GENERAL INTERPRETIVE PRINCIPLES.
FOR
PURPOSES OF THIS AGREEMENT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED OR UNLESS THE
CONTEXT OTHERWISE REQUIRES:
(A)
THE TERMS DEFINED IN THIS AGREEMENT HAVE
THE MEANINGS ASSIGNED TO THEM IN THIS AGREEMENT AND INCLUDE THE PLURAL AS WELL
AS THE SINGULAR, AND THE USE OF ANY GENDER HEREIN SHALL BE DEEMED TO INCLUDE THE
OTHER GENDER;
(B)
ACCOUNTING TERMS NOT OTHERWISE DEFINED
HEREIN HAVE THE MEANINGS ASSIGNED TO THEM IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES AS IN EFFECT ON THE DATE HEREOF;
(C)
REFERENCES HEREIN TO "ARTICLES",
"SECTIONS", "SUBSECTIONS", "PARAGRAPHS" AND OTHER SUBDIVISIONS WITHOUT REFERENCE
TO A DOCUMENT ARE TO DESIGNATED ARTICLES, SECTIONS, SUBSECTIONS, PARAGRAPHS AND
OTHER SUBDIVISIONS OF THIS AGREEMENT;
(D)
A REFERENCE TO A SUBSECTION SECTION WITHOUT
FURTHER REFERENCE TO A SECTION IS A REFERENCE TO SUCH SUBSECTION SECTION AS
CONTAINED IN THE SAME SECTION IN WHICH THE REFERENCE APPEARS, AND THIS RULE
SHALL ALSO APPLY TO PARAGRAPHS AND OTHER SUBDIVISIONS;
(E)
THE WORDS "HEREIN", "HEREOF", "HEREUNDER"
AND OTHER WORDS OF SIMILAR IMPORT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO
ANY PARTICULAR PROVISION; AND
(F)
THE TERM "INCLUDE" OR "INCLUDING" SHALL
MEAN WITHOUT LIMITATION BY REASON OF ENUMERATION.
SECTION 7.14.
THIRD-PARTY BENEFICIARIES.
THIS
AGREEMENT WILL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO,
THE INDENTURE TRUSTEE AND THE NOTEHOLDERS, AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
SECTION 7.15.
EFFECT ON ORIGINAL SALE AGREEMENT.
THE SELLER AND THE ISSUER HEREBY AGREE THAT AS OF THE EFFECTIVE DATE THE TERMS
AND PROVISIONS OF THE ORIGINAL SALE AGREEMENT SHALL BE AND HEREBY ARE AMENDED
AND RESTATED IN THEIR ENTIRETY BY THE TERMS AND PROVISIONS OF THIS AGREEMENT.
Schedule 2-23
IN WITNESS WHEREOF, the Seller and the Issuer have caused this Amended and
Restated Contribution and Sale Agreement to be duly executed by their respective
officers as of the day and year first above written.
WILLIS LEASE FINANCE CORPORATION
By:
/s/ DONALD A. NUNEMAKER
Name:
Donald A. Nunemaker
Title:
Executive Vice President
Chief Operating Officer
WILLIS ENGINE FUNDING LLC
By:
/s/ MONICA J. BURKE
Name:
Monica J. Burke
Title:
Chief Financial Officer
Schedule 2-24
SCHEDULE 1 to
Amended and Restated Contribution And Sale Agreement
"Contribution Percentage" means
percent (
%).*
*
This redacted material has been
omitted pursuant to a request for confidential treatment, and the material has
been filed separately with the Commission.
Schedule 1-1