant to clause (ii) of the definition of such\n     term, interest shall accrue pursuant to this subsection 2.17(c) regardless\n     of whether the Seller shall be obligated to pay Expense Amounts under\n     subsection 2.18. Interest accruing pursuant to this subsection 2.17(c)\n     shall be payable from time to time on demand.\n\n(d)  During the period from and including the Closing Date to the date on which\n     the Revolving Period ends, a commitment fee (a \"Commitment Fee\") shall be\n     payable to the Managing Facility Agent for the account of each Purchaser,\n     payable monthly in arrears on each Settlement Date (other than a Special\n     Settlement Date) and computed at the rate of 0.10% per annum from and after\n     March 18, 1998 (0.13% per annum prior to such date) on the average daily\n     amount of the Available Commitment of such Purchaser during each Accrual\n     Period ending prior to the Settlement Date on which the Commitment Fee is\n     paid, commencing on the first such Settlement Date to occur after the\n     Closing Date.\n\n(e)  The Seller agrees to pay (i) to the Managing Facility Agent for its account\n     the fees set forth in the Fee Letter, dated March 11, 1999, among the\n     Managing Facility Agent, the Seller and the Guarantor in the amounts and on\n     the dates set forth therein and (ii) to the Syndication Agent for its\n     account the fees set forth in the Fee Letter, dated February 17, 1999,\n     among the Syndication Agent, the Seller and the Guarantor in the amounts\n     and on the dates set forth therein.\n\n(f)  Interest and fees required to be paid under this subsection 2.17 shall be\n     payable regardless of whether sufficient Finance Charge Collections\n     therefore are on deposit in the Concentration Account on the date or dates\n     such interest or fees are required to be paid.\n\n \n                                       65\n\n     2.18 Yield Adjustment. If on any Settlement Date (other than a Special\nSettlement Date) any Expense Amount is not paid in full on such Settlement Date,\nthen on such Settlement Date the Seller will pay to the Managing Facility Agent\nfor the account of each Purchaser the amounts required to pay all such Expense\nAmounts in full provided, that the Seller's obligation under this subsection\n2.18 in any calendar year shall not exceed an amount equal to the product of the\nNote Rate as of such date times the Outstanding Purchase Price as of such date.\nThe Seller shall not be obligated to pay pursuant to this subsection 2.18 any\nExpense Amounts which accrue after the date the Amortization Period ends;\nprovided that the Seller shall remain obligated to pay any Expense Amount which\naccrued prior to such date (whether or not claimed prior to such date) so long\nas a claim for such Expense Amount is made prior to the times set forth in the\nsubsection hereof governing such Expense Amount.\n\n     2.19 Computations and Payments. (a) All amounts to be paid or deposited by\nor on behalf of the Seller hereunder shall be paid or deposited in accordance\nwith the terms hereof no later than 11:00 a.m., New York City time, on the day\nwhen due in lawful money of the United States of America and in immediately\navailable funds. All computations of Commitment Fees, interest and other fees\nand amounts payable hereunder shall be made on the basis of a year of 360 days\nfor the actual number of days elapsed (including the first but excluding the\nlast day). The Managing Facility Agent shall as soon as practicable notify the\nSeller and the Purchasers of each determination of a LIBO Rate or an Interbank\nRate.\n\n(b)  Each determination of the Note Rate, the Interbank Rate or the Default Rate\n     by the Managing Facility Agent pursuant to any provision of this Agreement\n     shall be conclusive and binding on the Seller and the Purchasers in the\n     absence of manifest error. The Managing Facility Agent shall, at the\n     request of the Seller, deliver to the Seller a statement showing the\n     quotations used by the Managing Facility Agent in determining the Note Rate\n     for any Accrual Period.\n\n(c)  If any Reference Bank's Commitment shall terminate for any reason\n     whatsoever, such Reference Bank shall thereupon cease to be a Reference\n     Bank, and if, as a result of the foregoing, there shall only be one\n     Reference Bank remaining, the Managing Facility Agent (after consultation\n     with the Seller and the Purchasers) shall, by notice to the Seller and the\n     Purchasers, designate another Purchaser as a Reference Bank so that there\n     shall at all times be at least two Reference Banks.\n\n(d)  Each Reference Bank shall use its best efforts to furnish quotations of\n     rates to the Managing Facility Agent to the extent contemplated by the\n     definition of \"LIBO Rate\". If any Reference Bank shall be unable or shall\n     otherwise fail to supply such rates to the Managing Facility Agent upon its\n     request, the LIBO Rate shall be determined on the basis of the quotations\n     of the remaining Reference Banks or Reference Bank.\n\n     2.20 Pro Rata Treatment. (a) Except with respect to payments to a\nDissenting Purchaser pursuant to subsection 2.8(b)(ii) or 2.13(c), (i) each\npurchase by the Purchasers hereunder, each payment by the Seller in respect of\nthe Commitment Fees and any reduction of the Commitments shall be made pro rata\naccording to the respective Available Commitment Percentages of the Purchasers\nand (ii) each payment by the Seller in respect of the Outstanding Purchase Price\nand interest thereon and any repurchase of Receivables shall be made pro rata\naccording to the respective Commitment Percentages of the Purchasers. The\nManaging Facility Agent shall distribute payments received by or on behalf of\nthe Seller to the Purchasers promptly upon receipt in like funds as received.\n\n \n                                       66\n\n(b)  Unless the Managing Facility Agent shall have been notified in writing by\n     any Purchaser prior to a Settlement Date that such Purchaser will not make\n     available to the Managing Facility Agent the amount that would constitute\n     its Available Commitment Percentage of the aggregate Purchase Price to be\n     paid on such date, the Managing Facility Agent may assume that such\n     Purchaser has made such amount available to the Managing Facility Agent on\n     such Settlement Date, and the Managing Facility Agent may, in reliance upon\n     such assumption, make available to the Seller a corresponding amount. If\n     such amount is made available to the Managing Facility Agent on a date\n     after such Settlement Date, such Purchaser shall pay to the Managing\n     Facility Agent on demand an amount equal to the product of (i) the daily\n     average Federal funds rate during such period as quoted by the Managing\n     Facility Agent, times (ii) the amount of such Purchaser's Available\n     Commitment Percentage of such aggregate Purchase Price, times (iii) a\n     fraction the numerator of which is the number of days that elapse from and\n     including such Settlement Date to the date on which such Purchaser's\n     Available Commitment Percentage of such aggregate Purchase Price shall have\n     become immediately available to the Managing Facility Agent and the\n     denominator of which is 360. A certificate of the Managing Facility Agent\n     submitted to any Purchaser with respect to any amounts owing under this\n     subsection shall be conclusive in the absence of manifest error. If such\n     Purchaser's Available Commitment Percentage of such aggregate Purchase\n     Price is not in fact made available to the Managing Facility Agent by such\n     Purchaser within three Business Days after such Settlement Date, then on\n     the fourth Business Day after such Settlement Date the Seller shall be\n     deemed to have repurchased participating interests in the Receivables in an\n     amount equal to such Purchaser's Available Commitment Percentage of the\n     aggregate Purchase Price paid on such Settlement Date, together with\n     interest on such amount at the rate per annum equal to the LIBO Rate, such\n     repurchase to be made by a cash payment to the Managing Facility Agent for\n     its own account; provided that such repurchase shall not limit the rights\n     of the Seller against the Purchaser which failed to make available its\n     Available Commitment Percentage of such aggregate Purchase Price.\n\n     2.21 Illegality. Notwithstanding any other provision herein, if any change\nin any Requirement of Law or in the interpretation or application thereof shall\nmake it unlawful for any Purchaser to make or maintain its proportionate share\nof the Outstanding Purchase Price based on the LIBO Rate as contemplated by this\nAgreement, (a) the Commitment of such Purchaser hereunder to make purchases\nshall forthwith be canceled and (b) the Outstanding Purchase Price of such\nPurchaser shall be paid on each Settlement Date thereafter as if such Purchaser\nwere a Dissenting Purchaser under subsection 2.8.\n\n     2.22 Requirements of Law. (a) In the event that any change in any\nRequirement of Law or in the interpretation or application thereof or compliance\nby any Purchaser with any request or directive (whether or not having the force\nof law) from any central bank or other Governmental Authority (each, a \"Change\nin Law\") made subsequent to the date hereof (or with respect to a Purchasing\nParty which becomes a party hereto pursuant to subsection 11.6(c), made\nsubsequent to the date such Purchasing Party became a party hereto) shall:\n\n \n                                       67\n\n(i)  impose, modify or deem applicable any reserve, special deposit or similar\n     requirement against assets of, deposits with or for the account of, or\n     credit extended by, any Purchaser (except any such reserve requirement\n     reflected in the LIBO Rate); or\n\n(ii) impose on any Purchaser or the London interbank market any other condition\n     affecting this Agreement or the making of purchases or the maintaining of a\n     proportionate share of the Outstanding Purchase Price by such Purchaser;\n\n         and the result of any of the foregoing shall be to increase the cost to\n         such Purchaser of making purchases or maintaining its proportionate\n         share of the Outstanding Purchase Price (or of maintaining its\n         obligation to do any of the foregoing) or to reduce the amount of any\n         sum received or receivable by such Purchaser hereunder (whether of\n         principal, interest or otherwise), then the Seller will pay to such\n         Purchaser such additional amount or amounts as will compensate such\n         Purchaser for such additional costs incurred or reduction suffered.\n\n(b)  If any Purchaser determines that any Change in Law regarding capital\n     requirements has or would have the effect of reducing the rate of return on\n     such Purchaser's capital or on the capital of such Purchaser's holding\n     company, if any, as a consequence of this Agreement or such Purchaser's\n     obligations hereunder, to a level below that which such Purchaser or such\n     Purchaser's holding company could have achieved but for such Change in Law\n     (taking into consideration such Purchaser's policies and the policies of\n     such Purchaser's holding company with respect to capital adequacy), then\n     from time to time the Seller will pay to such Purchaser such additional\n     amount or amounts as will compensate such Purchaser or such Purchaser's\n     holding company for any such reduction suffered.\n\n(c)  A certificate of a Purchaser setting forth the amount or amounts necessary\n     to compensate such Purchaser or its holding company, as the case may be, as\n     specified in paragraph (a) or (b) of this subsection shall be delivered to\n     the Seller and shall be conclusive absent manifest error. The Seller shall\n     pay such Purchaser the amount shown as due on any such certificate within\n     10 days after receipt thereof.\n\n(d)  Failure or delay on the part of any Purchaser to demand compensation\n     pursuant to this subsection shall not constitute a waiver of such\n     Purchaser's right to demand such compensation; provided that the Seller\n     shall not be required to compensate a Purchaser pursuant to this subsection\n     for any increased costs or reductions incurred more than six months prior\n     to the date that such Purchaser notifies the Seller of the Change in Law\n     giving rise to such increased costs or reductions and of such Purchaser's\n     intention to claim compensation therefor; provided further that, if the\n     Change in Law giving rise to such increased costs or reductions is\n     retroactive, then the six-month period referred to above shall be extended\n     to include the period of retroactive effect thereof.\n\n \n                                       68\n\n     2.23 Taxes. (a) Any and all payments by or an account of any obligation of\nthe Seller hereunder shall be made free and clear of and without deduction for\nany Indemnified Taxes or Other Taxes; provided that if the Seller shall be\nrequired to deduct any Indemnified Taxes or Other Taxes from such payments, then\n(i) the sum payable shall be increased as necessary so that after making all\nrequired deductions (including deductions applicable to additional sums payable\nunder this subsection) the Managing Facility Agent, Co-Administrative Agent or\nPurchaser (as the case may be) receives an amount equal to the sum it would have\nreceived had no such deductions been made, (ii) the Seller shall make such\ndeductions and (iii) the Seller shall pay the full amount deducted to the\nrelevant Governmental Authority in accordance with applicable law.\n\n(b)  In addition, the Seller shall pay any Other Taxes to the relevant\n     Governmental Authority in accordance with applicable law.\n\n(c)  The Seller shall indemnify the Managing Facility Agent, each\n     Co-Administrative Agent and each Purchaser, within 10 days after written\n     demand therefor, for the full amount of any Indemnified Taxes or Other\n     Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or\n     attributable to amounts payable under this subsection) paid by the Managing\n     Facility Agent, such Co-Administrative Agent or such Purchaser, as the case\n     may be, and any penalties, interest and reasonable expenses arising\n     therefrom or with respect thereto, whether or not such Indemnified Taxes or\n     Other Taxes were correctly or legally imposed or asserted by the relevant\n     Governmental Authority. A certificate as to the amount of such payment or\n     liability delivered to the Seller by a Purchaser, or by the Managing\n     Facility Agent on its own behalf or on behalf of a Purchaser or a\n     Co-Administrative Agent shall be conclusive absent manifest error.\n\n(d)  As soon as practicable after any payment of Indemnified Taxes or Other\n     Taxes by the Seller to a Governmental Authority, the Seller shall deliver\n     to the Managing Facility Agent the original or a certified copy of a\n     receipt issued by such Governmental Authority evidencing such payment, a\n     copy of the return reporting such payment or other evidence of such payment\n     reasonably satisfactory to the Managing Facility Agent.\n\n(e)  Any Foreign Purchaser that is entitled to an exemption from or reduction of\n     withholding tax under the law of the jurisdiction in which the Seller is\n     located, or any treaty to which such jurisdiction is a party, with respect\n     to payments under this Agreement shall deliver to the Seller (with a copy\n     to the Managing Facility Agent), at the time or times prescribed by\n     applicable law or reasonably requested by the Seller, such properly\n     completed and executed documentation prescribed by applicable law as will\n     permit such payments to be made without withholding or at a reduced rate.\n\n     2.24 Reemployment Costs. The Seller agrees to indemnify each Purchaser and\nto hold each Purchaser harmless from any loss or expense (including, but not\nlimited to, any such loss or expense arising from interest or fees payable by a\nPurchaser to lenders of funds obtained by it or them to purchase or maintain an\ninterest in the Purchased Receivables with respect to which the Note Rate is\ndetermined by reference to the LIBO Rate) as a consequence of (a) default by the\nSeller in the performance of its obligations hereunder, (b) any reduction in the\nOutstanding Purchase Price prior to the last day of any Settlement Period, (c)\n\n \n                                       69\n\nthe failure of the Seller or the Servicer to make any amounts available to the\nManaging Facility Agent when due hereunder or (d) any expenses (excluding legal\nexpenses) incurred by any Purchaser pursuant to subsection 2.21. A certificate\nof such Purchaser submitted to the Seller certifying, in reasonably specific\ndetail, the basis for, calculation of and amounts of such additional costs shall\nbe conclusive in the absence of manifest error. This covenant shall survive for\na period of two years following the date on which the Amortization Period ends.\n\n     2.25 Seller's Obligations Absolute and Unconditional. The Seller's\nobligations under this Section 2 to make payments, deposits and repurchases\nshall be absolute and unconditional and shall be performed without regard to any\nset-off which the Seller at any time may have available to it.\n\n     2.26 Mitigation Obligations; Replacement of Purchaser. (a) If any Purchaser\nrequests compensation under subsection 2.22, or if the Seller is required to pay\nany additional amount to any Purchaser or any Governmental Authority for the\naccount of any Purchaser pursuant to subsection 2.23, then such Purchaser shall\nuse reasonable efforts to designate a different lending office for funding or\nbooking its purchases hereunder or to assign its rights and obligations\nhereunder to another of its offices, branches or affiliates, if, in the judgment\nof such Purchaser, such designation or assignment (i) would eliminate or reduce\namounts payable pursuant to subsection 2.22 or 2.23, as the case may be, in the\nfuture and (ii) would not subject such Purchaser to any unreimbursed cost or\nexpense and would not otherwise be disadvantageous to such Purchaser. The Seller\nhereby agrees to pay all reasonable costs and expenses incurred by any Purchaser\nin connection with any such designation or assignment.\n\n(b)  If any Purchaser requests compensation under subsection 2.22, or if the\n     Seller is required to pay any additional amount to any Purchaser or any\n     Governmental Authority for the account of any Purchaser pursuant to\n     subsection 2.23, or if any Purchaser defaults in its obligation hereunder\n     to make purchases or maintain its proportionate share of the Outstanding\n     Purchase Price or if at any time after the Effective Date any Purchaser\n     shall cause the Managing Facility Agent to notify the Seller and the\n     Servicer of a Prohibited Jurisdiction, then the Seller may, at its sole\n     expense and effort, upon notice to such Purchaser and the Managing Facility\n     Agent, require such Purchaser to assign and delegate, without recourse (in\n     accordance with and subject to the restrictions contained in subsection\n     11.6), all its interests, rights and obligations under this Agreement to an\n     assignee that shall assume such obligations (which assignee may be another\n     Purchaser, if a Purchaser accepts such assignment); provided that (i) the\n     Seller shall have received the prior written consent of the Managing\n     Facility Agent, which consent shall not unreasonably be withheld, (ii) such\n     Purchaser shall have received payment of an amount equal to such\n     Purchaser's Outstanding Purchase Price, accrued interest thereon, accrued\n     fees and all other amounts payable to it hereunder, from the assignee (to\n     the extent of such outstanding principal and accrued interest and fees) or\n     the Seller (in the case of all other amounts), (iii) in the case of any\n     such assignment resulting from a claim for compensation under subsection\n     2.22 or payments required to be made pursuant to subsection 2.23, such\n\n \n                                       70\n\n     assignment will result in a reduction in such compensation or payments and\n     (iv) in the case of any such assignment resulting from a request to add an\n     additional Prohibited Jurisdiction, such assignee will not request that\n     such jurisdiction be so categorized. A Purchaser shall not be required to\n     make any such assignment and delegation if, prior thereto, as a result of a\n     waiver by such Purchaser or otherwise, the circumstances entitling the\n     Seller to require such assignment and delegation cease to apply.\n\n     2.27 Designation of Affiliate Receivables and Foreign Receivables. (a) Each\nAffiliate Receivable and each Foreign Receivable (other than L\/C Receivables,\nUnsecured Foreign Receivables and Existing Receivables) shall be designated as a\nCertified Foreign Receivable or an Uncertified Foreign Receivable in accordance\nwith this subsection 2.27.\n\nExcept as provided in subsections 2.27(c) and (d) below, no less than 45 days\nprior to the Settlement Date on which the Seller proposes to sell or substitute\nan Affiliate Receivable or Foreign Receivable (other than a L\/C Receivable), the\nSeller shall deliver to the Servicer the following:\n\n     (i)  with respect to each such Foreign Receivable other than a Lease \n          Receivable with a Foreign Obligor,\n\n(A)  the form(s) of Foreign Assignment(s) with respect to the Financed Aircraft\n     related to such Receivable, which Foreign Assignment(s) shall be effective\n     to perfect (A) the Lien granted by the Obligor thereon in favor of Raytheon\n     Credit, (B) the assignment thereof by Raytheon Credit in favor of the\n     Seller and (C) the assignment of such Lien by the Seller in favor of the\n     Administrative Agent,\n\n(B)  the forms of all other filings and recordings (including, without\n     limitation, any UCC filings with filing offices in the jurisdictions listed\n     on Schedule II) necessary or advisable, in the opinion of the Managing\n     Facility Agent or the Servicer, to perfect the Purchasers' first priority\n     ownership or security interests in and to such Foreign Receivable and the\n     related Contracts and Financed Aircraft and the Collections with respect\n     thereto, and\n\n(C)  (x) a form of legal opinion of counsel (a copy of which shall be delivered\n     to the Managing Facility Agent) admitted to practice in the foreign\n     jurisdiction in which the related Foreign Obligor is located (within the\n     meaning of Section 9-103 of the New York UCC), addressed to the Managing\n     Facility Agent, the Co-Administrative Agents and the Purchasers (1) to the\n     effect that (x) the Lien granted by the Obligor in favor of Raytheon Credit\n     in the related Financed Aircraft constitutes a duly perfected, first\n     priority Lien thereon, (y) each of the assignment of such Lien by Raytheon\n     Credit to the Seller and by the Seller in favor of the Administrative Agent\n     (for the ratable benefit of the Purchasers) in the related Financed\n     Aircraft constitutes (as of its effectiveness) a duly perfected, first\n     priority Lien thereon (except as set forth in paragraph (l) of the\n     definition of \"Eligible Receivables\") and (z) the assignment of such\n     Foreign Receivable by Raytheon Credit to the Seller and by the Seller in\n     favor of the Administrative Agent (for the ratable benefit of the\n     Purchasers) constitutes (as of its effectiveness) a duly perfected, first\n     priority Lien thereon (except for Permitted Receivables Liens) and (2)\n     covering such other matters as the Managing Facility Agent shall reasonably\n     request, and in all respects satisfactory in form and substance to the\n     Managing Facility Agent and its counsel, or\n\n \n                                       71\n\n(y)  if the Obligor of such Receivable is located (within the meaning of Section\n     9-103 of the New York UCC) in a jurisdiction covered by a previously\n     delivered and accepted (by the Managing Facility Agent on behalf of the\n     Purchasers) legal opinion, a form of certificate of a Responsible Officer\n     of the Seller which represents and warrants to the Managing Facility Agent,\n     for the benefit of the Purchasers, that the Seller has taken all actions\n     specified in such previously delivered opinion and all other actions known\n     to the Seller to ensure that the Liens referenced in clause (A) of this\n     paragraph (i) are enforceable and have been duly perfected to the same\n     extent as set forth in such previously delivered and accepted legal\n     opinion;\n\n     (ii) with respect to each such Foreign Receivable which is a\n         Registerable Lease Receivable with a Foreign Obligor,\n\n(A)  the form of FAA Assignment with respect to the Financed Aircraft related to\n     such Receivable, which FAA Assignment shall be effective to perfect the\n     Lien granted by the Seller thereon in favor of the Administrative Agent,\n\n(B)  the forms of all other filings and recordings (including, without\n     limitation, any UCC filings with filing offices in the jurisdictions listed\n     on Schedule II) necessary or advisable, in the opinion of the Managing\n     Facility Agent or the Servicer, to perfect the Purchasers' first priority\n     ownership or security interests in and to such Foreign Receivable and the\n     related Contracts and Financed Aircraft and the Collections with respect\n     thereto, and\n\n(C)  (x)(1) a form of legal opinion of special FAA counsel to the Seller to the\n     effect that (A) the Lien granted by the Seller in favor of the\n     Administrative Agent (for the ratable benefit of the Purchasers) in the\n     related Financed Aircraft constitutes a duly perfected, first priority Lien\n     thereon (except as set forth in paragraph (l) of the definition of\n     \"Eligible Receivables\") and (B) the assignment of such Foreign Receivable\n     by the Seller in favor of the Administrative Agent (for the ratable benefit\n     of the Purchasers) constitutes a duly perfected, first priority Lien\n     thereon (except for Permitted Receivables Liens) and (2) a form of legal\n     opinion of counsel (a copy of which shall be delivered to the Managing\n     Facility Agent) admitted to practice in the foreign jurisdiction in which\n     the related Foreign Obligor is located (within the meaning of Section 9-103\n     of the New York UCC), addressed to the Managing Facility Agent, the\n     Co-Administrative Agents and the Purchasers to the effect that the\n     assignment of such Foreign Receivable by the Seller in favor of the\n     Administrative Agent (for the ratable benefit of the Purchasers)\n     constitutes a duly perfected, first priority Lien thereon (except for\n     Permitted Receivables Liens); each such opinion shall also cover such other\n     matters as the Managing Facility Agent shall reasonably request, and shall\n     be in all respects satisfactory in form and substance to the Managing\n     Facility Agent and its counsel, or\n\n \n                                       72\n\n(y)  if the Foreign Obligor of such Foreign Receivable is so located in a\n     jurisdiction covered by a previously delivered and accepted (by the\n     Managing Facility Agent on behalf of the Purchasers) legal opinion of\n     foreign counsel (as described in clause (C)(x) above), a form of\n     certificate of a Responsible Officer of the Seller which represents and\n     warrants to the Managing Facility Agent, for the benefit of the Purchasers,\n     that the Seller has taken all actions specified in such previously\n     delivered opinion and all other actions known to the Seller to ensure that\n     the assignment of the Foreign Receivable is enforceable and has been duly\n     perfected to the same extent as set forth in such previously delivered and\n     accepted legal opinion;\n\n     (iii) with respect to each such Foreign Receivable which is a Lease\n           Receivable with a Foreign Obligor, but is not a Registerable Lease\n           Receivable,\n\n(A)  the form of Foreign Assignment with respect to the Financed Aircraft\n     related to such Receivable, which Foreign Assignment shall be effective to\n     perfect the Lien granted thereon by the Seller in favor of the\n     Administrative Agent for the ratable benefit of the Purchasers,\n\n(B)  the forms of all other filings and recordings (including, without\n     limitation, any UCC filings with filing offices in the jurisdictions listed\n     on Schedule II) necessary or advisable, in the opinion of the Managing\n     Facility Agent or the Servicer, to perfect the Purchasers' first priority\n     ownership or security interests in and to such Foreign Receivable and the\n     related Contracts and Financed Aircraft and the Collections with respect\n     thereto, and\n\n(C)  (x) a form of legal opinion of counsel (a copy of which shall be delivered\n     to the Managing Facility Agent) admitted to practice in the foreign\n     jurisdiction in which the related Foreign Obligor is located (within the\n     meaning of Section 9-103 of the New York UCC), addressed to the Managing\n     Facility Agent, the Co-Administrative Agents and the Purchasers (1) to the\n     effect that (A) the Lien granted by the Seller in favor of the\n     Administrative Agent (for the ratable benefit of the Purchasers) in the\n     related Financed Aircraft constitutes a duly perfected, first priority Lien\n     thereon (except as set forth in paragraph (l) of the definition of\n     \"Eligible Receivables\"), (B) the assignment by the Seller in favor of the\n     Administrative Agent (for the ratable benefit of the Purchasers) of such\n     Receivable constitutes a duly perfected, first priority Lien thereon\n     (except for Permitted Receivables Liens) and (2) covering such other\n     matters as the Managing Facility Agent shall reasonably request, and in all\n     respects satisfactory in form and substance to the Managing Facility Agent\n     and its counsel, or\n\n \n                                       73\n\n(y)  if the Foreign Obligor of such Foreign Receivable is so located in a\n     jurisdiction covered by a previously delivered and accepted (by the\n     Managing Facility Agent on behalf of the Purchasers) legal opinion, a form\n     of certificate of a Responsible Officer of the Seller which represents and\n     warrants to the Managing Facility Agent, for the benefit of the Purchasers,\n     that the Seller has taken all actions specified in such previously\n     delivered opinion and all other actions known to the Seller to ensure that\n     the Liens referenced in clause (C)(x)(1)(A) and (B) of this paragraph (iii)\n     are enforceable and have been duly perfected to the same extent as set\n     forth in such previously delivered and accepted legal opinion;\n\n         provided, however, that notwithstanding the provisions of this\n         subsection 2.27(a)(iii), the Seller may, at its option, decline to\n         perform any of the requirements of this subsection 2.27(a)(iii) with\n         respect to any Uncertified Lease Receivable; and\n\n     (iv)  with respect to each Affiliate Receivable,\n\n(A)  the form(s) of Foreign Assignment(s) with respect to the Financed Aircraft\n     related to such Receivable, which Foreign Assignment(s) shall be effective\n     to perfect (A) the Lien granted thereon by the Affiliate Obligor in favor\n     of Raytheon Credit, (B) an assignment of such Lien by Raytheon Credit in\n     favor of the Seller and (B) an assignment of such Lien by the Seller in\n     favor of the Administrative Agent for the ratable benefit of the\n     Purchasers,\n\n(B)  the forms of all other filings and recordings (including, without\n     limitation, any UCC filings with filing offices in the jurisdictions listed\n     on Schedule II) necessary or advisable, in the opinion of the Managing\n     Facility Agent or the Servicer, to perfect (A) Raytheon Credit's first\n     priority perfected interest in the Applicable Lease related thereto, the\n     Financed Aircraft and the Collections with respect thereto, (B) the\n     assignment by Raytheon Credit of such Affiliate Receivable and Raytheon\n     Credit's interest in the Applicable Lease related thereto, the Financed\n     Aircraft and the Collections with respect thereto to the Seller and (C) the\n     Purchasers' first priority ownership or security interests in and to such\n     Affiliate Receivable and the related Contracts and Financed Aircraft and\n     the Collections with respect thereto, and\n\n(C)  (x) a form of legal opinion of counsel (a copy of which shall be delivered\n     to the Managing Facility Agent) admitted to practice in the foreign\n     jurisdiction in which the related Unaffiliated Foreign Lessee is located\n     (within the meaning of Section 9-103 of the New York UCC), addressed to the\n     Managing Facility Agent, the Co-Administrative Agents and the Purchasers\n     (1) to the effect that (A) the Lien in favor of Raytheon Credit in the\n     related Financed Aircraft constitutes a duly perfected, first priority Lien\n     thereon (except as set forth in paragraph (l) of the definition of\n     \"Eligible Receivables\"), (B) the assignment by Raytheon Credit in favor of\n     the Seller of such Affiliate Receivable and Raytheon Credit's interest in\n     the Applicable Lease related thereto, the Financed Aircraft and the\n     Collections with respect thereto constitutes a duly perfected assignment\n     thereof and (C) the assignment thereof by the Seller in favor of the\n\n \n                                       74\n\n     Administrative Agent, for the ratable benefit of the Purchasers of such\n     Affiliate Receivable, constitutes a duly perfected, first priority Lien\n     thereon (except for Permitted Receivables Liens and except as set forth in\n     paragraph (l) of the definition of \"Eligible Receivables\") and (2) covering\n     such other matters as the Managing Facility Agent shall reasonably request,\n     and in all respects satisfactory in form and substance to the Managing\n     Facility Agent and its counsel, or\n\n(y)  if the Unaffiliated Foreign Lessee of such Affiliate Receivable is so\n     located in a jurisdiction covered by a previously delivered and accepted\n     (by the Managing Facility Agent on behalf of the Purchasers) legal opinion,\n     a form of certificate of a Responsible Officer of the Seller which\n     represents and warrants to the Managing Facility Agent, for the benefit of\n     the Purchasers, that the Seller has taken all actions specified in such\n     previously delivered opinion and all other actions known to the Seller to\n     ensure that the Liens referenced in clause (C)(x)(1)(A), (B) and (C) of\n     this paragraph (iv) are enforceable and have been duly perfected to the\n     same extent as set forth in such previously delivered and accepted legal\n     opinion.