2- (c) Excess Availability. Borrowers shall have Excess Availability at all times of at least (i) as of any date of determination during the period from July 8, 2016 through and including July 24, 2016, $11,500,000, (ii) as of any date of...
7943054v6 7/8/2016 5:33 PM 6/21/2016 12:43 pm
AMENDMENT NUMBER TWELVE TO CREDIT AGREEMENT
THIS AMENDMENT NUMBER TWELVE TO CREDIT AGREEMENT (this
"Amendment"), dated as of July 8, 2016, is entered into by and among the lenders identified on
the signature pages hereof (such Lenders, together with their respective successors and permitted
assigns, are referred to hereinafter each individually as a "Lender" and, collectively, as the
"Lenders"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking
association ("Xxxxx Fargo"), as administrative agent for each member of the Lender Group and
the Bank Product Providers (as such terms are defined in the below referenced Credit
Agreement) (in such capacity, together with its successors and assigns in such capacity,
"Agent"), XXXXXXXX INCORPORATED (formerly known as Xxxxxxxx Air-Crane
Incorporated), a Delaware corporation ("EAC"), XXXXXXXX HELICOPTERS, INC. (formerly
known as Evergreen Helicopters, Inc.), an Oregon corporation ("Helicopters") (Helicopters,
together with EAC, are referred to hereinafter each individually as a "Borrower", and
individually and collectively, jointly and severally, as the "Borrowers"), the Subsidiaries of
Borrowers identified on the signature pages hereof (such Subsidiaries are referred to hereinafter
each individual as a "Guarantor", and individually and collectively, jointly and severally, as the
"Guarantors"), and in light of the following:
WITNESSETH
WHEREAS, Lenders, Agent, Xxxxx Fargo, as lead arranger, book runner, syndication
agent, and documentation agent, and Borrowers are parties to that certain Credit Agreement,
dated as of May 2, 2013 (as amended, restated, supplemented, or otherwise modified from time
to time, the "Credit Agreement");
WHEREAS, Borrowers have requested that Agent and Lenders make certain
amendments to the Credit Agreement;
WHEREAS, upon the terms and conditions set forth herein, Agent and Required Lenders
are willing to accommodate Borrowers' requests.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. Defined Terms. All initially capitalized terms used herein (including the
preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the
Credit Agreement (including Schedule 1.1 thereto), as amended hereby.
2. Amendments to Credit Agreement. Subject to the satisfaction (or waiver in
writing by Agent) of the conditions precedent set forth in Section 4 hereof, the Credit Agreement
is hereby amended as follows:
(a) Clause (c) of Article 7 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
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(c) Excess Availability. Borrowers shall have Excess Availability at
all times of at least (i) as of any date of determination during the period from July
8, 2016 through and including July 24, 2016, $11,500,000, (ii) as of any date of
determination during the period from July 25, 2016 through and including
October 2, 2016, $17,500,000, and (iii) as of any date of during the period from
October 3, 2016 through and including December 31, 2016, $20,000,000.
(b) Section 11 of the Credit Agreement is hereby amended by replacing the
reference to
"with copies to: XXXX XXXXXXXX LLP
000 X. Xxxxxx Xxxxxx
Xxxxxx-xxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxxx St. Xxxx Xxxxx, Esq.
Fax No.: 000-000-0000"
with a reference to the following:
"with copies to: XXXXXXXX XXXX LTD
00 X. Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, Esq.
Fax No.: 000-000-0000"
(c) Schedule 5.2 to the Credit Agreement is hereby amended and restated in
its entirety in the form of Schedule 5.2 attached hereto.
3. [Reserved.]
4. Conditions Precedent to Amendment. The satisfaction (or waiver in writing by
Agent) of each of the following shall constitute conditions precedent to the effectiveness of the
Amendment (such date being the "Twelfth Amendment Effective Date"):
(a) The Twelfth Amendment Effective Date shall occur on or prior to July 8,
2016.
(b) Agent shall have received this Amendment, duly executed by the parties
hereto, and the same shall be in full force and effect.
(c) Agent shall have received an amendment fee letter, dated as of the date
hereof, by and among Agent and Borrowers, in form and substance satisfactory to Agent, duly
executed and delivered by the parties thereto.
