COMMERCIAL PAPER NOTES SHALL HAVE CONFIRMED
THAT SUCH AMENDMENT WILL NOT RESULT IN A REDUCTION OR WITHDRAWAL OF ITS THEN
EFFECTIVE RATING OF THE COMMERCIAL PAPER NOTES, AND THEN SUCH AMENDMENT, WAIVER
OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE FOR WHICH GIVEN.
SECTION 10.02.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREUNDER SHALL, UNLESS OTHERWISE STATED HEREIN, BE IN WRITING (INCLUDING
TELECOPIES) OR DELIVERED BY OVERNIGHT COURIER SERVICE, AS TO EACH PARTY HERETO,
AT ITS ADDRESS SET FORTH BELOW OR AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED
BY SUCH PARTY IN A WRITTEN NOTICE TO THE OTHER PARTIES HERETO.
ALL SUCH NOTICES
AND COMMUNICATIONS SHALL, WHEN TELECOPIED OR SENT BY OVERNIGHT DELIVERY
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SERVICE, BE EFFECTIVE WITH RESPECT TO TELECOPY NOTICES, WHEN THE SENDING MACHINE
RECEIVES CONFIRMATION OF THE TRANSMISSION, AND WITH RESPECT TO OVERNIGHT
DELIVERY SERVICE WHEN CONFIRMED BY SIGNED RECEIPT.
If to the Subclass A-2 Note Purchaser:
Sheffield Receivables Corporation
c/o Barclays Bank PLC
222 Broadway
New York, New York 10038
Attention:
Asset Securitization Group
Telephone No.
(212) 412-3266
Facsimile No. (212) 412-6846
If to the Issuer:
Willis Engine Funding LLC
2320 Marinship Way
Suite 300
Sausalito, California 94965
Telephone No.
(415) 331-5281
Facsimile No.
(415) 331-5167
If to Purchaser's Agent:
Barclays Bank PLC
222 Broadway
New York, New York 10038
Attention:
Asset Securitization Group
Telephone No.
(212) 412-3266
Facsimile No.
(212) 412-6846
SECTION 10.03.
NO WAIVER; REMEDIES.
NO FAILURE ON THE PART OF ANY PARTY HERETO
TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT HEREUNDER SHALL OPERATE AS A
WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT HEREUNDER
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT.
THE REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY
REMEDIES PROVIDED BY LAW.
SECTION 10.04.
BINDING EFFECT; ASSIGNABILITY.
THIS SUBCLASS A-2 NOTE PURCHASE
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE ISSUER, THE
PURCHASER'S AGENT AND THE SUBCLASS A-2 NOTE PURCHASER AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS (INCLUDING ANY SUBSEQUENT HOLDERS OF THE SUBCLASS A-2
NOTE); PROVIDED, HOWEVER, THAT THE ISSUER SHALL NOT HAVE THE RIGHT TO ASSIGN ITS
RIGHTS HEREUNDER OR ANY INTEREST HEREIN (BY OPERATION OF LAW OR OTHERWISE)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE SUBCLASS A-2 NOTE PURCHASER.
THE
ISSUER ACKNOWLEDGES THAT THE SUBCLASS A-2 NOTE PURCHASER MAY AT ANY TIME ASSIGN
ANY AND ALL OF ITS RIGHTS HEREUNDER TO THE SHEFFIELD OWNERS.
THIS SUBCLASS A-2
NOTE PURCHASE AGREEMENT SHALL CREATE AND CONSTITUTE THE CONTINUING OBLIGATION OF
THE PARTIES HERETO IN ACCORDANCE WITH ITS TERMS,
25
AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL SUCH TIME AS ALL AMOUNTS PAYABLE
WITH RESPECT TO THE SUBCLASS A-2 NOTE SHALL HAVE BEEN PAID IN FULL.
SECTION 10.05.
PROVISION OF DOCUMENTS AND INFORMATION.
THE ISSUER ACKNOWLEDGES
AND AGREES THAT THE SUBCLASS A-2 NOTE PURCHASER AND THE PURCHASER'S AGENT ARE
PERMITTED TO PROVIDE TO THE SHEFFIELD PURCHASERS, THE PLACEMENT AGENTS FOR