CERTIFICATE PROVIDED TO THE
AGENTS NOT MORE THAN TEN (10) BUSINESS DAYS PRIOR TO THE DATE OF SUCH
REPURCHASE) AND (Z) SUCH REPURCHASED SHARES ARE CANCELLED (ANY SUCH REPURCHASE
BEING A "PERMITTED REPURCHASE");
(B)
DECLARE OR PAY ANY CASH DIVIDENDS OR MAKE ANY DISTRIBUTION OF CASH
OR OTHER PROPERTY OF ANY KIND ON ITS OUTSTANDING STOCK OR OTHER EQUITY
INTERESTS, OR SET ASIDE ANY SUM FOR ANY SUCH PURPOSE; PROVIDED ̧ HOWEVER, THAT
THE BORROWER SHALL BE PERMITTED TO DECLARE AND PAY DIVIDENDS ON SHARES OF ITS
PREFERRED STOCK IF NO DEFAULT OR EVENT OF DEFAULT EXISTS PRIOR TO OR AFTER
GIVING EFFECT TO SUCH DECLARATION, PAYMENT OR RESERVE FOR PAYMENT;
SECTION 7.08.
ISSUANCE AND PLEDGE OF EQUITY.
(A)
ISSUE ANY ADDITIONAL
CORPORATE INTERESTS OR SHARES, OR ANY RIGHT OR OPTION TO ACQUIRE ANY CORPORATE
INTERESTS, OR ANY SECURITY CONVERTIBLE INTO ANY CORPORATE INTERESTS, OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES, EXCLUDING (I) THE ISSUANCE OF SHARES OF
COMMON STOCK OF THE BORROWER OR OPTIONS TO ACQUIRE COMMON STOCK OF THE BORROWER
AND (II) THE ISSUANCE OF SUCH SHARES, SECURITIES OR OTHER INTERESTS OF
SUBSIDIARIES TO THE BORROWER.
(B)
PLEDGE, MORTGAGE, HYPOTHECATE OR CREATE, OR SUFFER TO EXIST A LIEN
ON, THE EQUITY OF ANY SUBSIDIARY (OTHER THAN A LIEN ON ALL OF THE EQUITY
INTEREST IN WEST OR THE WEST SUBSIDIARIES IN FAVOR OF THE INDENTURE TRUSTEE (AS
SUCH TERM IS DEFINED IN THE WEST FUNDING FACILITY) IN FAVOR OF ANY PERSON OTHER
THAN THE SECURITY AGENT.
SECTION 7.09.
PREPAYMENTS.
REDEEM, OR MAKE ANY VOLUNTARY OR OPTIONAL
PREPAYMENT OR OFFER TO MAKE ANY PAYMENT OR PREPAYMENT, WHETHER OPTIONAL OR
MANDATORY, OF ANY DEBT (PROVIDED, THAT THE BORROWER SHALL BE PERMITTED TO
REDEEM, PREPAY, OR REFINANCE EXISTING DEBT IF SUCH REDEMPTION, PREPAYMENT, OR
REFINANCING (I) IS IN THE ORDINARY COURSE OF THE BORROWER'S BUSINESS, AND
(II) NO DEFAULT EXISTS PRIOR TO OR AFTER SUCH REFINANCING), OR AMEND, MODIFY OR
CHANGE, OR CONSENT OR AGREE TO ANY AMENDMENT, MODIFICATION OR CHANGE TO ANY OF
THE TERMS RELATING TO THE PAYMENT OR PREPAYMENT OR PRINCIPAL OF OR INTEREST ON,
ANY SUCH DEBT, IN ANY MANNER WHICH COULD REASONABLY BE DEEMED TO HAVE A MATERIAL
ADVERSE EFFECT ON THE BORROWER OR THE WILLIS COMPANIES.
SECTION 7.10.
ACQUISITIONS AND INVESTMENTS.
(A) CREATE OR ALLOW TO
EXIST ANY SUBSIDIARY (UNLESS WITH RESPECT TO SUBSIDIARIES OTHER THAN SPECIAL
PURPOSE FINANCE VEHICLES, THE SAME SHALL HAVE EXECUTED AND DELIVERED TO THE
SECURITY AGENT AND THE ADMINISTRATIVE AGENT A SUBSIDIARY GUARANTY AND (WITH
RESPECT TO SUBSIDIARIES OTHER THAN WEST AND THE WEST SUBSIDIARIES) A JOINDER
AGREEMENT TO THE SECURITY AGREEMENT IN FORM ACCEPTABLE TO THE SECURITY AGENT
CREATING IN FAVOR OF THE SECURITY AGENT A FIRST PRIORITY PERFECTED LIEN ON ITS
ASSETS, PROVIDED THAT SUCH LIEN SHALL BE SUBJECT AND SUBORDINATE TO ANY
PERMITTED LIEN ON ASSETS SECURING DEBT PERMITTED UNDER SECTION 7.01(B) OR (C)
HEREOF UNLESS THE BORROWER, DESPITE THE EXERCISE OF REASONABLE EFFORTS, SHALL BE
UNABLE TO CLOSE SUCH FINANCING WITH THE SECURITY AGENT'S SUBORDINATE