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.
44
(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:
(I)
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;
(II)
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
FINANCINGS) (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 REQUIRED AS PROVIDED IN THE PRECEDING SUBCLAUSE (1);
(III)
THAT A SPECIAL PURPOSE ENTITY (AN "SPV") ORGANIZED IN A MANNER
ACCEPTABLE TO THE PLACEMENT AGENTS, RATING AGENCIES AND OTHER PARTICIPANTS IN AN
INITIAL LENDER SELL-DOWN TRANSACTION SHALL BE AN ACCEPTABLE "ELIGIBLE ASSIGNEE"
UNDER THE LOAN DOCUMENTS (IT BEING UNDERSTOOD THAT SUCH SPV MAY HAVE ONLY
NOMINAL CAPITALIZATION);
(IV)
THAT THE LOAN DOCUMENTS AND CLOSING DOCUMENTS MAY BE DISCLOSED TO
THE RATING AGENCIES, UNDERWRITERS, INVESTORS, PLACEMENT AGENTS AND TRUSTEES AND
OTHER PARTIES REASONABLY DEEMED NECESSARY BY THE INITIAL LENDER IN CONNECTION
WITH AN INITIAL LENDER SELL-DOWN TRANSACTION, AND THEIR RESPECTIVE COUNSEL,
AUDITORS, AGENTS AND ADVISORS, EACH OF WHOM AGREE TO HOLD SUCH INFORMATION
CONFIDENTIAL IN ACCORDANCE WITH THE TERMS OF EXHIBIT E OR OTHERWISE IN A MANNER
CUSTOMARY FOR SUCH PERSONS IN SIMILAR TRANSACTIONS;
(V)
THAT, IF REQUESTED BY THE INITIAL LENDER, THE BORROWER WILL
PROVIDE RELIANCE LETTERS WITH RESPECT TO THE LEGAL OPINIONS DELIVERED AT THE
CLOSING OF THE LOAN AT THE CLOSING OF AN INITIAL LENDER SELL-DOWN TRANSACTION,
PROVIDED THAT SUCH RELIANCE LETTERS NEED ONLY RELATE TO THE DATE OF