(d) The representations and warranties herein and in the Credit Agreement
and the other Loan Documents as amended hereby shall be true, correct and complete in all
material respects (except that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by materiality in the text
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thereof) on and as of the date hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date, in which case such representations
and warranties shall be true, correct and complete in all material respects as of such earlier date).
(e) No Default or Event of Default shall have occurred and be continuing or
shall result from the consummation of the transactions contemplated herein.
(f) No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions contemplated herein
shall have been issued and remain in force by any Governmental Authority against any Loan
Party, Agent, or any Lender.
(g) Borrowers shall pay concurrently with the closing of the transactions
evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to the
Credit Agreement and Section 6 of this Amendment.
(h) All other documents and legal matters in connection with the transactions
contemplated by this Amendment shall have been delivered, executed, or recorded and shall be
in form and substance satisfactory to Agent.
5. Representations and Warranties. Each Loan Party hereby represents and warrants
to Agent and the Lenders as follows:
(a) It (i) is duly organized and existing and in good standing under the laws of
the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to
be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has
all requisite power and authority to own and operate its properties, to carry on its business as
now conducted and as proposed to be conducted, to enter into this Amendment and the other
Loan Documents to which it is a party and to carry out the transactions contemplated hereby and
thereby.
(b) The execution, delivery, and performance by it of this Amendment and the
other Loan Documents to which it is a party (i) have been duly authorized by all necessary action
on the part of such Loan Party and (ii) do not and will not (A) violate any material provision of
federal, state, or local law or regulation applicable to such Loan Party, the Governing Documents
of Borrower, or any order, judgment, or decree of any court or other Governmental Authority
binding on such Loan Party, (B) conflict with, result in a breach of, or constitute (with due notice
or lapse of time or both) a default under any Material Contract of such Loan Party except to the
extent that any such conflict, breach or default could not individually or in the aggregate
reasonably be expected to have a Material Adverse Effect, (C) result in or require the creation or
imposition of any Lien of any nature whatsoever upon any assets of such Loan Party, other than
Permitted Liens, (D) require any approval of such Loan Party's interest holders or any approval
or consent of any Person under any Material Contract of such Loan Party, other than consents or
approvals that have been obtained and that are still in force and effect and except, in the case of
Material Contracts, for consents or approvals, the failure to obtain could not individually or in
the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any
registration with, consent, or approval of, or notice to, or other action with or by, any
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Governmental Authority, other than registrations, consents, approvals, notices, or other actions
that have been obtained and that are still in force and effect and except for filings and recordings
with respect to the Collateral to be made, or otherwise delivered to Agent for filing or
recordation in connection with this Amendment.
(c) This Amendment has been duly executed and delivered by each Loan
Party. This Amendment and each Loan Document to which such Loan Party is a party is the
legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in
accordance with its respective terms, except as enforcement may be limited by equitable
principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to
or limiting creditors' rights generally.
(d) No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions contemplated herein has
been issued and remains in force by any Governmental Authority against any Loan Party, Agent
or any Lender.
(e) No Default or Event of Default has occurred and is continuing as of the
date of the effectiveness of this Amendment, and no condition exists which constitutes a Default
or an Event of Default.
(f) The representations and warranties in the Credit Agreement and the other
Loan Documents as amended hereby are true, correct and complete in all material respects
(except that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof) on and as of
the date hereof, as though made on such date (except to the extent that such representations and
warranties relate solely to an earlier date, in which case such representations and warranties shall
be true, correct and complete in all material respects as of such earlier date).
6. Payment of Costs and Fees. Borrowers agree to pay all out-of-pocket costs and
expenses of Agent (including, without limitation, the reasonable fees and disbursements of
outside counsel to Agent) in connection with the preparation, negotiation, execution and delivery
of this Amendment and any documents and instruments relating hereto.
7. Release.
(a) Each Loan Party hereby acknowledges and agrees that the Obligations
under the Credit Agreement and the other Loan Documents are payable pursuant to the Credit
Agreement and the other Loan Documents as modified hereby without defense, offset,
withholding, counterclaim, or deduction of any kind.
