OVER OR, DIRECT THE FLOW OF FUNDS OF, THE BORROWER'S DEPOSIT ACCOUNTS.
SECTION 3.30.
DEPRECIATION POLICIES.
THE BORROWER'S DEPRECIATION
POLICIES WITH RESPECT TO THE ENGINES AND THE EQUIPMENT ARE AS SET FORTH ON
SCHEDULE 3.30.
THESE POLICIES HAVE BEEN IN EFFECT SUBSTANTIALLY WITHOUT CHANGE
SINCE JANUARY 1, 1997.
ARTICLE IV
THE CLOSING; CONDITIONS TO THE LOANS
SECTION 4.01.
CONDITIONS TO CLOSING.
THE EFFECTIVENESS OF THIS
AGREEMENT SHALL BE SUBJECT TO THE FULFILLMENT (TO THE SATISFACTION OF THE
ADMINISTRATIVE AGENT AND THE BANKS) OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
THE BORROWER SHALL HAVE EXECUTED AND DELIVERED TO THE SECURITY
AGENT, WITH SUFFICIENT ORIGINAL COUNTERPART COPIES FOR EACH BANK, THIS
AGREEMENT, A NOTE FOR EACH BANK, THE SECURITY AGREEMENT, THE MORTGAGE, AND THE
SHARE PLEDGE AGREEMENT.
(B)
THE OTHER PARTIES TO THE FOLLOWING AGREEMENTS SHALL HAVE DULY
EXECUTED AND DELIVERED SUCH AGREEMENTS: THE OWNER TRUSTEE GUARANTEES, THE OWNER
TRUSTEE MORTGAGES, THE BENEFICIAL INTEREST PLEDGE AGREEMENTS, AND THE LEASING
SUBSIDIARY SECURITY ASSIGNMENT.
EACH SUBSIDIARY OTHER THAN WEST AND THE WEST
SUBSIDIARIES SHALL HAVE EXECUTED AND DELIVERED A SUBSIDIARY GUARANTY.
(C)
THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT THE
FOLLOWING, EACH OF WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT:
(I)
A CERTIFICATE OF THE SECRETARY OF THE BORROWER DATED AS OF THE
DATE HEREOF CERTIFYING (X) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF
RESOLUTIONS ADOPTED BY ITS BOARD OF DIRECTORS AUTHORIZING THE EXECUTION,
DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO BE EXECUTED BY IT, (Y) THAT
ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF ITS CERTIFICATE OF INCORPORATION
AND BY-LAWS AND (Z) AS TO THE INCUMBENCY AND GENUINENESS OF THE SIGNATURE OF
EACH OFFICER AUTHORIZED TO EXECUTE AND DELIVER LOAN DOCUMENTS; AND
(II)
GOOD STANDING CERTIFICATES AS OF A DATE NOT MORE THAN TWENTY (20)
DAYS PRIOR TO THE DATE HEREOF WITH RESPECT TO THE BORROWER FROM THE SECRETARY OF
STATE OF DELAWARE AND ALL OTHER JURISDICTIONS IN WHICH THE BORROWER IS QUALIFIED
TO DO BUSINESS, OTHER THAN THOSE JURISDICTIONS IN WHICH THE FAILURE TO BE SO
QUALIFIED WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE BORROWER OR THE WILLIS
COMPANIES.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FAVORABLE WRITTEN
OPINIONS, DATED AS OF THE DATE HEREOF, OF INDEPENDENT AND INTERNAL COUNSEL TO
THE BORROWER AND THE OWNER TRUSTEE IN EACH CASE ACCEPTABLE TO THE ADMINISTRATIVE
AGENT, ADDRESSED TO THE AGENTS AND THE BANKS (AND THEIR RESPECTIVE PARTICIPANTS
AND ASSIGNS) AND OTHERWISE IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT AS TO SUCH MATTERS AS THE ADMINISTRATIVE AGENT SHALL
DETERMINE.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF THE
CHIEF FINANCIAL OFFICER OF THE BORROWER DATED AS OF THE DATE HEREOF IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT CONFIRMING THE SOLVENCY OF
THE BORROWER AND COMPLIANCE BY THE BORROWER WITH THE PROVISIONS OF SECTION 7.26
OF THIS AGREEMENT, ACCOMPANIED BY A DETAILED CALCULATION THEREOF.
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(F)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE FROM