\n\n(b)  Except as provided in subsection 2.27(c) below, within 30 days of receipt\n     of such forms of assignment, legal opinions and other specified documents,\n     the Servicer shall notify the Seller whether or not the related Affiliate\n     Receivables and Foreign Receivables will, subject to the satisfaction of\n     the conditions specified in subsection 5.2(e), constitute Certified Foreign\n     Receivables, Uncertified Foreign Receivables or Ineligible Receivables.\n     Subject to the satisfaction of the conditions specified in subsection\n     5.2(e), such designation will be applied from and after the date of such\n     notification. In the absence of such notification, such Receivable shall\n     constitute an Uncertified Foreign Receivable, provided, however, that at\n     any time thereafter, the Seller may request that the Servicer determine\n     whether any Uncertified Foreign Receivable due to a change of circumstance\n     is eligible to qualify as a Certified Foreign Receivable. Within 45 days of\n     receipt of such request (or such shorter period as shall be reasonably\n     practicable) the Servicer shall determine the eligibility of the\n     Uncertified Foreign Receivable referred to above to qualify as a Certified\n     Foreign Receivable in accordance with the provisions of this subsection\n     2.27 and notify the Seller.\n\n(c)  Notwithstanding the foregoing, but subject to the further provisions of\n     this subsection 2.27(c) and the provisions of subsection 2.27(d), on the\n     Closing Date Existing Certified Receivables shall be designated Certified\n     Foreign Receivables hereunder. Within 180 days of the Closing Date (such\n     date, the \"Certified Opinion Delivery Date\"), the Seller shall deliver to\n     the Old Administrative Agent, with respect to each Existing Certified\n     Receivable, a form of legal opinion of counsel (satisfactory to the Old\n     Administrative Agent) admitted to practice in the foreign jurisdiction in\n     which the related Unaffiliated Foreign Lessee is located (within the\n     meaning of Section 9-103 of the New York UCC), addressed to the Old\n     Administrative Agent and the Purchasers (x) to the effect that no further\n     action need be taken in order to (1) perfect the transfer by Raytheon\n     Credit to the Seller of such Existing Certified Receivable, the related\n\n \n                                       75\n\n     Financed Aircraft and Applicable Lease (if applicable) and Collections\n     thereon in accordance with the Intercompany Purchase Agreement and (2)\n     continue the Lien in favor of the Administrative Agent of such Existing\n     Certified Receivable, the related Financed Aircraft and Applicable Lease\n     (if applicable) and Collections thereon as a duly perfected Lien having the\n     same priority as in effect immediately prior to the Effective Date and (y)\n     if any actions had been required in order to render the opinions set forth\n     in clause (x), setting forth such actions and (z) covering such other\n     matters as the Old Administrative Agent shall reasonably request, which\n     opinion shall be in all respects satisfactory in form and substance to the\n     Old Administrative Agent and its counsel.\n\n(d)  On the first Settlement Date (other than a Special Settlement Date)\n     following the Certified Opinion Delivery Date, the Seller shall repurchase\n     from the Purchasers and the Purchasers agree to sell to the Seller on such\n     date in accordance with the terms hereof, each Existing Certified\n     Receivable and each Existing GA Receivable (the Foreign Obligor of which is\n     located in Canada, France or Australia) as to which the Purchasers shall\n     not have received a legal opinion to the effect set forth in subsection\n     2.27(c) hereof. Subject to subsections 2.13 and 2.15(b), the Seller shall\n     make such repurchase by depositing in the Concentration Account cash an\n     amount for each such Receivable equal to the amount set forth in clause (a)\n     of the definition of \"Repurchase Price\", calculated at the date such\n     deposit is made, except to the extent (without duplication) of any payment\n     made pursuant to subsection 2.18, for the Settlement Period during which\n     such interest accrued and was not paid by the Foreign Obligor under the\n     related Contract. The amount of any such deposit shall be applied and\n     distributed in accordance with subsections 2.15 and 2.16. Except as\n     provided in subsection 9.1, the sole obligation of the Seller with respect\n     to a Receivable of the type described in this subsection 2.27(d) shall be\n     the requirement to repurchase or substitute for such Receivable pursuant to\n     this subsection 2.27(d).\n\n         SECTION 3. THE SERVICER AND SERVICING OF PURCHASED RECEIVABLES\n\n     3.1 Designation of Servicer; Removal. (a) The servicing, administering and\ncollection of Purchased Receivables shall be conducted by such Person (the\n\"Servicer\") so designated from time to time in accordance with this subsection\n3.1. Until the Required Purchasers give notice to the Seller of the designation\nof a new Servicer pursuant to subsection 3.1(b), Raytheon Credit is hereby\ndesignated as, and hereby agrees to perform the duties and obligations of, the\nServicer for the Purchased Receivables sold hereunder. The Servicer may, with\nthe prior consent of the Required Purchasers, subcontract with any other Person\nto perform, in accordance with applicable laws, the servicing, administering or\ncollecting of Purchased Receivables, provided that the Servicer shall remain\nliable for the performance of the duties and obligations of the Servicer\npursuant to the terms hereof. With respect to the Existing Receivables, the\ncapacity of the Servicer shall be a continuation by Raytheon Credit of its\ncapacity as Servicer under and as defined in each of the Existing Agreements.\n\n \n                                       76\n\n(b)  At any time after the occurrence and during the continuance of a Specified\n     Amortization Event, the Required Purchasers may remove Raytheon Credit (or\n     any successor Servicer) as the Servicer and appoint as a successor Servicer\n     any Person to succeed Raytheon Credit (or any successor Servicer) as\n     Servicer, on the condition that such successor Servicer agrees to perform\n     the duties and obligations of the Servicer pursuant to the terms hereof.\n     Any such removal of Raytheon Credit (or any successor Servicer) as the\n     Servicer shall not become effective until such successor Servicer accepts\n     its appointment and agrees to be bound by the terms and conditions of this\n     Agreement with respect to the Servicer in a writing satisfactory in form\n     and substance to the Managing Facility Agent and the Required Purchasers.\n     The Servicer agrees to cooperate with the Managing Facility Agent, the\n     Purchasers and any successor Servicer if the Servicer is terminated under\n     this Agreement, including transferring to the successor Servicer all cash\n     amounts or documents or instruments relating to the Purchased Receivables\n     held by the Servicer at the time of its removal.\n\n(c)  The authorization of the Servicer under this Agreement shall terminate when\n     all the obligations under this Agreement have been paid in full.\n\n     3.2 Duties of Servicer. (a) The Servicer shall take or cause to be taken\nall such actions as may be necessary or advisable to administer, service and\ncollect each Purchased Receivable from time to time, all in accordance with\napplicable laws, rules and regulations, with reasonable care and diligence, and\nsolely in accordance with the Credit and Collection Policy. The Seller, the\nManaging Facility Agent and each Purchaser each agrees that the Servicer may\nenforce its rights and interests in and under the Purchased Receivables and the\nContracts and with respect to the Financed Aircraft. The Servicer shall remit\nCollections in accordance with subsections 2.14 and 2.15(a) and until such\nremittances are made, shall hold such Collections in trust for the account of\nthe Purchasers. The Servicer may not extend, amend or otherwise modify the terms\nof any Purchased Receivable, or amend, modify or waive any term or condition of\nany Contract related thereto, or extend, amend or otherwise modify the rights of\nthe Seller except (i) in accordance with subsection 7.1(b) and (ii) if the\nServicer is not then Raytheon Credit, with the Seller's prior consent. No\nServicer (if not Raytheon Credit) may commence or settle any legal action to\nenforce collection of any Purchased Receivable without the prior consent of the\nRequired Purchasers. The Seller shall deliver to the Servicer (if not the\nSeller) all computer tapes or disks and, upon the Managing Facility Agent's\nrequest, all documents, instruments or other records which evidence or relate to\nPurchased Receivables (the foregoing, the \"Contract Files\").\n\n(b)  The Servicer (if not Raytheon Credit) shall as soon as practicable\n     following receipt turn over to the Seller or any other party entitled\n     thereto the Collections on any Receivable which is not a Purchased\n     Receivable less all reasonable and appropriate out-of-pocket costs and\n     expenses of the Servicer of servicing, collecting and administering such\n     Receivable to the extent not covered by the Servicing Fee received by it.\n     The Servicer, if other than the Seller, shall as soon as practicable upon\n     demand deliver to the Seller all documents, instruments and records in its\n     possession which evidence or relate to Receivables other than Purchased\n     Receivables, and copies of documents, instruments and records in its\n     possession which evidence or relate to Receivables other than Purchased\n     Receivables. The Servicer unconditionally and absolutely agrees to take any\n     and all action requested by the Managing Facility Agent in connection with\n     the exercise by the Managing Facility Agent and the Purchasers of their\n     rights under subsection 8.2, 11.11, 11.12 or 11.13.\n\n \n                                       77\n\n(c)  With respect to any L\/C Receivable the related letter of credit of which\n     expires on the last date of the Contract related thereto, the Servicer\n     shall prepare any drawing request required under such letter of credit and,\n     if the payment due under such Contract is not made by the drawing deadline\n     under such letter of credit, the Servicer shall make a drawing thereunder.\n     Further, if the expiration date of any letter of credit related to any L\/C\n     Receivable is not extended when a Principal Balance of such Receivable\n     remains outstanding, the Servicer shall, or shall cause the Seller or\n     Raytheon Credit to, draw the aggregate available amount under such letter\n     of credit prior to the expiration thereof.\n\n     3.3 Servicer Reports. The Servicer shall deliver to the Managing Facility\nAgent, with sufficient copies for each Purchaser:\n\n(a)  Within 45 days after the end of each of the first three fiscal quarters of\n     the Servicer, beginning with the first such quarter to end after the\n     Closing Date, a report with respect to such fiscal quarter, certified by a\n     Responsible Officer (if the Seller is then the Servicer) or by the\n     president or officer responsible for financial affairs of the Servicer, to\n     the effect that the Servicer has reviewed its servicing, administration and\n     collection of Purchased Receivables, Collections with respect thereto and\n     the related Contracts and Financed Aircraft, that no errors and\n     irregularities were detected with respect to such servicing, administration\n     and collection and that such servicing, collection and administration was\n     conducted in compliance with the applicable provisions of this Agreement;\n     and\n\n(b)  Within 90 days after the last day of each fiscal year of the Servicer, a\n     report of a firm of nationally recognized independent public accountants\n     (which may also render other services to the Servicer, the Seller or\n     Raytheon or any Affiliate thereof) to the effect that (i) such firm has\n     made a study and evaluation in accordance with generally accepted auditing\n     standards of the Servicer's internal accounting controls relative to the\n     servicing, administration and collection of Purchased Receivables,\n     Collections with respect thereto and the related Contracts and Financed\n     Aircraft, that such system of internal accounting controls then in effect\n     with respect to such servicing procedures performed by the Servicer was\n     sufficient for the prevention and detection of errors and irregularities\n     and that such servicing, administration and collection of Purchased\n     Receivables, Collections with respect thereto and the related Contracts and\n     Financed Aircraft was conducted in compliance with the provisions of this\n     Agreement and (ii) such firm has compared the mathematical calculations of\n     amounts set forth on a statistically representative sample of Settlement\n     Statements delivered with respect to each Settlement Period during such\n     fiscal year with the Servicer's computer reports and other documents which\n     were the source of such amounts and that on the basis of such comparison,\n     such amounts are in agreement, except in either case as may be described in\n     such report.\n\n \n                                       78\n\n     3.4 Servicing Fee. As compensation for its servicing activities hereunder\nand reimbursement for its reasonable fees, disbursements and expenses incurred\nin connection with its activities hereunder, the Servicer shall be entitled to\nreceive a per annum servicing fee of .85% of the Outstanding Purchase Price,\npayable monthly in arrears on each Settlement Date (other than a Special\nSettlement Date) in respect of the Outstanding Purchase Price at the end of the\nAccrual Period preceding the Settlement Date on which the Servicing Fee is paid.\nThe Servicing Fee shall be calculated on the basis of a 360-day year for the\nactual number of days elapsed during such Accrual Period.\n\n     3.5 Merger or Consolidation of, or Assumption of the Obligations of, the\nServicer. The Servicer shall not consolidate with or merge into any other Person\nor convey or transfer its properties and assets substantially as an entirety to\nany Person, unless:\n\n(i)   the Person formed by such consolidation or into which the Servicer is\n      merged or the Person which acquires by conveyance or transfer the\n      properties and assets of the Servicer substantially as an entirety shall\n      be, if the Servicer is not the surviving entity, organized and existing\n      under the laws of the United States of America or any State or the\n      District of Columbia and shall expressly assume, by an agreement in form\n      reasonably satisfactory to the Managing Facility Agent and the Required\n      Purchasers, the performance of every covenant and obligation of the\n      Servicer hereunder, and shall benefit from all the rights granted to the\n      Servicer, as applicable hereunder;\n\n(ii)  the Servicer has delivered to the Managing Facility Agent a certificate of\n      the Chief Financial Officer or President thereof and an opinion of counsel\n      (which counsel shall be reasonably satisfactory to the Managing Facility\n      Agent) each stating that such consolidation, merger, conveyance or\n      transfer and such agreement comply with this Section 3.5 and that all\n      conditions precedent herein provided for relating to such transaction have\n      been complied with and, in the case of the opinion of counsel, that such\n      agreement is legal, valid and binding with respect to the Servicer; and\n\n(iii) after giving effect thereto, no Amortization Event shall have occurred and\n      be continuing.\n\n \n                                       79\n\n     3.6 Limitation on Liability of the Servicer and Others. Neither the\nServicer (except as otherwise provided herein) nor any of the directors or\nofficers or employees or agents of the Servicer shall be under any liability to\nthe Managing Facility Agent, the Co-Administrative Agents or the Purchasers or\nany other Person for any action taken or for refraining from the taking of any\naction pursuant to this Agreement whether arising from express or implied duties\nunder this Agreement; provided, however, that this provision shall not protect\nthe Servicer against any liability which would otherwise be imposed by reason of\nits willful misfeasance, bad faith or gross negligence in the performance of\nduties or by reason of its willful misconduct hereunder or by reason of Section\n3.7. The Servicer and any director or officer or employee or agent of the\nServicer may rely in good faith on any document of any kind prima facie properly\nexecuted and submitted by any Person respecting any matters arising hereunder.\n\n     3.7 Indemnification of the Seller, the Managing Facility Agent, the\nAdministrative Agent, the Co-Administrative Agents and each Purchaser. The\nServicer shall indemnify and hold harmless the Seller, the Managing Facility\nAgent, the Administrative Agent and each Purchaser from and against any loss,\nliability, expense, damage or injury suffered or sustained by reason of any\nacts, omissions or alleged acts or omissions of the Servicer with respect to\nactivities of the Seller or the Purchasers for which the Servicer is responsible\npursuant to this Agreement, including those arising from acts or omissions of\nthe Servicer pursuant to this Agreement, including, but not limited to any\njudgment, award, settlement, reasonable attorneys' fees and other costs or\nexpenses incurred in connection with the defense of any actual or threatened\naction, proceeding or claim. Notwithstanding the foregoing, (i) the Servicer\nshall not indemnify the Seller, the Managing Facility Agent, the Administrative\nAgent, any Co-Administrative Agent or any Purchaser if such acts, omissions or\nalleged acts constitute fraud, gross negligence or breach of fiduciary duty by\nsuch Person; (ii) the Servicer shall not indemnify the Seller, the Managing\nFacility Agent, the Administrative Agent, the Co-Administrative Agents or any\nPurchaser for any liabilities, costs or expenses with respect to any action\ntaken by or at the request of any Purchasers, the Managing Facility Agent, the\nAdministrative Agent, any Co-Administrative Agent, any Co-Agent or any Agent;\n(iii) the Servicer shall not indemnify the Seller, the Managing Facility Agent,\nthe Administrative Agent, the Co-Administrative Agents or any Purchaser as to\nany losses, claims or damages incurred by any of them in their capacities as\ninvestors, including without limitation losses incurred as a result of Defaulted\nReceivables which are written off as uncollectible; and (iv) the Servicer shall\nnot indemnify the Seller, the Managing Facility Agent, the Administrative Agent,\nthe Co-Administrative Agents or any Purchaser for any liabilities, costs or\nexpenses of any such Person arising under any tax law, including without\nlimitation any federal, state or local income or franchise taxes or any other\ntax imposed on or measured by income (or any interest or penalties with respect\nthereto or arising from a failure to comply therewith) required to be paid by\nany such Person in connection herewith to any taxing authority. The provisions\nof this indemnity shall run directly to and be enforceable by an injured party\nsubject to the limitations hereof.\n\n     The obligations of the Servicer under this subsection 3.7 shall survive the\npayment in full of the obligations hereunder.\n\n \n                                       80\n\n     3.8 The Servicer Not to Resign. The Servicer shall not resign from the\nobligations and duties hereby imposed on it except upon determination that (i)\nthe performance of its duties hereunder is or becomes impermissible under\napplicable law and (ii) there is no reasonable action which the Servicer could\ntake to make the performance of its duties hereunder permissible under\napplicable law. Any such determination permitting the resignation of the\nServicer shall be evidenced as to clause (i) above by an opinion of counsel\n(satisfactory to the Managing Facility Agent and its counsel) to such effect\ndelivered to the Managing Facility Agent. No such resignation shall become\neffective until a successor Servicer shall have assumed the responsibilities and\nobligations of the Servicer hereunder. Any delegation of duties permitted under\nsubsection 3.1 shall not relieve the Servicer of its liability and\nresponsibility with respect to such duties, and shall not constitute a\nresignation within the meaning of this subsection 3.8.\n\n     3.9 Access to Certain Documentation and Information Regarding the\nContracts. The Servicer shall provide to the Managing Facility Agent access to\nthe documentation regarding the Purchased Receivables (including the Contracts)\nand the related Financed Aircraft, such access being afforded without charge but\nonly (i) upon reasonable request, (ii) during normal business hours, (iii)\nsubject to the Servicer's normal security and confidentiality procedures and\n(iv) at offices designated by the Servicer.\n\n     3.10 Marking of Records. The Servicer shall mark the Contract files with a\nlegend (or, in the case of computer tapes and disks, other appropriate\nelectronic mark or tag) that such Purchased Receivables have been sold to the\nManaging Facility Agent and each Purchaser.\n\n     3.11 Additional Covenants of the Servicer. The Servicer hereby covenants\nthat:\n\n(a)  Contract Files. The Servicer will, at its own cost and expense, maintain\n     all Contract files in its possession in trust for the Seller, the Managing\n     Facility Agent and the Purchasers and in accordance with the Credit and\n     Collection Policy and customary standards in the aircraft finance industry.\n     Without limiting the generality of the preceding sentence, the Servicer\n     will not dispose of any such items in any manner which is inconsistent with\n     the performance of its obligations as the Servicer pursuant to this\n     Agreement and will not dispose of any Contract except as contemplated by\n     this Agreement.\n\n(b)  Compliance with Law. The Servicer will comply, in all material respects,\n     with all laws and regulations of any Governmental Authority applicable to\n     the Servicer, the Contracts related to the Purchased Receivables, the\n     related Financed Aircraft and the Contract Files or any part thereof;\n     provided that the Servicer may contest any such law or regulation in any\n     reasonable manner which will not materially and adversely affect the value\n     of (or the rights of the Managing Facility Agent or the Purchasers, with\n     respect to) the Purchased Receivables and related Financed Aircraft.\n\n(c)  Preservation of Security Interest. The Servicer will execute and file such\n     financing and continuation statements and any other documents reasonably\n     requested by the Managing Facility Agent to be filed or which may be\n     required by any law or regulation of any Governmental Authority to preserve\n     and protect fully the interest of the Managing Facility Agent and the\n     Purchasers in, to and under the Purchased Receivables and related Financed\n     Aircraft (in each case as contemplated by the other provisions of this\n     Agreement).\n\n \n                                       81\n\n(d)  Obligations with Respect to Contracts; Modifications. The Servicer will\n     duly fulfill and comply with, in all material respects, all obligations on\n     the part of the Seller to be fulfilled or complied with under or in\n     connection with each Contract related to Purchased Receivables and will do\n     nothing to impair the rights of the Administrative Agent or the Purchasers\n     in, to and under the Purchased Receivables and the related Financed\n     Aircraft. The Servicer will perform such obligations under the Contracts\n     and will not change or modify the Contracts, except as otherwise provided\n     in subsection 7.1(b)(iv) of this Agreement.\n\n(e)  No Bankruptcy Petition. Prior to the date that is one year and one day\n     after the payment in full of all amounts owing hereunder, the Servicer will\n     not institute against the Seller, or join any other Person in instituting\n     against the Seller, any bankruptcy, reorganization, arrangement, insolvency\n     or liquidation proceedings or other similar proceedings under the laws of\n     the United States or any state of the United States. This Section 3.11(e)\n     will survive the termination of this Agreement.\n\n                    SECTION 4. REPRESENTATIONS AND WARRANTIES\n\n     4.1 Representations and Warranties Relating to the Seller. To induce the\nPurchasers to enter into this Agreement and to purchase the Receivables the\nSeller hereby represents and warrants to the Managing Facility Agent and each\nPurchaser on the date hereof, on the Effective Date and (except as provided in\nsubsection 4.1(j)) on each Settlement Date (including each Special Settlement\nDate) on which a purchase or substitution is made that:\n\n(a)  Corporate Existence; Compliance with Law. The Seller (i) is duly organized,\n     validly existing and in good standing under the laws of the jurisdiction of\n     its organization, (ii) has the corporate power and authority, and the legal\n     right, to own and operate its property, to lease the property it operates\n     as lessee and to conduct the business in which it is currently engaged,\n     (iii) is duly qualified and in good standing under the laws of each\n     jurisdiction where its ownership, lease or operation of property or the\n     conduct of its business requires such qualification except to the extent\n     that failure so to qualify could not reasonably be expected to have a\n     Material Adverse Effect and (iv) is in compliance with all Requirements of\n     Law (whether or not the determination of any arbitrator, court or other\n     Governmental Authority has been appealed and is final) except to the extent\n     that the failure to comply therewith could not, in the aggregate,\n     reasonably be expected to have a Material Adverse Effect.\n\n(b)  Corporate Power; Authorization; Enforceable Obligations. The Seller has the\n     corporate power and authority, and the legal right, to execute and deliver,\n     and to perform its obligations under, this Agreement, each Assignment, each\n     FAA Assignment and each Foreign Assignment and to sell or substitute the\n     Receivables hereunder, to grant and assign the Liens as contemplated herein\n     and has taken all necessary corporate action to authorize the sales,\n     purchases and substitutions and the granting and assigning of Liens in\n     connection therewith on the terms and conditions of this Agreement and to\n     authorize the execution, delivery and performance of this Agreement and\n     each other Purchase Document to which it is a party. No consent or\n     authorization of, filing with or other act by or in respect of, any\n\n \n                                       82\n\n     Governmental Authority or any other Person is required in connection with\n     the sales, purchases and substitutions to be made hereunder, the granting\n     and assignment of Liens in connection therewith or with the execution,\n     delivery, performance, validity or enforceability of this Agreement or any\n     other Purchase Document to which it is a party. This Agreement has been,\n     and each Assignment, FAA Assignment and Foreign Assignment will be, duly\n     executed and delivered on behalf of the Seller. This Agreement constitutes,\n     and each Assignment, FAA Assignment and Foreign Assignment when executed\n     and delivered will constitute, a legal, valid and binding obligation of the\n     Seller enforceable against the Seller in accordance with its terms, except\n     as enforceability may be limited by applicable bankruptcy, insolvency,\n     reorganization, moratorium or similar laws affecting the enforcement of\n     creditors' rights generally and by general equitable principles (whether\n     enforcement is sought by proceedings in equity or at law).\n\n(c)  No Legal Bar. Each sale and purchase and each substitution to be made\n     hereunder, the use of the proceeds of any such purchase and sale, each\n     granting or assigning of the Liens in connection with any such purchase and\n     sale or substitution and the execution, delivery and performance of this\n     Agreement and each other Purchase Document to which it is a party will not\n     violate the Seller's certificate of incorporation or by-laws or any\n     Requirement of Law (including, but not limited to, bulk transfer or similar\n     statutory provisions in effect in any applicable jurisdiction) or\n     Contractual Obligation of the Seller and will not result in, or require,\n     the creation or imposition of any Lien on any of its properties or revenues\n     pursuant to the Seller's certificate of incorporation or by-laws or any\n     such Requirement of Law or Contractual Obligation, other than the Liens in\n     favor of the Administrative Agent and the Purchasers created hereby.\n\n(d)  No Material Litigation. No litigation, investigation or proceeding of or\n     before any arbitrator or Governmental Authority is pending by or against\n     the Seller or, to the Seller's knowledge, pending against RAC, or\n     threatened by or against the Seller or RAC, or against any of their\n     respective properties or revenues (i) with respect to this Agreement or any\n     other Purchase Document to which the Seller is a party or any of the\n     transactions contemplated hereby or thereby or (ii) which could reasonably\n     be expected to have a Material Adverse Effect.\n\n(e)  No Default. Neither the Seller nor, to the Seller's knowledge, RAC is in\n     default under or with respect to any of its Contractual Obligations in any\n     respect which could reasonably be expected to have a Material Adverse\n     Effect.\n\n(f)  Federal Regulations. No part of the proceeds of any purchase will be used\n     for \"purchasing\" or \"carrying\" any \"margin stock\" within the respective\n     meanings of each of the quoted terms under Regulation U of the Board of\n     Governors of the Federal Reserve System as now and from time to time\n     hereafter in effect or for any purpose which violates the provisions of the\n     Regulations of such Board of Governors. If requested by any Purchaser or\n     the Managing Facility Agent, the Seller will furnish to the Managing\n     Facility Agent and each Purchaser a statement to the foregoing effect in\n     conformity with the requirements of FR Form U-1 referred to in said\n     Regulation U.\n\n \n                                       83\n\n(g)  ERISA. During the five-year period prior to the date on which this\n     representation is made or deemed made with respect to any Plan, each Plan\n     has complied in all material respects with the applicable provisions of\n     ERISA and the Code and neither the Seller nor any Commonly Controlled\n     Entity has incurred any liability with respect to any Plan (other than\n     contributions and payments required to be made in a timely fashion under\n     the terms of such Plan which were so made), where a failure to comply or\n     such liability could reasonably be expected to have a Material Adverse\n     Effect. Neither the Seller nor any Commonly Controlled Entity would become\n     subject to any liability under ERISA if the Seller or any such Commonly\n     Controlled Entity were to withdraw completely from all Multiemployer Plans\n     as of the valuation date most closely preceding the date on which this\n     representation is made or deemed made which could reasonably be expected to\n     have a Material Adverse Effect.\n\n(h)  Investment Company Act; Other Regulations. The Seller is not an \"investment\n     company\", or a company \"controlled\" by an \"investment company\", within the\n     meaning of the Investment Company Act of 1940, as amended. The Seller is\n     not subject to regulation under any Federal or State statute or regulation\n     which limits its ability to incur indebtedness.\n\n(i)  Place of Business. The chief place of business and chief executive office\n     of the Seller and the offices where the Seller keeps all its books, records\n     and documents evidencing the Purchased Receivables and the related\n     Contracts are located at the address of the Seller referred to in\n     subsection 11.2 (or, in the case of books, records and documents evidencing\n     the Purchased Receivables, at such other locations, notified to the\n     Managing Facility Agent in accordance with subsection 11.2, in\n     jurisdictions where all action required by subsection 6.1(l) has been taken\n     and completed).\n\n(j)  Information. All information set forth in the Syndication Materials is\n     accurate in all material respects on and as of the Effective Date and does\n     not contain any untrue statement of a material fact or omit to state any\n     material fact of which the Seller knows or should have known which is\n     necessary to make the statements herein or therein, in light of the\n     circumstances in which they were made, not misleading.\n\n     4.2 Representations and Warranties Relating to the Receivables. To induce\nthe Purchasers to purchase the Receivables the Seller hereby represents and\nwarrants to the Managing Facility Agent and each Purchaser with respect to\nReceivables being purchased or substituted on each Settlement Date (including\neach Special Settlement Date) or the Closing Date that:\n\n(a)  Eligible Receivables. Each Purchased Receivable is on its date of purchase\n     or substitution hereunder an Eligible Receivable.