AUTHORIZED THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS CUSTODIAL AGREEMENT, HAS DULY
EXECUTED AND DELIVERED THIS CUSTODIAL AGREEMENT AND THIS CUSTODIAL AGREEMENT
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF CUSTODIAN, ENFORCEABLE
AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEMENT OF SUCH TERMS MAY
BE LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING THE ENFORCEMENT
OF CREDITORS' RIGHTS GENERALLY AND BY THE AVAILABILITY OF EQUITABLE REMEDIES;
AND
(C)
CUSTODIAN IS A SEPARATE AND INDEPENDENT ENTITY FROM ISSUER AND
SERVICER, DOES NOT OWN A CONTROLLING INTEREST IN ISSUER OR SERVICER EITHER
DIRECTLY OR THROUGH AFFILIATES AND NO DIRECTOR OR OFFICER OF CUSTODIAN IS ALSO A
DIRECTOR OR OFFICER OF ISSUER OR SERVICER.
XIV.
NOTICES.
ALL DEMANDS, NOTICES AND COMMUNICATIONS HEREUNDER, EXCEPT AS
OTHERWISE PROVIDED HEREIN, SHALL BE IN WRITING AND SHALL BE EFFECTIVE UPON
RECEIPT TO:
(A)
IN THE CASE OF CUSTODIAN:
BNY Midwest Trust Company
2 North LaSalle Street
Lower Level
Chicago, Illinois 60602
Attention:
Ms. Diane Moser
Fax No.:
(312) 827-8588
Telephone No.:
(312) 827-8680
9
(B)
IN THE CASE OF ISSUER:
Willis Engine Funding LLC
2320 Marinship Way, Suite 300
Sausalito, California 94965
Attention:
Counsel
Fax No.:
(415) 331-5167
Telephone No.:
(415) 331-5281
(C)
IN THE CASE OF SERVICER:
Willis Lease Finance Corporation
2320 Marinship Way, Suite 300
Sausalito, California 94965
Attention:
Counsel
Fax No.:
(415) 331-5167
Telephone No.:
(415) 331-5281
(D)
IN THE CASE OF DEAL AGENT:
Barclays Bank PLC
200 Park Avenue
New York, New York 10166
Fax No.:
(212) 412-6846
Telephone No.:
(212) 412-2932
(E)
IN THE CASE OF INDENTURE TRUSTEE:
The Bank of New York
101 Barclay Street
8th Floor West
New York, New York 10286
Attention:
Asset Backed Securities Unit
Fax No.:
(212) 815-2493
Telephone No.:
(212) 815-8332
XV.
FACSIMILE NOTICES.
ALL PARTIES TO THIS CUSTODIAL AGREEMENT AGREE THAT
WHERE ANY WRITTEN CONSENT OR NOTICE IS REQUIRED OF ANY PARTY THAT A FACSIMILE
TRANSMISSION SIGNED ON BEHALF OF SUCH PARTY WILL BE SUFFICIENT TO SERVE AS SUCH
WRITTEN CONSENT OR NOTICE.
CUSTODIAN MAY ACT UPON ANY INSTRUMENT OR OTHER
WRITING BELIEVED BY IT IN GOOD FAITH TO BE GENUINE AND SIGNED OR PRESENTED BY
THE PROPER PERSON.
EACH PARTY TO THIS CUSTODIAL AGREEMENT SHALL PROVIDE
CUSTODIAN WITH THE NAMES OF PERSONS AUTHORIZED, SUBJECT TO CHANGE BY SUBSEQUENT
NOTICE RECEIVED IN WRITING BY CUSTODIAN, TO RECEIVE THE COLLATERAL FILES, TO
SIGN CONSENTS AND NOTICES OR OTHERWISE ACT ON BEHALF OF THOSE RESPECTIVE
PARTIES.
EACH PARTY SHALL ADDITIONALLY PROVIDE SAMPLE SIGNATURES FOR SUCH
AUTHORIZED PERSONS.
10
XVI.
GOVERNING LAW AND JURISDICTION; WAIVER OF JURY TRIAL.
THIS CUSTODIAL
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK GOVERNING AGREEMENTS MADE AND TO BE PERFORMED THEREIN, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
THE PARTIES HERETO AGREE TO SUBMIT TO PERSONAL JURISDICTION IN
THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS CUSTODIAL
AGREEMENT.
THE PARTIES HERETO EACH HEREBY WAIVE THE