(B)
IF TO THE ADMINISTRATIVE AGENT, TO:
BARCLAYS BANK PLC
200 PARK AVENUE
NEW YORK, NEW YORK 10166
ATTN:
ASSET SECURITIZATION GROUP
(C)
IF TO THE INDENTURE TRUSTEE, TO:
THE BANK OF NEW YORK
101 BARCLAY STREET
8TH FLOOR WEST
ASSET BACKED SECURITIES UNIT
NEW YORK, NEW YORK 10286
FAX:
(212) 815-2493
(D)
IF TO THE SERVICER, TO:
WILLIS LEASE FINANCE CORPORATION
2320 MARINSHIP WAY, SUITE 300
SAUSALITO, CALIFORNIA 94965
ATTENTION:
COUNSEL
FAX:
415/331-0607
WITH A COPY TO:
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071
ATTENTION:
BRIAN D. KILB
Telephone:
(213) 229-7236
Fax:
(213) 229-7520
(E)
IF TO ANY NOTEHOLDER, AT THE ADDRESS SET FORTH IN THE NOTE
REGISTER, OR TO SUCH OTHER ADDRESS AS ANY PARTY SHALL HAVE PROVIDED TO THE OTHER
PARTIES IN WRITING.
ANY NOTICE REQUIRED TO BE IN WRITING HEREUNDER SHALL BE
DEEMED GIVEN IF SUCH NOTICE IS MAILED BY CERTIFIED MAIL, POSTAGE PREPAID, OR
HAND-DELIVERED (OR, IN THE CASE OF THE ISSUER OR THE SERVICER, BY
INTERNATIONALLY RECOGNIZED COURIER SERVICE) TO THE ADDRESS OF SUCH PARTY AS
PROVIDED ABOVE.
SECTION 14.
AMENDMENTS.
THIS AGREEMENT MAY BE AMENDED FROM TIME TO TIME
BY THE PARTIES HERETO, PROVIDED THAT ANY AMENDMENT MUST BE ACCOMPANIED BY THE
WRITTEN CONSENT OF THE REQUISITE GLOBAL MAJORITY.
PRIOR TO THE EXECUTION OF ANY
AMENDMENT TO THIS AGREEMENT, THE ISSUER WILL PROVIDE NOTICE OF ANY SUCH
AMENDMENT TO EACH RATING AGENCY, IF ANY.
SECTION 15.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT MAY NOT BE ASSIGNED
BY THE ADMINISTRATIVE AGENT EXCEPT TO AN AFFILIATE UNLESS (I) SUCH ASSIGNMENT IS
PREVIOUSLY CONSENTED TO IN WRITING BY THE INDENTURE TRUSTEE (ACTING AT THE
DIRECTION OF THE CONTROL PARTY OF
6
EACH SERIES), (II) SUCH ASSIGNEE IS REASONABLY ACCEPTABLE TO THE ISSUER, AND
(III) EACH RATING AGENCY, IF ANY, SHALL HAVE RECEIVED PRIOR NOTICE OF EACH SUCH
ASSIGNMENT.
SECTION 16.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES.
SECTION 17.
CONSENT TO JURISDICTION.
ANY LEGAL SUIT, ACTION OR
PROCEEDING AGAINST ANY OF THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY
FEDERAL OR STATE COURT IN NEW YORK COUNTY, STATE OF NEW YORK, AND EACH OF THE
PARTIES HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE
PURPOSES OF ENFORCING THIS AGREEMENT, EACH OF THE ISSUER AND THE SERVICER HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY
SUCH SUIT, ACTION OR PROCEEDING.
EACH OF THE ISSUER AND THE SERVICER HEREBY
IRREVOCABLY APPOINTS AND DESIGNATES CT CORPORATION SYSTEMS, 1633 BROADWAY, NEW
YORK, NEW YORK 10019, ITS TRUE AND LAWFUL ATTORNEY-IN-FACT AND