\n\n \n                                       84\n\n(b)  Ownership or Perfected First Security Interest. Upon each purchase or\n     substitution, the Purchasers will acquire a valid and perfected first\n     priority ownership or security interest in each Purchased Receivable, the\n     Collections with respect thereto and each related Contract and, except with\n     respect to any Unsecured Receivable described in clause (i), (iii) or (v)\n     of the definition of \"Unsecured Receivable\", the related Financed Aircraft,\n     free and clear of any Lien other than (i) with respect to such Purchased\n     Receivable and the related Contracts, the Lien in favor of the\n     Administrative Agent for the ratable benefit of the Purchasers and any\n     Permitted Receivable Lien on such Purchased Receivable and related\n     Contracts, (ii) solely with respect to a Financed Aircraft, (u) the Lien\n     created by the Obligor (including an Affiliate Obligor) in favor of\n     Raytheon Credit and assigned to the Seller, (v) with respect to Existing\n     Certified Receivables, prior to the Certified Opinion Delivery Date, the\n     Lien created by the Obligor in favor of Raytheon Credit (but solely to the\n     extent a filing is required in a foreign jurisdiction to transfer such Lien\n     to the Seller and such filing has not been made), (w) with respect to all\n     Existing Receivables, prior to the FAA Filing Date, the Lien created by the\n     Obligor in favor of Raytheon Credit (but solely to the extent a filing is\n     required with the FAA to transfer such Lien to the Seller and such filing\n     has not been made), (x) the assignment of each such Lien by the Seller in\n     favor of the Administrative Agent for the ratable benefit of the Purchasers\n     or (y) solely with respect to a Lease Receivable, the Lien created by the\n     Seller in favor of the Administrative Agent for the ratable benefit of the\n     Purchasers, and (z) any Permitted Aircraft Lien on such Financed Aircraft;\n     and no effective document or instrument covering any Purchased Receivable\n     or Collections with respect thereto or the related Contract(s) or Financed\n     Aircraft is on file or of record in any recording office (including, but\n     not limited to, the FAA Registry or the comparable registry with respect to\n     any Foreign Receivable (excluding any L\/C Receivable)) except (1) the\n     filings with the appropriate foreign registry with respect to Affiliate\n     Receivables in order to perfect the Lien in favor of the Seller in the\n     Applicable Leases and Financed Aircraft related to such Affiliate\n     Receivables and (2) the filing with the FAA Registry or the comparable\n     registry with respect to any Foreign Receivable or any Affiliate Receivable\n     (excluding any L\/C Receivable) in order to perfect the Lien encumbering a\n     Financed Aircraft and any related Applicable Leases which was granted by\n     the related Obligor in favor of the Seller and (3) as may be filed in favor\n     of the Administrative Agent for the ratable benefit of the Purchasers in\n     accordance with this Agreement.\n\n(c)  Assignment. The information set forth on Annex I to an Assignment, with\n     respect to Eligible Receivables to be purchased or substituted on a\n     Settlement Date or purchased on the Closing Date, is true and correct on\n     and as of such Settlement Date or the Closing Date.\n\n(d)  No Material Adverse Change. Since the date of the last Settlement\n     Statement, there has been no material adverse change in the collectibility\n     of the Purchased Receivables taken as a whole.\n\n \n                                       85\n\n(e)  Substituted Receivables. If on any Settlement Date the Seller sells or\n     substitutes less than substantially all the Eligible Receivables available\n     for purchase or substitution on such Settlement Date, the Seller or the\n     Servicer has not utilized any selection procedure intended to result in a\n     selection of Purchased Receivables to be purchased or substituted on such\n     Settlement Date which could be materially adverse to the rights of the\n     Managing Facility Agent and the Purchasers as of such Settlement Date.\n\n(f)  No Violation. Immediately following each purchase or substitution, the\n     Seller will not have violated the limitations contained in subsection 2.7.\n\n(g)  Entitlement to Section 1110 Benefits. With respect to each Purchased\n     Receivable which is a Commuter Receivable (other than a Foreign Receivable\n     and an Affiliate Receivable), Raytheon Credit or the Seller shall be\n     entitled to the benefits of Section 1110 of the Bankruptcy Code (11 USC ss.\n     1110) with respect to each Contract and repossession of the related\n     Financed Aircraft under which each such Purchased Receivable arises, and\n     the Administrative Agent, for the ratable benefit of the Purchasers,\n     pursuant to subsection 11.13, shall be entitled to such Section 1110\n     benefits of Raytheon Credit and the Seller after the occurrence and during\n     the continuance of a Specified Amortization Event or in connection with any\n     action taken pursuant to subsection 11.11(c) or subsection 11.12(b).\n\n(h)  Stipulated Aircraft Value. The Stipulated Aircraft Value with respect to\n     any Financed Aircraft as set forth in any lease Contract related to a\n     Receivable at any time is equal to or greater than the Outstanding Balance\n     of such Receivable at such time assuming all current payments are made.\n\n               (i) Finance Charge Collections. The Finance Charge Collections\n         have been calculated in compliance with the Credit and Collection\n         Policy.\n\n     4.3 Representations and Warranties Relating to the Servicer. To induce the\nPurchasers to enter into this Agreement and to purchase the Receivables the\nServicer hereby represents and warrants to the Managing Facility Agent and each\nPurchaser on the date hereof, on the Effective Date and (except as provided in\nsubsection 4.3(i)) on each Settlement Date (including each Special Settlement\nDate) on which a purchase or substitution is made that:\n\n(a)  Corporate Existence; Compliance with Law. The Servicer (i) is duly\n     organized, validly existing and in good standing under the laws of the\n     jurisdiction of its organization, (ii) has the corporate power and\n     authority, and the legal right, to own and operate its property, to lease\n     the property it operates as lessee and to conduct the business in which it\n     is currently engaged, (iii) is duly qualified and in good standing under\n     the laws of each jurisdiction where its ownership, lease or operation of\n     property or the conduct of its business requires such qualification except\n     to the extent that failure so to qualify could not reasonably be expected\n     to have a Material Adverse Effect and (iv) is in compliance with all\n     Requirements of Law (whether or not the determination of any arbitrator,\n     court or other Governmental Authority has been appealed and is final)\n     except to the extent that the failure to comply therewith could not, in the\n     aggregate, reasonably be expected to have a Material Adverse Effect.\n\n \n                                       86\n\n(b)  Corporate Power; Authorization; Enforceable Obligations. The Servicer has\n     the corporate power and authority, and the legal right, to execute and\n     deliver, and to perform its obligations under, this Agreement and each\n     other Purchase Document to which it is a party and has taken all necessary\n     corporate action to authorize the execution, delivery and performance of\n     this Agreement and each other Purchase Document to which it is a party. No\n     consent or authorization of, filing with or other act by or in respect of,\n     any Governmental Authority or any other Person is required in connection\n     with the execution, delivery, performance, validity or enforceability of\n     this Agreement or any other Purchase Document to which it is a party. This\n     Agreement has been duly executed and delivered on behalf of the Servicer.\n     This Agreement constitutes, and each other Purchase Document to which it is\n     a party, when executed and delivered by it, will constitute, a legal, valid\n     and binding obligation of the Servicer enforceable against the Servicer in\n     accordance with its terms, except as enforceability may be limited by\n     applicable bankruptcy, insolvency, reorganization, moratorium or similar\n     laws affecting the enforcement of creditors' rights generally and by\n     general equitable principles (whether enforcement is sought by proceedings\n     in equity or at law).\n\n(c)  No Legal Bar. The execution, delivery and performance of this Agreement and\n     each other Purchase Document to which it is a party will not violate the\n     Servicer's certificate of incorporation or by-laws or any Requirement of\n     Law (including, but not limited to, bulk transfer or similar statutory\n     provisions in effect in any applicable jurisdiction) or Contractual\n     Obligation of the Servicer and will not result in, or require, the creation\n     or imposition of any Lien on any of its properties or revenues pursuant to\n     the Servicer's certificate of incorporation or by-laws or any such\n     Requirement of Law or Contractual Obligation.\n\n(d)  No Material Litigation. No litigation, investigation or proceeding of or\n     before any arbitrator or Governmental Authority is pending by or against\n     the Servicer or, to the Servicer's knowledge, pending against RAC, or\n     threatened by or against the Servicer or RAC, or against any of their\n     respective properties or revenues (i) with respect to this Agreement or any\n     other Purchase Document to which the Servicer is a party or any of the\n     transactions contemplated hereby or thereby or (ii) which could reasonably\n     be expected to have a Material Adverse Effect.\n\n(e)  No Default. Neither the Servicer nor, to the Servicer's knowledge, RAC is\n     in default under or with respect to any of its Contractual Obligations in\n     any respect which could reasonably be expected to have a Material Adverse\n     Effect.\n\n \n                                       87\n\n(f)  ERISA. During the five-year period prior to the date on which this\n     representation is made or deemed made with respect to any Plan, each Plan\n     has complied in all material respects with the applicable provisions of\n     ERISA and the Code and neither the Servicer nor any Commonly Controlled\n     Entity has incurred any liability with respect to any Plan (other than\n     contributions and payments required to be made in a timely fashion under\n     the terms of such Plan which were so made), where a failure to comply or\n     such liability could reasonably be expected to have a Material Adverse\n     Effect. Neither the Servicer nor any Commonly Controlled Entity would\n     become subject to any liability under ERISA if the Servicer or any such\n     Commonly Controlled Entity were to withdraw completely from all\n     Multiemployer Plans as of the valuation date most closely preceding the\n     date on which this representation is made or deemed made which could\n     reasonably be expected to have a Material Adverse Effect.\n\n(g)  Investment Company Act; Other Regulations. The Servicer is not an\n     \"investment company\", or a company \"controlled\" by an \"investment company\",\n     within the meaning of the Investment Company Act of 1940, as amended. The\n     Servicer is not subject to regulation under any Federal or State statute or\n     regulation which limits its ability to incur indebtedness.\n\n(h)  Place of Business. The chief place of business and chief executive office\n     of the Servicer and the offices where the Servicer keeps all its books,\n     records and documents evidencing the Purchased Receivables and the related\n     Contracts are located at the address of the Servicer referred to in\n     subsection 11.2 (or, in the case of books, records and documents evidencing\n     the Purchased Receivables, at such other locations, notified to the\n     Managing Facility Agent in accordance with subsection 11.2, in\n     jurisdictions where all action required by subsection 6.1(l) has been taken\n     and completed).\n\n                  (i) Information. All information set forth in the Syndication\n         Materials is accurate in all material respects on and as of the\n         Effective Date and does not contain any untrue statement of a material\n         fact or omit to state any material fact of which the Servicer knows or\n         should have known which is necessary to make the statements herein or\n         therein, in light of the circumstances in which they were made, not\n         misleading.\n\n(j)  Year 2000. The disclosure with respect to the proper functioning, in and\n     following the year 2000, of (a) the computer systems of Raytheon and its\n     Subsidiaries and (b) equipment containing embedded microchips (including\n     systems and equipment supplied by others or with which Raytheon's systems\n     interface) as set forth in Raytheon's report on Form 10-Q for the quarter\n     ended September 27, 1998 filed with the Securities and Exchange Commission,\n     as the same may be updated from time to time by subsequent reports filed by\n     Raytheon on Forms 10-K, 10-Q and\/or 8-K, is true and correct in all\n     material respects.\n\n                         SECTION 5. CONDITIONS PRECEDENT\n\n     5.1 Conditions to Effectiveness. The effectiveness of this Agreement is\nsubject to the satisfaction, of the following conditions precedent (the first\ndate on which such conditions are satisfied, which shall be a Business Day,\nbeing herein called the \"Amendment Effective Date\"):\n\n \n                                       88\n\n(a)  Purchase and Other Documents. The Managing Facility Agent shall have\n     received, with a copy for each Purchaser, (i) this Agreement executed and\n     delivered by a duly authorized officer of each party hereto and (ii) the\n     Repurchase Agreement executed and delivered by a duly authorized officer of\n     RAC and (iii) the Guarantee executed and delivered by a duly authorized\n     officer of Raytheon.\n\n(b)  Corporate Proceedings and Contracts. The Managing Facility Agent shall have\n     received, with a counterpart for each Purchaser, a copy of the resolutions,\n     in form and substance satisfactory to the Managing Facility Agent, of the\n     Boards of Directors of the Seller, Raytheon Credit, RAC and Raytheon\n     authorizing, (i) in the case of the Seller, the execution, delivery and\n     performance of this Agreement, (ii) in the case of Raytheon Credit,\n     authorizing the execution and delivery of this Agreement, (iii) in the case\n     of RAC, authorizing the execution and delivery of the Repurchase Agreement\n     and (iv), in the case of Raytheon, acknowledging the execution and delivery\n     of this Agreement and authorizing the execution and delivery of the\n     Guarantee, certified by the Secretary or an Assistant Secretary of the\n     Seller, Raytheon Credit, RAC or Raytheon, as the case may be, as of the\n     Amendment Effective Date, which certificate shall state that the\n     resolutions thereby certified have not been amended, modified, revoked or\n     rescinded and shall be in form and substance satisfactory to the Managing\n     Facility Agent.\n\n(c)  Corporate Documents; Good Standing Certificates. The Managing Facility\n     Agent shall have received, with a copy for each Purchaser, (i) true and\n     complete copies of the certificate of incorporation and by-laws of each of\n     the Seller, Raytheon Credit, RAC and Raytheon, certified by the Secretary\n     or Assistant Secretary thereof as of the Amendment Effective Date as\n     complete and correct copies thereof and (ii) good standing certificates\n     with respect to Raytheon from the Secretary of State of the State of\n     Delaware, with respect to Raytheon Credit from the Secretary of State of\n     the State of Kansas, with respect to RAC from the Secretary of State of the\n     State of Kansas and with respect to the Seller from the Secretary of State\n     of the State of Kansas.\n\n(d)  Evidence of Incumbency. The Managing Facility Agent shall have received,\n     with a counterpart for each Purchaser, a certificate, in form and substance\n     satisfactory to the Managing Facility Agent, of the Secretary or Assistant\n     Secretary of each of the Seller, Raytheon Credit, RAC and Raytheon\n     certifying as to the names and true signatures of the officers authorized\n     on such Person's behalf to sign the Purchase Documents to which it is a\n     party.\n\n(e)  Officer's Certificates. The Managing Facility Agent shall have received,\n     with a counterpart for each Purchaser, (i) certificates, in form and\n     substance satisfactory to the Managing Facility Agent, of a vice president\n     of each of the Seller, Raytheon, RAC and Raytheon Credit that the\n     representations and warranties made by such Person in the Purchase\n     Documents to which it is a party are true and correct on and as of the\n     Amendment Effective Date as though made on and as of the Amendment\n     Effective Date and (ii) a certificate of the Vice President and Treasurer\n     of Raytheon setting forth in the certificate delivered on behalf of\n     Raytheon the Debt Ratio for the three fiscal quarters ended December 31,\n     1998, the Interest Coverage Ratio for the three fiscal quarters ended\n     December 31, 1998 and calculations thereof in reasonable detail.\n\n \n                                       89\n\n(f)  Legal Opinions. The Managing Facility Agent shall have received, with a\n     counterpart for each Purchaser, the following executed legal opinions, each\n     dated the Amendment Effective Date and each addressed to the Managing\n     Facility Agent and the Purchasers:\n\n     (i)  the executed legal opinion of Wayne Wallace, General Counsel to \n          Raytheon Credit, RAC and the Seller, substantially in the form of \n          Exhibit E-1; and\n     \n     (ii) the executed legal opinion of an in-house attorney of Raytheon who is\n          satisfactory to the Managing Facility Agent, substantially in the \n          form of Exhibit E-2.\n\n         Each such legal opinion shall cover such other matters incident to the\n         transactions contemplated by the Purchase Documents as the Managing\n         Facility Agent may reasonably require.\n\n(g)  UCC Filings. All UCC filings made pursuant to the 1997 Agreement which\n     listed the Old Administrative Agent as the secured party shall have been\n     assigned to Bank of America National Trust and Savings Association as\n     Managing Facility Agent.\n\n(h)  Power of Attorney. The Old Administrative Agent shall have executed a\n     limited power of attorney granting Bank of America National Trust and\n     Savings Association, as Administrative Agent, the ability to act on behalf\n     of the Old Administrative Agent with respect to any documents which relate\n     to the Old Administrative Agent's Lien on Aircraft, located in the United\n     States, which secure Receivables.\n\n(i)  Bailment Agreement. The Bailment Agreement shall have been executed and\n     delivered by all parties thereto.\n\n(j)  Fees. (i) The Seller shall have paid to the Syndication Agent and the\n     Managing Facility Agent for their respective accounts the fees set forth in\n     their respective fee letters with the Seller required to be paid on or\n     prior to the Amendment Effective Date.\n\n     (ii) The Seller shall have paid to the Managing Facility Agent, for the \n          account of each Purchaser pro rata based upon each Purchaser's \n          Commitment Percentage, an amount equal to .05% of the\n          Aggregate Exposure on the Amendment Effective Date.\n\n     5.2 Conditions to Each Purchase or Substitution. The agreement of each\nPurchaser to make any purchase requested to be made by it on the Closing Date or\nany Settlement Date (including, without limitation, its initial purchase and any\nother purchase the Purchase Price for which is netted from Collections pursuant\nto subsections 2.15 and 2.16(a) but excluding the purchases among the Purchasers\ncontemplated by subsection 2.1(d)) and the right of the Seller to substitute\nReceivables pursuant to subsection 2.13 are each subject to the satisfaction of\nthe following conditions precedent:\n\n \n                                       90\n\n(a)  Representations and Warranties. The representations and warranties made by\n     each of the Seller, Raytheon Credit, RAC and Raytheon in or pursuant to the\n     Purchase Documents to which it is a party shall be true and correct in all\n     material respects on and as of such date as if made on and as of such date\n     and the Seller, if applicable, shall have made the representations and\n     warranties required by subsection 5.2(f).\n\n(b)  Amortization Event. No Amortization Event shall have occurred and be\n     continuing on such date or after giving effect to the purchases or\n     substitutions to be made on such date.\n\n(c)  Settlement Statement. The Managing Facility Agent shall have received the\n     Settlement Statement most recently due.\n\n(d)  Assignments. On or prior to such date, the Managing Facility Agent shall\n     have received an Assignment with respect to Receivables to be purchased or\n     substituted on such date, dated such date and executed and delivered by a\n     duly authorized Responsible Officer.\n\n(e)  Perfection Matters. The Servicer shall have received the following:\n\n              (i) with respect to Eligible Receivables other than Affiliate\n                  Receivables, Foreign Receivables and Registerable Lease\n                  Receivables, evidence that each FAA Assignment (in the\n                  appropriate form for filing on the Closing Date or such\n                  Settlement Date) with respect to the Financed Aircraft related\n                  to such Eligible Receivables to be purchased on the Closing\n                  Date or purchased or substituted on such Settlement Date,\n                  shall have been filed with the FAA Registry,\n\n             (ii) with respect to Eligible Receivables which are Foreign\n                  Receivables (other than Foreign Receivables which are Lease\n                  Receivables with a Foreign Obligor), evidence that each\n                  Foreign Assignment (in the appropriate form for filing on the\n                  Closing Date or such Settlement Date) with respect to the\n                  Financed Aircraft related to such Eligible Receivables to be\n                  purchased on the Closing Date or purchased or substituted on\n                  such Settlement Date, shall have been filed in each office in\n                  each jurisdiction necessary to perfect (A) the Lien granted by\n                  the Obligor thereon in favor of Raytheon Credit, (B) the\n                  transfer of such Lien by Raytheon Credit to the Seller and (C)\n                  the assignment of such Lien by the Seller in favor of the\n                  Administrative Agent for the ratable benefit of the\n                  Purchasers,\n\n \n                                       91\n\n            (iii) with respect to Eligible Receivables which are Foreign\n                  Receivables which are Lease Receivables with a Foreign Obligor\n                  (other than any such Receivable which is a Registerable Lease\n                  Receivable with a Foreign Obligor or an Uncertified Lease\n                  Receivable), evidence that each Foreign Assignment (in the\n                  appropriate form for filing on the Closing Date or such\n                  Settlement Date) with respect to the Financed Aircraft related\n                  to such Eligible Receivables to be purchased on the Closing\n                  Date or purchased or substituted on such Settlement Date,\n                  shall have been filed in each office in each jurisdiction\n                  necessary to perfect (x) the transfer by Raytheon Credit of\n                  its ownership interest therein to the Seller and (y) the Lien\n                  granted thereon by the Seller in favor of the Administrative\n                  Agent for the ratable benefit of the Purchasers,\n\n             (iv) with respect to Eligible Receivables which are\n                  Registerable Lease Receivables, evidence that each FAA\n                  Assignment (in the appropriate form for filing on the Closing\n                  Date or such Settlement Date) with respect to the Financed\n                  Aircraft related to such Eligible Receivables to be purchased\n                  on the Closing Date or purchased or substituted on such\n                  Settlement Date, shall have been filed with the FAA Registry\n                  in a manner satisfactory to perfect (x) the transfer by\n                  Raytheon Credit of its ownership interest therein to the\n                  Seller and (y) the Lien granted thereon by the Seller in favor\n                  of the Administrative Agent for the ratable benefit of the\n                  Purchasers,\n\n              (v) with respect to each L\/C Receivable, an acknowledgement,\n                  substantially in the form of Schedule I to the Bailment\n                  Agreement, by the Bailee of its receipt of the related letters\n                  of credit,\n\n             (vi) with respect to Eligible Receivables which are Affiliate\n                  Receivables, evidence that each Foreign Assignment (in the\n                  appropriate form for filing on such Settlement Date) with\n                  respect to the Financed Aircraft related to such Eligible\n                  Receivables to be purchased or substituted on such Settlement\n                  Date, shall have been filed in each office in each\n                  jurisdiction necessary to perfect (x) the Lien thereon granted\n                  by the Affiliate Obligor in favor of Raytheon Credit, (y) the\n                  transfer of such Lien by Raytheon Credit to the Seller and (z)\n                  the Lien granted thereon by the Seller in favor of the\n                  Administrative Agent for the ratable benefit of the\n                  Purchasers, and\n\n \n                                       92\n\n            (vii) with respect to each of the foregoing Eligible\n                  Receivables, evidence that all other filings and recordings\n                  (including, without limitation, any UCC filings with filing\n                  offices in the jurisdictions listed on Schedule II, filings\n                  with the FAA Registry and filings in other jurisdictions as\n                  applicable) and all other actions necessary or advisable to\n                  perfect (x) the Purchasers' first priority ownership or\n                  security interests in and to such Eligible Receivables to be\n                  sold or substituted on such date and (y) the Purchasers' first\n                  priority security interest and, in the case of an Affiliate\n                  Receivable, the Affiliate Obligor's first priority ownership\n                  interest or the Seller's ownership or security interest, as\n                  applicable, in and to the related Contracts and, with respect\n                  to any Travel Air Receivables, the Travel Air Contracts and,\n                  if required pursuant to the foregoing, Financed Aircraft and\n                  the Collections with respect thereto shall have been duly\n                  taken or made.\n\n         From and after the Amendment Effective Date, all filings, assignments\n         and other similar documents required to perfect a Lien hereunder with\n         respect to Receivables (and related Aircraft) purchased after such\n         date, which names the Administrative Agent shall be made in the name of\n         Bank of America National Trust and Savings Association, as\n         Administrative Agent.\n\n(f)  Certificates. With respect to each Certified Foreign Receivable, the\n     Servicer shall have received an executed certificate from a Responsible\n     Officer of the Seller to the Managing Facility Agent, dated the date of\n     such proposed sale and in the form approved by the Managing Facility Agent\n     pursuant to subsection 2.27.\n\n(g)  Marking Records. The Seller shall have, or shall have caused the Servicer\n     to have, marked its books and records with respect to the Purchased\n     Receivables to be sold or substituted on such date in accordance with\n     subsection 6.1(h).\n\n(h)  L\/C Receivables. On or prior to the related Reporting Date, a letter of\n     credit shall have been issued in connection with each L\/C Receivable to be\n     purchased or substituted on such Settlement Date and each such letter of\n     credit shall meet the eligibility criteria set forth herein.\n\n(i)  Refinanced Aircraft. If the Receivable proposed to be purchased (including,\n     without limitation, a purchase the Purchase Price for which is netted from\n     Collections pursuant to subsections 2.15 and 2.16(a)) or substituted has\n     been or will be created in connection with the financing or refinancing of\n     a Refinanced Aircraft, the Seller shall have caused a Lien search to be\n     made with the FAA Registry with respect to such Refinanced Aircraft and at\n     the date of such purchase or substitution, no Lien shall have been recorded\n     at the FAA Registry with respect to such Refinanced Aircraft other than any\n     Permitted Aircraft Lien or the Lien created in favor of Raytheon Credit and\n     transferred to the Seller and assigned to the Administrative Agent for the\n     ratable benefit of the Purchasers.\n\n \n                                       93\n\n(j)  Purchase Report. The Managing Facility Agent, with sufficient copies for\n     each Purchaser, shall have received from the Seller a Purchase Report in\n     the form of Exhibit I.\n\n(k)  Additional Documents. The Managing Facility Agent, with sufficient copies\n     for each Purchaser, shall have received each additional document,\n     instrument, legal opinion or item of information reasonably requested by\n     it.\n\n(l)  Additional Matters. All corporate and other proceedings, and all documents,\n     instruments and other legal matters in connection with the transactions\n     contemplated by this Agreement shall be reasonably satisfactory in form and\n     substance to the Managing Facility Agent, and the Managing Facility Agent\n     shall have received such other documents and legal opinions in respect of\n     any aspect or consequence of the transactions contemplated hereby or\n     thereby as it shall reasonably request.\n\n         Each purchase (including, without limitation, a purchase the Purchase\n         Price for which is netted from the Collections pursuant to subsections\n         2.15 and 2.16(a)) and each substitution of Receivables hereunder shall\n         constitute a representation and warranty by the Seller as of the\n         Closing Date or the Settlement Date (including a Special Settlement\n         Date, if applicable) on which such purchase or substitution is made\n         that the conditions contained in paragraphs (a) through (i) of this\n         subsection 5.2 have been satisfied.\n\n     5.3 Reallocation of Commitments; Addition of New Purchasers. On the\nAmendment Effective Date each entity identified on the signature pages hereto as\na \"New Purchaser\" shall be and become a Purchaser hereunder having a Commitment\nequal to the amount set forth opposite such New Purchaser's name on Annex A\nhereto and each entity identified on the signature pages hereto as a\n\"Withdrawing Purchaser\" shall cease to be a Purchaser except to the extent\nexpressly provided otherwise herein.\n\n                           On the Amendment Effective Date, immediately\n         following the addition referred to in the immediately preceding\n         paragraph, but subject to the terms and conditions hereof, each\n         Purchaser shall sell and assign to each other Purchaser, and each\n         Purchaser shall purchase from each other Purchaser, undivided interests\n         in each then outstanding Purchased Receivable to the extent necessary\n         so that, after giving effect to such purchases and sales, each\n         Purchaser's undivided interest in each Purchased Receivable will equal\n         its Commitment Percentage (as defined in clause (a) of the definition\n         thereof and utilizing the Commitments set forth on Annex A hereto)\n         thereof. Other than the representation and warranty that each of them\n         is the legal and beneficial owner of the respective interest being\n         assigned hereby free and clear of any adverse claim, the selling\n         Purchasers make no representation or warranty to the purchasing\n         Purchasers and assume no responsibility with respect to any statements,\n         warranties or representations made in or in connection with this\n         Agreement or the execution, legality, validity, enforceability,\n         genuineness, sufficiency or value of this Agreement or any instrument\n         or document furnished pursuant thereto. The amounts payable to each\n\n \n                                       94\n\n         Purchaser whose undivided interests are being reduced (each, a\n         \"Reducing Purchaser\") in accordance with the foregoing (such amount for\n         each such Purchaser, its \"Pro Rata Credit\"); the amounts payable by\n         each Purchaser whose undivided interests are being increased or created\n         (each, an \"Increasing Purchaser\") in accordance with the foregoing\n         (such amount for each such Purchaser, its \"Pro Rata Debit\"), in each\n         case as a result of the foregoing sales and purchases; and the amount\n         of each Purchaser's Outstanding Purchase Price immediately after giving\n         effect to the foregoing sales and purchases shall be set forth in a\n         letter from the Managing Facility Agent dated the Amendment Effective\n         Date and satisfactory to each Purchaser. Prior to 11:00 a.m., New York\n         City time, on the Amendment Effective Date each Increasing Purchaser\n         shall make available to the Managing Facility Agent, in immediately\n         available funds at the Managing Facility Agent's office specified in\n         subsection 11.2 hereto, the amount of such Purchaser's Pro Rata Debit.