UNDER THIS AGREEMENT; (V) SUCH ASSIGNEE CONFIRMS THAT IT IS AN ELIGIBLE
ASSIGNEE; (VI) SUCH ASSIGNEE REPRESENTS AND WARRANTS THAT EITHER (X) NO PART OF
THE FUNDS TO BE USED BY IT FOR THE PURCHASE OF A PORTION OF THE LOAN (OR ANY
PART THEREOF) CONSTITUTES ASSETS OF ANY "EMPLOYEE BENEFIT PLAN" AS DEFINED IN
SECTION 3(3) OF ERISA OR (Y) THE PROPOSED ASSIGNMENT WILL NOT RESULT IN A
NONEXEMPT PROHIBITED TRANSACTION (AS DEFINED IN SECTION 4975 OF THE INTERNAL
REVENUE CODE AND ERISA); (VII) SUCH ASSIGNEE APPOINTS AND AUTHORIZES EACH AGENT
TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS AND
DISCRETION UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO SUCH AGENT BY THE TERMS
THEREOF, TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE REASONABLY INCIDENTAL
THERETO; AND (IX) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH
THEIR TERMS ALL OF THE OBLIGATIONS THAT BY THE TERMS OF THIS AGREEMENT ARE
REQUIRED TO BE PERFORMED BY IT AS A LENDER.
(C)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN AT ITS ADDRESS REFERRED TO IN
SECTION 8.2 A COPY OF EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO AND ACCEPTED
BY IT AND A REGISTER FOR THE RECORDATION OF THE NAMES AND ADDRESSES OF THE
LENDERS, AND THE PRINCIPAL AMOUNT OF THE LOAN OWING TO, EACH LENDER FROM TIME TO
TIME (THE "REGISTER"). IF MORE THAN 50% OF THE THEN OUTSTANDING PRINCIPAL AMOUNT
OF THE NOTES ARE HELD BY A PERSON OR PERSONS OTHER THAN AN AIRBUS LENDER, THE
ADMINISTRATIVE AGENT SHALL MAINTAIN, AND MAKE AVAILABLE TO THE BORROWER ON
REQUEST, A LIST OF POOLED AIRBUS FINANCINGS IN WHICH SUCH PERSON OR PERSONS
HOLDS MORE THAN 50% OF THE THEN OUTSTANDING PRINCIPAL BALANCE (OTHER THAN POOLED
AIRBUS FINANCINGS THAT ARE AL SUBLEASES) AND/OR ALL OF THE LEASEHOLD INTEREST IN
ONE OR MORE POOLED AIRBUS FINANCINGS THAT ARE AL SUBLEASES. THE ENTRIES IN THE
REGISTER SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST
ERROR, AND THE BORROWER, THE AGENT AND THE LENDERS MAY TREAT EACH PERSON WHOSE
NAME IS RECORDED IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT. THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER OR ANY
LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
(D)
UPON ITS RECEIPT OF AN ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING
LENDER AND AN ASSIGNEE REPRESENTING THAT IT IS AN ELIGIBLE ASSIGNEE, TOGETHER
WITH ANY NOTE OR NOTES SUBJECT TO SUCH ASSIGNMENT, THE ADMINISTRATIVE AGENT
SHALL, IF SUCH ASSIGNMENT AND ACCEPTANCE HAS BEEN COMPLETED AND IS IN
SUBSTANTIALLY THE FORM OF EXHIBIT C HERETO, (I) ACCEPT SUCH ASSIGNMENT AND
ACCEPTANCE, (II) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER
43
AND (III) GIVE PROMPT NOTICE THEREOF TO THE BORROWER. WITHIN FIVE BUSINESS DAYS
AFTER ITS RECEIPT OF SUCH NOTICE, THE BORROWER, AT ITS OWN EXPENSE, SHALL
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT IN EXCHANGE FOR ANY SURRENDERED
NOTES NEW NOTES TO THE ORDER