TO WHICH IT IS CUSTOMARY FOR AIR CARRIERS FLYING COMPARABLE
ROUTES TO CARRY CONFISCATION OR EXPROPRIATION INSURANCE OR (Y) IN ANY AREA
DESIGNATED BY COMPANIES PROVIDING SUCH COVERAGE AS A RECOGNIZED OR
55
THREATENED WAR ZONE OR AREA OF HOSTILITIES OR AN AREA WHERE THERE IS A
SUBSTANTIAL RISK OF CONFISCATION OR EXPROPRIATION; AND
(G)
ANY "EARLY AMORTIZATION EVENT," EVENT OF DEFAULT OR "SERVICER
TERMINATION EVENT" (AS SUCH TERMS ARE DEFINED IN THE WEST FUNDING FACILITY)
UNDER THE WEST FUNDING FACILITY..
SECTION 5.12.
MATERIAL CONTRACTS.
PROMPTLY UPON RECEIPT THEREOF OR
CONCURRENTLY WITH DELIVERY THEREOF BY THE BORROWER, AS THE CASE MAY BE, COPIES
OF ANY CORRESPONDENCE, REQUESTS, REPORTS, STATEMENTS, CLAIMS, CONSENTS, NOTICES
OR OTHER DOCUMENTS OF ANY KIND RECEIVED OR SENT BY THE BORROWER UNDER OR WITH
RESPECT TO ANY MATERIAL CONTRACT WHICH EVIDENCE OR RELATE TO AN EVENT OR
CIRCUMSTANCE WHICH WOULD HAVE, OR WOULD REASONABLY BE EXPECTED TO HAVE, A
MATERIAL ADVERSE EFFECT ON THE BORROWER OR THE WILLIS COMPANIES.
SECTION 5.13.
SECURITIES AND OTHER REPORTS.
PROMPTLY UPON THE FILING
THEREOF WITH THE SEC ONE COPY OF EACH FINANCIAL STATEMENT, REPORT, NOTICE OR
PROXY STATEMENT SENT BY THE BORROWER TO STOCKHOLDERS GENERALLY, AND, A COPY OF
EACH REGULAR OR PERIODIC REPORT, AND ANY REGISTRATION STATEMENT, OR PROSPECTUS
IN RESPECT THEREOF, FILED BY THE BORROWER WITH ANY SECURITIES EXCHANGE OR WITH
FEDERAL OR STATE SECURITIES AND EXCHANGE COMMISSIONS OR ANY SUCCESSOR AGENCY.
SECTION 5.14.
COPIES OF CHANGES.
SUBJECT TO THE PROHIBITIONS SET FORTH
IN SECTION 7.15 HEREOF, PROMPTLY DELIVER TO THE ADMINISTRATIVE AGENT COPIES OF
ANY MATERIAL AMENDMENTS, MODIFICATIONS OR SUPPLEMENTS TO (I) CERTIFICATE OF
INCORPORATION OR BY-LAWS, (II) ANY MATERIAL CONTRACT AND (III) THE WEST FUNDING
FACILITY, CERTIFIED, WITH RESPECT TO THE CERTIFICATE OF INCORPORATION, BY THE
APPROPRIATE STATE OFFICIALS, AND, WITH RESPECT TO THE OTHER FOREGOING DOCUMENTS,
BY THE SECRETARY OR ASSISTANT SECRETARY OF THE BORROWER.
SECTION 5.15.
POST-CLOSING COVENANT.
(A) NOT LATER THAN THIRTY
(30) DAYS AFTER THE DATE HEREOF, APPRAISALS FROM THE APPRAISER REGARDING THE
ENGINE AND EQUIPMENT PORTFOLIO, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE AGENTS AND (B) NOT LATER THAN TWO WEEKS AFTER THE DATE HEREOF, DELIVER TO
THE ADMINISTRATIVE AGENT A FAVORABLE WRITTEN OPINION OF INDEPENDENT COUNSEL TO
THE BORROWER 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 CREATION AND
PERFECTION OF THE LIEN OF THE SECURITY AGENT ON UCC COLLATERAL AND REQUIRED
GOVERNMENTAL APPROVALS AND CONSENTS FROM THE STATE OF CALIFORNIA.
SECTION 5.16.
OTHER INFORMATION.
PROMPTLY AFTER A REQUEST THEREFOR,
SUCH OTHER INFORMATION AS TO THE BUSINESS, AFFAIRS, FINANCIAL CONDITION OR
INFORMATION EVIDENCING COMPLIANCE WITH THE REQUIREMENTS OF THIS AGREEMENT, THE
NOTES AND THE OTHER LOAN DOCUMENTS, AND SUCH OTHER DATA AND INFORMATION OF ANY
NATURE RELATING TO THE BORROWER OR ANY SUBSIDIARY AS EITHER THE ADMINISTRATIVE
AGENT, THE SECURITY AGENT OR THE MAJORITY BANKS MAY REASONABLY REQUEST FROM TIME
TO TIME INCLUDING, WITHOUT LIMITATION, THE