\n         Promptly after receipt of the aggregate amount of Pro Rata Debits, the\n         Managing Facility Agent will transfer to each Reducing Purchaser the\n         amount of such Purchaser's Pro Rata Credit. Such sales and purchases\n         shall be effective on the Amendment Effective Date without further act\n         of assignment.\n\n                           Notwithstanding any contrary provision of this\n         Agreement, on the first Settlement Date following the Amendment\n         Effective Date, the Managing Facility Agent shall pay to each\n         Purchaser, including each Withdrawing Purchaser, from funds received\n         from the Seller pursuant to subsection 2.17, interest on such\n         Purchaser's Outstanding Purchase Price for each day of the preceding\n         Accrual Period prior to the Amendment Effective Date; it being\n         understood that the Outstanding Purchase Price of some of the\n         Purchasers will be re-allocated on the Amendment Effective Date as\n         provided in the preceding paragraph. For the period beginning on the\n         Amendment Effective Date and ending on the next Settlement Date which\n         is not a Special Settlement Date (the \"Amendment Accrual Period\"), the\n         Outstanding Purchase Price shall bear interest at the Interbank Rate\n         for the Amendment Accrual Period. Notwithstanding the provisions of\n         subsection 2.24 hereof, the Seller shall be obligated to indemnify and\n         hold each Purchaser harmless from any loss or expense arising from\n         interest or fees payable by a Purchaser to lenders of funds obtained by\n         it or them to purchase or maintain an interest in the Purchased\n         Receivables with respect to which the Note Rate is determined by\n         reference to the LIBO Rate; provided that, the Managing Facility Agent\n         shall calculate any such loss or expense on behalf of each Purchaser\n         based upon the difference between the Note Rate in effect on the\n         Settlement Date immediately preceding the Amendment Effective Date and\n         the Interbank Rate for the Amendment Accrual Period, which calculation\n         shall be binding and conclusive with respect to each Purchaser and each\n         Withdrawing Purchaser.\n\n \n                                       95\n\n                        SECTION 6. AFFIRMATIVE COVENANTS\n\n     6.1 Affirmative Covenants of the Seller. The Seller hereby agrees that, so\nlong as the Commitments remain in effect, the Outstanding Purchase Price has not\nbeen reduced to zero or any other amount is owing to any Purchaser or the\nManaging Facility Agent hereunder, the Seller shall:\n\n(a)  Reporting Requirements. () Settlement Statements. On or before each\n     Reporting Date, furnish or cause the Servicer to furnish to the Managing\n     Facility Agent, with sufficient copies for each Purchaser, a Settlement\n     Statement in the form of Exhibit C for the preceding Settlement Period,\n     setting forth:\n\n(x)  information and calculations with respect to (A) the Purchased Receivables,\n     Collections thereon, the related Contracts and Financed Aircraft and any\n     Remarketed Aircraft, (B) the Outstanding Purchase Price (separately\n     identifying the portion thereof representing the Purchase Price, if any, of\n     Receivables purchased on the most recent Special Settlement Date), the Note\n     Rate, the Default Rate (if any), the Interbank Rate (if applicable) and\n     Commitment Fees for the related Accrual Period, (C) purchases of specified\n     Eligible Receivables requested to be made on the succeeding Settlement Date\n     (including a specific reference to any new Foreign Obligors), (D) Defaulted\n     Receivables, Ineligible Receivables, Substituted Receivables and\n     adjustments of Receivables made under subsection 2.12, (E) any Permitted\n     Receivable Liens and Permitted Aircraft Liens, (F) the Concentration Limits\n     as described in subsection 2.7, (G) any Receivables of which the scheduled\n     principal payments are being deferred pursuant to subsection 7.1(b)(iv)(x),\n     (H) the total amount of the Participated Receivables, (I) the total amount\n     of the Extended Term Receivables and (J) Net Recoveries; and\n\n(y)  such other information with respect to the Receivables from the Seller and\n     the Servicer as the Managing Facility Agent or any other Purchaser may from\n     time to time request;\n\n         each Settlement Statement shall be certified by a Responsible Officer\n         of the Servicer as being true and correct;\n\n    (ii)  Officer's Certificate. Within 45 days after the end of each fiscal\n          quarter of the Seller, deliver to the Managing Facility Agent, with\n          sufficient copies for each Purchaser, a certificate of a Responsible\n          Officer of the Seller stating that, to the best of such officer's \n          knowledge, after due and diligent inquiry, the Seller during such\n          period has observed or performed all of its covenants and other \n          agreements, and satisfied every condition, contained in this \n          Agreement and that such officer, after due and diligent inquiry, has\n          obtained no knowledge of any Amortization Event, Discount Event, \n          Rating Event, Remittance Event or Ineligibility Event or any  \n          errors in any amounts or other information set forth in any\n          Settlement Statement or any Assignment, FAA Assignment or Foreign\n          Assignment delivered with respect to any Settlement Period occurring\n          during such fiscal quarter except as specified in such certificate;\n\n \n                                       96\n\n    (iii) Servicer Reports. Cause the Servicer to deliver the reports required\n          by subsection 3.3 in accordance with the terms thereof;\n\n    (iv)  Credit and Collection Policy. Deliver to the Managing Facility Agent,\n          with sufficient copies for each Purchaser, promptly after adoption\n          thereof, any change in the Credit and Collection Policy;\n\n      (v) Financing Programs. Concurrently with the distribution or publication\n          to any of Raytheon Credit's Affiliates or Dealers, deliver to the\n          Managing Facility Agent, with sufficient copies for each Purchaser,\n          a copy of each report setting forth Raytheon Credit's retail \n          financing programs;\n\n     (vi) Additional Information. Furnish to the Managing Facility Agent and \n          each Purchaser, promptly, such additional financial and other \n          information, documents, records or reports with respect to\n          the Seller, the Servicer (if Raytheon Credit or an Affiliate of\n          Raytheon Credit is then the Servicer) or RAC, any Purchased Receivable\n          or the Contract, Obligor, Unaffiliated Foreign Lessee or Financed\n          Aircraft with respect thereto, or the business, operations, property\n          or condition (financial or otherwise) of the Seller, as the Managing\n          Facility Agent or any Purchaser may from time to time reasonably\n          request; and\n\n    (vii) Notices. Promptly give notice to the Managing Facility Agent and each\n          Purchaser, after the Seller knows or should have known, of: (1) the \n          occurrence of any Amortization Event, Discount Event, Rating Event, \n          Remittance Event or Ineligibility Event; (2) any Lien (other than \n          the security interest created hereunder in favor of the Administrative\n          Agent and the Purchasers) on or claim asserted against any Purchased\n          Receivable, the Collections with respect thereto or the related \n          Contract or material claim asserted with respect to the related\n          Financed Aircraft; (3) a development or event which has had a\n          Material Adverse Effect; (4) any loss of a Financed Aircraft or of \n          the use thereof due to theft, destruction, damage beyond repair or \n          damage to an extent which makes repair uneconomical, or the\n          confiscation or seizure of any material portion thereof, or \n          requisition of title to or for the use thereof by any Governmental \n          Authority; and (5) any litigation, investigation or proceeding which \n          may exist at any time between the Seller, Raytheon Credit, RAC or \n          any Person which, in either case, could reasonably be expected to \n          have a Material Adverse Effect.  Each notice pursuant to this \n          subsection shall be accompanied by a statement of a Responsible \n          Officer setting forth details of the occurrence referred to therein \n          and stating what action the Seller proposes to take with respect \n          thereto.\n\n  (viii)  Fiscal Months. No later than December 15 of each calendar year the \n          Seller shall send the Managing Facility Agent written notification \n          of each of the Seller's fiscal monthly periods for the immediately \n          following calendar year.\n\n \n                                       97\n\n(b)  Compliance with Laws, Etc. Comply, and cause each Affiliate Obligor to\n     comply, in all respects with all applicable Requirements of Law and all\n     Contractual Obligations with respect to it, its business and properties and\n     all Purchased Receivables and the related Contracts and Financed Aircraft\n     except to the extent that failure to comply therewith could not reasonably\n     be expected to have a Material Adverse Effect.\n\n(c)  Conduct of Business and Maintenance of Existence. Continue to engage in\n     business of the same general type as now conducted by it and preserve,\n     renew and keep in full force and effect its corporate existence and take\n     all reasonable actions to maintain all rights, privileges and franchises\n     necessary or desirable in the normal conduct of its business except where\n     the failure to preserve and maintain such existence, rights, franchises,\n     privileges and qualification could not reasonably be expected to have a\n     Material Adverse Effect.\n\n(d)  Maintenance of Property; Insurance. Keep all property useful and necessary\n     in its business in good working order and condition; maintain with\n     financially sound and reputable insurance companies insurance on all its\n     property in at least such amounts and against at least such risks as are\n     considered reasonable and prudent by the Seller; cause each Financed\n     Aircraft (including, without limitation, any Financed Aircraft repossessed\n     by the Seller or the Servicer) related to a Purchased Receivable to be\n     covered by insurance meeting the requirements of paragraph (w) of the\n     definition of \"Eligible Receivable\"; and furnish to each Purchaser, upon\n     request, full information as to the insurance carried.\n\n(e)  Keeping of Records and Books of Account. Maintain and implement\n     administrative and operating procedures (including, without limitation,\n     maintaining the ability to recreate records evidencing Purchased\n     Receivables in the event of the destruction of the originals thereof), and\n     keep and maintain all documents, books (with true and correct entries in\n     conformity with generally accepted accounting principles as in effect from\n     time to time and all material Requirements of Law), records and other\n     information reasonably necessary or advisable for the administration,\n     servicing and collection of all Purchased Receivables and the monitoring of\n     the Contracts, the related Obligors and Unaffiliated Foreign Lessees and\n     Financed Aircraft (including, without limitation, records adequate to\n     permit the daily identification of all Collections of and adjustments to\n     each Purchased Receivable).\n\n(f)  Location of Records. Keep its chief place of business and chief executive\n     office, and the offices where it keeps its records concerning the Purchased\n     Receivables and all Contracts related thereto (and all original documents\n     relating thereto), at its address referred to in subsection 11.2 or, upon\n     30 days' prior written notice to the Managing Facility Agent, at such other\n     locations in jurisdictions where all actions required by subsection 6.1(l)\n     shall have been taken and completed.\n\n \n                                       98\n\n(g)  Access. From time to time during regular business hours upon reasonable\n     prior notice, permit the Managing Facility Agent or any Purchaser, or their\n     respective agents or representatives () to examine and make copies of and\n     abstracts from all books, records and documents (including, without\n     limitation, computer tapes and disks) in the possession or under the\n     control of the Seller or its Affiliates relating to Purchased Receivables,\n     including, without limitation, the related Contracts and Financed Aircraft\n     and () to visit the offices and properties of the Seller, its Affiliates or\n     its independent certified public accountants for the purpose of examining\n     such materials described in clause (a) above, and to discuss matters\n     relating to Purchased Receivables, the Contracts and the Financed Aircraft\n     or the Seller's or Servicer's (if Raytheon Credit or an Affiliate of\n     Raytheon Credit is then the Servicer) performance hereunder with any of the\n     officers or employees of the Seller or its Affiliates having knowledge of\n     such matters and to discuss the business, operations, properties and\n     financial and other condition of the Seller with such officers and with its\n     independent certified public accountants; provided that any information,\n     records and materials obtained by the Managing Facility Agent or any\n     Purchaser pursuant to this subsection 6.1(g) shall be used by the Managing\n     Facility Agent or such Purchaser solely in connection with its\n     participation in the transactions contemplated by the Purchase Documents\n     (including pursuant to subsections 11.6(b) and (c)) and shall be treated as\n     confidential by the Managing Facility Agent or such Purchaser in accordance\n     with subsection 11.22.\n\n(h)  Marking of Records. At its expense, mark (or cause the Servicer to mark)\n     the computer files evidencing the Purchased Receivables and related\n     Contracts with a legend evidencing that such Purchased Receivables and\n     related Contracts have been sold in accordance with this Agreement and\n     deliver evidence satisfactory thereto in form and substance to the Managing\n     Facility Agent in accordance with subsection 5.2(g).\n\n(i)  Credit and Collection Policy. Comply in all material respects with the\n     Credit and Collection Policy with respect to each Purchased Receivable\n     (including but not limited to the calculation of the Finance Charge\n     Collections) and the related Contract and Financed Aircraft.\n\n(j)  Performance and Compliance with Receivables and Contracts. At its own\n     expense, timely and fully perform and comply with, and enforce and defend,\n     or, with respect to Affiliate Receivables, cause the related Affiliate\n     Obligor to perform and comply with and enforce and defend, all material\n     provisions, covenants and other promises (which promises are required to be\n     observed by it) under the Contracts (other than the payment by such\n     Affiliate Obligor of the principal of and interest on the promissory note\n     included in such Contract) and any policy of insurance issued in connection\n     with an ExIm Bank Receivable and with respect to the Financed Aircraft\n     related to the Purchased Receivables in accordance with the Credit and\n     Collection Policy; and defend the right, title and interest of the\n     Administrative Agent and each Purchaser in and to such Purchased\n     Receivable, the Collections with respect thereto and the related Contract\n     and Financed Aircraft against the claims and demands of any Persons\n     whomsoever (other than of the Administrative Agent or any Purchaser).\n\n \n                                       99\n\n(k)  Interest Rate Protection. Within 30 Business Days after the occurrence of a\n     Rating Event obtain and maintain interest rate caps or interest rate swaps\n     (or such other interest rate protection as the Managing Facility Agent and\n     the Majority Purchasers shall require), at the Seller's own expense, which\n     shall be satisfactory in form and substance to the Managing Facility Agent\n     and the Majority Purchasers and the rights of the Seller thereunder shall\n     be pledged to the Administrative Agent, for the ratable benefit of the\n     Purchasers, as collateral security for the obligations of the Seller\n     hereunder.\n\n(l)  Further Action Evidencing Interests of Administrative Agent and Purchasers.\n     At any time and from time to time, upon the request of the Managing\n     Facility Agent or the request of the Managing Facility Agent as directed by\n     the Majority Purchasers and at the sole expense of the Seller, promptly\n     execute and deliver and cause each Affiliate Obligor to execute and deliver\n     all further instruments and documents and take all further actions and\n     cause each Affiliate Obligor to take all further actions that the Managing\n     Facility Agent or the Managing Facility Agent as directed by the Majority\n     Purchasers may request in order to perfect, protect or more fully evidence\n     the ownership or security interests of the Administrative Agent and the\n     Purchasers in the Purchased Receivables, the Collections with respect\n     thereto and the related Contracts and Financed Aircraft, or to enable any\n     of them or the Administrative Agent to exercise or enforce any of their\n     respective rights with respect thereto, including, but not limited to: (a)\n     execute and file such financing or continuation statements, or amendments\n     thereto or assignments thereof, and such other instruments or notices, as\n     may be necessary or appropriate; and (b) mark conspicuously each invoice\n     evidencing each Purchased Receivable and the related Contract with a\n     legend, in a form acceptable to the Managing Facility Agent, evidencing\n     that such Contract has been assigned to the Administrative Agent for the\n     ratable benefit of the Purchasers and, in connection therewith, the Seller\n     hereby (x) authorizes the Administrative Agent to file one or more\n     financing or continuation statements, and amendments thereto and\n     assignments thereof, relative to all or any of the Purchased Receivables\n     now existing or hereafter arising without the signature of the Seller or\n     any of its Affiliates where permitted by law and (y) agrees that if the\n     Seller fails to perform any of its agreements or obligations under this\n     Agreement, the Managing Facility Agent may (but shall not be required to)\n     itself perform, or cause performance of, such agreement or obligation, and\n     the expenses of the Managing Facility Agent incurred in connection\n     therewith shall be payable by the Seller as provided in subsection 11.5.\n\n(m)  Separate Corporate Existence. (i) Maintain its own deposit account or\n     accounts, separate from those of any Affiliate, with commercial banking\n     institutions. The funds of the Seller will not be diverted to any other\n     Person or for other than corporate uses of the Seller.\n\n                           (ii) Ensure that, to the extent that it shares the\n         same officers or other employees as any of its stockholders or\n         Affiliates, the salaries of and the expenses related to providing\n         benefits to such officers and other employees shall be fairly allocated\n         among such entities, and each such entity shall bear its fair share of\n         the salary and benefit costs associated with all such common officers\n         and employees.\n\n \n                                      100\n\n                           (iii) Ensure that, to the extent that it jointly\n         contracts with any of its stockholders or Affiliates to do business\n         with vendors or service providers or to share overhead expenses, the\n         costs incurred in so doing shall be allocated fairly among such\n         entities, and each such entity shall bear its fair share of such costs.\n         To the extent that the Seller contracts or does business with vendors\n         or service providers when the goods and services provided are partially\n         for the benefit of any other Person, the costs incurred in so doing\n         shall be fairly allocated to or among such entities for whose benefit\n         the goods and services are provided, and each such entity shall bear\n         its fair share of such costs. All material transactions between Seller\n         and any of its Affiliates shall be only on an arm's length basis.\n\n                           (iv) Maintain a principal executive and\n         administrative office through which its business is conducted separate\n         from those of its Affiliates. To the extent that Seller and any of its\n         stockholders or Affiliates have offices in the same location, there\n         shall be a fair and appropriate allocation of overhead costs among\n         them, and each such entity shall bear its fair share of such expenses.\n\n                           (v) Conduct its affairs strictly in accordance with\n         its Certificate of Incorporation and observe all necessary, appropriate\n         and customary corporate formalities, including, but not limited to,\n         holding all regular and special stockholders' and directors' meetings\n         appropriate to authorize all corporate action, keeping separate and\n         accurate minutes of its meetings, passing all resolutions or consents\n         necessary to authorize actions taken or to be taken, and maintaining\n         accurate and separate books, records and accounts, including, but not\n         limited to, payroll and intercompany transaction accounts.\n\n                           (vi) Take or refrain from taking, as applicable, each\n         of the activities specified in the \"non-substantive consolidation\"\n         opinion of Sullivan &amp; Worcester LLP, delivered on the Effective Date,\n         upon which the conclusions expressed therein are based.\n\n(n)  Existing Receivables Perfection Matters. Deliver to the Managing Facility\n     Agent the following:\n\n                           (i) with respect to Existing Certified Receivables,\n         no later than the Certified Opinion Delivery Date, a certificate of a\n         Responsible Officer certifying that all actions set forth in the legal\n         opinions described in subsection 2.27(c) and necessary in order to\n         perfect the Liens and assignments of such Receivables, the related\n         Financed Aircraft and Applicable Leases (if applicable) and Collections\n         thereon, to the extent set forth in such subsection, shall have been\n         taken; and\n\n \n                                      101\n\n                           (ii) with respect to all Existing Receivables, no\n         later than 90 days after the Effective Date (the \"FAA Filing Date\"), a\n         certificate of a Responsible Officer certifying that all filings, if\n         any, to be made with the FAA as described in the opinion of special FAA\n         counsel delivered pursuant to subsection 5.1(g)(iv) of the 1997\n         Agreement and necessary to (x) continue the Lien of the Old\n         Administrative Agent, on behalf of the Purchasers, in the Existing\n         Receivables, the related Financed Aircraft and Applicable Leases (if\n         applicable) and Collections thereon with the same priority thereon as\n         in effect immediately prior to the Effective Date and (y) perfect the\n         transfer by Raytheon Credit of the Existing Receivables, the related\n         Financed Aircraft and Applicable Leases (if applicable) and Collections\n         thereon to the Seller pursuant to the Intercompany Purchase Agreement\n         shall have been taken.\n\n     6.2 Affirmative Covenants of the Servicer. The Servicer (so long as it is\nRaytheon Credit) hereby agrees that, so long as the Commitments remain in\neffect, the Outstanding Purchase Price has not been reduced to zero or any other\namount is owing to any Purchaser or the Managing Facility Agent hereunder, the\nServicer shall:\n\n(a)  Compliance with Laws, Etc. Comply in all respects with all applicable\n     Requirements of Law and all Contractual Obligations with respect to it, its\n     business and properties and all Purchased Receivables and the related\n     Contracts and Financed Aircraft except to the extent that failure to comply\n     therewith could not reasonably be expected to have a Material Adverse\n     Effect.\n\n(b)  Conduct of Business and Maintenance of Existence. Continue to engage in\n     business of the same general type as now conducted by it and preserve,\n     renew and keep in full force and effect its corporate existence and take\n     all reasonable actions to maintain all rights, privileges and franchises\n     necessary or desirable in the normal conduct of its business except where\n     the failure to preserve and maintain such existence, rights, franchises,\n     privileges and qualification could not reasonably be expected to have a\n     Material Adverse Effect.\n\n(c)  Maintenance of Property; Insurance. Keep all property useful and necessary\n     in its business in good working order and condition; maintain with\n     financially sound and reputable insurance companies insurance on all its\n     property in at least such amounts and against at least such risks as are\n     considered reasonable and prudent by the Servicer; cause each Financed\n     Aircraft (including, without limitation, any Financed Aircraft repossessed\n     by the Servicer) related to a Purchased Receivable to be covered by\n     insurance meeting the requirements of paragraph (w) of the definition of\n     \"Eligible Receivable\"; and furnish to each Purchaser, upon request, full\n     information as to the insurance carried.\n\n \n                                      102\n\n(d)  Keeping of Records and Books of Account. Maintain and implement\n     administrative and operating procedures (including, without limitation,\n     maintaining the ability to recreate records evidencing Purchased\n     Receivables in the event of the destruction of the originals thereof), and\n     keep and maintain all documents, books (with true and correct entries in\n     conformity with generally accepted accounting principles as in effect from\n     time to time and all material Requirements of Law), records and other\n     information reasonably necessary or advisable for the administration,\n     servicing and collection of all Purchased Receivables and the monitoring of\n     the Contracts, the related Obligors and Unaffiliated Foreign Lessees and\n     Financed Aircraft (including, without limitation, records adequate to\n     permit the daily identification of all Collections of and adjustments to\n     each Purchased Receivable).\n\n(e)  Location of Records. Keep its chief place of business and chief executive\n     office, and the offices where it keeps its records concerning the Purchased\n     Receivables and all Contracts related thereto (and all original documents\n     relating thereto), at its address referred to in subsection 11.2 or, upon\n     30 days' prior written notice to the Managing Facility Agent, at such other\n     locations in jurisdictions where all actions required by subsection 6.1(l)\n     shall have been taken and completed.\n\n(f)  Access. From time to time during regular business hours upon reasonable\n     prior notice, permit the Managing Facility Agent or any Purchaser, or their\n     respective agents or representatives (i) to examine and make copies of and\n     abstracts from all books, records and documents (including, without\n     limitation, computer tapes and disks) in the possession or under the\n     control of the Servicer or its Affiliates relating to Purchased\n     Receivables, including, without limitation, the related Contracts and\n     Financed Aircraft and (ii) to visit the offices and properties of the\n     Servicer, its Affiliates or its independent certified public accountants\n     for the purpose of examining such materials described in clause (i) above,\n     and to discuss matters relating to Purchased Receivables, the Contracts and\n     the Financed Aircraft or the Servicer's performance hereunder with any of\n     the officers or employees of the Servicer or its Affiliates having\n     knowledge of such matters and to discuss the business, operations,\n     properties and financial and other condition of the Servicer with such\n     officers and with its independent certified public accountants; provided\n     that any information, records and materials obtained by the Managing\n     Facility Agent or any Purchaser pursuant to this subsection 6.2(f) shall be\n     used by the Managing Facility Agent or such Purchaser solely in connection\n     with its participation in the transactions contemplated by the Purchase\n     Documents (including pursuant to subsections 11.6(b) and (c)) and shall be\n     treated as confidential by the Managing Facility Agent or such Purchaser in\n     accordance with subsection 11.22. The Servicer hereby consents to the\n     disclosure of any non-public information with respect to it as related to\n     this transaction and the assets sold hereunder by any SPC to any rating\n     agency, commercial paper dealer, or provider of a surety, guaranty or\n     credit or liquidity enhancement to that SPC.\n\n(g)  Credit and Collection Policy. Comply in all material respects with the\n     Credit and Collection Policy with respect to each Purchased Receivable\n     (including but not limited to the calculation of the Finance Charge\n     Collections) and the related Contract and Financed Aircraft.\n\n \n                                      103\n\n(i)  Ownership of Affiliate Obligors. The Servicer shall at all times\n     beneficially own, directly or indirectly, 100% of each Affiliate Obligor.\n\n                          SECTION 7. NEGATIVE COVENANTS\n\n     7.1 Negative Covenants of the Seller. The Seller hereby agrees that, so\nlong as the Commitments remain in effect, the Outstanding Purchase Price has not\nbeen reduced to zero or any other amount is owing to any Purchaser or the\nManaging Facility Agent hereunder, the Seller shall not:\n\n(a)  Sales, Liens, Etc. Sell, assign (by operation of law or otherwise) or\n     otherwise dispose of, or create or suffer to exist any Lien (other than\n     Permitted Receivable Liens and other than, but solely with respect to a\n     Financed Aircraft, Permitted Aircraft Liens), upon or with respect to, the\n     Purchased Receivables, the related Contracts and Financed Aircraft or the\n     Collections with respect thereto, or assign any right to receive payments\n     in respect thereof other than to the Managing Facility Agent and the\n     Purchasers pursuant to this Agreement.\n\n(b)  Extension or Amendment of Purchased Receivables. Extend, amend or otherwise\n     modify the terms of any Purchased Receivable, or amend, modify or waive any\n     term or condition of any Contract related thereto or permit the Servicer\n     (if the Seller or an Affiliate of the Seller is then the Servicer) to do\n     any of the foregoing except in the normal course of the Seller's business\n     and in accordance with the Credit and Collection Policy or pursuant to\n     subsection 7.1(b)(iv)(x) (each, a \"Modification\"); provided that:\n\n                  (i) any Modification made pursuant to this subsection 7.1(b)\n         shall be subject to the provisions of subsection 2.12;\n\n                  (ii) if an Amortization Event shall have occurred and be\n         continuing, no Modification shall be made without the prior consent of\n         the Required Purchasers if the effect thereof would be to extend the\n         then average life of the Purchased Receivables taken as a whole, to\n         reduce or increase the Principal Balance of any Purchased Receivable or\n         to reduce the amount or rate of interest thereon or to cause the\n         Stipulated Aircraft Value under a Contract to be less than the\n         Outstanding Balance of the Receivable with respect to such Contract;\n\n                  (iii) if an Amortization Event shall have occurred and be\n         continuing, no Modification shall be made without the prior consent of\n         each Purchaser if the effect thereof would be to extend the Final\n         Payment Date of a Receivable beyond the then latest Final Payment Date\n         of all Purchased Receivables;\n\n \n                                      104\n\n                  (iv) the Seller shall not modify the payment terms of any\n         Purchased Receivable except (x) in accordance with the Credit and\n         Collection Policy, except that, (A) with respect to any GA Receivable,\n         the Seller shall not modify the payment terms of any such Purchased\n         Receivable more than once after the Closing Date or Settlement Date on\n         which such Receivable is sold or substituted pursuant to this Agreement\n         or an Existing Agreement, and (B) with respect to a Commuter\n         Receivable, (1) no more than an aggregate of 12 monthly principal\n         payments may be deferred during the term of any Contract and (2)\n         subject to the immediately following sentence, the Final Payment Date\n         may not be extended by more than six months and, (y) so long as no\n         Amortization Event has occurred and is continuing, the Servicer may\n         when necessary to prevent a possible default by the Obligor under any\n         Contract or in order to enhance the collectibility of any Receivable,\n         defer any scheduled payment of principal, in part or in whole, to a\n         later scheduled payment date under such Contract. If, after giving\n         effect to the extension of the Final Payment Date of a Purchased\n         Receivable pursuant to clause (iv)(x)(B)(2) of the foregoing proviso,\n         such extended Final Payment Date exceeds, (I) so long as no Rating\n         Event has occurred and is continuing, 13 years from the date of such\n         extension and, (II) during the continuance of a Rating Event, 10 years\n         from the date of such extension, then on the immediately following\n         Settlement Date (or if such date is a Settlement Date, then on such\n         date) the Seller shall deposit in the Concentration Account an amount\n         equal to the aggregate Principal Collections then scheduled to be paid\n         after such 13th year or 10th year, as the case may be, plus, if a\n         Trigger Amortization Event has occurred and is continuing, accrued and\n         unpaid interest on the amount so deposited at the rate under the\n         related Contract except to the extent (without duplication) of any\n         payment made pursuant to subsection 2.18 for the Settlement Period\n         during which such interest accrued and was not paid by the Obligor\n         under such Contract. The amount of any such deposit shall be applied\n         and distributed in accordance with subsections 2.15 and 2.16 provided,\n         however, that any Purchased Receivable so modified shall be deemed an\n         Extended Term Receivable for purposes of subsection 2.15;\n\n                  (v) any Modification made in accordance with this subsection\n         7.1(b) shall not cause the Principal Balance of the applicable\n         Purchased Receivable to exceed 50% of the Low Wholesale Value of the\n         related Financed Aircraft; and\n\n                  (vi) the Seller shall not make any Modification which permits\n         the transfer of registered ownership in any Financed Aircraft without\n         the consent of the Required Purchasers, unless after giving effect to\n         such transfer (and any payments made under the Contract at the time of\n         transfer) the related Receivable would satisfy on the date of transfer\n         the criteria contained in the definition of Eligible Receivable;\n         provided that the provisions of this subsection 7.1(b)(vi) shall not\n         apply to a transfer by an Obligor to a wholly-owned Affiliate of such\n         Obligor.