SECTION 5.02.
QUARTERLY FINANCIAL STATEMENTS.
AS SOON AS AVAILABLE,
BUT IN ANY EVENT WITHIN FORTY-FIVE (45) CALENDAR DAYS AFTER THE END OF EACH OF
THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR, THE CONSOLIDATED AND,
COMMENCING WITH THE FISCAL QUARTER ENDING MARCH 31, 2007, CONSOLIDATING BALANCE
SHEET AND RELATED STATEMENTS OF OPERATIONS, SHAREHOLDERS' EQUITY AND CASH FLOWS
OF THE WILLIS COMPANIES FOR SUCH QUARTERLY PERIOD AND FOR THE PERIOD FROM THE
BEGINNING OF SUCH FISCAL YEAR TO THE END OF SUCH FISCAL QUARTER AND A
CORRESPONDING FINANCIAL STATEMENT FOR THE SAME PERIODS IN THE PRECEDING FISCAL
YEAR CERTIFIED BY AN AUTHORIZED FINANCIAL OFFICER OF THE WILLIS COMPANIES AS
HAVING BEEN PREPARED IN ACCORDANCE WITH GAAP (SUBJECT TO CHANGES RESULTING FROM
AUDITS, YEAR-END ADJUSTMENTS, AND THE ABSENCE OF FOOTNOTES).
SUCH QUARTERLY
STATEMENT SHALL BE ACCOMPANIED BY A COMPLIANCE CERTIFICATE IN THE FORM ATTACHED
HERETO AS EXHIBIT G OR SUCH OTHER FORM AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUEST.
SECTION 5.03.
NO DEFAULT/COMPLIANCE CERTIFICATE.
WITHIN FORTY-FIVE
(45) CALENDAR DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS OF
EACH FISCAL YEAR AND WITHIN NINETY (90) CALENDAR DAYS
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AFTER THE END OF EACH FISCAL YEAR, A COMPLIANCE CERTIFICATE SIGNED BY AN
AUTHORIZED FINANCIAL OFFICER OF THE WILLIS COMPANIES CERTIFYING THAT, AS OF THE
DATE OF SUCH CERTIFICATE, TO THE BEST OF SUCH OFFICER'S KNOWLEDGE, AFTER DUE
INQUIRY, (I) THE BORROWER HAS COMPLIED WITH ALL COVENANTS, AGREEMENTS AND
CONDITIONS IN EACH LOAN DOCUMENT AND THAT EACH REPRESENTATION AND WARRANTY
CONTAINED IN EACH LOAN DOCUMENT IS TRUE AND CORRECT WITH THE SAME EFFECT AS
THOUGH EACH SUCH REPRESENTATION AND WARRANTY HAD BEEN MADE ON THE DATE OF SUCH
CERTIFICATE (EXCEPT (A) TO THE EXTENT SUCH REPRESENTATION OR WARRANTY EXPRESSLY
RELATES TO A SPECIFIC PRIOR DATE, IN WHICH CASE THE REPRESENTATION SHALL BE
UPDATED BY THE BORROWER TO REFLECT ANY CHANGES OCCURRING SINCE THAT PRIOR DATE,
OR (B) TO THE EXTENT THAT ANY EVENTS HAVE OCCURRED THAT REQUIRE A CHANGE TO ANY
SCHEDULE, IN WHICH CASE AN UPDATED SCHEDULE WILL BE DELIVERED BY THE BORROWER IN
ACCORDANCE WITH THE REQUIREMENTS OF SECTION 3.24 HEREOF), AND (II) NO EVENT HAS
OCCURRED AND IS CONTINUING WHICH CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT,
OR DESCRIBING EACH SUCH EVENT AND THE REMEDIAL STEPS BEING TAKEN BY THE
BORROWER, AS APPLICABLE, WHICH COMPLIANCE CERTIFICATE SHALL BE ACCOMPANIED BY A
DETAILED CALCULATION IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT EVIDENCING COMPLIANCE WITH SECTION 7.26 AS AT THE DATE OF SUCH FINANCIAL
STATEMENTS.
SECTION 5.04.
MONTHLY LEASE PORTFOLIO AND RECEIVABLES REPORT.
AS SOON
AS PRACTICABLE AND IN ANY EVENT WITHIN 15 DAYS AFTER THE END OF EACH CALENDAR
MONTH, THE BORROWER SHALL DELIVER TO THE BANKS A REPORT LISTING THE LEASES OF
ENGINES AND EQUIPMENT IN THE ASSET BASE (IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT).
SECTION 5.05.
MONTHLY ASSET BASE CERTIFICATE.
AS SOON AS AVAILABLE,
BUT IN ANY EVENT WITHIN FIFTEEN (15) DAYS AFTER THE END OF THE IMMEDIATELY