PROPERTIES OF THE BORROWER OR ANY
SUBSIDIARY OR (III) ANY RESIGNATION OR TERMINATION OF ANY DIRECTOR OR EXECUTIVE
OR SENIOR OFFICER OF THE BORROWER.
SECTION 5.09.
NOTICES IN REGARD TO ASSET BASE ASSETS.
PROMPTLY, AND IN
ANY EVENT WITHIN ONE (1) BUSINESS DAY OF WHEN THE BORROWER BECOMES AWARE OR, IN
THE EXERCISE OF REASONABLE DUE DILIGENCE SHOULD HAVE BECOME AWARE OF THE SAME,
NOTICE IN WRITING IN THE EVENT THAT AT ANY TIME THE OUTSTANDING PRINCIPAL AMOUNT
OF THE LOANS TO THE BORROWER SHALL EXCEED THE AMOUNT OF THE ASSET BASE, AND
PROMPTLY, AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS, NOTIFY IN WRITING THE
ADMINISTRATIVE AGENT OF ANY MATERIAL DAMAGE TO OR OTHER EVENT OF LOSS WITH
RESPECT TO ANY ELIGIBLE ENGINE OR ELIGIBLE EQUIPMENT.
SECTION 5.10.
ERISA.
PROMPTLY, NOTICE IN WRITING UPON THE BORROWER'S
RECEIPT OF ANY NOTICE FROM THE PBGC OR FROM ANY OTHER PARTY THAT (I) THE PBGC
HAS INSTITUTED PROCEEDINGS TO TERMINATE (OR APPOINT A TRUSTEE TO ADMINISTER) ANY
PLAN, OR (II) THE BORROWER HAS OR WOULD REASONABLY BE EXPECTED TO HAVE LIABILITY
WITH RESPECT TO A PLAN, BENEFIT PLAN OR OTHER PENSION PLAN.
SECTION 5.11.
OTHER NOTICES.
PROMPTLY UPON THE EARLIER OF THE DATE ON
WHICH THE BORROWER BECOMES AWARE OR, IN THE EXERCISE OF REASONABLE DUE DILIGENCE
SHOULD HAVE BECOME AWARE OF THE SAME, NOTIFY THE ADMINISTRATIVE AGENT (OR, IN
THE CASE OF (F) BELOW, THE SECURITY AGENT) BY TELEPHONE (TO BE CONFIRMED WITHIN
THREE CALENDAR DAYS IN WRITING FROM THE BORROWER TO EACH BANK) OF THE OCCURRENCE
OF ANY OF THE FOLLOWING:
(A)
ANY DEFAULT;
(B)
ANY DEFAULT OR EVENT OF DEFAULT UNDER ANY CONTRACT OR CONTRACTS
AND THE DEFAULT OR EVENT OF DEFAULT INVOLVES PAYMENTS BY THE BORROWER IN AN
AGGREGATE AMOUNT EQUAL TO OR IN EXCESS OF $2,500,000;
(C)
A DEFAULT OR EVENT OF DEFAULT UNDER OR AS DEFINED IN ANY EVIDENCE
OF OR AGREEMENTS FOR ANY DEBT FOR BORROWED MONEY UNDER WHICH THE BORROWER'S
LIABILITY IS EQUAL TO OR IN EXCESS OF $2,500,000, INDIVIDUALLY OR IN THE
AGGREGATE, WHETHER OR NOT AN EVENT OF DEFAULT THEREUNDER HAS BEEN DECLARED BY
ANY PARTY TO SUCH AGREEMENT OR ANY EVENT WHICH, UPON THE LAPSE OF TIME OR THE
GIVING OF NOTICE OR BOTH, WOULD BECOME AN EVENT OF DEFAULT UNDER ANY SUCH
AGREEMENT OR INSTRUMENT OR WOULD PERMIT ANY PARTY TO ANY SUCH INSTRUMENT OR
AGREEMENT TO TERMINATE OR SUSPEND ANY COMMITMENT TO LEND TO THE BORROWER OR TO
DECLARE OR TO CAUSE ANY SUCH INDEBTEDNESS TO BE ACCELERATED OR PAYABLE BEFORE IT
WOULD OTHERWISE BE DUE;
(D)
ANY CHANGE IN ANY REGULATION, INCLUDING, WITHOUT LIMITATION,
CHANGES IN TAX LAWS AND REGULATIONS, WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT
ON THE BORROWER OR THE WILLIS COMPANIES;
(E)
ANY LITIGATION, ADMINISTRATIVE PROCEEDING, INVESTIGATION, BUSINESS
DEVELOPMENT, OR CHANGE IN FINANCIAL CONDITION WHICH COULD REASONABLY HAVE A
MATERIAL ADVERSE EFFECT ON THE BORROWER OR THE WILLIS COMPANIES;
(F)
ANY INSTANCE IN WHICH ENGINES OR EQUIPMENT ARE OPERATED (X) ON
ROUTES WITH RESPECT