\n\n \n                                      105\n\n(c)  Change in Business or Credit and Collection Policy. Make any material\n     change in the character of its business or, without the prior written\n     consent of the Required Purchasers, notify any Obligor to remit payments to\n     a location other than that to which such payment would be remitted on the\n     Closing Date; make any change in the Credit and Collection Policy without\n     prior notice to the Managing Facility Agent and each Purchaser; provided\n     that, without the prior consent of the Required Purchasers, the Seller\n     shall not make or permit to be made any such change to the Credit and\n     Collection Policy if such change could reasonably be expected to materially\n     adversely affect the collectibility or maturity of any Purchased Receivable\n     or the interests of the Administrative Agent and the Purchasers in any\n     Purchased Receivable, the related Contract and Financed Aircraft or the\n     Collections with respect thereto.\n\n(d)  No Actions against Obligors. Except in accordance with the Credit and\n     Collection Policy, commence or settle any legal action to enforce\n     collection of any Purchased Receivable.\n\n(e)  Security Interest to Remain in Force. Release, in whole or in part, any\n     Financed Aircraft, or any other collateral securing or guarantee of the\n     related Contract (including, but not limited to, any letter of credit\n     related thereto issued in favor of the Seller), from the security interest\n     granted by such Contract except, that, the Seller may or may permit the\n     Servicer to, at its or the Servicer's own expense, (x) substitute engines\n     in accordance with subsection 7.1(j) and (y) substitute other parts (other\n     than airframes) for any of the parts on any Financed Aircraft as Seller or\n     Servicer may deem desirable in the proper conduct of its business;\n     provided, however, that for purposes of this clause (y), (i) no such\n     substitution(s), individually or in the aggregate, shall diminish the\n     utility or remaining useful life of such Financed Aircraft, or materially\n     diminish the value, or impair the condition or airworthiness, thereof,\n     below the utility, remaining useful life, condition, airworthiness, or\n     value thereof immediately prior to such substitution, (ii) no such\n     substitution shall affect adversely the Lien on such Financed Aircraft\n     (other than the removed avionics) in favor of the Administrative Agent for\n     the benefit of the Purchasers (as such Lien was in effect immediately prior\n     to such substitution), (iii) the Administrative Agent shall have a Lien on\n     the substitute parts with a priority no less than the priority of the Lien\n     in favor of the Administrative Agent on the removed parts and (iv) the new\n     part shall not be subject to any Liens other than Permitted Aircraft Liens.\n     Upon substitution of any engine or other parts on any Financed Aircraft,\n     the Lien thereon of the Administrative Agent on behalf of the Purchasers\n     shall, without the requirement for any further act, be automatically\n     released.\n\n(f)  Limitations on Fundamental Changes. Enter into any merger, consolidation or\n     amalgamation, or liquidate, wind up or dissolve itself (or suffer any\n     liquidation or dissolution), or convey, sell, lease, assign, transfer or\n     otherwise dispose of, all or substantially all of its property, business or\n     assets (except for sales and substitutions of Purchased Receivables\n     pursuant to this Agreement).\n\n \n                                      106\n\n(g)  Transactions with Affiliates. Enter into any transaction, including,\n     without limitation, any purchase, sale, lease or exchange of property or\n     the rendering of any service, relating to the administration, servicing and\n     collection of the Purchased Receivables, the Collections with respect\n     thereto and the related Contracts and Financed Aircraft, with any Affiliate\n     unless such transaction is otherwise permitted under this Agreement, is in\n     the ordinary course of the Seller's business and is upon fair and\n     reasonable terms no less favorable to the Seller than it would obtain in a\n     comparable arm's length transaction with a Person not an Affiliate.\n\n(h)  Fiscal Year. Permit the fiscal year of the Seller to end on a day other\n     than December 31 without 60 days' prior notice thereof to the Managing\n     Facility Agent.\n\n(i)  Assignment of Contracts. Permit any assignment of any Contract by either\n     the Seller or Obligor (except for an assignment to the Guarantor) without\n     the prior written consent of the Required Purchasers, provided that such\n     consent shall not be unreasonably withheld to the extent the Contract so\n     provides.\n\n(j)  Substitution of Engines. Permit any engine to be substituted for an engine\n     originally annexed to any Financed Aircraft related to a Purchased\n     Receivable unless such engine is of the same model number and of the same\n     or improved utility, performance and efficiency, of equivalent age and\n     equivalent or greater value as the replaced engine.\n\n(k)  Indebtedness. Create, incur, assume or suffer to exist any Indebtedness or\n     other liability whatsoever, except (i) Indebtedness owing from time to time\n     to Raytheon Credit and incurred to finance a portion of the Purchase Price\n     (as defined in the Intercompany Purchase Agreement) of Receivables, the\n     payment of which Indebtedness is subordinated to the prior payment in full\n     of all amounts owing to the Purchasers, (ii) obligations incurred under\n     this Agreement and (iii) other liabilities incurred in the ordinary course\n     of business.\n\n(l)  Guarantees. Become or remain liable, directly or contingently, in\n     connection with any Indebtedness or other liability of any other Person,\n     whether by guarantee, endorsement (other than endorsements of negotiable\n     instruments for deposit or collection in the ordinary course of business),\n     agreement to purchase or repurchase, agreement to supply or advance funds,\n     or otherwise.\n\n(m)  Investments. Make or suffer to exist any loans or advances to, or extend\n     any credit to, or make any investments (by way of transfer of property,\n     contributions to capital, purchase of stock or securities or evidences of\n     indebtedness, acquisition of the business or assets, or otherwise) in, any\n     Person except (i) for purchases of Receivables pursuant to the Intercompany\n     Purchase Agreement, (ii) for investments in Cash Equivalents in accordance\n     with the terms of this Agreement and (iii) the holding of the demand note\n     made by RAC or Raytheon Credit in favor of the Seller.\n\n \n                                      107\n\n(n)  Distributions. Declare or pay, directly or indirectly, any dividend or make\n     any other distribution (whether in cash or other property) with respect to\n     the profits, assets or capital of the Seller or any Person's interest\n     therein, or purchase, redeem or otherwise acquire for value any of its\n     capital stock now or hereafter outstanding, except that so long as the\n     Seller would continue to be Solvent as a result thereof and after giving\n     effect thereto and no Amortization Event is continuing or would result\n     therefrom, the Seller may declare and pay dividends on its capital stock.\n\n(o)  Agreements. Become a party to, or permit any of its properties to be bound\n     by, any indenture, mortgage, instrument, contract, agreement, lease or\n     other undertaking, except the Contracts, this Agreement and the\n     Intercompany Purchase Agreement or amend or modify the provisions of its\n     Certificate of Incorporation or issue any power of attorney except to the\n     Managing Facility Agent or the Servicer.\n\n(p)  Intercompany Purchase Agreement. Give any material consent or fail to\n     exercise in any material respect any right or privilege under the\n     Intercompany Purchase Agreement.\n\n     7.2 Negative Covenants of the Servicer. The Servicer (so long as it is\nRaytheon Credit) hereby agrees that, so long as the Commitments remain in\neffect, the Outstanding Purchase Price has not been reduced to zero or any other\namount is owing to any Purchaser or the Managing Facility Agent hereunder, the\nServicer shall not:\n\n(a)  No Actions against Obligors. Except in accordance with the Credit and\n     Collection Policy, commence or settle any legal action to enforce\n     collection of any Purchased Receivable.\n\n(b)  Security Interest to Remain in Force. Except to the extent permitted in\n     subsection 7.1(e), release, in whole or in part, any Financed Aircraft, or\n     any other collateral securing or guaranteeing the related Contract\n     (including, but not limited to, any letter of credit related thereto issued\n     in favor of the Seller), from the security interest granted by such\n     Contract.\n\n(c)  Limitations on Fundamental Changes. Enter into any merger, consolidation or\n     amalgamation, or liquidate, wind up or dissolve itself (or suffer any\n     liquidation or dissolution), or convey, sell, lease, assign, transfer or\n     otherwise dispose of, all or substantially all of its property, business or\n     assets (except for sales and substitutions of Receivables pursuant to the\n     Intercompany Purchase Agreement), except that any Subsidiary of the\n     Servicer may be merged or consolidated with or into the Servicer (so long\n     as the Servicer is the surviving or continuing corporation).\n\n(d)  Transactions with Affiliates. Enter into any transaction, including,\n     without limitation, any purchase, sale, lease or exchange of property or\n     the rendering of any service, relating to the administration, servicing and\n     collection of the Purchased Receivables, the Collections with respect\n     thereto and the related Contracts and Financed Aircraft, with any Affiliate\n     unless such transaction is otherwise permitted under this Agreement, is in\n     the ordinary course of the Servicer's business and is upon fair and\n     reasonable terms no less favorable to the Servicer than it would obtain in\n     a comparable arm's length transaction with a Person not an Affiliate.\n\n \n                                      108\n\n(e)  Assignment of Contracts. Permit any assignment of any Contract by either\n     the Seller or Obligor (except for an assignment to the Guarantor or RAC)\n     without the prior written consent of the Required Purchasers, provided that\n     such consent shall not be unreasonably withheld to the extent the Contract\n     so provides.\n\n                         SECTION 8. AMORTIZATION EVENTS\n\n     8.1 Amortization Events. Any of the following shall constitute an\nAmortization Event (whether it occurs before or during the Amortization Period)\nhereunder:\n\n(a)  The Seller or the Servicer shall fail to make any deposit or payment\n     (including any payment of interest) required to be made by the Seller or\n     the Servicer, as the case may be, under this Agreement or any other\n     document executed and delivered in connection herewith, including, without\n     limitation, any payment or deposit required to be made pursuant to\n     subsection 2.6(a), 2.7(b), 2.10, 2.11, 2.12, 2.14(c)(iii), 2.18 or 7.1(b),\n     or the Seller or the Servicer (if an Affiliate of the Seller is then the\n     Servicer) shall fail to deliver the Settlement Statement, or the Seller or\n     the Servicer (if an Affiliate of the Seller is then the Servicer) shall\n     fail to take any action required or requested to be taken pursuant to this\n     Agreement after an Amortization Event has occurred and is continuing, in\n     each case within five days after any such deposit, payment or delivery is\n     required to be made or any such action is requested to be taken hereunder;\n     or\n\n(b)  Raytheon shall fail to make any payment required under the Guarantee or RAC\n     shall fail to make any payment required under the Repurchase Agreement\n     within, in each case, five days after any such payment is required to be\n     made; or\n\n(c)  intentionally omitted; or\n\n(d)  Any representation or warranty made or deemed made by the Seller, the\n     Servicer (if an Affiliate of the Seller is then the Servicer) or Raytheon\n     in any Purchase Document to which it is a party or which is contained in\n     any certificate, document or financial or other statement furnished at any\n     time under or in connection with this Agreement shall prove to have been\n     incorrect in any material respect on or as of the date made or deemed made\n     by the Seller, the Servicer (if an Affiliate of the Seller is then the\n     Servicer) or Raytheon, and shall have continued to be incorrect in such\n     material respect for a period of 30 days after such representation or\n     warranty was initially made (other than any representation and warranty\n     with respect to a Receivable which has been repurchased or substituted\n     pursuant to subsection 2.7(b), 2.10, 2.11 or 2.13); or\n\n(e)  (i) The Seller shall default in the observance or performance of, or\n     Raytheon shall default under the Guarantee in causing the Seller to observe\n     or perform, any agreement contained in subsection 6.1(k) or Section 7.1 or\n     (ii) the Servicer shall default in the observance or performance of, or\n     Raytheon shall default under the Guarantee in causing the Servicer to\n     observe or perform, any agreement contained in subsection 7.2; or\n\n \n                                      109\n\n(f)  Either of the Seller or the Servicer (if an Affiliate of the Seller is then\n     the Servicer) shall default in the observance or performance of any other\n     agreement (other than subsection 6.1(n), the remedy for which is contained\n     in subsection 2.11) contained in this Agreement in any material respect or\n     Raytheon shall default in the observance or performance of any agreement\n     contained in the Guarantee in any material respect or RAC shall default in\n     the observance or performance of any agreement contained in the Repurchase\n     Agreement in any material respect (other than as provided in paragraphs (a)\n     through (e) of this subsection 8.1), and such default shall continue\n     unremedied for a period of 30 days after the earlier of (i) notice of such\n     default from the Managing Facility Agent or the Majority Purchasers or (ii)\n     knowledge by the Seller, the Servicer (if an Affiliate of the Seller is\n     then the Servicer) or Raytheon of any such default, or\n\n(g)  The Debt Ratio of Raytheon shall be greater than (i) 0.65 to 1.0 on the\n     last day of any fiscal quarter of Raytheon ending on or before December 31,\n     1999, (ii) 0.60 to 1.0 on the last day of any fiscal quarter of Raytheon\n     ending during the period commencing January 1, 2000 and ending on December\n     31, 2001 or (iii) 0.55 to 1.0 on the last day of any fiscal quarter of\n     Raytheon ending thereafter;\n\n(h)  As of the last day of any of Raytheon's fiscal quarters, the Interest\n     Coverage Ratio for the period of four consecutive fiscal quarters then\n     ending shall be less than 3.0 to 1.0 for such four-quarter period; or\n\n(i)  Raytheon, RAC, Raytheon Credit or the Seller shall default in any payment\n     of principal of or interest of any indebtedness for borrowed money (or any\n     guarantee thereof) (other than under the Guarantee or the Repurchase\n     Agreement) with a principal amount in excess of $25,000,000 when due\n     (whether by acceleration, upon maturity or otherwise), beyond the period of\n     grace (not to exceed 30 days), if any, provided in the instrument or\n     agreement under which such indebtedness (or guarantee) was created; or\n\n(j)  (i) Raytheon, RAC, Raytheon Credit or the Seller shall commence any case,\n     proceeding or other action (A) under any existing or future law of any\n     jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,\n     reorganization or relief of debtors, seeking to have an order for relief\n     entered with respect to it, or seeking to adjudicate it as bankrupt or\n     insolvent, or seeking reorganization, arrangement, adjustment, winding-up,\n     liquidation, dissolution, composition or other relief with respect to it or\n     its debts, or (B) seeking appointment of a receiver, trustee, custodian or\n     other similar official for it or for all or any substantial part of its\n     assets; or (ii) there shall be commenced against Raytheon, RAC, Raytheon\n     Credit or the Seller any case, proceeding or other action of a nature\n     referred to in clause (i) above which (A) results in the entry of an order\n     for relief or any such adjudication or appointment or (B) remains\n     undismissed, undischarged or unbonded for a period of 60 days from the\n     entry thereof; or (iii) there shall be commenced against Raytheon, RAC,\n     Raytheon Credit or the Seller any case, proceeding or other action seeking\n     issuance of a warrant of attachment, execution, distraint or similar\n     process against all or any substantial part of its assets which results in\n\n \n                                      110\n\n     the entry of an order for any such relief which shall not have been\n     vacated, discharged, or stayed or bonded pending appeal within 60 days from\n     the entry thereof; or (iv) Raytheon, RAC, Raytheon Credit or the Seller\n     shall take any action in furtherance of, or indicating its consent to,\n     approval of, or acquiescence in, any of the acts set forth in clause (i),\n     (ii), or (iii) above; or (v) Raytheon, RAC, Raytheon Credit or the Seller\n     shall make a general assignment for the benefit of its creditors or shall\n     generally not, or shall be unable to, or shall admit in writing its\n     inability to, pay its debts as they become due; or\n\n(k)  Any event or condition shall occur or exist with respect to a Plan that,\n     together with all other such events or conditions, if any, could reasonably\n     be expected to subject Raytheon or any Commonly Controlled Entity to any\n     tax, penalty or other liabilities which in the aggregate could reasonably\n     be expected to have a Material Adverse Effect or a material adverse effect\n     on the business, assets, property or condition (financial or other) of\n     Raytheon and its Subsidiaries taken as a whole; or\n\n(l)  One or more judgments or decrees shall be entered against Raytheon, RAC,\n     Raytheon Credit or the Seller involving in the aggregate a liability (not\n     paid or fully covered by insurance) of $25,000,000 or more and all such\n     judgments or decrees shall not have been vacated, discharged, satisfied,\n     stayed or bonded pending appeal within 60 days from the entry thereof;\n     provided that no Amortization Event shall be deemed to occur if any such\n     judgment or decree is being contested in good faith by appropriate\n     proceedings and with respect to which no enforcement proceedings to collect\n     any such judgment or enforce any such decree have been commenced which\n     could reasonably be expected to have a Material Adverse Effect; or\n\n(m)  The Guarantee shall cease to be in full force and effect or Raytheon shall\n     so assert in writing or the Repurchase Agreement shall cease to be in full\n     force and effect or RAC shall so assert in writing or;\n\n(n)  The ownership or security interests created under this Agreement or any\n     Assignment (including to the extent applicable, each Foreign Assignment)\n     shall cease to be in full force and effect or the Seller or any of its\n     Affiliates shall so assert in writing, or this Agreement or any Assignment\n     (including to the extent applicable, each Foreign Assignment) shall cease,\n     for any reason other than acts or omissions of the Managing Facility Agent\n     or any Purchaser, to be effective to grant a perfected first-priority\n     ownership or security interest in the Purchased Receivables, the related\n     Contracts and Financed Aircraft free and clear of any Lien except (i) to\n     the extent any of the foregoing are violated prior to the dates set forth\n     in subsection 6.1(n) as a result of the failure to make the filings\n     referred to therein and required to be made by such dates, (ii) to the\n     extent a Lien of the first priority on the related Financed Aircraft is not\n     perfected with respect to L\/C Receivables, Unsecured Foreign Receivables\n     and Existing Uncertified Foreign Receivables, (iii) solely with respect to\n     a Purchased Receivable, to the extent the Lien thereon is subject to a\n     Permitted Receivable Lien, (iv) solely with respect to a Financed Aircraft,\n     to the extent the Lien thereon is subject to Permitted Aircraft Liens or\n     (v) to the extent provided in subsection 4.2(b); or\n\n \n                                      111\n\n(o)  (i) Raytheon shall cease to own, directly or indirectly, 100% of the issued\n     and outstanding voting stock of RAC, the Seller or Raytheon Credit or (ii)\n     Raytheon Credit shall cease to own 100% of the issued and outstanding\n     voting stock of the Seller; or\n\n(p)  On any Settlement Date on which Raytheon's Debt Rating is less than A-\/A3,\n     the ratio, expressed as a percentage, of the aggregate Outstanding Purchase\n     Price of all Delinquent Receivables to the Outstanding Purchase Price of\n     all Receivables shall be greater than 10%; or\n\n(q)  Raytheon's Debt Rating shall be less than BBB- or Baa3 or Raytheon's\n     long-term unsecured senior debt shall not be rated by both S&amp;P and Moody's\n     or, if the Seller and the Required Purchasers shall have agreed to use a\n     rating agency other than Moody's, S&amp;P or Duff to determine the Debt Rating,\n     such Debt Rating shall be less than such level as the Seller and the\n     Purchasers, by unanimous consent, shall have agreed; or\n\n(r)  As of any Settlement Date, the Aggregate Repurchase Obligation in effect on\n     such Settlement Date, before giving effect to any purchases and\n     substitutions on such date but after deducting the Repurchase Price of\n     Defaulted Receivables repurchased on such date (whether paid by the Seller,\n     RAC or the Guarantor), shall be equal to or less than 75% of the sum of (i)\n     25% of the aggregate Outstanding Balances of the 25% Repurchase\n     Receivables, (ii) 75% of the aggregate Outstanding Balances of the 75%\n     Repurchase Receivables and (iii) 90% of the aggregate Outstanding Balances\n     of the 90% Repurchase Receivables, in effect on such Settlement Date,\n     before giving effect to any purchases and substitutions on such date and\n     before giving effect to any reductions of such Aggregate Repurchase\n     Obligation on such date.\n\n     8.2 Rights and Remedies. If an Amortization Event should occur and be\ncontinuing, the Managing Facility Agent and the Purchasers shall have available\nthe following rights and remedies (unless such Amortization Event is waived\npursuant to subsection 11.1) in addition to any other rights and remedies\navailable under applicable law, such rights and remedies being cumulative and\nnot exclusive:\n\n(a)  the Outstanding Purchase Price shall bear interest for the Accrual Period\n     in which such Amortization Event occurs, payable on demand, at the Default\n     Rate (i) if such event is an Amortization Event specified in subsection\n     8.1(a), commencing on the date such Amortization Event occurs and (ii) if\n     such Amortization Event is a Note Rate Amortization Event, commencing on\n     the date the Revolving Period and the Commitments are terminated pursuant\n     to subsection 8.2(b) or, if later, on the date such Note Rate Amortization\n     Event occurs; or\n\n(b)  with the consent of the Majority Purchasers, the Managing Facility Agent\n     may, or upon the request of the Majority Purchasers, the Managing Facility\n     Agent shall, by notice to the Seller declare the Revolving Period and the\n     Commitments to be terminated forthwith, whereupon the Revolving Period and\n     the Commitments shall immediately terminate; provided that if such event is\n     an Amortization Event specified in clause (i) or (ii) of subsection 8.1(j),\n     automatically the Revolving Period and the Commitments shall immediately\n     terminate; or\n\n \n                                      112\n\n(c)  if such event is a Specified Amortization Event and the Revolving Period\n     and the Commitments have been terminated pursuant to subsection 8.2(b), the\n     Majority Purchasers may in their sole discretion terminate the appointment\n     of Raytheon Credit as the Servicer in accordance with subsection 3.1; or\n\n(d)  if such event is a Specified Amortization Event and the Revolving Period\n     and the Commitments have been terminated pursuant to subsection 8.2(b),\n     upon five Business Days' notice to the Seller and the Servicer and at the\n     Seller's expense, the Managing Facility Agent may, or upon the request of\n     the Majority Purchasers the Managing Facility Agent shall, notify, or\n     direct the Seller or the Servicer, as the case may be, to notify, the\n     Obligors of Purchased Receivables, or any of them, of the ownership of the\n     Purchased Receivables by the Purchasers; or\n\n(e)  if such event is a Specified Amortization Event and the Revolving Period\n     and the Commitments have been terminated pursuant to subsection 8.2(b), the\n     Managing Facility Agent may, or upon the request of the Majority Purchasers\n     the Managing Facility Agent shall, direct or request the Seller or the\n     Servicer, as the case may be, to direct the Obligors of Purchased\n     Receivables, or any of them, that payment of all amounts payable under any\n     such Purchased Receivable be made directly to the Managing Facility Agent\n     or its designee for the account of the Purchasers; or\n\n(f)  if the Revolving Period and the Commitments have been terminated pursuant\n     to subsection 8.2(b), the Managing Facility Agent may, or upon the request\n     of the Majority Purchasers the Managing Facility Agent shall, direct the\n     Seller or the Servicer, as the case may be, to segregate all cash, checks\n     and other instruments received by it from time to time constituting\n     Collections on account of any Purchased Receivable in a manner acceptable\n     to the Managing Facility Agent and to remit promptly upon receipt all such\n     cash, checks and instruments, duly endorsed or with duly executed\n     instruments of transfer, to the Managing Facility Agent or its designee for\n     the account of the Purchasers; or\n\n(g)  if the Revolving Period and the Commitments have been terminated pursuant\n     to subsection 8.2(b), the Managing Facility Agent may, or upon the request\n     of the Majority Purchasers the Managing Facility Agent shall, direct the\n     Seller or the Servicer, as the case may be, to assemble the documents,\n     instruments and other records (including, without limitation, computer\n     tapes and disks) which evidence the Purchased Receivables, the related\n     Contracts and the related Financed Aircraft, or which are otherwise\n     necessary or desirable to collect the Purchased Receivables, and to make\n     the same available to the Managing Facility Agent at a place selected by\n     the Managing Facility Agent or its designee; or\n\n(h)  if the Revolving Period and the Commitments have been terminated pursuant\n     to subsection 8.2(b), the Managing Facility Agent may, or upon the request\n     of the Majority Purchasers the Managing Facility Agent shall, direct the\n     Seller or the Servicer to convert the Collection Account to a lockbox\n     account into which payments on account of the Purchased Receivables are\n     remitted or deposited directly and, in connection therewith, the Seller or\n     the Servicer shall execute and file such documents and take such actions to\n     transfer to the Managing Facility Agent or its agent all post office boxes,\n     deposit and other accounts into which Collections are remitted or deposited\n     and to grant to the Managing Facility Agent and the Purchasers perfected\n     first-priority security and\/or ownership interests therein; or\n\n \n                                      113\n\n(i)  if the Revolving Period and the Commitments have been terminated pursuant\n     to subsection 8.2(b), the Managing Facility Agent may, or upon the request\n     of the Majority Purchasers the Managing Facility Agent shall, direct the\n     Seller or the Servicer to take any and all steps in the name of the Seller\n     or the Servicer and on behalf of the Managing Facility Agent and the\n     Purchasers which may be necessary or desirable, in the determination of the\n     Managing Facility Agent (or the Managing Facility Agent and the Majority\n     Purchasers, if the Managing Facility Agent is acting at the request of the\n     Majority Purchasers), to collect all amounts due under any and all\n     Purchased Receivables and the related Contracts and Financed Aircraft,\n     including, without limitation, endorsing the name of the Seller on checks\n     and other instruments representing Collections in respect of such Purchased\n     Receivables and enforcing such Purchased Receivables and the related\n     Contracts and Financed Aircraft; or\n\n(j)  if the Revolving Period and the Commitments have been terminated pursuant\n     to subsection 8.2(b), the Managing Facility Agent may, or upon the request\n     of the Majority Purchasers the Managing Facility Agent shall, take or\n     direct the Seller to take any and all steps in the name of the Seller and\n     on behalf of the Managing Facility Agent and the Purchasers which may be\n     necessary or desirable, in the determination of the Managing Facility Agent\n     (or the Managing Facility Agent and the Majority Purchasers, if the\n     Managing Facility Agent is acting at the request of the Majority\n     Purchasers), to enforce and protect the rights and remedies of the Managing\n     Facility Agent and the Purchasers in, to and under the Intercompany\n     Purchase Agreement.\n\n     8.3 Waivers. Except as expressly provided herein, presentment, demand,\nprotest and all other notices of any kind are hereby expressly waived by the\nSeller and the Servicer.