BORROWER'S PROJECTIONS FOR THE
UPCOMING FISCAL YEAR.
ARTICLE VI
AFFIRMATIVE COVENANTS
While the Aggregate Revolving Loan Commitment is outstanding and until payment
in full of the Loans and full and complete payment and performance of all of the
Obligations, the Borrower agrees that it shall, and shall cause its Subsidiaries
to:
56
Section 6.01.
Books and Records.
Keep proper books of record and
account in which full, true and correct entries in all material respects shall
be made of all dealings or transactions in relation to its business and
activities and maintain accounts and reserves in accordance with GAAP, for all
taxes (including income taxes), all depreciation, depletion, obsolescence and
amortization of its properties, all contingencies, and all other reserves, and
maintain all of its Books and Records at the address set forth in Section 3.17,
and shall maintain books and records at all times in accordance with GAAP.
SECTION 6.02.
CERTAIN SUBSIDIARIES.
WITHIN FIVE (5) DAYS AFTER THE
ESTABLISHMENT OF A SUBSIDIARY TO FACILITATE SECURITIZATIONS, NOTIFY THE BANKS
(WHICH NOTICE SHALL BE IN WRITING AND SPECIFY THE NAME AND JURISDICTION OF
ORGANIZATION OF SUCH SUBSIDIARY) OF SUCH ESTABLISHMENT.
SECTION 6.03.
PLACARDS.
AFFIX AND MAINTAIN OR USE ITS BEST EFFORTS TO
CAUSE EACH LESSEE UNDER A LEASE TO AFFIX TO AND MAINTAIN ON THE ELIGIBLE
ENGINE(S) OR ITEM(S) OF ELIGIBLE EQUIPMENT (OTHER THAN ELIGIBLE PARTS) A PLACARD
BEARING AN INSCRIPTION SUBSTANTIALLY IN THE FORM OF "THIS ENGINE IS OWNED BY
WILLIS LEASE FINANCE CORPORATION, OR AN AFFILIATE, AND IS SUBJECT TO A FIRST
PRIORITY SECURITY INTEREST IN FAVOR OF ONE OR MORE FINANCIAL INSTITUTIONS" OR
SUCH OTHER INSCRIPTION AS THE SECURITY AGENT FROM TIME TO TIME MAY REASONABLY
REQUEST.
THE BORROWER SHALL, ON A QUARTERLY BASIS, PROVIDE TO THE
ADMINISTRATIVE AGENT AND THE SECURITY AGENT A LIST OF ALL ELIGIBLE ENGINES OR
ITEMS OF ELIGIBLE EQUIPMENT (OTHER THAN ELIGIBLE PARTS) SUBJECT TO A LEASE
INDICATING, TO THE BEST KNOWLEDGE OF THE BORROWER, WHICH ENGINES HAVE PLACARDS
AFFIXED AND ON WHICH NO SUCH PLACARD IS AFFIXED.
SECTION 6.04.
INSPECTIONS AND AUDITS.
PERMIT THE ADMINISTRATIVE AGENT,
THE SECURITY AGENT AND THE BANKS AND THEIR RESPECTIVE REPRESENTATIVES
(INCLUDING, WITHOUT LIMITATION, AN INDEPENDENT AUDIT FIRM ACCEPTABLE TO THE
ADMINISTRATIVE AGENT AND THE SECURITY AGENT), AT THE EXPENSE OF THE BORROWER,
UPON REASONABLE PRIOR NOTICE, FREE ACCESS DURING NORMAL BUSINESS HOURS TO AND
RIGHT OF INSPECTION AND EXAMINATION OF THE COLLATERAL AND THE BORROWER'S BOOKS,
RECORDS AND PAPERS AND THE RIGHT TO MAKE EXCERPTS THEREFROM AND COPIES AND
TRANSCRIPTS THEREOF, TO DISCUSS, THE AFFAIRS, FINANCES AND ACCOUNTS OF THE
BORROWER WITH THE OFFICERS AND INDEPENDENT ACCOUNTANTS OF THE BORROWER AND TO
CONDUCT ANY AUDIT OR SIMILAR EXAMINATION OF ANY OTHER DOCUMENTS ASSIGNED TO THE
SECURITY AGENT DEEMED TO BE REASONABLY NECESSARY OR APPROPRIATE BY THE
ADMINISTRATIVE AGENT AND THE SECURITY AGENT; PROVIDED, THAT PRIOR TO A DEFAULT,
THE BORROWER SHALL NOT BE REQUIRED TO REIMBURSE THE ADMINISTRATIVE AGENT OR THE
SECURITY AGENT FOR ANY COSTS AND EXPENSES INCURRED PURSUANT TO THIS SECTION 6.03
FOR