DULY AUTHORIZED
AGENT FOR THE LIMITED PURPOSE OF ACCEPTING SERVICE OF LEGAL PROCESS AND THE
ISSUER AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL
SERVICE OF SUCH PROCESS ON SUCH PERSON.
EACH OF THE ISSUER AND THE SERVICER
SHALL MAINTAIN THE DESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL
ALL AMOUNTS PAYABLE UNDER THIS AGREEMENT SHALL HAVE BEEN PAID IN FULL.
IF SUCH
AGENT SHALL CEASE TO SO ACT, EACH OF THE ISSUER AND THE SERVICER SHALL
IMMEDIATELY DESIGNATE AND APPOINT ANOTHER SUCH AGENT SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND SHALL PROMPTLY DELIVER TO THE ADMINISTRATIVE AGENT
EVIDENCE IN WRITING OF SUCH OTHER AGENT'S ACCEPTANCE OF SUCH APPOINTMENT.
SECTION 18.
HEADINGS.
THE SECTION HEADINGS HEREOF HAVE BEEN INSERTED
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE CONSTRUED TO AFFECT THE
MEANING, CONSTRUCTION OR EFFECT OF THIS AGREEMENT.
SECTION 19.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL TOGETHER CONSTITUTE BUT ONE
AND THE SAME AGREEMENT.
SECTION 20.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT THAT IS
PROHIBITED OR UNENFORCEABLE UNDER ANY APPLICABLE LAW, RULE OR REGULATION OR THAT
WOULD RESULT IN THE IMPOSITION OF ANY FINE OR ADVERSE REGULATORY OR OTHER
CONSEQUENCE IN ANY JURISDICTION SHALL BE INEFFECTIVE TO THE EXTENT THEREOF
WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 21.
AGREEMENT NOT TO FILE PETITION IN BANKRUPTCY.
THE
ADMINISTRATIVE AGENT HEREBY AGREES THAT IT SHALL NOT INSTITUTE AGAINST, OR JOIN
ANY OTHER PERSON IN INSTITUTING AGAINST, THE ISSUER ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING, OR OTHER
PROCEEDING UNDER ANY INSOLVENCY, BANKRUPTCY OR SIMILAR LAW OF ANY
7
JURISDICTION, FOR ONE YEAR AND A DAY AFTER THE LAST DATE ON WHICH ANY NOTE OF
ANY SERIES WAS OUTSTANDING.
SECTION 22.
BINDING EFFECT THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT
WILL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO.
SECTION 23.
MERGER AND INTEGRATION.
EXCEPT AS SPECIFICALLY STATED
OTHERWISE HEREIN, THIS AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING OF THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND ALL PRIOR UNDERSTANDINGS,
WRITTEN OR ORAL, ARE SUPERSEDED BY THIS AGREEMENT.
THIS AGREEMENT MAY NOT BE
MODIFIED, AMENDED, WAIVED OR SUPPLEMENTED EXCEPT AS PROVIDED HEREIN.
8
EXECUTION COPY
IN WITNESS WHEREOF, the parties have caused this Administration Agreement to be
duly executed and delivered as of the day and year first above written.
WILLIS ENGINE FUNDING LLC, as Issuer
By:
/s/ MONICA J. BURKE
Name: Monica J. Burke
Title: Chief Financial Officer
BARCLAYS BANK PLC, as Administrative Agent
By:
/s/ PIERRE DULEYRIE
Name: Pierre Duleyrie
Title: Director
WILLIS LEASE FINANCE CORPORATION, as
Servicer
By:
/s/ DONALD A. NUNEMAKER
Name: Donald A. Nunemaker
Title: Executive Vice President,
Chief Operating Officer
THE BANK OF NEW YORK, not in its individual
capacity but solely as Indenture Trustee
By:
/s/ SCOTT J. TEPPER
Name: Scott J. Tepper
Title: Assistant Vice President