\n\n                           SECTION 9. INDEMNIFICATIONS\n\n     9.1 Indemnities of the Seller. (a) Without limiting any other rights which\nthe Managing Facility Agent, any Purchaser or any Affiliate thereof may have\nhereunder or under applicable law, the Seller hereby agrees, subject to the\nlimitations set forth in this Section 9, to indemnify the Managing Facility\nAgent, each Administrative Agent, each Co-Administrative Agent, each Purchaser\nand each Affiliate thereof (each, an \"Indemnified Person\") from and against any\nand all damages, losses, claims, liabilities and related costs and expenses,\nincluding reasonable attorneys' fees and disbursements (all of the foregoing,\ncollectively, \"Indemnified Amounts\") awarded against or incurred by any\nIndemnified Person which arise directly or indirectly from:\n\n(i)  any Purchased Receivable which is not an Eligible Receivable at the date of\n     its purchase or substitution (which date shall be, for each Existing\n     Receivable, the date such Receivable was purchased or substituted under the\n     Existing Agreement applicable to such Existing Receivable) or which is an\n     Ineligible Receivable as defined in clause (b)(z) of the definition of\n     \"Ineligible Receivable\";\n\n \n                                      114\n\n(ii)   reliance on any representation or warranty made by the Seller (or any of\n       their respective officers) under or in connection with this Agreement or\n       any Settlement Statement which shall have been false or incorrect in any\n       material respect when made or deemed made;\n\n(iii)  the failure by the Seller, any Affiliate Obligor or the Servicer to\n       comply with any applicable Requirement of Law in all material respects\n       with respect to any Purchased Receivable, the related Contract or\n       Financed Aircraft, or the nonconformity in any material respect of any\n       Purchased Receivable or the related Contract or Financed Aircraft with\n       any such applicable Requirement of Law;\n\n(iv)   the failure (A) of the Administrative Agent to have a valid, perfected\n       and first priority security interest in the Financed Aircraft (including\n       the Aircraft Accessories) other than with respect to a Registerable Lease\n       Receivable, Unsecured Foreign Receivable, Existing Uncertified Foreign\n       Receivable or L\/C Receivable, (B) with respect to a Registerable Lease\n       Receivable, of the Administrative Agent to have a valid, perfected and\n       first priority security interest in the Financed Aircraft (including the\n       Aircraft Accessories related thereto) or (C) either (1) to vest and\n       maintain in any Purchaser a perfected, valid and enforceable first\n       priority ownership interest in any Purchased Receivable or (2) to create\n       and maintain in favor of the Administrative Agent for the ratable benefit\n       of the Purchasers a valid, perfected and first priority security interest\n       in such Receivable;\n\n(v)    the failure to file or record any document or instrument (including,\n       without limitation, any FAA Assignment or any Foreign Assignment) with\n       respect to any Receivables constituting, or purporting to constitute,\n       Purchased Receivables, the Contracts or the Financed Aircraft related\n       thereto (other than the Financed Aircraft related to the L\/C Receivables\n       and the Unsecured Foreign Receivables), whether at the time of any\n       purchase or at any time thereafter;\n                                \n(vi)   any dispute, claim, offset or defense (other than discharge in bankruptcy\n       of the Obligor) of the Obligor to the payment of any Purchased Receivable\n       or of the Unaffiliated Foreign Lessee to the payment of any amount under\n       its Applicable Lease (including, without limitation, a defense based on\n       such Receivable or the related Contract not being a legal, valid and\n       binding obligation of such Obligor or Unaffiliated Foreign Lessee\n       enforceable against it in accordance with its terms or any claims based\n       on the related Financed Aircraft not conforming to any express or implied\n       warranty);\n\n(vii)  any failure of the Seller or the Servicer to perform its duties or\n       obligations in any capacity in accordance with the provisions of this\n       Agreement, including, without limitation, the turnover of amounts\n       pursuant to subsection 2.14 or 2.15;\n\n \n                                      115\n\n(viii) any Lien against or with respect to Purchased Receivables, the\n       Collections with respect thereto or the related Contract or Financed\n       Aircraft, or any sale, pledge, or assignment (by operation of law or\n       otherwise) or other disposition of Collections of Purchased Receivables\n       by the Seller or the Servicer;\n\n(ix)   any failure by the Seller, any Affiliate Obligor or the Servicer to\n       comply (1) in any material respect with any provision, covenant or other\n       promise required to be observed by any such Person under any Contract\n       related to any Purchased Receivable or (2), except as otherwise permitted\n       by this Agreement, with all provisions of the Credit and Collection\n       Policy in all material respects, which failure reduces or impairs the\n       rights of the Administrative Agent or any Purchaser with respect to any\n       Purchased Receivable or the value of any Purchased Receivable including,\n       but not limited to, failure to comply with those provisions of the Credit\n       and Collection Policy relating to the cancellation, extension, amendment,\n       modification, compromise or settlement of any Purchased Receivable or any\n       term thereof, the extension, amendment, modification or waiver of any\n       term or condition of any Contract related thereto, the sale, pledge or\n       assignment of, or grant of security interest in, any Purchased Receivable\n       or the Contract or Financed Aircraft related thereto, any change in the\n       character of its business or in the Credit and Collection Policy or the\n       commencement or settlement of any legal action to enforce collection of\n       any Purchased Receivable;\n\n(x)    any investigation, litigation, or proceeding related to any use of the\n       proceeds of any purchase;\n\n(xi)   any casualty loss, property loss or product liability related to (i) the\n       Purchasers' ownership of the Purchased Receivables or (ii) the\n       Purchasers' security interest in the related Financed Aircraft;\n\n(xii)  the failure of any Purchased Receivable at any time after its sale or\n       substitution hereunder or, with respect to the Existing Receivables,\n       under the applicable Existing Agreement to satisfy the criteria under\n       clause (k) or (l) (including, without limitation, the failure of a\n       Permitted Receivable Lien or a Permitted Aircraft Lien to be released or\n       bonded in accordance with the definition of each such term) of the\n       definition of \"Eligible Receivable\" (notwithstanding that such criteria\n       are required to be satisfied pursuant to such definition on the date a\n       Purchased Receivable is sold or substituted); or\n\n(xiii) the execution, delivery, performance, administration and enforcement of\n       any of the Purchase Documents.\n\n(b)    Notwithstanding anything to the contrary contained in subsection 9.1(a),\n       and with respect to any event of the type described in clause (vi) or\n       (xii) of subsection 9.1(a), the Managing Facility Agent, the\n       Administrative Agent, the Co-Administrative Agents and the Purchasers\n       shall be deemed to have incurred Indemnified Amounts with respect to a\n       Purchased Receivable as a result of events described in such clause (vi)\n       or (xii) on the earlier of (1) the date on which the Seller becomes aware\n       of the event or events of the type described in either of such clauses or\n       (2) the date on which the Managing Facility Agent notifies the Seller\n       that the event described in either of such clauses has occured.\n\n \n                                      116\n\n(c)    Indemnification payments required to be made hereunder shall be payable\n       at any time on demand by the Managing Facility Agent at the request of\n       the applicable Indemnified Persons and shall be promptly deposited in the\n       Concentration Account and paid out to such Indemnified Persons pro rata\n       with respect to the Indemnified Amounts incurred and requested by such\n       Indemnified Persons.\n\n(d)    The agreements in this Section 9 shall survive the completion of the\n       Amortization Period.\n\n       9.2 Limitations of Seller's Liability. () The Seller shall not be\nrequired to indemnify an Indemnified Person pursuant to subsection 9.1 for:\n\n(i)    Indemnified Amounts to the extent resulting from gross negligence or\n       willful misconduct on the part of such Indemnified Person; or\n\n(ii)   recourse for non-payment by an Obligor (except as otherwise provided in\n       this Agreement) for Defaulted Receivables; or\n\n(iii)  any income, franchise or other similar taxes imposed on any Indemnified\n       Person as a result of any of the indemnities provided in subsection\n       9.1(a) arising out of or as a result of this Agreement or in respect of\n       any Receivables or any Contract; or\n\n(iv)   Indemnified Amounts resulting from actions taken or failed to be taken by\n       a successor Servicer that is not an Affiliate of the Seller appointed\n       pursuant to subsection 3.1(b).\n\n(b)    Each of the Managing Facility Agent, each Administrative Agent, each Co-\n       Administrative Agent and each Purchaser hereby waives, to the maximum\n       extent not prohibited by law, any right it may have to claim or recover\n       as Indemnified Amounts under this Section 9 any special, exemplary,\n       punitive or consequential damages; provided that the waiver contained in\n       this subsection 9.2(b) shall not extend to, and the Managing Facility\n       Agent, each Administrative Agent, each Co-Administrative Agent and each\n       Purchaser does not waive, any right to claim or recover from the Seller\n       any special, exemplary, punitive or consequential damages for which an\n       Indemnified Person is liable to any Person (other than an Affiliate of\n       such Indemnified Person).\n\n       9.3 Proceedings against Indemnified Person. () If any action, suit or\nproceeding shall be brought against one or more of the Indemnified Persons in\nrespect of which indemnity may be sought against the Seller, such Indemnified\nPerson shall, promptly after receipt of notice of commencement of such action,\nsuit or proceeding, notify the Seller in writing, enclosing a copy of all papers\nserved upon such Indemnified Person; provided that the failure so to notify the\nSeller shall not relieve it from any liability which it may have under\nsubsection 9.1 except to the extent that the Seller is prejudiced by such\nfailure. The Seller may, and upon such Indemnified Person's request shall, at\nthe Seller's expense, resist and defend such action, suit or proceeding, or\ncause the same to be resisted or defended by counsel selected by the Seller. In\nthe event of any failure by the Seller to resist and defend such suit, action or\nproceeding or cause the same to be resisted or defended by counsel reasonably\n\n \n                                      117\n\nsatisfactory to such Indemnified Person, the Seller shall pay all reasonable\ncosts and expenses (including, without limitation, attorney's fees and\ndisbursements) incurred by such Indemnified Person in connection with such suit,\naction or proceeding. In the event that the Seller does assume the defense of\nsuch suit, action or proceeding, the Seller shall have the sole authority to\nnegotiate, compromise and settle such claim; provided that such Indemnified\nPerson shall have the right to employ counsel to represent it in connection with\nany claim in respect of which indemnity may be sought by such Indemnified Person\nagainst the Seller under such subsection 9.1 if, in the reasonable judgment of\nsuch Indemnified Person, such Indemnified Person may have a conflict with the\nSeller, such Indemnified Person shall be entitled to be represented by separate\ncounsel, and in that event the fees and expenses of such separate counsel shall\nbe paid by the Seller. In any event, the Indemnified Person shall retain the\nright to employ its own counsel, but the Indemnified Person shall, except as\notherwise provided in this subsection 9.3, bear and shall be solely responsible\nfor its own costs and expenses.\n\n(b)  The Seller shall be subrogated to an Indemnified Person's rights in any\n     matter with respect to which the Seller has actually reimbursed such\n     Indemnified Person for any amounts for which the Indemnified Person claims\n     indemnification hereunder after the Amortization Period ends.\n\n        SECTION 10. THE MANAGING FACILITY AGENT AND ADMINISTRATIVE AGENT\n\n     10.1 Appointment. Each Purchaser hereby irrevocably designates and appoints\nBank of America National Trust and Savings Association, as the Managing Facility\nAgent of such Purchaser under this Agreement and the other Purchase Documents\nand each such Purchaser irrevocably authorizes Bank of America National Trust\nand Savings Association, as the Managing Facility Agent for such Purchaser, to\ntake such action on its behalf under the provisions of this Agreement and the\nother Purchase Documents and to exercise such powers and perform such duties as\nare expressly delegated to the Managing Facility Agent by the terms of this\nAgreement and the other Purchase Documents, together with such other powers as\nare reasonably incidental thereto. Each Purchaser hereby irrevocably designates\nand appoints each of Bank of America National Trust and Savings Association and\nUBS AG, Stamford Branch (as successor to Swiss Bank Corporation, Stamford\nBranch, as successor to Swiss Bank Corporation, New York Branch) as\nAdministrative Agent under this Agreement and the other Purchase Documents and\nto be, or continue to be, jointly or individually, the named party or the\nsecured party for the benefit of the Purchasers with respect to the Receivables\nand the related Aircraft and in and on all presently existing or hereafter\nexecuted financing statements, assignments and continuation statements, FAA\nAssignments and other FAA filings and similar filings in foreign jurisdictions\nand security interests granted under this Agreement or any predecessor agreement\n(including pursuant to Sections 11.11 and 11.12) relating to the Receivables and\nthe related Aircraft. Each Administrative Agent shall act solely in accordance\nwith the instructions of the Managing Facility Agent (including pursuant to\nSections 11.10, 11.11 and 11.12) which in the case of the Old Administrative\nAgent shall be deemed to include any action taken by the Managing Facility Agent\npursuant to a power of attorney granted by the Old Administrative Agent in favor\nof the Managing Facility Agent. Notwithstanding any provision to the contrary\nelsewhere in this Agreement, the Managing Facility Agent and each Administrative\nAgent shall not have any duties or responsibilities, except those expressly set\nforth herein, or any fiduciary relationship with any Purchaser, and no implied\ncovenants, functions, responsibilities, duties, obligations or liabilities shall\nbe read into this Agreement or any other Purchase Document or otherwise exist\nagainst the Managing Facility Agent or either Administrative Agent.\n\n \n                                      118\n\n     10.2 Delegation of Duties. The Managing Facility Agent and each\nAdministrative Agent may execute any of its duties under this Agreement and the\nother Purchase Documents by or through agents or attorneys-in-fact and shall be\nentitled to advice of counsel concerning all matters pertaining to such duties.\nThe Managing Facility Agent and each Administrative Agent shall not be\nresponsible for the negligence or misconduct of any agents or attorneys-in-fact\nselected by it with reasonable care.\n\n     10.3 Exculpatory Provisions. Neither the Managing Facility Agent, each\nAdministrative Agent, nor any of their respective officers, directors,\nemployees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any\naction lawfully taken or omitted to be taken by it or such Person under or in\nconnection with this Agreement or any other Purchase Document (except for its or\nsuch Person's own gross negligence or willful misconduct) or (b) responsible in\nany manner to any of the Purchasers for any recitals, statements,\nrepresentations or warranties made by the Seller, the Servicer or Raytheon or\nany officer thereof contained in this Agreement or any other Purchase Document\nor in any certificate, report, statement or other document referred to or\nprovided for in, or received by the Managing Facility Agent or either\nAdministrative Agent under or in connection with, this Agreement or any other\nPurchase Document or for the value, validity, effectiveness, genuineness,\nenforceability or sufficiency of this Agreement or any other Purchase Document\nor for any failure of the Seller, the Servicer or Raytheon to perform their\nrespective obligations hereunder or thereunder. The Managing Facility Agent and\neach Administrative Agent shall not be under any obligation to any Purchaser to\nascertain or to inquire as to the observance or performance of any of the\nagreements contained in, or conditions of (except delivery to it of items\nrequired by Section 5 hereof to be delivered to it), this Agreement or any other\nPurchase Document, or to inspect the properties, books or records of the Seller,\nthe Servicer or Raytheon. Without limiting the foregoing, the Old Administrative\nAgent shall not have any liability for (i) any action, or omission to act, which\nis made in accordance with the instructions of the Managing Facility Agent or\n(ii) the failure to act if it has not received any instructions from the\nManaging Facility Agent.\n\n     10.4 Reliance by Managing Facility Agent and Administrative Agent. The\nManaging Facility Agent and each Administrative Agent shall be entitled to rely,\nand shall be fully protected in relying, upon any writing, resolution, notice,\nconsent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or\nteletype message, statement, order or other document or conversation believed by\nit to be genuine and correct and to have been signed, sent or made by the proper\nPerson or Persons and upon advice and statements of legal counsel (including,\nwithout limitation, counsel to the Seller, the Servicer or Raytheon),\nindependent accountants and other experts selected by the Managing Facility\nAgent or such Administrative Agent. The Managing Facility Agent and each\nAdministrative Agent shall be fully justified in failing or refusing to take any\naction under this Agreement or any other Purchase Document unless it shall first\nreceive such advice or concurrence of the Majority Purchasers as it deems\nappropriate or it shall first be indemnified to its satisfaction by the\nPurchasers against any and all liability and expense which may be incurred by it\nby reason of taking or continuing to take any such action. The Managing Facility\nAgent and each Administrative Agent shall in all cases be fully protected in\nacting, or in refraining from acting, under this Agreement and the other\nPurchase Documents in accordance with a request of the Required Purchasers or\nthe Majority Purchasers, as appropriate, and such request and any action taken\nor failure to act pursuant thereto shall be binding upon each Purchaser.\n\n \n                                      119\n\n     10.5 Notice of Certain Events. Neither the Managing Facility Agent nor any\nAdministrative Agent shall be deemed to have knowledge or notice of the\noccurrence of an Amortization Event, Discount Event, Rating Event, Remittance\nEvent or Ineligibility Event (each, an \"Occurrence\") hereunder unless the\nManaging Facility Agent has received notice from a Purchaser, the Seller, the\nServicer, RAC or Raytheon referring to this Agreement, describing such\nOccurrence and stating that such notice is a notice thereof. In the event that\nthe Managing Facility Agent receives such a notice, the Managing Facility Agent\nshall promptly give notice thereof to the Purchasers. The Managing Facility\nAgent shall take such action with respect to any Amortization Event as shall be\nreasonably directed by the Majority Purchasers; provided that unless and until\nthe Managing Facility Agent shall have received such directions, the Managing\nFacility Agent may (but shall not be obligated to) take such action, or refrain\nfrom taking such action, with respect to any such Amortization Event as it shall\ndeem advisable in the best interests of the Purchasers.\n\n     10.6 Non-Reliance on Managing Facility Agent, the Administrative Agent, the\nCo-Administrative Agents and the Purchasers. Each Purchaser expressly\nacknowledges that neither the Managing Facility Agent, either Administrative\nAgent, the Co-Administrative Agents nor any of their officers, directors,\nemployees, agents, attorneys-in-fact or Affiliates has made any representations\nor warranties to it and that no act by the Managing Facility Agent, either\nAdministrative Agent or the Co-Administrative Agents hereafter taken, including\nany review of the affairs of the Seller, the Servicer or Raytheon, shall be\ndeemed to constitute any representation or warranty by the Managing Facility\nAgent, either Administrative Agent or the Co-Administrative Agents to any\nPurchaser. Each Purchaser represents to the Managing Facility Agent, each\nAdministrative Agent and the Co-Administrative Agents that it has, independently\nand without reliance upon the Managing Facility Agent, either Administrative\nAgent, the Co-Administrative Agents or any other Purchaser, and based on such\ndocuments and information as it has deemed appropriate, made its own appraisal\nof and investigation into the business, operations, property, financial and\nother condition and creditworthiness of the Seller, the Servicer and Raytheon\nand made its own decision to make its purchases hereunder and enter into this\nAgreement. Each Purchaser also represents that it will, independently and\nwithout reliance upon the Managing Facility Agent, either Administrative Agent\nor the Co-Administrative Agents or any Purchaser, and based on such documents\nand information as it shall deem appropriate at the time, continue to make its\nown credit analysis, appraisals and decisions in taking or not taking action\nunder this Agreement and the other Purchase Documents, and to make such\ninvestigation as it deems necessary to inform itself as to the business,\noperations, property, financial and other condition and creditworthiness of the\nSeller, the Servicer and Raytheon. Except for notices, reports and other\ndocuments expressly required to be furnished to the Purchasers by the Managing\nFacility Agent hereunder, neither the Managing Facility Agent, either\nAdministrative Agent nor the Co-Administrative Agents shall have any duty or\nresponsibility to provide any Purchaser with any credit or other information\nconcerning the business, operations, property, condition (financial or\notherwise), prospects or creditworthiness of the Seller or Raytheon which may\ncome into the possession of the Managing Facility Agent, either Administrative\nAgent or the Co-Administrative Agents or any of their officers, directors,\nemployees, agents, attorneys-in-fact or Affiliates.\n\n \n                                      120\n\n     10.7 Indemnification. The Purchasers agree to indemnify the Managing\nFacility Agent and each Administrative Agent in its capacity as such (to the\nextent not reimbursed by the Seller or Raytheon and without limiting the\nobligation of the Seller or Raytheon to do so), ratably according to the\nrespective amounts of their Commitments, from and against any and all\nliabilities, obligations, losses, damages, penalties, actions, judgments, suits,\ncosts, expenses or disbursements of any kind whatsoever which may at any time\n(including, without limitation, at any time after the Outstanding Purchase Price\nis reduced to zero) be imposed on, incurred by or asserted against the Managing\nFacility Agent or either Administrative Agent in any way relating to or arising\nout of this Agreement, any other Purchase Document or any documents contemplated\nby or referred to herein or therein or the transactions contemplated hereby or\nthereby or any action taken or omitted by the Managing Facility Agent or either\nAdministrative Agent under or in connection with any of the foregoing; provided\nthat no Purchaser shall be liable for the payment of any portion of such\nliabilities, obligations, losses, damages, penalties, actions, judgments, suits,\ncosts, expenses or disbursements resulting solely from the Managing Facility\nAgent's or either Administrative Agent's gross negligence or willful misconduct.\nThe agreements in this subsection shall survive the reduction of the Outstanding\nPurchase Price to zero and payment of all other amounts payable hereunder.\n\n     10.8 Managing Facility Agent and Administrative Agent in Their Individual\nCapacities. The Managing Facility Agent and each Administrative Agent and their\nrespective Affiliates may make loans to, accept deposits from and generally\nengage in any kind of business with the Seller, the Servicer, RAC and Raytheon\nand their Affiliates as though the Managing Facility Agent were not the Managing\nFacility Agent, or such Administrative Agent was not an Administrative Agent,\nhereunder and under the other Purchase Documents. With respect to purchases made\nby it, the Managing Facility Agent and each Administrative Agent shall have the\nsame rights and powers under this Agreement and the other Purchase Documents as\nany Purchaser and may exercise the same as though it were not the Managing\nFacility Agent or an Administrative Agent, as the case may be, and the terms\n\"Purchaser\" and \"Purchasers\" shall include the Managing Facility Agent and each\nAdministrative Agent, each in its individual capacity.\n\n     10.9 Successor Managing Facility Agent or Administrative Agent. The\nManaging Facility Agent may resign as Managing Facility Agent upon 30 days'\nnotice to the Purchasers and such resignation shall be effective upon the\nearlier of (i) the expiration of such 30 day notice period and (ii) the\nappointment of a successor Managing Facility Agent pursuant to the provisions of\nthis Section 10.9.; provided that, if a successor Managing Facility Agent shall\nnot have been appointed prior to the end of such 30 day notice period, the\nManaging Facility Agent shall remain the Administrative Agent until a successor\nManaging Facility Agent is appointed in accordance with this Section 10.9. If\nthe Managing Facility Agent shall resign as Managing Facility Agent under this\nAgreement and the other Purchase Documents, then the Required Purchasers shall\nappoint from among the Purchasers a successor agent for the Purchasers, which\nsuccessor agent shall, subject to the consent of the Seller and Raytheon (which\nconsent shall not be unreasonably withheld), succeed to the rights, powers and\nduties of the Managing Facility Agent including its rights powers and duties as\nAdministrative Agent hereunder, and the term \"Managing Facility Agent\" shall\n\n \n                                      121\n\nmean such successor agent effective upon its appointment, and the former\nManaging Facility Agent's rights, powers and duties as Managing Facility Agent\nand as an Administrative Agent shall be terminated, without any other or further\nact or deed on the part of such former Managing Facility Agent or any of the\nparties to this Agreement or any holder of an Assignment. After any retiring\nManaging Facility Agent's resignation as Managing Facility Agent, the provisions\nof this subsection shall inure to its benefit as to any actions taken or omitted\nto be taken by it while it was Managing Facility Agent under this Agreement and\nthe other Purchase Documents. The Old Administrative Agent shall have the right\nto resign as an Administrative Agent in accordance with the letter, dated March\n17, 1999, among the Old Administrative, Raytheon and the Managing Facility\nAgent, relating to the Old Administrative Agent's term as an Administrative\nAgent.\n\n                            SECTION 11. MISCELLANEOUS\n\n     11.1 Amendments and Waivers. Neither this Agreement nor any other Purchase\nDocument nor any terms hereof or thereof may be amended, supplemented or\nmodified except in accordance with the provisions of this subsection. Unless\notherwise specifically provided herein, with the written consent of the Majority\nPurchasers, the Managing Facility Agent, the Seller, the Servicer, RAC and\nRaytheon may, from time to time, enter into written amendments, supplements or\nmodifications hereto and to the other Purchase Documents for the purpose of\nadding or deleting any provisions to this Agreement or the other Purchase\nDocuments or changing in any manner the rights of the Purchasers, the Seller,\nthe Servicer, RAC, or Raytheon hereunder or thereunder or waiving, on such terms\nand conditions as the Managing Facility Agent may specify in such instrument,\nany of the requirements of this Agreement or the other Purchase Documents;\nprovided, however, that no such waiver and no such amendment, supplement or\nmodification shall (a) increase the Commitment of any Purchaser or extend the\nExpiration Date or reduce the rate or amount of interest or any fee payable to\nany Purchaser hereunder or extend (beyond the applicable period of grace) the\nscheduled date for any payment or deposit by the Seller or the Servicer (if not\nthen the Seller) hereunder, in each case without the consent of the Purchaser\naffected thereby, or (b) (i) amend, modify or waive any provision of this\nsubsection or reduce the percentage specified in or amend the definitions of\n\"Required Purchasers\", or \"Majority Purchasers\", (ii) consent to the assignment\nor transfer by the Seller of any rights and obligations under this Agreement and\nthe other Purchase Documents, (iii) take action with respect to any Purchased\nReceivable pursuant to subsection 7.1(b)(iii), (iv) amend the criteria set forth\nin the definition of \"Eligible Receivable\" or \"Ineligible Receivable\" or any\ndefinition contained in either such definition if the effect thereof is to\ndecrease the Seller's or RAC's repurchase obligation, (v) after the occurrence\nof a Rating Event release or reassign any material interest of the Purchasers in\nthe Financed Aircraft (except as provided in subsection 11.10), (vi) release\nRaytheon as Guarantor under the Guarantee or make any material modification or\namendment to the Guarantee or release RAC from its obligations under the\nRepurchase Agreement or make any material modification or amendment to the\nRepurchase Agreement, (vii) release the interest of the Purchasers in the\nIntercompany Purchase Agreement, (viii) amend the definition of \"Repurchase\nFactor\" or amend subsection 2.10(b) or any definition contained therein if the\n\n \n                                      122\n\neffect thereof is to decrease the Repurchase Obligation, (ix) amend, modify or\nwaive any provision of subsection 2.6, 2.18, 2.20(a) or 11.7(a), or (x) amend\nthe definition of \"Purchase Price\", without, in each case specified in this\nclause (b), the written consent of all the Purchasers, or (c) amend, modify or\nwaive any provision of Section 10 without the written consent of the then\nManaging Facility Agent or (d) waive any Amortization Event (including, any\nTrigger Amortization Event, any Specified Amortization Event or any Note Rate\nAmortization Event) or its consequences without the written consent of the\nRequired Purchasers. Any such waiver and any such amendment, supplement or\nmodification shall apply equally to each of the Purchasers and shall be binding\nupon the Seller, the Servicer, the Purchasers and the Managing Facility Agent.\nIn the case of any waiver, the Seller, the Servicer, RAC, Raytheon, the\nPurchasers and the Managing Facility Agent shall be restored to their former\nposition and rights hereunder and under any other Purchase Documents, and any\nAmortization Event (including, any Trigger Amortization Event, any Specified\nAmortization Event or any Note Rate Amortization Event) waived shall be deemed\nto be cured and not continuing; but no such waiver shall extend to any\nsubsequent or other Amortization Event, Trigger Amortization Event, Specified\nAmortization Event or Note Rate Amortization Event, or impair any right\nconsequent thereon.\n\n          Notwithstanding any of the provisions of this Section 11.1 no\n          provision of the Agreement which affects the rights or obligations\n          of the Old Administrative Agent shall be amended without the written\n          consent of the Old Administrative Agent.\n\n     11.2 Notices. (a) All notices, requests, demands and consents to or upon\nthe respective parties hereto to be effective shall be in writing (including by\ntelecopy or telex), and, unless otherwise expressly provided herein, shall be\ndeemed to have been duly given or made when delivered by hand, or three Business\nDays after being deposited in the mail, postage prepaid, or, in the case of\ntelecopy notice, when received, or, in the case of telex notice, when sent,\nanswerback received, addressed as follows in the case of the Seller and the\nManaging Facility Agent, and as set forth in Schedule I in the case of the\nCo-Administrative Agents and any Purchaser, or to such other address as may be\nhereafter notified by the respective parties hereto:\n\n          The Seller:               Raytheon Aircraft Receivables Corporation\n                                    9709 East Central\n                                    Wichita, Kansas  67206\n                                    Attention:  Daniel Smartt\n                                    Telephone:  (316) 676-7166\n                                    Telecopy:  (316) 676-6975\n\n          The Servicer:             Raytheon Aircraft Credit Corporation\n                                    9709 East Central Avenue\n                                    Wichita, Kansas  67206\n                                    Attention:  Daniel Smartt\n                                    Telephone:  (316) 676-7673\n                                    Telecopy:  (316) 676-6975\n\n \n                                      123\n\n   The Managing Facility Agent:     Bank of America National Trust and\n                                    Savings Association\n                                    Agency Management 10831\n                                    1455 Market Street, 12th Floor\n                                    San Francisco, California  94103\n                                    Attention: Patrick W. Zetzman\n                                    Telephone: (415) 436-2776\n                                    Telecopy: (415) 436-3425\n\n                                    With a copy to:\n\n                                    Bank of America National Trust and\n                                    Savings Association\n                                    Agency Administrative Services 5596\n                                    1850 Gateway Boulevard, 5th Floor\n                                    Concord, California  94520-3282\n                                    Attention:  Irene R. Ruddell\n                                    Telephone:  (925) 675-8441\n                                    Telecopy:   (925) 675-8500\n                                    Account No.: 12335-16573\n\n         ; provided that any notice, request or demand to or upon the Managing\n         Facility Agent or the Purchasers pursuant to subsection 2.2, 2.3, 2.8\n         or 2.20 shall not be effective until received.