GRANT A LIEN ON ITS ASSETS
HEREUNDER OR REQUIRE THE BORROWER TO OBTAIN ANY CONSENT OF ANY PERSON TO AMEND,
MODIFY, WAIVE OR SUPPLEMENT ANY PROVISION OF ANY LOAN DOCUMENT.
SECTION 7.19.
MANAGEMENT FEES.
PAY ANY MANAGEMENT OR OTHER FEES TO ANY
AFFILIATE.
SECTION 7.20.
SUBSIDIARIES.
PERMIT ANY SUBSIDIARY TO CONDUCT ANY
BUSINESS OR OPERATIONS OTHER THAN ITS BASIC BUSINESS, OR TO OWN ANY ASSETS,
ENTER INTO ANY LEASES OR INCUR ANY DEBT OTHER THAN PURSUANT TO ITS BASIC
BUSINESS.
SECTION 7.21.
INVESTMENTS IN SUBSIDIARIES.
EXCEPT FOR THE BORROWER'S
INVESTMENT IN WEST, MAKE OR MAINTAIN INVESTMENTS IN (A) ITS SUBSIDIARIES WHICH
IN THE AGGREGATE EXCEED *** (***%) PERCENT OF (I) *** ($***) DOLLARS MINUS (II)
THE AGGREGATE AMOUNT OF PERMITTED REPURCHASES PURSUANT TO SECTION 7.07 OR (B) IN
ANY ONE SUBSIDIARY WHICH EXCEED IN THE AGGREGATE *** (***%) PERCENT OF THE
MAXIMUM PRINCIPAL AMOUNT OF ANY DEBT FACILITY TO WHICH SUCH SUBSIDIARY IS A
PARTY OR IN RESPECT OF WHICH IT IS LIABLE, MINUS THE AGGREGATE AMOUNT OF
PERMITTED REPURCHASES PURSUANT TO SECTION 7.07.
SECTION 7.22.
OFF-BALANCE SHEET DEBT.
CREATE, INCUR OR PERMIT TO EXIST
ANY DEBT THAT IS NOT OR WOULD NOT BE INCLUDED IN THE CONSOLIDATED FINANCIAL
STATEMENTS DELIVERED PURSUANT TO SECTION 5.01, 5.02 OR 5.03 HEREOF TO THE EXTENT
THAT THE AGGREGATE PRINCIPAL AMOUNT THEREOF SHALL EXCEED, ON THE DATE OF
ISSUANCE THEREOF OR AT ANY TIME THEREAFTER.
***
Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
64
Section 7.23.
No Adverse Selection.
Allow any adverse selection
procedures to be used by the Borrower as between the credit facility established
by this Agreement and any other credit facility to which the Borrower is a party
(including, without limitation, the WEST Funding Facility) in selecting any
Engine or item of Equipment for inclusion in the Asset Base.
SECTION 7.24.
OFAC TRANSACTIONS.
(I) IN A MANNER WHICH WOULD VIOLATE
THE LAWS OF THE UNITED STATES (OTHER THAN PURSUANT TO A LICENSE ISSUED BY THE
UNITED STATES DEPARTMENT OF THE TREASURY, OFFICE OF FOREIGN ASSET CONTROL)
LEASE, OR CONSENT TO ANY SUBLEASE OF, ANY LEASE, THE ASSETS SUBJECT TO SUCH
LEASE AND THE ASSETS DIRECTLY RELATED TO SUCH LEASE TO ANY PERSON THAT IS A
RESTRICTED PERSON; OR (II) DERIVE MORE THAN A DE MINIMIS AMOUNT OF ITS ASSETS OR
OPERATING INCOME FROM INVESTMENTS IN OR TRANSACTIONS WITH ANY SUCH RESTRICTED
PERSON.
SECTION 7.25.
CHANGE OF INCORPORATION.
REINCORPORATE (OR OTHERWISE
REORGANIZE) UNDER THE LAWS OF A JURISDICTION OTHER THAN THAT IN WHICH IT IS
INCORPORATED ON THE DATE HEREOF.
SECTION 7.26.
FINANCIAL COVENANTS.
PERMIT:
(A)
THE WILLIS COMPANIES TO AT ANY TIME SUFFER (I) ANY NET LOSS FOR
THE THEN THREE (3) MOST RECENTLY ENDED CONSECUTIVE FISCAL QUARTERS; OR (II) A
NET LOSS OF IN EXCESS OF $500,000 FOR THE TWO (2) MOST RECENTLY ENDED
CONSECUTIVE FISCAL QUARTERS;
(B)
THE TANGIBLE NET WORTH OF THE WILLIS COMPANIES TO BE LESS THAN THE
SUM OF: (I) $132,000,000, PLUS (II)