(b) Effective on the date hereof, each Loan Party, for itself and on behalf of its
successors, assigns, and officers, directors, employees, agents and attorneys, and any Person
acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever
discharges each member of the Lender Group, each Bank Product Provider, and each of their
respective Affiliates, and each of their respective successors in title, past, present and future
officers, directors, employees, limited partners, general partners, investors, attorneys, assigns,
subsidiaries, shareholders, trustees, agents and other professionals and all other persons and
-5-
entities to whom any member of the Lenders would be liable if such persons or entities were
found to be liable to such Loan Party (each a "Releasee" and collectively, the "Releasees"), from
any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts
paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations,
liabilities, causes of action, damages, losses, costs and expenses of any kind or character,
whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal
or civil statute or common law (each a "Claim" and collectively, the "Claims"), whether known
or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or
unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or
unsuspected, which such Loan Party ever had from the beginning of the world to the date hereof,
or now has, against any such Releasee which relates, directly or indirectly to the Credit
Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with
respect to the Credit Agreement or any other Loan Document, or to the lender-borrower
relationship evidenced by the Loan Documents, except for the duties and obligations set forth in
any of the Loan Documents or in this Amendment. As to each and every Claim released
hereunder, each Loan Party hereby represents that it has received the advice of legal counsel with
regard to the releases contained herein, and having been so advised, specifically waives the
benefit of the provisions of Section 1542 of the Civil Code of California which provides as
follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
As to each and every Claim released hereunder, each Loan Party also waives the benefit
of each other similar provision of applicable federal or state law (including without limitation the
laws of the state of California), if any, pertaining to general releases after having been advised by
its legal counsel with respect thereto.
Each Loan Party each acknowledges that it may hereafter discover facts different from or
in addition to those now known or believed to be true with respect to such Claims and agrees that
this instrument shall be and remain effective in all respects notwithstanding any such differences
or additional facts. Each Loan Party understands, acknowledges and agrees that the release set
forth above may be pleaded as a full and complete defense and may be used as a basis for an
injunction against any action, suit or other proceeding which may be instituted, prosecuted or
attempted in breach of the provisions of such release.
(c) Each Loan Party, for itself and on behalf of its successors, assigns, and
officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or
claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees
with and in favor of each Releasee above that it will not xxx (at law, in equity, in any regulatory
proceeding or otherwise) any Releasee on the basis of any Claim released, remised and
discharged by such Person pursuant to the above release, If any Loan Party or any of its
respective successors, assigns, or officers, directors, employees, agents or attorneys, or any
Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such
Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition
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to such other damages as any Releasee may sustain as a result of such violation, all attorneys'
fees and costs incurred by such Releasee as a result of such violation.
8. Choice of Law and Venue; Jury Trial Waiver; Judicial Reference. THIS
AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF
LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH
IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE
INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
9. Amendments. This Amendment cannot be altered, amended, changed or
modified in any respect or particular unless each such alteration, amendment, change or
modification is made in accordance with the terms and provisions of Section 14.1 of the Credit
Agreement.
10. Counterpart Execution. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which, when
executed and delivered, shall be deemed to be an original, and all of which, taken together shall
constitute but one and the same agreement. Delivery of an executed counterpart of this
Amendment by facsimile or other electronic method of transmission shall be equally effective as
delivery of an original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by facsimile or other electronic method of transmission
also shall deliver an original executed counterpart of this Amendment, but the failure to deliver
an original executed counterpart shall not affect the validity, enforceability, and binding effect of
this Amendment.
11. Effect on Loan Documents.
(a) The Credit Agreement, as amended hereby, and each of the other Loan
Documents, as amended as of the date hereof, shall be and remain in full force and effect in
accordance with their respective terms and hereby are ratified and confirmed in all respects. The
execution, delivery, and performance of this Amendment shall not operate, except as expressly
set forth herein, as a waiver of, consent to, or a modification or amendment of, any right, power,
or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document.
Except for the amendments to the Credit Agreement expressly set forth herein, the Credit
Agreement and the other Loan Documents shall remain unchanged and in full force and effect.
(b) Upon and after the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the other Loan Documents to "the
Credit Agreement", "thereunder", "therein", "thereof' or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and
amended hereby.
(c) To the extent that any of the terms and conditions in any of the Loan
Documents shall contradict or be in conflict with any of the terms or conditions of the Credit
Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed
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modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as
modified or amended hereby.
(d) This Amendment is a Loan Document.