\n\n(b)  The Managing Facility Agent agrees to promptly notify the Purchasers of (i)\n     each address of the Seller or the Servicer forwarded to the Managing\n     Facility Agent under subsection 6.1(f) or 6.2(e), respectively, and (ii)\n     any change in the fiscal year of the Seller under subsection 7.1(h).\n\n     11.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in\nexercising, on the part of the Managing Facility Agent, either Administrative\nAgent or any Purchaser, any right, remedy, power or privilege hereunder shall\noperate as a waiver thereof; nor shall any single or partial exercise of any\nright, remedy, power or privilege hereunder preclude any other or further\nexercise thereof or the exercise of any other right, remedy, power or privilege.\nThe rights, remedies, powers and privileges herein provided are cumulative and\nnot exclusive of any rights, remedies, powers and privileges provided by law.\n\n     11.4 Survival of Representations and Warranties. All representations and\nwarranties made hereunder and in any document, certificate or statement\ndelivered pursuant hereto or in connection herewith shall survive the execution\nand delivery of this Agreement.\n\n \n                                      124\n\n     11.5 Payment of Expenses and Taxes. The Seller agrees (a) to pay or\nreimburse the Managing Facility Agent and each Administrative Agent for all its\nout-of-pocket costs and expenses incurred in connection with the development,\npreparation and execution of, and any amendment, supplement or modification to,\nthis Agreement, the other Purchase Documents, any Commitment Transfer Supplement\nexecuted and delivered pursuant to subsection 11.6 and any other document\nprepared in connection herewith or therewith, and the consummation and\nadministration of the transactions contemplated hereby and thereby, including,\nwithout limitation, the reasonable fees and disbursements of counsel to the\nManaging Facility Agent and such Administrative Agent, (b) to pay or reimburse\neach Purchaser, the Managing Facility Agent and each Administrative Agent for\nall its respective costs and expenses incurred in connection with the\nenforcement or preservation of any rights under this Agreement, the other\nPurchase Documents and any such other documents, including, without limitation,\nreasonable fees and disbursements of counsel to the Managing Facility Agent,\nsuch Administrative Agent and to the several Purchasers (including, but not\nlimited to, allocated costs of in-house counsel and costs incurred by counsel\nwith respect to the Foreign Receivables and the Affiliate Receivables), and (c)\nto pay, indemnify, and hold each Purchaser, the Managing Facility Agent, each\nAdministrative Agent and each Co-Administrative Agent harmless from, any and all\nrecording and filing fees and any and all liabilities with respect to, or\nresulting from any delay in paying, stamp, excise and other taxes, if any, which\nmay be payable or determined to be payable in connection with the execution and\ndelivery of, or consummation or administration of any of the transactions\ncontemplated by, or any amendment, supplement or modification of, or any waiver\nor consent under or in respect of, this Agreement, the other Purchase Documents\nand any such other documents (all the foregoing, collectively, the \"indemnified\nliabilities\"), provided, that the Seller shall have no obligation hereunder to\nthe Managing Facility Agent, either Administrative Agent or any Purchaser (each,\nan \"Indemnitee\") with respect to indemnified liabilities arising from (i) the\ngross negligence or willful misconduct of such Indemnitee, (ii) legal\nproceedings commenced against such Indemnitee by any security holder or creditor\nthereof arising out of and based upon rights afforded any such security holder\nor creditor solely in its capacity as such, or (iii) legal proceedings commenced\nagainst such Indemnitee by any other Purchaser or by any Transferee. The\nagreements in this subsection shall survive the completion of the Amortization\nPeriod.\n\n     11.6 Successors and Assigns; Participations; Purchasing Parties.\n\n(a)  This Agreement shall be binding upon and inure to the benefit of the\n     Seller, the Purchasers, the Co-Administrative Agents, the Managing Facility\n     Agent, the Administrative Agent and their respective successors and\n     assigns, except that (i) the Seller may not assign or transfer any of its\n     rights or obligations under this Agreement without the prior written\n     consent of the Managing Facility Agent, the Administrative Agent and each\n     Purchaser and (ii) certain governmental authorities in foreign\n     jurisdictions may require the completion of certain procedures in order for\n     any such assignment to be effective with respect to the Foreign Receivables\n     and the Affiliate Receivables.\n\n \n                                      125\n\n(b)  Any Purchaser may, in the ordinary course of its commercial banking\n     business and in accordance with applicable law, at any time sell to one or\n     more banks or other entities (\"Participants\") participating interests in\n     such Purchaser's Outstanding Purchase Price, the Commitment of such\n     Purchaser or any other interest of such Purchaser hereunder and under the\n     other Purchase Documents. In the event of any such sale by a Purchaser of\n     participating interests to a Participant, such Purchaser's obligations\n     under this Agreement to the other parties to this Agreement shall remain\n     unchanged, such Purchaser shall remain solely responsible for the\n     performance thereof, such Purchaser shall be the \"Purchaser\" for all\n     purposes under this Agreement and the other Purchase Documents, and the\n     Seller and the Managing Facility Agent shall continue to deal solely and\n     directly with such Purchaser in connection with such Purchaser's rights and\n     obligations under this Agreement and the other Purchase Documents. The\n     Seller agrees that, upon the occurrence and continuance of a Rating Event\n     and an Amortization Event of the type described in subsection 8.1(a), (b),\n     (i) or (j), each Participant shall be deemed to have the right of setoff in\n     respect of its participating interest in amounts owing under this Agreement\n     to the same extent as if the amount of its participating interest were\n     owing directly to it as a Purchaser under this Agreement; provided that\n     such Participant shall only be entitled to such right of setoff pursuant to\n     this sentence if it shall have agreed in the agreement pursuant to which it\n     shall have acquired its participating interest to share with the Purchasers\n     the proceeds thereof as provided in subsection 11.7. The Seller also agrees\n     that each Participant shall be entitled to the benefits of subsections\n     2.22, 2.23 and 2.24 and 11.5 with respect to its participation in the\n     Commitments and the Outstanding Purchase Price; provided that no\n     Participant shall be entitled to receive any greater amount pursuant to\n     such subsections than the transferor Purchaser would have been entitled to\n     receive in respect of the amount of the participation transferred by such\n     transferor Purchaser to such Participant had no such transfer occurred.\n     Promptly after the sale of any such participation, the selling Purchaser\n     shall give the Managing Facility Agent notice of the amount sold and the\n     identity of the Participant.\n\n(c)  Any Purchaser may, in the ordinary course of its commercial banking\n     business and in accordance with applicable law, at any time sell to any\n     Purchaser or any affiliate thereof and, with the consent of the Seller and\n     the Managing Facility Agent (which in each case shall not be unreasonably\n     withheld), to one or more additional financial institutions (each, a\n     \"Purchasing Party\") all or any part of such Purchaser's Outstanding\n     Purchase Price, the Commitment of such Purchaser or any other interest of\n     such Purchaser hereunder and under the other Purchase Documents; provided\n     that such assignment shall be in a minimum amount of $1,000,000 unless such\n     assignment is to a financial institution not then a party to this\n     Agreement, in which case such assignment shall be in a minimum amount of\n     $10,000,000. Each such assignment shall be made pursuant to a Commitment\n     Transfer Supplement executed by such Purchasing Party, such Transferor\n     Purchaser and, in the case of a Purchasing Party that is not then a\n     Purchaser or an Affiliate thereof, by the Seller and the Managing Facility\n     Agent, and delivered to the Managing Facility Agent for its acceptance and\n     recording in the Register. Any SPC may, without obtaining any consent\n\n \n                                      126\n\n     hereunder, assign all or a portion of its interests in any Purchased\n     Receivable under this Agreement to its SPC Bank, its Liquidity Bank or\n     another SPC managed by the same SPC Bank as such SPC. Each such assignment\n     shall be made pursuant to written notice (a \"Transfer Notice\") delivered to\n     the Managing Facility Agent for recording in the Register. Upon the\n     execution, delivery, acceptance (if required) and recording of any Transfer\n     Notice or Commitment Transfer Supplement, as the case may be, from and\n     after the Transfer Effective Date determined pursuant to such Commitment\n     Transfer Supplement (or after the effective date set forth in the Transfer\n     Notice), (x) the Purchasing Party thereunder shall be a party hereto and,\n     to the extent provided in such Commitment Transfer Supplement (or such\n     Transfer Notice, as the case may be), have the rights and obligations of a\n     Purchaser hereunder with a Commitment as set forth therein, and (y) the\n     transferor Purchaser thereunder shall, to the extent provided in such\n     Commitment Transfer Supplement (or such Transfer Notice, as the case may\n     be), be released from its obligations under this Agreement (and, in the\n     case of a Commitment Transfer Supplement, or Transfer Notice, as the case\n     may be, covering all or the remaining portion of a transferor Purchaser's\n     rights and obligations under this Agreement, such transferor Purchaser\n     shall cease to be a party hereto). Such Commitment Transfer Supplement (or\n     such Transfer Notice, as the case may be) shall be deemed to amend this\n     Agreement to the extent, and only to the extent, necessary to reflect the\n     addition of such Purchasing Party and the resulting adjustment of\n     Commitment Percentages or Available Commitment Percentages arising from the\n     purchase by such Purchasing Party of all or a portion of the rights and\n     obligations of such transferor Purchaser under this Agreement.\n\n(d)  The Managing Facility Agent shall maintain at its address referred to in\n     subsection 11.2 a copy of each Commitment Transfer Supplement and each\n     Transfer Notice delivered to it and a register (the \"Register\") for the\n     recordation of the names and addresses of the Purchasers and the Commitment\n     of, and proportionate share of the Outstanding Purchase Price from time to\n     time payable to, each Purchaser from time to time. The entries in the\n     Register shall be conclusive, in the absence of manifest error, and the\n     Seller, the Managing Facility Agent and the Purchasers may treat each\n     Person whose name is recorded in the Register as the holder of the\n     Commitment recorded therein for all purposes of this Agreement. The\n     Register shall be available for inspection by the Seller, the Servicer or\n     any Purchaser at any reasonable time and from time to time upon reasonable\n     prior notice to the Managing Facility Agent.\n\n(e)  Upon its receipt of a Commitment Transfer Supplement or a Transfer Notice\n     executed by a transferor Purchaser and Purchasing Party (and, in the case\n     of a Purchasing Party that is not then a Purchaser or an Affiliate thereof,\n     by the Seller and the Managing Facility Agent) and, except in the case of a\n     transfer from an SPC to its Liquidity Bank, payment by the transferor\n     Purchaser or the Purchasing Party of a servicing fee of $3,500 to the\n     Managing Facility Agent, the Managing Facility Agent shall (i) promptly\n     accept such Commitment Transfer Supplement or Transfer Notice, as the case\n     may be, and (ii) on the Transfer Effective Date determined pursuant thereto\n     record the information contained therein in the Register and give notice of\n     such acceptance and recordation to the Seller, such transferor Purchaser\n     and such Purchasing Party.\n\n \n                                      127\n\n(f)  The Seller authorizes each Purchaser to disclose to any Participant or\n     Purchasing Party (each, a \"Transferee\") and any prospective Transferee any\n     and all financial information in such Purchaser's possession concerning the\n     Seller and its Affiliates which has been delivered to such Purchaser by or\n     on behalf of the Seller pursuant to this Agreement or which has been\n     delivered to such Purchaser by or on behalf of the Seller in connection\n     with such Purchaser's credit evaluation of the Seller and its Affiliates\n     prior to becoming a party to this Agreement; provided that such Transferee\n     or such prospective Transferee shall have agreed in writing to be bound by\n     the same confidentiality provisions as a Purchaser with respect to all\n     information delivered hereunder.\n\n(g)  If, pursuant to this subsection, any interest in this Agreement is\n     transferred to any Transferee which is organized under the laws of any\n     jurisdiction other than the United States or any state thereof, the\n     transferor Purchaser shall cause such Transferee, concurrently with the\n     effectiveness of such transfer, (i) to represent to the transferor\n     Purchaser (for the benefit of the transferor Purchaser, the Managing\n     Facility Agent, Raytheon, RAC, the Servicer and the Seller) that under\n     applicable law and treaties no taxes will be required to be withheld by the\n     Managing Facility Agent, the Seller, Raytheon, RAC, the Servicer or the\n     transferor Purchaser with respect to any payments to be made to such\n     Transferee in respect of the Outstanding Purchase Price, (ii) to furnish to\n     the transferor Purchaser (and, in the case of any Purchasing Party\n     registered in the Register, the Managing Facility Agent and the Seller) (A)\n     either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue\n     Service Form 1001 (wherein such Transferee claims entitlement to complete\n     exemption from U.S. federal withholding tax on all interest payments\n     hereunder) and (B) an Internal Revenue Service Form W-8 or W-9 and (iii) to\n     agree (for the benefit of the transferor Purchaser, the Managing Facility\n     Agent, Raytheon, RAC and the Seller) to provide the transferor Purchaser\n     (and, in the case of any Purchasing Party registered in the Register, the\n     Managing Facility Agent and the Seller) a new Form 4224 or Form 1001, or\n     Form W-8 or W-9, if applicable, upon the expiration or obsolescence of any\n     previously delivered form and comparable statements in accordance with\n     applicable U.S. laws and regulations and amendments duly executed and\n     completed by such Transferee, and to comply from time to time with all\n     applicable U.S. laws and regulations with regard to such withholding tax\n     exemption.\n\n(h)  Nothing herein shall prohibit any Purchaser from pledging or assigning its\n     interests hereunder to any Federal Reserve Bank in accordance with\n     applicable law or prohibit any SPC from pledging or assigning its interests\n     hereunder to its SPC Bank.\n\n     11.7 Adjustments; Set-off.\n\n \n                                      128\n\n(a)  If any Purchaser (a \"Benefitted Purchaser\") shall at any time receive any\n     payment of all or part of its Outstanding Purchase Price, or interest\n     thereon, or receive any collateral in respect thereof (whether voluntarily\n     or involuntarily, by set-off, pursuant to events or proceedings of the\n     nature referred to in subsection 8.1(j) or pursuant to the Guarantee, the\n     Repurchase Agreement or otherwise), in a greater proportion than any such\n     payment to or collateral received by any other Purchaser, if any, in\n     respect of such other Purchaser's Outstanding Purchase Price, or interest\n     payable thereon, such Benefitted Purchaser shall purchase for cash from the\n     other Purchasers such portion of each such other Purchaser's Outstanding\n     Purchase Price, or shall provide such other Purchasers with the benefits of\n     any such collateral, or the proceeds thereof, as shall be necessary to\n     cause such Benefitted Purchaser to share the excess payment or benefits of\n     such collateral or proceeds ratably with each of the Purchasers; provided,\n     however, that if all or any portion of such excess payment or benefits is\n     thereafter recovered from such Benefitted Purchaser, such purchase shall be\n     rescinded, and the Purchase Price and benefits returned, to the extent of\n     such recovery, but without interest. The Seller agrees that each Purchaser\n     so purchasing a portion of another Purchaser's Outstanding Purchase Price\n     may exercise all rights of payment (including, without limitation, rights\n     of set-off) with respect to such portion as fully as if such Purchaser were\n     the direct holder of such portion.\n\n(b)  In addition to any rights and remedies of the Purchasers provided by law,\n     each Purchaser shall have the right, without prior notice to the Seller,\n     any such notice being expressly waived by the Seller to the extent\n     permitted by applicable law, upon the occurrence and continuance of a\n     Rating Event or an Amortization Event of the type described in subsection\n     8.1(a), (b), (i) or (j), to set-off and appropriate and apply against such\n     amount any and all deposits (general or special, time or demand,\n     provisional or final), in any currency, and any other credits, indebtedness\n     or claims, in any currency, in each case whether direct or indirect,\n     absolute or contingent, matured or unmatured, at any time held or owing by\n     such Purchaser or any branch or agency thereof to or for the credit or the\n     account of the Seller. Each Purchaser agrees promptly to notify the Seller\n     and the Managing Facility Agent after any such set-off and application made\n     by such Purchaser, provided that the failure to give such notice shall not\n     affect the validity of such set-off and application.\n\n     11.8 Responsibilities of the Seller. Anything herein to the contrary\nnotwithstanding:\n                  \n(a)  the Seller shall perform all of its obligations under Contracts related to\n     the Purchased Receivables to the same extent as if such Purchased\n     Receivables had not been sold hereunder and the exercise by either\n     Administrative Agent or the Managing Facility Agent or any Purchaser of any\n     of their rights hereunder shall not relieve the Seller from such\n     obligations or its obligations with respect to such Purchased Receivables;\n     and\n\n \n                                      129\n\n(b)  neither Administrative Agent, nor the Managing Facility Agent nor any\n     Purchaser shall have any obligation or liability with respect to any\n     Purchased Receivables or the related Contracts or Financed Aircraft, nor\n     shall any of them be obligated to perform any of the obligations of the\n     Seller thereunder.\n\n     11.9 Optional Repurchase. If the Outstanding Purchase Price at any time\nduring the Amortization Period is less than 10% of the maximum Outstanding\nPurchase Price at any time during the Revolving Period, then on any Settlement\nDate thereafter the Seller may, by 10 days prior irrevocable notice to the\nManaging Facility Agent, repurchase the ownership interests in the Purchased\nReceivables by payment to the Managing Facility Agent for the account of the\nPurchasers of an amount equal to the sum of (i) the Outstanding Purchase Price\non such Settlement Date, (ii) interest accrued to such Settlement Date and (iii)\nall other amounts payable to the Managing Facility Agent and the Purchasers\nunder this Agreement.\n\n     11.10 Reassignments. (a) The Purchasers (or a Dissenting Purchaser, as the\ncase may be) shall assign (subject to the Purchasers' right to receive Net\nRecoveries in certain circumstances as described herein) to the Seller all their\n(or its) ownership interests in any Purchased Receivable (or portion thereof)\nsold hereunder (i) which has been repurchased pursuant to subsection 2.8(b) or\n2.13(c) (in the case of repurchases from a Dissenting Purchaser) or subsection\n2.7(b), 2.10, 2.11, 2.12, or 11.9 (in all other cases) or for which an indemnity\nin an amount satisfactory to the Managing Facility Agent and the Purchasers has\nbeen paid pursuant to subsection 9.1(a)(vi) or 9.1(a)(xii) or (ii) when the\nPrincipal Balance of any such Purchased Receivable has been reduced to zero. In\nconnection with reassignments pursuant to this subsection 11.10(a), the Managing\nFacility Agent, the Administrative Agent and the Purchasers shall promptly\nexecute and deliver to the Seller, at the Seller's expense, such documents and\ninstruments of reassignment as the Seller may reasonably request.\n\n(b)  With respect to any Contract for which all amounts outstanding thereunder\n     (including accrued interest) are paid prior to the Final Payment Date of\n     such Contract, and upon receipt by the Managing Facility Agent of\n     certification by the Servicer of such prepayment in full, the\n     Administrative Agent agrees to execute such documents and instruments\n     (including releases of security interests) for recording and filing with\n     the FAA Registry which are necessary to release the Lien on the related\n     Financed Aircraft as a result of such prepayment in full. In order to\n     facilitate the business operations of the Seller and the Servicer, the\n     Administrative Agent may provide the Servicer with a limited number of\n     executed releases; provided that, the Servicer shall not file any such\n     release without the written consent of the Managing Facility Agent;\n     provided further that, the Servicer shall promptly return all such releases\n     to the Managing Facility Agent upon the occurrence of an Amortization Event\n     or if the Managing Facility Agent shall so request. With respect to any\n     substitution of Lease Receivables made pursuant to subsection 2.13(e), the\n     Administrative Agent agrees to execute such documents and instruments\n\n \n                                      130\n\n     (including releases of security interests) for recording and filing with\n     the FAA Registry which are necessary (i) to release the Lien on the lease\n     related to the Replaced Lease Receivable so long as, prior to or\n     concurrently with the recording and filing with the FAA Registry of any\n     such document or instrument of release, the conditions contained in\n     subsection 5.2(e) with respect to the lease and the Financed Aircraft\n     related to the Substituted Lease Receivable substituted for such Replaced\n     Lease Receivable have been satisfied and (ii) if amounts are required to be\n     paid pursuant to subsection 2.13(e) because the Outstanding Balance of the\n     Replaced Lease Receivable is greater than the Purchase Price of the\n     Substituted Lease Receivable at the time the substitution occurs have been\n     so paid, to release the Financed Aircraft related to such Replaced Lease\n     Receivable. Each Purchaser authorizes the Administrative Agent to execute\n     such documents and instruments in accordance with this subsection 11.10(b)\n     and with respect to Foreign Receivables and Affiliate Receivables, except\n     for Uncertified Foreign Receivables, to take whatever action is necessary\n     to release any Liens in accordance with the intent of this subsection\n     11.10(b).\n\n(c)  In connection with any Receivable not purchased by the Purchasers hereunder\n     for which an FAA Assignment was filed with respect to the related Financed\n     Aircraft, the Administrative Agent agrees to promptly execute such\n     documents and instruments for recording and filing with the FAA Registry\n     which are necessary to reassign to the Seller the interests covered by such\n     FAA Assignment in such Financed Aircraft and to take whatever actions with\n     respect to any Foreign Receivable and any Affiliate Receivables are\n     necessary to effect a reassignment in the applicable foreign jurisdictions.\n\n(d)  The Purchasers shall assign (subject to the Purchasers' right to receive\n     Net Recoveries in certain circumstances as described herein) to Raytheon\n     all of their ownership interests in any Receivable (or portion thereof)\n     purchased by Raytheon pursuant to paragraph 2(e) of the Guarantee. In\n     addition, the Purchasers shall assign (subject to the Purchasers' right to\n     receive Net Recoveries in certain circumstances as described herein) to RAC\n     all of their ownership interests in any Receivable (or portion thereof)\n     purchased by RAC pursuant to Section 2 of the Repurchase Agreement. In\n     connection with reassignments pursuant to this subsection 11.10(d), the\n     Managing Facility Agent, the Administrative Agent and the Purchasers shall\n     promptly execute and deliver to Raytheon or RAC, as appropriate, such\n     documents and instruments of reassignment as Raytheon or RAC, as the case\n     may be, may reasonably request.\n\n(e)  All reassignments by the Managing Facility Agent, the Administrative Agent\n     and the Purchasers pursuant to this Section 11.10 shall be made without any\n     recourse, representation or warranty whatsoever.\n\n \n                                      131\n\n     11.11 Intention of the Parties; Lien on Intercompany Purchase Agreement.\n(a) It is expressly intended that each purchase hereunder be, and be construed\nas, an absolute sale of the Purchased Receivables by the Seller to the\nPurchasers conveying good title thereto free and clear of any Lien, and that the\nPurchased Receivables not be part of the estate of the Seller in the event of\nbankruptcy or insolvency of the Seller. It is further expressly intended that\nsuch conveyance not be deemed a pledge of the Purchased Receivable by the Seller\nto the Purchasers or the Administrative Agent for the ratable benefit of the\nPurchasers to secure a debt or other obligation of the Seller. However, in the\nevent that the Purchased Receivables are held to be the property of the Seller,\nor if for any other reason this Agreement is held or deemed not to effect an\nabsolute sale of the Purchased Receivables, then () the parties hereto intend\nthat the extensions of credit from the Purchasers to the Seller shall be a loan\nin a principal amount equal to the then Outstanding Purchase Price with interest\npayable thereon pursuant to subsection 2.17, (ii) the parties hereto intend that\nthis Agreement constitute a security agreement and (iii) the Seller hereby\ngrants to the Administrative Agent for the ratable benefit of the Purchasers, as\ncollateral security for all of the obligations of the Seller and Raytheon Credit\nhereunder, a first priority security interest in all of the right, title and\ninterest of the Seller whether now owned or hereafter acquired, in and to:\n\n                  (A) all accounts, contract rights, general intangibles,\n         chattel paper, instruments, documents, proceeds of a letter of credit\n         and money consisting of, arising from, constituting or relating to the\n         Purchased Receivables (including, without limitation, amounts from time\n         to time on deposit in the Cash Collateral Account or the Concentration\n         Account);\n\n                  (B) all of the Seller's rights in, under and to the Contracts\n         and its interest in the related Financed Aircraft, including any\n         security interests in such Financed Aircraft, and the Applicable\n         Leases;\n\n                  (C) all accounts, contract rights, general intangibles,\n         chattel paper, instruments, documents and money and other rights\n         arising from or by virtue of or constituting the Collections; and\n\n                  (D) all proceeds of the collateral described in the foregoing\n         clauses A, B and C (clauses A through D, collectively, the \"Receivables\n         Collateral\").\n\n(b)  In connection with the transfer of the Receivables Collateral as aforesaid\n     (whether or not such transfer constitutes a sale or the grant of a Lien)\n     the Seller hereby grants to the Administrative Agent for the ratable\n     benefit of the Purchasers, as collateral security for all of the\n     obligations of the Seller and Raytheon Credit hereunder, a first priority\n     security interest in all of the right, title and interest of the Seller,\n     whether now owned or hereafter acquired, in and to the Intercompany\n     Purchase Agreement, including, without limitation, the obligation of\n     Raytheon Credit to make repurchases thereunder (together with the\n     Receivables Collateral, the \"Collateral\").\n\n \n                                      132\n\n(c)  In connection herewith, if this Agreement is held or deemed not to effect\n     on absolute sale of the Purchased Receivables to the Purchasers, the\n     Managing Facility Agent and each Purchaser shall have all the rights and\n     remedies of a secured party and a creditor under the UCC and all other\n     applicable laws in each relevant jurisdiction. Without limiting the\n     generality of the foregoing, upon the occurrence and during the continuance\n     of a Trigger Amortization Event, if this Agreement is held or deemed not to\n     effect an absolute sale of the Purchased Receivables to the Purchasers,\n     with the consent of the Required Purchasers the Managing Facility Agent\n     may, or at the direction of the Required Purchasers, the Managing Facility\n     Agent shall, by notice to the Seller, declare the Outstanding Purchase\n     Price to be immediately due and payable, whereupon such amount shall become\n     immediately due and payable and, at such time or at any time after such\n     declaration, the Administrative Agent, without demand of performance or\n     other demand, presentment, protest, advertisement or notice of any kind\n     (except any notice required by law referred to below) to or upon the Seller\n     or any other Person (all and each of which demands, defenses,\n     advertisements and notices are hereby waived), may in such circumstances\n     forthwith collect, receive, appropriate and realize upon the Collateral, or\n     any part thereof, and\/or may forthwith sell, lease, assign, give option or\n     options to purchase, or otherwise dispose of and deliver the Collateral or\n     any part thereof (or contract to do any of the foregoing), in one or more\n     parcels at public or private sale or sales, at any exchange, broker's board\n     or office of the Administrative Agent or any Purchaser or elsewhere upon\n     such terms and conditions as it may deem advisable and at such prices as it\n     may deem best, for cash or on credit or for future delivery without\n     assumption of any credit risk. The Administrative Agent or any Purchaser\n     shall have the right upon any such public sale or sales, and, to the extent\n     permitted by law, upon any such private sale or sales, to purchase the\n     whole or any part of the Collateral so sold, free of any right or equity of\n     redemption in the Seller, which right or equity is hereby waived or\n     released. The Seller further agrees, at the Administrative Agent's request,\n     to assemble the Collateral and make it available to the Administrative\n     Agent at places which the Administrative Agent shall reasonably select,\n     whether at the Seller's premises or elsewhere. The Administrative Agent\n     shall apply the net proceeds of any such collection, recovery, receipt,\n     appropriation, realization or sale, after deducting all reasonable costs\n     and expenses of every kind incurred therein or incidental to the care or\n     safekeeping of any of the Collateral or in any way relating to the\n     Collateral or the rights of the Administrative Agent and the Purchasers\n     hereunder, including, without limitation, reasonable attorneys' fees and\n     disbursements, to the payment in whole or in part of the Obligations, in\n     such order as the Administrative Agent in its reasonable discretion may\n     elect, and only after such application and after the payment by the\n     Administrative Agent of any other amount required by any provision of law,\n     including, without limitation, Section 9-504(1)(c) of the UCC in the\n     relevant jurisdiction, need the Administrative Agent account for the\n     surplus, if any, to the Seller. To the extent permitted by applicable law,\n     the Seller waives all claims, damages and demands it may acquire against\n     the Administrative Agent or any Purchaser arising out of the exercise by\n     them of any rights hereunder. If any notice of a proposed sale or other\n     disposition of Collateral shall be required by law, such notice shall be\n     deemed reasonable and proper if given at least 10 days before such sale or\n     other disposition. The Seller shall remain liable for any deficiency if the\n     proceeds of any sale or other disposition of the Collateral are\n     insufficient to pay the Obligations and the fees and disbursements of any\n     attorneys employed by the Administrative Agent or any Purchaser to collect\n     such deficiency. The Seller authorizes the Administrative Agent and the\n     Purchasers, at any time and from time to time, to execute, in connection\n     with the sale provided for in this subsection 11.11(c), any endorsements,\n     assignments or other instruments of conveyance or transfer with respect to\n     the Collateral.