BY SECTION 6.7(C) AND ANY PERMITTED REFINANCING
THEREOF, ANY PART OF THE COLLATERAL THAT IS SUBJECT TO SUCH LIEN.
(D)
AT THE REQUEST OF THE BORROWERS, THE ADMINISTRATIVE AGENT SHALL,
AND EACH OF THE LENDERS HEREBY AUTHORIZES AND DIRECTS THE ADMINISTRATIVE AGENT
(WITHOUT FURTHER NOTICE OR CONSENT TO OR OF ANY LENDER) TO, EXECUTE AND DELIVER
OR FILE SUCH TERMINATION OR PARTIAL RELEASE STATEMENTS AND TAKE SUCH OTHER
ACTIONS (INCLUDING RETURN OF COLLATERAL) AS ARE NECESSARY TO TERMINATE, RELEASE
OR SUBORDINATE LIENS PURSUANT TO THIS SECTION 10.9 PROMPTLY UPON THE
EFFECTIVENESS OF ANY SUCH TERMINATION, RELEASE OR SUBORDINATION. THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY ACKNOWLEDGES AND AGREE THAT THE
BORROWERS MAY USE THE COLLATERAL TO THE EXTENT PERMITTED UNDER THIS AGREEMENT.
11.
ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF ADMINISTRATIVE AGENT
11.1
Assignment and Participations.
(A)
RIGHT TO ASSIGN. EACH LENDER MAY SELL, TRANSFER, NEGOTIATE OR
ASSIGN ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS HEREUNDER (INCLUDING ALL
OR A PORTION OF ITS COMMITMENTS AND ITS RIGHTS AND OBLIGATIONS WITH RESPECT TO
LOANS) TO ANY OTHER PERSON, PROVIDED, THAT (X) THE LENDERS OR ITS AFFILIATES MAY
NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER, SELL, TRANSFER,
NEGOTIATE OR ASSIGN ALL OR ANY PORTION OF ITS RIGHTS HEREUNDER TO ANY PERSON,
OTHER THAN A LENDER OR AN AFFILIATE OF A LENDER, THAT IS AN AIR CARRIER OR AN
AFFILIATE OF AN AIR CARRIER, AND (Y) THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT
(DETERMINED AS OF THE EFFECTIVE DATE OF THE APPLICABLE ASSIGNMENT) OF THE LOANS
AND COMMITMENTS SUBJECT TO ANY SUCH SALE SHALL BE AN INTEGRAL MULTIPLE OF
$1,000,000, UNLESS SUCH SALE IS MADE TO AN EXISTING LENDER OR AN AFFILIATE OR
APPROVED FUND OF ANY EXISTING LENDER, IS OF THE ASSIGNOR'S (TOGETHER WITH ITS
AFFILIATES AND APPROVED FUNDS) ENTIRE INTEREST IN SUCH LOAN OR IS MADE WITH THE
PRIOR CONSENT OF THE BORROWERS AND THE ADMINISTRATIVE AGENT.
(B)
PROCEDURE. THE PARTIES TO EACH SALE MADE IN RELIANCE ON CLAUSE
(A) ABOVE (OTHER THAN THOSE DESCRIBED IN CLAUSE (E) BELOW) SHALL EXECUTE AND
DELIVER TO THE ADMINISTRATIVE AGENT (WHICH SHALL KEEP A COPY THEREOF) AN
ASSIGNMENT, TOGETHER WITH ANY EXISTING NOTE SUBJECT TO SUCH SALE (OR ANY
AFFIDAVIT OF LOSS THEREFOR ACCEPTABLE TO THE ADMINISTRATIVE AGENT), ANY
CERTIFICATES OF EXEMPTION REQUIRED TO BE DELIVERED PURSUANT TO SECTION 1.11
(WHICH SHALL ALSO BE DELIVERED TO THE BORROWER AGENT) AND PAYMENT BY THE
ASSIGNEE OF AN ASSIGNMENT FEE IN THE AMOUNT OF $3,500. UPON RECEIPT OF ALL THE
FOREGOING, AND CONDITIONED UPON SUCH RECEIPT AND UPON THE ADMINISTRATIVE AGENT
CONSENTING TO SUCH ASSIGNMENT, FROM AND AFTER THE
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EFFECTIVE DATE SPECIFIED IN SUCH ASSIGNMENT, THE ADMINISTRATIVE AGENT SHALL
RECORD OR CAUSE TO BE RECORDED IN THE LOAN ACCOUNT THE INFORMATION CONTAINED IN
SUCH ASSIGNMENT.
(C)
EFFECTIVENESS. EFFECTIVE UPON THE ENTRY OF SUCH RECORD IN THE LOAN
ACCOUNT, (I) SUCH ASSIGNEE SHALL BECOME A PARTY HERETO AND, TO THE EXTENT THAT
RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS HAVE BEEN ASSIGNED TO SUCH
ASSIGNEE