T. ORTON, (B) IF TO THE
ORIGINAL OWNER PARTICIPANT TO:
WILLIS LEASE FINANCE CORPORATION, 773 SAN MARIN
DRIVE, SUITE 2225, NOVATO, CA 94998, TELECOPIER:
(415) 408-4702, ATTENTION:
GENERAL COUNSEL OR (C) IF TO A SUBSEQUENT OWNER PARTICIPANT, ADDRESSED TO SUCH
SUBSEQUENT OWNER PARTICIPANT AT SUCH ADDRESS AS SUCH SUBSEQUENT OWNER
PARTICIPANT SHALL HAVE FURNISHED BY NOTICE TO THE PARTIES HERETO.
SECTION 11.06
SEVERABILITY.
SUBJECT TO SECTIONS 11.06 AND 11.12 HEREOF,
ANY PROVISION HEREOF WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION
SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION
OR UNENFORCEABILITY 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.
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SECTION 11.07
WAIVERS, ETC.
NO TERM OR PROVISION HEREOF MAYBE CHANGED,
WAIVED, DISCHARGED OR TERMINATED ORALLY, BUT ONLY BY AN INSTRUMENT IN WRITING
ENTERED INTO IN COMPLIANCE WITH THE TERMS OF ARTICLE X HEREOF; AND ANY WAIVER OF
THE TERMS HEREOF SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE
SPECIFIC PURPOSE GIVEN.
SECTION 11.08
COUNTERPARTS.
THIS TRUST AGREEMENT MAY BE EXECUTED BY THE
PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND
DELIVERED SHALL BE AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL TOGETHER
CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
SECTION 11.09
BINDING EFFECT, ETC.
ALL COVENANTS AND AGREEMENTS
CONTAINED HEREIN SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF, THE OWNER
TRUSTEE AND ITS SUCCESSORS AND ASSIGNS, AND THE OWNER PARTICIPANT, ITS
SUCCESSORS AND, TO THE EXTENT PERMITTED BY ARTICLE VIII HEREOF, ITS ASSIGNS.
ANY REQUEST, NOTICE, DIRECTION, CONSENT, WAIVER OR OTHER INSTRUMENT OR ACTION BY
AN OWNER PARTICIPANT SHALL BIND ITS SUCCESSORS AND ASSIGNS.
SECTION 11.10
HEADINGS; REFERENCES.
THE HEADINGS OF THE VARIOUS
ARTICLES AND SECTIONS HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
DEFINE OR LIMIT ANY OF THE TERMS OR PROVISIONS HEREOF.
SECTION 11.11
GOVERNING LAW.
IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS MORTGAGE AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING
CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
[Remainder of page intentionally left blank; signatures on following pages]
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
WILLIS LEASE FINANCE CORPORATION
By:
Name :
Title:
WELLS FARGO BANK NORTHWEST, N.A.
By:
Name:
Title:
N-S-1
Exhibit O
Form of Placard
Placard to be used for Engines owned by Owner Trustee:
THIS ENGINE IS OWNED BY AND LEASED FROM WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, AS OWNER TRUSTEE, AND IS SUBJECT TO A FIRST PRIORITY SECURITY
INTEREST IN FAVOR OF ONE OR MORE FINANCIAL INSTITUTIONS.
C/O