\n\n \n                                      133\n\n(d)  Each Administrative Agent's sole duty with respect to the custody,\n     safekeeping and physical preservation of the Collateral in its possession,\n     under Section 9-207 of the UCC in the relevant jurisdiction or otherwise,\n     shall be to deal with it in the same manner as such Administrative Agent\n     deals with similar property for its own account. Neither the Managing\n     Facility Agent, either Administrative Agent, any Co-Administrative Agent,\n     any Purchaser nor any of their respective directors, officers, employees or\n     agents shall be liable for failure to demand, collect or realize upon all\n     or any part of the Collateral or for any delay in doing so or shall be\n     under any obligation to sell or otherwise dispose of any Collateral upon\n     the request of the Seller or otherwise. Nothing in this subsection 11.11\n     shall be construed to prejudice any rights the Purchasers have as\n     purchasers or owners of the Purchased Receivables.\n\n(e)  The foregoing transfer, assignment, set-over and conveyance does not\n     constitute and is not intended to result in the creation or an assumption\n     by either Administrative Agent or any Purchaser of any obligation of the\n     Seller, the Servicer or any other Person in connection with the Purchased\n     Receivables or any agreement or instrument relating thereto, including,\n     without limitation, any obligation to any Obligors or insurers, or in\n     connection with the Intercompany Purchase Agreement.\n\n     11.12 Leases; Grant of Security Interest. () The Seller agrees to perform\nand to cause each Affiliate Obligor to perform all its respective obligations\nunder (other than the payment by such Affiliate Obligor of the rent payable\nunder such Lease), and not to terminate or to permit (voluntarily or\ninvoluntarily, whether during a bankruptcy case involving the Seller or such\nAffiliate Obligor or otherwise) the termination of, any Applicable Lease or any\nlease related to a Lease Receivable (other than in connection with substitutions\nof Lease Receivables in accordance with subsection 2.13(e)) or the lease by an\nObligor on an ExIm Bank Receivable (such leases, collectively, the \"Security\nInterest Leases\") sold or substituted hereunder; provided that (i) if a\nSubstituted Lease Receivable which is substituted on any day other than a\nSettlement Date in accordance with subsection 2.13(e) has a Purchase Price less\nthan the related Replaced Lease Receivable, the Seller agrees to deposit into\nthe Concentration Account on the Settlement Date following such date of\nsubstitution (or, if a Remittance Event has occurred, within two Business Days\nafter such substitution) the difference between the Outstanding Balance of such\nReplaced Lease Receivable and the Purchase Price of such Substituted Lease\nReceivable and (ii) if such Security Interest Lease has been declared to be in\ndefault, the Seller may terminate and may permit any Affiliate Obligor to\nterminate, such Security Interest Lease if the Seller pays on the date of\ntermination to the Administrative Agent for the account of the Purchasers an\namount equal to the aggregate amount of rent payable for the remaining term\nunder such Lease (including any interest thereon on amounts past due), up to the\nthen Outstanding Balance of the related Receivable together with interest on\nsuch Outstanding Balance at the rate set forth in such Lease Receivable or\nApplicable Lease related to such Affiliate Receivable for the period from the\nlast date of payment on such Receivable (all of the foregoing, including any\ndamages resulting from a breach of the foregoing, collectively, the \"Lease\nObligations\"). As collateral security for (i) the prompt and complete payment\nand performance of the Lease Obligations and (ii) the agreement of the Seller\nnot to reject or permit an Affiliate Obligor to reject pursuant to 11 U.S.C.\nss.365 any Lease after the occurrence of a bankruptcy case involving the Seller\nor such Affiliate Obligor (and all other Obligations under this Agreement) the\nSeller does hereby grant, bargain, sell, assign, transfer, convey, mortgage,\npledge, grant a security interest in and confirm unto the Administrative Agent\nfor the ratable benefit of the Purchasers the following:\n\n \n                                      134\n\n                  (A) each Financed Aircraft subject to a Security Interest\n         Lease, the related Receivable of which is sold or substituted hereunder\n         on the Closing Date or on any Settlement Date; and\n\n                  (B) all proceeds thereof (clauses A and B, collectively, the\n\"Lease Collateral\").\n\n(b)  In connection with the foregoing grant, the Administrative Agent and each\n     Purchaser shall have all the rights and remedies of a secured party and a\n     creditor under the UCC and all other applicable laws in each relevant\n     jurisdiction. Without limiting the generality of the foregoing, upon the\n     occurrence and during the continuance of a Trigger Amortization Event, the\n     Administrative Agent, without demand of performance or other demand,\n     presentment, protest, advertisement or notice of any kind (except any\n     notice required by law referred to below) to or upon the Seller or any\n     other Person (all and each of which demands, defenses, advertisements and\n     notices are hereby waived), may in such circumstances forthwith collect,\n     receive, appropriate and realize upon the Lease Collateral, or any part\n     thereof, and\/or may forthwith sell, lease, assign, give option or options\n     to purchase, or otherwise dispose of and deliver the Lease Collateral or\n     any part thereof (or contract to do any of the foregoing), in one or more\n     parcels at a public or private sale or sales, at any exchange, broker's\n     board or office of the Administrative Agent or any Purchaser or elsewhere\n     upon such terms and conditions as it may deem advisable and at such prices\n     as it may deem best, for cash or on credit or for future delivery without\n     assumption of any credit risk. The Administrative Agent or any Purchaser\n     shall have the right upon any such public sale or sales, and, to the extent\n     permitted by law, upon any such private sale or sales, to purchase the\n     whole or any part of the Lease Collateral so sold, free of any right or\n     equity of redemption in the Seller, which right or equity is hereby waived\n     or released. The Seller further agrees, at the Administrative Agent's\n     request, to assemble the Lease Collateral, to the extent available to the\n     Seller under applicable law, and make it available to the Administrative\n     Agent at places which the Administrative Agent shall reasonably select,\n     whether at the Seller's premises or elsewhere. The Administrative Agent\n     shall apply the net proceeds of any such collection, recovery, receipt,\n     appropriation, realization or sale, after deducting all reasonable costs\n     and expenses of every kind incurred therein or incidental to the care or\n     safekeeping of any of the Lease Collateral or in any way relating to the\n     Lease Collateral or the rights of the Administrative Agent and the\n     Purchasers hereunder, including, without limitation, reasonable attorneys'\n     fees and disbursements, to the payment in whole or in part of the Lease\n     Obligations, in such order as the Administrative Agent in its reasonable\n     discretion may elect, and only after such application and after the payment\n     by the Administrative Agent of any other amount required by any provision\n     of law, including, without limitation, Section 9-504(1)(c) of the UCC in\n     the relevant jurisdiction, need the Administrative Agent account for the\n     surplus, if any, to the Seller. To the extent permitted by applicable law,\n     the Seller waives all claims, damages and demands it may acquire against\n     the Administrative Agent or any Purchaser arising out of the exercise by\n     them of any rights hereunder. If any notice of a proposed sale or other\n     disposition of Lease Collateral shall be required by law, such notice shall\n\n \n                                      135\n\n     be deemed reasonable and proper if given at least 10 days before such sale\n     or other disposition. The Seller shall remain liable for any deficiency if\n     the proceeds of any sale or other disposition of the Lease Collateral are\n     insufficient to pay the Lease Obligations and the fees and disbursements of\n     any attorneys employed by the Administrative Agent or any Purchaser to\n     collect such deficiency. The Seller authorizes the Administrative Agent and\n     the Purchasers, at any time and from time to time, to execute, in\n     connection with the sale provided for in this subsection 11.12(b), any\n     endorsements, assignments or other instruments of conveyance or transfer\n     with respect to the Lease Collateral.\n\n(c)  Each Administrative Agent's sole duty with respect to the custody,\n     safekeeping and physical preservation of the Lease Collateral in its\n     possession, under Section 9-207 of the UCC in the relevant jurisdiction or\n     otherwise, shall be to deal with it in the same manner as such\n     Administrative Agent deals with similar property for its own account.\n     Neither the Managing Facility Agent, either Administrative Agent any\n     Co-Administrative Agent or any Purchaser nor any of their respective\n     directors, officers, employees or agents shall be liable for failure to\n     demand, collect or realize upon all or any part of the Lease Collateral or\n     for any delay in doing so or shall be under any obligation to sell or\n     otherwise dispose of any Lease Collateral upon the request of the Seller or\n     otherwise.\n\n     11.13 Power of Attorney. (a) The Seller hereby irrevocably constitutes and\nappoints the Managing Facility Agent and any officer or agent thereof, with full\npower of substitution, as its true and lawful attorney-in-fact with full\nirrevocable power and authority in the place and stead of the Seller and in the\nname of the Seller or in its own name, from time to time after the occurrence\nand during the continuance of a Specified Amortization Event or in connection\nwith any action taken pursuant to subsection 11.11(c) or subsection 11.12(b) in\nthe Managing Facility Agent's discretion, for the purpose of carrying out the\nterms of this Agreement and obtaining the benefit of the Purchased Receivables,\nthe Collections with respect thereto and the related Contracts and Financed\nAircraft, to take any and all appropriate action and to execute any and all\ndocuments and instruments which may be necessary to perform the duties and\nobligations of the Seller or the Servicer under this Agreement or desirable to\naccomplish the purposes of this Agreement, including the power and right, on\nbehalf of the Seller, without notice to or assent by the Seller, to do the\nfollowing after the occurrence and during the continuance of a Specified\nAmortization Event or in connection with any action taken pursuant to subsection\n11.11(c) or subsection 11.12(b):\n\n    (i)  in the name of the Seller or its own name, or otherwise, to take\n         possession of and endorse and collect any checks, drafts, notes,\n         acceptances or other instruments for the payment of moneys due under\n         any Purchased Receivable or on account of Collections with respect\n         thereto or the related Contract or Financed Aircraft (collectively, the\n         \"Transferred Property\") and to file any claim or to take any other\n         action or proceeding in any court of law or equity or otherwise deemed\n         appropriate by the Managing Facility Agent for the purpose of\n         collecting any and all such moneys due under any Purchased Receivable\n         or with respect to any other Transferred Property whenever payable;\n\n \n                                      136\n\n   (ii)  to pay or discharge taxes and Liens levied or placed on or\n         threatened against any of the Transferred Property, to effect any\n         repairs or any insurance called for by the terms of this Agreement and\n         to pay all or any part of the premiums therefor and the costs thereof;\n         and\n\n  (iii)  to file financing or continuation statements under the UCC, or\n         with respect to Foreign Receivables and Affiliate Receivables,\n         excluding Uncertified Foreign Receivables, under the appropriate\n         foreign statute, in any relevant jurisdiction covering the interests of\n         the Administrative Agent, the Managing Facility Agent and the\n         Purchasers in the Transferred Property; and\n\n   (iv)  (A) to commence and prosecute any suits, actions or proceedings at law\n         or in equity in any court of competent jurisdiction to collect any of \n         the Transferred Property or any thereof and to enforce any other right\n         in respect of any Transferred Property; (B) to defend any suit, action\n         or proceeding brought against the Seller with respect to any \n         Transferred Property; and (C) to settle, compromise or adjust any \n         suit, action or proceeding described in clause (B) above and, in \n         connection therewith, to give such discharges or releases as\n         the Managing Facility Agent may deem appropriate.\n\n(b)  The Seller hereby ratifies all that said attorneys shall lawfully do or\n     cause to be done by virtue hereof. This power of attorney is a power\n     coupled with an interest and shall be irrevocable.\n\n     11.14 Counterparts. This Agreement may be executed by one or more of the\nparties to this Agreement on any number of separate counterparts, and all of\nsaid counterparts taken together shall be deemed to constitute one and the same\ninstrument. A set of the copies of this Agreement signed by all the parties\nshall be lodged with the Seller and the Managing Facility Agent.\n\n     11.15 Severability; Headings. Any provision of this Agreement which is\nprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,\nbe ineffective to the extent of such prohibition or unenforceability without\ninvalidating the remaining provisions hereof, and any such prohibition or\nunenforceability in any jurisdiction shall not invalidate or render\nunenforceable such provision in any other jurisdiction. The section and\nsubsection headings used in this Agreement are for convenience of reference only\nand are not to affect the construction hereof or to be taken into consideration\nin the interpretation hereof.\n\n     11.16 Integration. This Agreement represents the agreement of the Seller,\nthe Servicer, the Managing Facility Agent, each Administrative Agent, the\nCo-Administrative Agents and the Purchasers with respect to the subject matter\nhereof, and there are no promises, undertakings, representations or warranties\nby the Managing Facility Agent, either Administrative Agent, the\nCo-Administrative Agents or any Purchaser relative to subject matter hereof not\nexpressly set forth or referred to herein.\n\n \n                                      137\n\n     11.17 GOVERNING LAW. THIS AGREEMENT, THE ASSIGNMENTS AND THE RIGHTS AND\nOBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND\nCONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.\n\n     11.18 Submission To Jurisdiction; Waivers. Each of the Seller and the\nServicer hereby irrevocably and unconditionally:\n\n(a)  submits for itself and its property in any legal action or proceeding\n     relating to this Agreement and the Assignments, or for recognition and\n     enforcement of any judgement in respect thereof, to the non-exclusive\n     general jurisdiction of the courts of the State of New York, the courts of\n     the United States of America for the Southern District of New York, and\n     appellate courts from any thereof;\n\n(b)  consents that any such action or proceeding may be brought in such courts\n     and waives any objection that it may now or thereafter have to the venue of\n     any such action or proceeding in any such court or that such action or\n     proceeding was brought in an inconvenient court and agrees not to plead or\n     claim the same;\n\n(c)  agrees that service of process in any such action or proceeding may be\n     effected by mailing a copy thereof by registered or certified mail (or any\n     substantially similar form of mail), postage prepaid, to such Person at its\n     address set forth in subsection 11.2 or at such other address of which the\n     Managing Facility Agent shall have been notified pursuant thereto;\n\n(d)  agrees that nothing herein shall affect the right to effect service of\n     process in any other manner permitted by law or shall limit the right to\n     sue in any other jurisdiction; and\n\n(e)  waives, to the maximum extent not prohibited by law, any right it may have\n     to claim or recover in any legal action or proceeding referred to in this\n     subsection any special, exemplary, punitive or consequential damages.\n\n     11.19 Acknowledgements. (a) The Seller hereby acknowledges with respect to\nthe transactions contemplated by the Purchase Documents that:\n\n                  (i) it has been advised by counsel in the negotiation, \n         execution and delivery of this Agreement and the other Purchase\n         Documents;\n\n                  (ii) neither the Managing Facility Agent, either\n         Administrative Agent, any Co-Administrative Agent nor any Purchaser\n         has any fiduciary relationship to the Seller; and\n\n                  (iii) no joint venture exists among the Purchasers or among\n         the Seller and the Purchasers or among the Guarantor, RAC, the\n         Servicer, the Seller and the Purchasers.\n\n(b)  By execution of this Agreement, each Purchaser acknowledges and agrees to\n     be bound by the provisions of paragraph 18 of the Guarantee and paragraph\n     18 of the Repurchase Agreement.\n\n \n                                      138\n\n     11.20 WAIVERS OF JURY TRIAL. THE SELLER, THE SERVICER, THE MANAGING\nFACILITY AGENT, EACH ADMINISTRATIVE AGENT, EACH CO-ADMINISTRATIVE AGENT AND EACH\nPURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY\nLEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER PURCHASE\nDOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.\n\n     11.21 Bankruptcy Petition. (a) Each of the Seller, the Servicer, the\nManaging Facility Agent, each Administrative Agent, each Co-Administrative Agent\nand each Purchaser hereby covenants and agrees that, prior to the date which is\none year and one day after the payment in full of all outstanding senior\nindebtedness of any SPC, it will not institute against, or join any other Person\nin instituting against, such SPC any bankruptcy, reorganization, arrangement,\ninsolvency or liquidation proceedings or other similar proceeding under the laws\nof the United States or any state of the United States.\n\n(b)  Each of the the Servicer, the Managing Facility Agent, each Administrative\n     Agent, each Co-Administrative Agent and each Purchaser hereby covenants and\n     agrees that, prior to the date that is one year and one day after the\n     payment in full of the Outstanding Purchase Price and all amounts owing\n     with respect thereto and hereunder, it will not institute against the\n     Seller, or join any other Person in instituting against the Seller, any\n     bankruptcy, reorganization, arrangement, insolvency or liquidation\n     proceedings or other similar proceedings under the laws of the United\n     States or any state of the United States.\n\n     11.22 Confidentiality. Each of the Managing Facility Agent, the\nCo-Administrative Agent and the Purchasers agrees to maintain the\nconfidentiality of the Information (as defined below), except that Information\nmay be disclosed (a) to its and its Affiliates' directors, officers, employees\nand agents, including accountants, legal counsel and other advisors (it being\nunderstood that the Persons to whom such disclosure is made will be informed of\nthe confidential nature of such Information and instructed to keep such\nInformation confidential), (b) to the extent requested by any regulatory\nauthority, (c) to the extent required by applicable laws or regulations or by\nany subpoena or similar legal process, (d) to any other party to this Agreement,\n(e) in connection with the exercise of any remedies hereunder or any suit,\naction or proceeding relating to this Agreement or the enforcement of rights\nhereunder, (f) subject to an agreement containing provisions substantially the\nsame as those of this subsection, to any assignee of or Participant in, or any\nprospective assignee of or Participant in, any of its rights or obligations\nunder this Agreement, (g) with the consent of the Seller or (h) to the extent\nsuch Information (i) becomes publicly available other than as a result of a\nbreach of this subsection by such Person or (ii) becomes available to the\nManaging Facility Agent, any Co-Administrative Agent or any Purchaser on a\nnonconfidential basis from a source other than Raytheon, RAC, Raytheon Credit or\nthe Seller. For the purposes of this Section, \"Information\" means all\ninformation received from Raytheon, RAC, Raytheon Credit or the Seller relating\nto Raytheon, RAC, Raytheon Credit or the Seller or their business, other than\nany such information that is available to the Managing Facility Agent, any\nCo-Administrative or any Purchaser on a nonconfidential basis prior to\ndisclosure by Raytheon, RAC, Raytheon Credit or the Seller; provided that, in\nthe case of information received from the Raytheon, RAC, Raytheon Credit or the\n\n \n                                      139\n\nSeller after the date hereof, such information is clearly identified at the time\nof delivery as confidential. Any Person required to maintain the confidentiality\nof Information as provided in this subsection shall be considered to have\ncomplied with its obligation to do so if such Person has exercised the same\ndegree of care to maintain the confidentiality of such Information as such\nPerson would accord to its own confidential information. The Seller and the\nServicer hereby consent to the disclosure of any non-public information with\nrespect to either of them as related to this transaction and the assets sold\nhereunder by any SPC to any rating agency, commercial paper dealer, or provider\nof a surety, guaranty or credit or liquidity enhancement to that SPC.\n\n     11.23 Claims Against SPCs. The obligations of each SPC under this Agreement\nand the other Purchase Documents are solely its corporate obligations. No\nrecourse shall be had for the payment of any amount owing by any SPC under this\nAgreement or the other Purchase Documents or for the payment by any SPC of any\nfee in respect of this Agreement or the other Purchase Documents or any other\nobligations or claim of or against any SPC arising out of or based upon this\nAgreement or the other Purchase Documents, against any of the SPC's employees,\nofficers, directors, incorporators or stockholders. It is further agreed that\neach SPC shall be liable for any claims against such SPC in connection with this\nAgreement and other Purchase Documents only to the extent that such SPC has, on\nany date of determination, excess funds not required to pay or provide for the\npayment of all commercial paper notes that such SPC has outstanding. Any and all\nclaims against any SPC in connection with this Agreement and the other Purchase\nDocuments shall be subordinate to the claims of the holders of commercial paper\nnotes issued by such SPC.\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed and delivered in New York, New York by their proper and duly\nauthorized officers as of the day and year first above written.\n\nRAYTHEON AIRCRAFT RECEIVABLES CORPORATION,\nas Seller\n\nBy:\nTitle:\n\nRAYTHEON AIRCRAFT CREDIT CORPORATION,\nas Servicer\n\nBy:\nTitle:\n\nBANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,\nas Managing Facility Agent, Co-Administrative Agent and Administrative Agent\n\nBy:\nTitle: Authorized Signatory\n\n \n                                      140\n\nTHE CHASE MANHATTAN BANK,\nas Co-Administrative Agent and Syndication Agent\n\nBy:\nTitle:\n\nUBS AG, STAMFORD BRANCH, solely as Administrative Agent\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC: RECEIVABLES CAPITAL CORPORATION\n\nBy:\nTitle:\n\nSPC BANK: BANK OF AMERICA NT&amp;SA\n\nBy:\nTitle:\n\nBANK OF MONTREAL\n\nBy:\nTitle:\n\nTHE BANK OF NEW YORK\n\nBy:\nTitle:\n\nBANK OF TOKYO - MITSUBISHI TRUST COMPANY\n\nBy:\nTitle:\n\nBANQUE NATIONALE DE PARIS\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nPARIBAS\n\nBy:\nTitle:\n\nBy:\nTitle:\n\n \n                                      141\n\nBAYERISCHE LANDESBANK\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nCANADIAN IMPERIAL BANK OF COMMERCE,\nNEW YORK AGENCY\n\nBy:\nTitle:\n\nTHE CHASE MANHATTAN BANK\n\nBy:\nTitle:\n\nSPC: CHARTA CORPORATION\n\nBy: CITICORP NORTH AMERICA, INC.,\n\nas Attorney-in-Fact\n\nBy:\nTitle:\n\nSPC BANK: CITIBANK, N.A.\n\nBy:\nTitle:\n\nSPC: FOUR WINDS FUNDING CORPORATION\n\nBy: Commerzbank AG, New York Branch,\nas Attorney-in-Fact\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC BANK: COMMERZBANK AG, NEW YORK BRANCH\n\nBy:\nTitle:\n\nBy:\nTitle:\n\n \n                                      142\n\nSPC: ALPINE SECURITIZATION CORP.\n\nBy: CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as\n\nAttorney-in-Fact\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC BANK: CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nDEN DANSKE BANK AKTIESELSKAB, CAYMAN ISLANDS\n\nBRANCH\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC: FALCON ASSET SECURITIZATION CORPORATION\n\nBy:\nTitle:\n\nSPC BANK: THE FIRST NATIONAL BANK OF CHICAGO\n\nBy:\nTitle:\n\nFLEET NATIONAL BANK\n\nBy:\nTitle:\n\nTHE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH\n\nBy:\nTitle:\n\n \n                                      143\n\nSPC: THREE RIVERS FUNDING CORPORATION\n\nBy:\nTitle:\n\nSPC BANK:MELLON BANK, N.A.\n\nBy:\nTitle:\n\nSPC: DELAWARE FUNDING CORPORATION\n\nBy: Morgan Guaranty Trust Company of New York,\nas Attorney-in-Fact for Delaware Funding\nCorporation\n\nBy:\nTitle:\n\nSPC BANK: MORGAN GUARANTY TRUST COMPANY OF NEW YORK\n\nBy:\nTitle:\n\nWACHOVIA BANK OF GEORGIA, N.A.\n\nBy:\nTitle:\n\nSPC: QUINCY CAPITAL CORPORATION\n\nBy:\nTitle:\n\nSPC BANK: WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC: EAGLEFUNDING CAPITAL CORP.\n\nBy:\nTitle:\n\nSPC BANK: BANKBOSTON, N.A.\n\nBy:\nTitle:\n\nSOCIETE GENERALE\n\nBy:\nTitle:\n\n \n                                      144\n\nSPC: VARIABLE FUNDING CAPITAL CORPORATION\n\nBy: First Union Capital Markets, \na division of Wheat First Security Inc., \nas attorney-in-fact\n\nBy:\nTitle:\n\nSPC BANK: FIRST UNION NATIONAL BANK\n\nBy:\nTitle:\n\nSPC: ATLANTIC ASSET SECURITIZATION CORP.\n\nBy: CREDIT LYONNAIS NEW YORK BRANCH,\nas Attorney-in-Fact\n\nBy:\nTitle:\n\nSPC BANK: CREDIT LYONNAIS NEW YORK BRANCH\n\nBy:\nTitle:\n\nKBC BANK\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC: BAVARIA UNIVERSAL FUNDING CORPORATION\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nSPC BANK: BAYERISCHE HYPO-UND VEREINSBANK AG\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nDEUTSCHE BANK AG, NEW YORK A\/O CAYMAN ISLAND BRANCHES\n\nBy:\nName:\nTitle:\n\nBy:\nName:\nTitle:\n\n \n                                      145\n\nBANCA COMMERCIALE ITALIANA\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nBANCA POPOLARE DI MILANO\n\nBy:\nTitle:\n\nBy:\nTitle:\n\n \n                                      146\n\n                            WITHDRAWING PURCHASERS\n\n\nBANK AUSTRIA CREDITANSTALT CORPORATE FINANCE INC.\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nUBS AG, STAMFORD BRANCH\n\nBy:\nTitle:\n\nBy:\nTitle:\n\nTHE DAI-ICHI KANGYO BANK, LTD.\n\nBy:\nTitle:\n\n \n                                      147\n\n                                   SCHEDULE I\n\n                      COMMITMENTS AND PURCHASER INFORMATION\n\nPurchaser                          Amount of Commitment   Commitment Percentage \n                                     at Amendment            at Amendment\n                                   Effective Date           Effective Date\n\nThe Chase Manhattan Bank               $147,500,000.00        5.46%\n270 Park Avenue\nNew York, NY  10017\nAttention:  James Treger\n\nCitibank, N.A.                         $145,000,000.00        5.37%\n339 Park Avenue\n8th Floor, Zone 2\nNew York, NY  10043\nAttention:  Bill Martens\n\nBank of America NT&amp;SA                  $147,500,000.00        5.46%\n231 South Lasalle Street\nChicago, IL  60697\nAttention:  Willem Van Beek\n\nCredit Suisse First Boston,            $145,000,000.00        5.37%\nNew York Branch\n\n11 Madison Ave., 20th Floor\nNew York, NY  10010\nAttention:  David Kratovil\n\nCommerzbank AG                         $115,000,000.00        4.26%\n2 World Financial Center\n34th Floor\nNew York, NY  10281\nAttention:  Bob Donahue\n\nWachovia Bank of Georgia, N.A.         $115,000,000.00        4.26%\n191 Peachtree Street, N.E., \n30th Floor\nAtlanta, GA  30303\nAttention:  Elizabeth Wagner\n\nWestdeutsche Landesbank Girozentrale,\n  New York Branch                      $115,000,000.00        4.26%\n1211 Avenue of the Americas\nNew York, NY  10036\nAttention:  John Moorhead\n\nFirst National Bank of Chicago         $115,000,000.00        4.26%\nOne First National Plaza\nMail Suite 1-0596\nChicago, IL  60670\nAttention:  Wanda Harrison\n\n \n                                      148\n\nBankBoston, N.A.                       $115,000,000.00        4.26%\n100 Federal Street\nBoston, MA  02110\nAttention:  Amy Roberts\n\nCanadian Imperial Bank of Commerce,    $110,000,000.00        4.07%\nNew York Agency\n\n425 Lexington Avenue\nNew York, NY  10017\nAttention:  Todd Constable\n\nBank of Montreal                       $110,000,000.00        4.07%\n430 Park Avenue\nNew York, New York  10022\nAttention:  Glenridge Pole\n\nSG Cowen                               $110,000,000.00        4.07%\n181 West Madison Street\nSuite 3400\nChicago, IL  60602\nAttention:  Joe Moreno\n\nMellon Bank                            $100,000,000.00        3.70%\nOne Boston Place, 6th Floor\nBoston, MA  02108\nAttention:  Jane Westrich\n\nFirst Union National Bank              $100,000,000.00        3.70%\n301 South College Street\nCharlotte, N.C.  28288\nAttention:  Russ Morrison\n\nCredit Lyonnais                        $100,000,000,00        3.70%\n1301 Avenue of the Americas\n12th Floor\nNew York, NY  10019\nAttention:  Conrad Meyer\n\nMorgan Guaranty Trust                  $115,000,000.00        4.26%\nCompany of New York\n500 Stanton Christiana Road\nNewark, DE  19713\nAttention:  Janine Marshini\n\nFleet National Bank                    $90,000,000.00         3.33%\nOne Federal Street\nBoston, MA  02211\nAttention:  Amy Tsokanis\n\n \n                                      149\n\nDen Danske Bank Aktieselskab, \nCayman Islands Branch                  $90,000,000.00         3.33%\n280 Park Avenue\n4th Floor, East Building\nNew York, NY  10017\nAttention:  Peter Hargraves\n\nKBC Bank                               $90,000,000.00         3.33%\n125 West 55th Street\n10th Floor\nNew York, NY  10019\nAttention:  Robert Surdam\n\nIndustrial Bank of Japan Trust Company $90,000,000.00         3.33%\n1251 Avenue of the Americas\nNew York, New York  10020\nAttention:  Kenneth Biegen\n\nBayerishe Hypo-und Verseinsbank AG     $65,000,000.00         2.41%\n150 East 42nd Street\n31st Floor\nNew York, New York  10017\nAttention:  Marianna Welnzinger\n\nDeutsche Bank AG, New York \na\/o Cayman Island Branches             $65,000,000.00         2.41%\n31 West 52nd Street\nNew York, NY  10019\nAttention:  Ruth Leong\n\nBanque Nationale de Paris              $65,000,000.00         2.41%\n499 Park Avenue\nNew York, NY  10022\nAttention: Rick Pace\n\nParibas                                $65,000,000.00         2.41%\nEquitable Tower\n787 Seventh Avenue\nNew York, NY  10019\nAttention:  Sean Reddington\n\nBank of Tokyo-Mitsubishi (New York)    $50,000,000.00         1.85%\n1251 Avenue of the Americas\n12th Floor\nNew York, NY  10020\nAttention:  Tom Finnessey\n\nThe Bank of New York                   $40,000,000.00         1.48%\nOne Wall Street\n21st Floor\nNew York, NY 10286\nAttention:  William Dakin\n\n \n                                      150\n\nBanca Commerciale Italiana,\nNew York Branch                        $40,000,000.00         1.48%\nOne William Street\nNew York, NY  10004\n\nAttention:  Karen Purelis\n\nBayerische Landesbank \n(New York) - RE                        $25,000,000.00         0.93%\n560 Lexington Avenue\nNew York, NY  10022\nAttention:  James Boyle\n\nBanca Popolare di Milano, New York     $20,000,000.00         0.74%\n375 Park Avenue\n9th Floor\nNew York, NY  10152\nAttention:  Fulvio Montanari\n\n \n                                      151\n\n                                   SCHEDULE II\n\n                              UCC FILING LOCATIONS\n\n         Secretary of State, State of Kansas\n         Register of Deeds, Sedgwick County, Kansas\n\n \n                                      152\n\n                                  SCHEDULE III\n\n                        PROHIBITED FOREIGN JURISDICTIONS\n\n         Kingdom of Cambodia\n         Cuba\n\n         Federal Republic of Yugoslavia (Serbia and Montenegro)\n         Republic of Bosnia-Herzegovina\n         Republic of Croatia\n         Republic of Macedonia\n         Republic of Slovenia\n         Haiti\n         Iran\n         Iraq\n         Libya\n         Nicaragua\n         North Korea\n         Socialist Republic of Viet Nam\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,7104,7234,8652],"corporate_contracts_industries":[9415,9418,9476],"corporate_contracts_types":[9564,9560],"class_list":["post-41232","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-credit-suisse-first-boston-inc","corporate_contracts_companies-raytheon-co","corporate_contracts_industries-financial__banks","corporate_contracts_industries-financial__securities","corporate_contracts_industries-aerospace__space","corporate_contracts_types-finance__factor","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41232","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41232"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41232"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41232"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41232"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}