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
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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ORAL, ARE SUPERSEDED BY THIS AGREEMENT.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.
SECTION 24.
EFFECT ON ORIGINAL ADMINISTRATION AGREEMENT. THE ISSUER, THE
SERVICER, THE ADMINISTRATIVE AGENT AND THE INDENTURE TRUSTEE HEREBY AGREE THAT
AS OF THE EFFECTIVE DATE THE TERMS AND PROVISIONS OF THE ORIGINAL ADMINISTRATION
AGREEMENT SHALL BE AND HEREBY ARE AMENDED AND RESTATED IN THEIR ENTIRETY BY THE
TERMS AND PROVISIONS OF THIS AGREEMENT.
8
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