EXECUTE AND TO DELIVER AN ENGINE TRANSFER CERTIFICATE PURSUANT TO
SECTION 2.02, NOR THE FAILURE OF THE SELLER TO PAY IN CASH OR KIND THE
COMPENSATION THEREFOR SHALL RENDER SUCH TRANSFER OR OBLIGATION EXECUTORY, NOR
SHALL THE CONTINUED DUTIES OF THE PARTIES PURSUANT TO ARTICLE 4 OR SECTION 7.06
OF THIS AGREEMENT RENDER AN EXECUTED CONVEYANCE EXECUTORY.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 7.01.
AMENDMENT.
THIS AGREEMENT MAY BE
AMENDED FROM TIME TO TIME BY THE SELLER AND THE ISSUER ONLY WITH THE PRIOR
WRITTEN CONSENT OF THE INDENTURE TRUSTEE AS DIRECTED BY EACH CONTROL PARTY OF
EACH SERIES AND UPON PRIOR NOTICE TO EACH RATING AGENCY, IF ANY.
THE ISSUER
SHALL FORWARD COPIES OF ANY AMENDMENT TO THIS AGREEMENT TO THE ADMINISTRATIVE
AGENT AND THE RATING AGENCIES, IF ANY.
SECTION 7.02.
GOVERNING LAW.
THIS AGREEMENT AND ANY
AMENDMENT HEREOF PURSUANT TO SECTION 7.01 SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE SUBSTANTIVE LAWS OF NEW YORK (WITHOUT REGARD TO CHOICE OF
LAW PRINCIPLES) APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 7.03.
NOTICES.
ALL DEMANDS, NOTICES AND
COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING PERSONALLY DELIVERED, OR
SENT BY FACSIMILE (WITH SUBSEQUENT TELEPHONE CONFIRMATION OF RECEIPT THEREOF) OR
SENT BY OVERNIGHT COURIER SERVICE, AT THE FOLLOWING ADDRESS:
(A) SELLER, AT ITS
ADDRESS AT WILLIS LEASE FINANCE CORPORATION, 2320 MARINSHIP WAY, SUITE 300,
SAUSALITO, CALIFORNIA 94965; (B) ISSUER, AT ITS ADDRESS AT WILLIS ENGINE FUNDING
LLC, 2320 MARINSHIP WAY, SUITE 300, SAUSALITO, CALIFORNIA 94965 AND (C) THE
INDENTURE TRUSTEE, THE NOTEHOLDERS, THE RATING AGENCIES AND THE SERIES ENHANCER,
IF ANY, AND ADMINISTRATIVE AGENT AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THE
RELATED SUPPLEMENT.
NOTICE SHALL BE EFFECTIVE AND DEEMED RECEIVED (A) TWO DAYS
AFTER BEING DELIVERED TO THE COURIER SERVICE, IF SENT BY COURIER, (B) UPON
RECEIPT OF CONFIRMATION OF TRANSMISSION, IF SENT BY FACSIMILE OR (C) WHEN
DELIVERED, IF DELIVERED BY HAND.
EITHER PARTY MAY ALTER THE ADDRESS TO WHICH
COMMUNICATIONS ARE TO BE SENT BY
Schedule 2-21
giving notice of such change of address in conformity with the provisions of
this Section 7.03 for giving notice and by otherwise complying with any
applicable terms of this Agreement.
Wherever notice or a report is required to be given or delivered to or from any
party pursuant to this Agreement, a copy of such notice or report shall also be
given or delivered to the Administrative Agent.
SECTION 7.04.
SEVERABILITY OF PROVISIONS.
IF ANY
ONE OR MORE OF THE COVENANTS, AGREEMENTS, PROVISIONS OR TERMS OF THIS AGREEMENT
SHALL BE FOR ANY REASON WHATSOEVER HELD INVALID, THEN SUCH COVENANTS,
AGREEMENTS, PROVISIONS OR TERMS SHALL BE DEEMED SEVERABLE FROM THE REMAINING
COVENANTS, AGREEMENTS, PROVISIONS OR TERMS OF THIS AGREEMENT AND SHALL IN NO WAY
AFFECT THE VALIDITY OR ENFORCEABILITY OF THE OTHER COVENANTS, AGREEMENTS,
PROVISIONS OR TERMS OF THIS AGREEMENT.
SECTION 7.05.
ASSIGNMENT.
NOTWITHSTANDING ANYTHING
TO THE