BORROWER MAINTAINS, SPONSORS,
CONTRIBUTES TO OR IS OBLIGATED TO CONTRIBUTE TO, PROVIDES OR WILL PROVIDE
POST-RETIREMENT BENEFITS, INCLUDING, WITHOUT LIMITATION, DEATH OR MEDICAL
BENEFITS OTHER THAN (I) COVERAGE MANDATED BY APPLICABLE LAW, (II) RETIREMENT OR
DEATH BENEFITS
44
UNDER ANY PLAN OR (III) DISABILITY BENEFITS UNDER ANY WELFARE PLAN PROVIDED FOR
BY PAID-UP INSURANCE OR OTHERWISE.
(G)
NEITHER THE BORROWER NOR THE ASSETS OF THE BORROWER ARE OR ARE
DEEMED TO BE "PLAN ASSETS" WHETHER BY OPERATION OF LAW OR UNDER REGULATIONS
PROMULGATED UNDER ERISA.
(H)
NO CONDITION EXISTS AND NO EVENT HAS OCCURRED WHICH WOULD CAUSE
THE BORROWER TO HAVE ANY LIABILITY UNDER TITLE IV OF ERISA FOR THE TERMINATION
OF OR WITHDRAWAL FROM A PLAN.
SECTION 3.17.
PRINCIPAL PLACE OF BUSINESS.
EXCEPT AS OTHERWISE NOTED
ON SCHEDULE 3.17 HERETO, THE PRINCIPAL PLACE OF BUSINESS OF THE BORROWER AND THE
BOOKS AND RECORDS OF THE BORROWER ARE AND HAVE BEEN FOR AT LEAST THE PAST FIVE
YEARS LOCATED AT THE ADDRESS INDICATED FOR THE BORROWER IN SECTION 11.09 OR SUCH
OTHER LOCATION AS TO WHICH THE BORROWER HAS PROVIDED NOTICE PURSUANT TO, AND
OTHERWISE COMPLIED WITH THE PROVISIONS OF, SECTION 7.16.
SECTION 3.18.
REGULATED COMPANY.
NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES IS AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED, OR
SUBJECT TO ANY OTHER LAW WHICH PURPORTS TO REGULATE OR RESTRICT
ITS ABILITY TO BORROW MONEY OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THE LOAN DOCUMENTS OR TO PERFORM ITS OBLIGATIONS HEREUNDER OR THEREUNDER.
SECTION 3.19.
DEBT; BANK ACCOUNTS.
SCHEDULE 3.19 SETS FORTH A TRUE AND
COMPLETE LIST OF ALL EXISTING DEBT FOR BORROWED MONEY OF THE BORROWER AND A LIST
OF ALL BANK OR OTHER DEPOSITARY ACCOUNTS OF THE BORROWER AND EACH SUBSIDIARY
WHICH IS A PARTY TO THE LOAN DOCUMENTS.
SECTION 3.20.
SOLVENCY.
THE BORROWER IS SOLVENT PRIOR TO, AND WILL BE
SOLVENT AFTER GIVING EFFECT TO, THE TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS AND THE MAKING OF THE LOANS TO BE MADE HEREUNDER.
THE CAPITAL OF THE
BORROWER IS ADEQUATE FOR THE BUSINESS AND OPERATIONS OF THE BORROWER.
SECTION 3.21.
MATERIAL CONTRACTS.
SCHEDULE 3.21 CONTAINS A TRUE,
CORRECT AND COMPLETE LIST OF ALL OF THE INSTRUMENTS, AGREEMENTS AND CONTRACTS,
THE TERMINATION, RESCISSION OR BREACH OF ANY OF WHICH, IN THE REASONABLE
JUDGMENT OF THE BORROWER, IS LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE
BORROWER OR THE WILLIS COMPANIES. THE MATERIAL CONTRACTS ARE IN FULL FORCE AND
EFFECT AND THERE HAVE BEEN NO AMENDMENTS, MODIFICATIONS OR SUPPLEMENTS THERETO,
EXCEPT AS SET FORTH IN SUCH SCHEDULE 3.21, AND NEITHER THE BORROWER NOR ANY
SUBSIDIARY IS IN DEFAULT OF ANY OF ITS OBLIGATIONS, AGREEMENTS, REPRESENTATIONS
OR WARRANTIES THEREUNDER WHICH DEFAULT WOULD PERMIT THE OTHER PARTY OR PARTIES
THERETO TO TERMINATE SUCH MATERIAL CONTRACT OR EXERCISE OTHER RIGHTS OR REMEDIES
AGAINST THE BORROWER.
SECTION 3.22.
LEASES, ENGINES AND EQUIPMENT.
EACH ENGINE AND ITEM OF
EQUIPMENT INCLUDED IN THE ASSET