(e) Unless the context of this Amendment clearly requires otherwise,
references to the plural include the singular, references to the singular include the plural, the
terms "includes" and "including" are not limiting, and the term "or" has, except where otherwise
indicated, the inclusive meaning represented by the phrase "and/or". The words "hereof',
"herein", "hereby", "hereunder", and similar terms in this Agreement refer to this Agreement as a
whole and not to any particular provision of this Agreement. Section, subsection, clause,
schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any
reference in this Agreement to any agreement, instrument, or document shall include all
alterations, amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any
restrictions on such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). The words "asset" and
"property" shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts, and contract
rights. Any reference herein to any Person shall be construed to include such Person's successors
and assigns.
12. Entire Agreement. This Amendment, and the terms and provisions hereof, the
Credit Agreement and the other Loan Documents constitute the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof and supersede any
and all prior or contemporaneous amendments or understandings with respect to the subject
matter hereof, whether express or implied, oral or written.
13. Reaffirmation of Obligations. Each Loan Party hereby reaffirms its obligations
under each Loan Document to which it is a party. Each Loan Party hereby further ratifies and
reaffirms the validity and enforceability of all of the Liens and security interests heretofore
granted, pursuant to and in connection with the Guaranty and Security Agreement, the Aircraft
and Engine Security Agreement, or any other Loan Document, to Agent, as collateral security for
the obligations under the Loan Documents in accordance with their respective terms, and
acknowledges that all of such Liens and security interests, and all collateral heretofore pledged
as security for such obligations, continue to be and remain collateral for such obligations from
and after the date hereof. Each Loan Party hereby further does grant to Agent, for the benefit of
each member of the Lender Group and the Bank Product Providers, a perfected security interest
in the Collateral (as defined in the Guaranty and Security Agreement) and the Collateral (as
defined in the Aircraft and Engine Security Agreement) in order to secure all of its present and
future obligations under the Loan Documents.
14. Severability. In case any provision in this Amendment shall be invalid, illegal or
unenforceable, such provision shall be severable from the remainder of this Amendment and the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
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15. Guarantors. Each of the undersigned Guarantors consent to the amendments to
the Loan Documents contained herein. Although the undersigned Guarantors have been informed
of the matters set forth herein and have consented to same, each Guarantor understands that no
member of the Lender Group has any obligation to inform it of such matters in the future or to
seek its acknowledgement or agreement to future consents, waivers, or amendments related to
the Credit Agreement, and nothing herein shall create such a duty.
[signature pages follow]
Schedule 5.2
Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the
documents set forth below at the following times in form satisfactory to Agent:
Weekly until January
4, 2017 (not later than
Wednesday of each
week)
(a) a 13 week cash flow forecast model, in the form provided to Agent on April
27, 2016 and for the forthcoming 13 weeks.
Monthly (not later
than the 25th day of
each month); provided
that, if, as of any date
of determination on or
after January 5, 2017,
Excess Availability is
less than $20,000,000,
the reports specified in
clauses (a) – (p) shall
be delivered on a
weekly basis (not later
than Wednesday of
each week) until such
time as Excess
Availability shall have
been at least
$20,000,000 at all
times during each of
the preceding 30 days
(b) a report regarding Borrowers’ and their Subsidiaries’ cash and Cash
Equivalents, including (i) daily cash collections, (ii) an indication of which
amounts constitute Qualified Cash, (iii) account numbers, and (iv) balances for
such account numbers,
(c) notice of all claims, offsets, or disputes asserted by Account Debtors with
respect to Borrowers’ Accounts,
(d) a Borrowing Base Certificate,
(e) a detailed aging and roll-forward, by total, of Borrowers’ Accounts, together
with a reconciliation and supporting documentation for any reconciling items
noted (delivered electronically in an acceptable format, if Borrowers have
implemented electronic reporting),
(f) a summary aging, by vendor, of the Loan Parties’ accounts payable and any
book overdraft (delivered electronically in an acceptable format, if Borrowers
have implemented electronic reporting) and an aging, by vendor, of any held
checks,
(g) an Account roll-forward, in a format acceptable to Agent in its discretion, with
supporting details supplied from sales journals, collection journals, credit
registers and any other records, tied to the beginning and ending account
receivable balances of the Loan Parties’ general ledger,
