PRECEDING CALENDAR MONTH, AN ASSET BASE CERTIFICATE OF THE BORROWER SHOWING, AS
OF THE END OF SUCH CALENDAR MONTH SETTING FORTH, AMONG OTHER THINGS, THE
ELIGIBLE ENGINES AND ELIGIBLE EQUIPMENT THAT ARE SUBJECT TO AN ELIGIBLE LEASE.
THE ASSET BASE CERTIFICATE SHALL ALSO INCLUDE A LIST OF ALL ENGINES AND
EQUIPMENT ACQUIRED BY THE BORROWER SINCE THE DATE OF THE LAST ASSET BASE
CERTIFICATE DELIVERED TO THE BANKS.
THE ASSET BASE CERTIFICATE SHALL ALSO
INCLUDE ANY CHANGES TO THE INFORMATION CONTAINED IN SECTION 1 OF SCHEDULE 1 TO
THE SECURITY AGREEMENT.
SECTION 5.06.
APPRAISALS. WITHIN TWENTY (20) DAYS FOLLOWING THE RECEIPT
BY THE BANKS OF THE ASSET BASE CERTIFICATE COVERING THE LAST MONTH OF A FISCAL
QUARTER, THE BORROWER SHALL PROVIDE THE SECURITY AGENT WITH AN APPRAISAL WITH
RESPECT TO ELIGIBLE ENGINES AND/OR ELIGIBLE EQUIPMENT ADDED TO THE ASSET BASE
DURING THE FISCAL QUARTER JUST ENDED.
IN ADDITION, AT LEAST ONCE PER EACH
FISCAL YEAR, (I) THE BORROWER SHALL PROVIDE THE SECURITY AGENT TO RETAIN AN
APPRAISER TO CONDUCT AN APPRAISAL WITH RESPECT TO ALL ELIGIBLE ENGINES AND
ELIGIBLE EQUIPMENT INCLUDED IN THE ASSET BASE, AND (II) THE SECURITY AGENT MAY
REQUEST THAT AN APPRAISAL BE CONDUCTED WITH RESPECT TO ANY ENGINE OR ITEM OF
EQUIPMENT OFF-LEASE FOR MORE THAN 365 CONSECUTIVE DAYS. EACH APPRAISAL SHALL
ASSIGN SPECIFIC VALUES FOR THE ENGINES COVERED THEREBY.
SECTION 5.07.
COPIES OF DOCUMENTS.
PROMPTLY UPON THEIR BECOMING
AVAILABLE, COPIES OF ANY (A) CORRESPONDENCE OR NOTICES RECEIVED BY THE BORROWER
OR ANY SUBSIDIARY FROM ANY GOVERNMENTAL AUTHORITY WHICH REGULATES THE OPERATIONS
OF THE BORROWER OR ANY SUBSIDIARY, INCLUDING AS TO ENVIRONMENTAL MATTERS AND
HAZARDOUS SUBSTANCES, RELATING TO AN ACTUAL OR THREATENED CHANGE OR DEVELOPMENT
WHICH WOULD HAVE, OR WOULD REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE
EFFECT ON THE BORROWER OR THE WILLIS COMPANIES; (B) WRITTEN REPORTS SUBMITTED TO
THE BORROWER BY ITS INDEPENDENT ACCOUNTANTS IN CONNECTION WITH ANY ANNUAL OR
INTERIM AUDIT OF THE BOOKS OF THE BORROWER MADE BY SUCH ACCOUNTANTS; AND (C) ANY
APPRAISALS RECEIVED BY THE BORROWER OR ANY SUBSIDIARY WITH RESPECT TO ITS
PROPERTIES OR FIXED ASSETS.
SECTION 5.08.
NOTICE OF LITIGATION; CANCELLATION OF INSURANCE;
RESIGNATION OR TERMINATION OF DIRECTORS OR OFFICERS.
PROMPTLY, NOTICE IN
WRITING OF (I) ANY LITIGATION, LEGAL PROCEEDING OR DISPUTE, OTHER THAN DISPUTES
IN THE ORDINARY COURSE OF BUSINESS OR, WHETHER OR NOT IN THE ORDINARY COURSE OF
BUSINESS,
54
INVOLVING AMOUNTS, INDIVIDUALLY OR IN THE AGGREGATE, IN EXCESS OF $2,500,000,
AFFECTING THE BORROWER OR ANY SUBSIDIARY AS A DEFENDANT, WHETHER OR NOT FULLY
COVERED BY INSURANCE, AND REGARDLESS OF THE SUBJECT MATTER THEREOF, OR, IF NO
MONETARY AMOUNTS ARE CLAIMED IN CONNECTION THEREWITH, WHICH PROCEEDING OR
DISPUTE, IF DETERMINED OR RESOLVED AGAINST THE BORROWER OR ANY SUBSIDIARY IS
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE BORROWER OR THE
WILLIS COMPANIES, (II) ANY CANCELLATION OR THREATENED CANCELLATION BY ANY
INSURANCE CARRIER OF ANY INSURANCE POLICY OR POLICIES CARRIED BY THE BORROWER OR
BY ANY OF ITS SUBSIDIARIES ON THE ASSETS AND