OR PROPOSED ASSIGNEE OR PARTICIPANT
SHALL AGREE TO PRESERVE THE CONFIDENTIALITY OF ANY CONFIDENTIAL INFORMATION
RELATING TO THE BORROWER RECEIVED BY IT FROM SUCH LENDER PURSUANT TO A
CONFIDENTIALITY AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT E.
(G)
NOTWITHSTANDING ANY OTHER PROVISION SET
FORTH IN THIS AGREEMENT, ANY LENDER MAY AT ANY TIME CREATE A SECURITY INTEREST
IN ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, THE LOAN OWING TO IT AND THE NOTES HELD BY IT) IN FAVOR OF ANY
FEDERAL RESERVE BANK IN ACCORDANCE WITH REGULATION A OF THE BOARD OF GOVERNORS
OF THE FEDERAL RESERVE SYSTEM OR ANY OTHER PERSON.
(H)
THE BORROWER AGREES TO COOPERATE WITH EACH
LENDER TO ACCOMMODATE THE EFFORTS OF SUCH LENDER TO TRANSFER, SELL OR ASSIGN ALL
OR ANY PART OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT PURSUANT TO THIS
SECTION 8.7.
EACH LENDER SEVERALLY AGREES TO REIMBURSE THE BORROWER'S
REASONABLE AND ADEQUATELY DOCUMENTED EXTERNAL LEGAL AND INVESTMENT BANK FEES AND
EXPENSES IN RESPECT OF ANY SUCH TRANSFER, SALE OR ASSIGNMENT.
(I)
IF AS A RESULT OF ONE OR MORE
ASSIGNMENTS, TRANSFERS OR OTHER TRANSACTIONS, THE AIRBUS LENDERS CEASE TO
CONTROL THE ABILITY TO ACCELERATE THE LOAN, THE ADMINISTRATIVE AGENT AGREES TO
GIVE PROMPT WRITTEN NOTICE THEREOF TO THE BORROWER.
(J)
IN CONNECTION WITH A TRANSFER, SALE,
ASSIGNMENT OF, OR PARTICIPATION WITH RESPECT TO, ALL OR ANY PART OF ITS RIGHTS
AND/OR OBLIGATIONS UNDER THE LOAN DOCUMENTS BY THE INITIAL LENDER OR ANY
AFFILIATE THEREOF (IT BEING UNDERSTOOD THAT THE INITIAL LENDER OR AFFILIATE MAY
ALLOCATE PARTICULAR RIGHTS AND OBLIGATIONS AS BETWEEN THE RELEVANT PARTIES),
INCLUDING BY MEANS OF A CAPITAL MARKETS, PRIVATE PLACEMENT OR SECURITIZATION
TRANSACTION IN ONE OR MORE STEPS (AN "INITIAL LENDER SELL-DOWN"), THE PARTIES
AGREE AS FOLLOWS, NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 8.7:
(1)
THAT THE BORROWER SHALL HAVE THE RIGHT TO
REVIEW AND APPROVE (ACTING REASONABLY) ANY WIDELY CIRCULATED (AS, FOR EXAMPLE,
IN A RULE 144A OFFERING) PLACEMENT OR OFFERING MATERIALS IN CONNECTION WITH ANY
INITIAL LENDER SELL-DOWN, LIMITED TO THOSE PORTIONS OF SUCH PLACEMENT OR
OFFERING MATERIALS THAT: (I) DESCRIBE THE BORROWER OR ITS BUSINESS, (II)
DESCRIBE THE LOAN DOCUMENTS TO WHICH THE BORROWER IS A PARTY OR (III) DESCRIBE
ANY RISK FACTORS CONCERNING THE BORROWER OR THE AIRLINE INDUSTRY, AND FOR THIS
PURPOSE, THE BORROWER SHALL HAVE A PERIOD OF NOT LESS THAN 30 DAYS FOR ANY SUCH
REVIEW AND APPROVAL IN CONNECTION WITH AN INITIAL LENDER SELL-DOWN;
36
(2)
THAT NOT MORE THAN TWO INITIAL LENDER
SELL-DOWN TRANSACTIONS (AS DEFINED HEREIN AND IN THE CREDIT AGREEMENTS IN
RESPECT OF OTHER AIRBUS LOANS) PER CALENDAR YEAR SHALL BE SUBJECT TO THE
PROVISIONS OF THIS SECTION 8.7(J)(OR THE COMPARABLE PROVISIONS OF THE CREDIT
AGREEMENTS IN RESPECT OF OTHER AIRBUS LOANS) (IT BEING UNDERSTOOD THAT ANY ONE
INITIAL LENDER SELL-DOWN TRANSACTION MAY INVOLVE MORE THAN ONE CREDIT AGREEMENT
FOR PURPOSES OF THIS SUBCLAUSE) IN WHICH REVIEW AND APPROVAL OF THE PLACEMENT OR
OFFERING MATERIALS BY THE BORROWER IS