(h) a reconciliation of Accounts, Inventory and trade accounts payable of the Loan
Parties’ general ledger to its monthly financial statements including any book
reserves related to each category,
(m) a detailed PPO Inventory system/perpetual report (which shall include a list of all
PPO Inventory of each Loan Party as of each such day and includes the owner, serial
parts, item numbers, item names, location codes, warehouse codes, country code,
amount, and any other information reasonably requested by Agent) (delivered
electronically in an acceptable format, if the Borrowers have implemented electronic
reporting),
(n) a detailed Spare Parts Inventory system/perpetual report (which shall include a list
of all Spare Parts by of each Loan Party as of each such day and includes the owner,
item numbers and names, country codes, item group codes, status codes, warehouse
codes, on hand amount, inventory value, and any other information reasonably
requested by Agent) (delivered electronically in an acceptable format, if the Borrowers
have implemented electronic reporting),
(o) a detailed work-in-process Inventory system/perpetual report (which shall include
material and labor cost, and any other information reasonably requested by Agent
(delivered electronically in an acceptable format, if the Borrowers have implemented
electronic reporting),
(p) a report showing (i) all deferred revenues as set forth in the Loan Parties’ balance
sheet for the prior month, and (ii) the portion of such deferred revenues that will be
earned during the next four fiscal quarters,
(q) a detailed description by type and current location of all of the Inventory,
Aircrafts, and Engines, owned by any Loan Party located both in and outside the
United States, and for each Aircraft and each Engine that is located outside of the
United States an indication of whether the country of its location is a signatory to
either (i) the Geneva Convention, or (ii) the Cape Town Convention,
(r) a detailed calculation of Inventory, Aircrafts, and Engines that are not eligible for
the Borrowing Base (delivered electronically in an acceptable format, if Borrowers
have implemented electronic reporting),
(s) a detailed report regarding any Inventory (i) with no usage in the immediately
preceding seven years, (ii) with more than ten years of usage in the aggregate, or (iii)
that has become obsolete due to engineering advances,
(t) a detailed report regarding any write down or obsolete adjustment of any Loan
Party’s Inventory, Aircrafts, and Engines, and
(u) a 13 week cash flow forecast model, in the form provided to Agent on April 27,
2016 and for the forthcoming 13 weeks.
Quarterly (not later
than the 45th day after
each fiscal quarter)
(v) a report regarding the Loan Parties’ accrued, but unpaid, ad valorem taxes, and
(w) a Perfection Certificate or a supplement to the Perfection Certificate.
Semi-annually (not
later than February
15th and August 15th
of each fiscal year)
(x) a schedule of the Maintenance Program for each Aircraft and Engine and a report
detailing any scheduled long-term maintenance or overhaul for any Aircraft or Engine.
On each anniversary
of the Closing Date if
requested by Agent
(y) an opinion of FAA counsel, in form and substance reasonably satisfactory to
Agent, dated as of a date not more than 30 days prior to such anniversary, that, with
respect to all Collateral consisting of Aircraft, Engines, and Spare Parts, based on
FAA's review of the Aviation Registry of the FAA and the International Registry,
Agent has a perfected first priority security interest thereon and International Interest
therein, free and clear of all Liens (other than Permitted Liens), and attaching thereto
the related "priority search certificates" from the Aviation Registry of the FAA, the
International Registry, and the Spare Parts perfection locations.
Contemporaneously
with the
consummation of the
applicable sale or
other disposition,
(z) if the aggregate amount of any asset sales or other dispositions (or series of asset
sales or dispositions) of Eligible Accounts, Eligible Inventory, or Eligible Aircraft
since the date of delivery of the most recently delivered Borrowing Base Certificate
pursuant to clause (c) above exceeds $2,500,000, an updated Borrowing Base
Certificate excluding such disposed of assets from the Borrowing Base; provided that
Borrowers may, in their discretion, update through the date of such sale or disposition
all of the other calculations of the Borrowing Base Certificate in accordance with the
terms and definitions of the Agreement. For the avoidance of doubt, nothing contained
in this clause (t) shall permit any Borrower or any of its Subsidiaries to sell or
otherwise dispose of any assets other than in accordance with Section 6.4 of the
Agreement.
Within 10 days after a
request by Agent
(aa) such other reports as to the Collateral or the financial condition of Borrowers and
their Subsidiaries, as Agent may reasonably request.
Promptly, but in any
event within 10 days
prior to any such
action
(bb) written notice that any Aircraft or Engine will be deregistered with the FAA or
any Aircraft or Engine will be taken to a country that is not a signatory to the Geneva
Convention or the Cape Town Convention, and
(cc) written notice of any Engine being removed from any Aircraft.