WITH RESPECT TO
SUCH ENGINE, TURBOPROP ENGINE AND/OR LEASE, AS APPLICABLE.
(I)
NO MATERIAL ADVERSE CHANGE SHALL HAVE OCCURRED SINCE DECEMBER 31,
2005.
(J)
THE COMMITMENT TERMINATION DATE SHALL NOT HAVE OCCURRED.
52
(k)
All requisite filings of UCC financing statements shall have been
made, and all other required filings and actions shall have been made and taken,
in order to fully perfect the Lien of the Security Agent on behalf of the Banks
on the Collateral.
ARTICLE V
DELIVERY OF FINANCIAL REPORTS,
DOCUMENTS AND OTHER INFORMATION
While the Aggregate Revolving Loan Commitment is outstanding and until payment
in full of the Loans and full and complete performance of all of the
Obligations, the Borrower agrees to deliver to the Administrative Agent and each
of the Banks:
SECTION 5.01.
ANNUAL FINANCIAL STATEMENTS.
ANNUALLY, AS SOON AS
AVAILABLE, BUT IN ANY EVENT NO LATER THAN NINETY (90) DAYS AFTER THE END OF EACH
FISCAL YEAR, THE CONSOLIDATED AND CONSOLIDATING BALANCE SHEET OF THE WILLIS
COMPANIES AS OF THE END OF SUCH YEAR AND THE PRIOR YEAR IN COMPARATIVE FORM, AND
RELATED STATEMENTS OF OPERATIONS, SHAREHOLDERS' EQUITY, AND CASH FLOWS FOR SUCH
FISCAL YEAR AND THE PRIOR FISCAL YEAR IN COMPARATIVE FORM, EACH OF WHICH SHALL
BE IN REASONABLE DETAIL WITH APPROPRIATE NOTES, AND SHALL BE PREPARED IN
ACCORDANCE WITH GAAP.
THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS SHALL BE
CERTIFIED (WITHOUT ANY QUALIFICATION OR EXCEPTION) BY KPMG LLP OR OTHER
INDEPENDENT PUBLIC ACCOUNTANTS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT.
SUCH FINANCIAL STATEMENTS SHALL BE ACCOMPANIED BY A REPORT OF SUCH
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS STATING THAT, IN THE OPINION OF SUCH
ACCOUNTANTS, SUCH FINANCIAL STATEMENTS PRESENT FAIRLY, IN ALL MATERIAL RESPECTS,
THE FINANCIAL POSITION, AND THE RESULTS OF OPERATIONS AND THE CASH FLOWS OF THE
WILLIS COMPANIES FOR THE PERIOD THEN ENDED IN CONFORMITY WITH GAAP, EXCEPT FOR
INCONSISTENCIES RESULTING FROM CHANGES IN ACCOUNTING PRINCIPLES AND METHODS
AGREED TO BY SUCH ACCOUNTANTS AND SPECIFIED IN SUCH REPORT, AND THAT, IN THE
CASE OF SUCH FINANCIAL STATEMENTS, THE EXAMINATION BY SUCH ACCOUNTANTS OF SUCH
FINANCIAL STATEMENTS HAS BEEN MADE IN ACCORDANCE WITH GENERALLY ACCEPTED
AUDITING STANDARDS AND ACCORDINGLY INCLUDED EXAMINING, ON A TEST BASIS, EVIDENCE
SUPPORTING THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL STATEMENTS AND ASSESSING
THE ACCOUNTING PRINCIPLES USED AND SIGNIFICANT ESTIMATES MADE, AS WELL AS
EVALUATING THE OVERALL FINANCIAL STATEMENT PRESENTATION.
SUCH ANNUAL FINANCIAL
STATEMENTS 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.
IN ADDITION TO THE ANNUAL FINANCIAL STATEMENTS, THE
BORROWER SHALL, PROMPTLY UPON RECEIPT THEREOF, FURNISH TO THE BANKS A COPY OF
THE PORTION OF EACH OTHER REPORT OR MANAGEMENT LETTER SUBMITTED TO ITS BOARD OF
DIRECTORS BY ITS INDEPENDENT ACCOUNTANTS IN CONNECTION WITH ANY ANNUAL, INTERIM
OR SPECIAL AUDIT MADE BY THEM OF THE FINANCIAL RECORDS OF THE BORROWER IN WHICH
THE BORROWER'S ACCOUNTANTS GIVE ANY COMMENT CRITICAL OF THE VALUATION OF, OR
CONTROLS OR PROCEDURES RELATED TO, THE COLLATERAL.