Common use of Amounts and Terms of Assignments Clause in Contracts

Amounts and Terms of Assignments. Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) be assigned except (1) in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure or Term Loan Exposure, Loansas the case may be, and other Obligations of the assigning Lender) to any other Eligible Assignee with Lender and the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent, for its acceptance Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and recording in the Register, deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided2.7B(v) and with respect to information requested under the Patriot Act, however that such processing fee and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required where in the assignee is an existing case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery acceptance and acceptancerecording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (aA) be assigned except (1) in any the case of an assignment of the entire remaining amount of the assigning Lender's rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure or Term Loan Exposure, Loansas the case may be, and other Obligations of the assigning Lender) Lender and the assignee subject to any other Eligible Assignee with the giving each such assignment shall not be less than $_,000,000 (aggregating concurrent assignments to two or more Affiliated Funds for purposes of notice to Company and with the consent determining such minimum amount), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (which each such consent shall not to be unreasonably withheldwithheld or delayed). Any , (B) each partial assignment shall be made as an assignment of Loans hereunder a proportionate part of all the assigning Xxxxxx's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment or Revolving Loan shall effect a pro rata be made only as an assignment of the Notes with respect to each Financed Aircraft. To the extent same proportionate part of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Xxxxxx's Revolving Loan Commitment and Revolving Loans, or other Obligations or (C) the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 ______ (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided2.7(b)(iv) and (D) except in the case of an assignment to another Lender, however that such processing fee an Affiliate of a Lender or an Approved Fund of a Lender, each of (a) Administrative Agent and (b) solely in the case of assignments of all or any portion of a Revolving Loan Commitment, if no Event of Default has occurred and is continuing, Company, which consents shall not be required where the assignee is an existing Lenderunreasonably withheld. Upon such execution, delivery and acceptanceconsent, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9(b)) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1(e), be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto 4 or Exhibit IIIB6 annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1(a)(iv) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1(c).

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) be assigned ), except in any the case of an assignment of the entire remaining amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company ’s rights and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute obligations under this Agreement the aggregate amount of the CommitmentsRevolving Loan Exposure of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000, Loansunless Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of this clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and other Obligations obligations under this Agreement with respect to the Loan or the Commitment assigned; and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500, and such the Eligible Assignee, if it shall not already be a Lender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including forms, certificates or other evidenceinformation in compliance with subsection 2.7B(iv) and (d), except in the case of an assignment to another Lender, an Affiliate of a Lender (provided that such Affiliate has a long-term non-credit enhanced unsecured debt rating of at least A- (in the case of S&P) or A3 (in the case of Xxxxx’x)) or an Approved Fund of a Lender, Administrative Agent and, if anyno Event of Default has occurred and is continuing, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); providedCompany, however that such processing fee shall have consented thereto (which consent shall not be required where the assignee is an existing Lenderunreasonably withheld or delayed). Upon such execution, delivery and acceptanceconsent, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans, as the case may be, of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Approved Fund of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 5,000,000, in the case of any assignment of a Revolving Loan Commitment, or $1,000,000, in the case of any assignment of a Term Loan (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee treating any two or more Approved Funds with the giving of notice to Company and same investment advisor as a single Eligible Assignee with the consent of Borrower (unless a Potential Event of Default or an Event of Default has occurred and is continuing or, with respect to assignments of Term Loans, such assignment is made within ten Business Days of the Closing Date) and Administrative Agent and Company (which consent of Borrower and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (provided that (i) no such processing and recordation fee shall be payable if the assignee is an Affiliate of the assignor or a Person under common management with the assignor, and (ii) only one such fee shall be required in connection with a simultaneous assignment to a group of Approved Funds with the same investment advisor) and such formsforms (including an administrative questionnaire if the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1D, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto V, Exhibit V or Exhibit IIIBVII annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, or in the case of an assignment by any Lender that is a fund that invests in bank loans, to any other fund that invests in bank loans and is managed by the same investment adviser of such assigning Lender or by an Affiliate of such investment adviser, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with (treating (x) any fund that invests in bank loans and (y) any other fund that invests in bank loans and is managed by the giving same investment adviser as such fund or by an Affiliate of notice to Company and such investment adviser, as a single Eligible Assignee) with the consent of Company and Administrative Agent and Company (which consent of Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any ; PROVIDED, that the consent of Company shall not be required for any assignment that occurs at any time when an Event of Loans hereunder Default under subsection 8.6 or 8.7 shall effect a pro rata assignment of the Notes with respect to each Financed Aircrafthave occurred and be continuing. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a 119 processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection subsections 2.7B(iii)(a) and 2.7B(iv)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT IV, EXHIBIT V, EXHIBIT VI or EXHIBIT VII annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Tranche A Term Loans and/or Tranche B Term Loans and/or Tranche C Term Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each CommitmentAny Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided, Loan or other Obligation may that (a) be assigned except (1) in any the case of an assignment of the entire remaining amount of the assigning Lender's rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations Credit Exposure of the assigning Lender) Lender and the assignee subject to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent each such assignment shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment less than $5,000,000, determined as of the Notes date the Assignment Agreement with respect to each Financed Aircraft. To the extent of any such assignment is delivered to Administrative Agent or, if a trade date is specified in accordance with either clause (a) the Assignment Agreement, as of such trade date, unless Administrative Agent otherwise consents, such consent not to be unreasonably withheld or delayed, (b) above, such assignment shall consist of corresponding amounts of the assigning Letter of Credit Commitment of such Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or and the portion thereof so assigned. The of such Letter of Credit Commitment that is available for the making of Revolving Loans (for example, if such assignment includes 20% of the Letter of Credit Commitment of such Lender it shall also include 20% of the portion of such Letter of Credit Commitment that is available for the making of Revolving Loans), (c) the parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 5,000, and the Eligible Assignee, if it shall not be a Lender prior to such assignment, shall deliver to Administrative Agent a counterpart to the Intercreditor Agreement and such documents and information reasonably requested by Administrative Agent, including such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iii); provided, however that and no such processing fee assignment shall be effective unless and until such Assignment Agreement is accepted by Administrative Agent and recorded in the Register as provided in subsection 10.1B(ii), (d) except in the case of an assignment to another Lender, Administrative Agent and Issuing Lender shall have consented thereto (which consents shall not be required where unreasonably withheld or delayed (it being understood that nothing in this clause (c) shall affect the requirement that the relevant assignee is meet the requirements in the definition of Eligible Assignee and any other applicable requirements of this Agreement)), (e) no assignment by a Defaulting Lender shall be permitted unless such Defaulting Lender or assignee has funded such Defaulting Lender's defaulted funding obligations with respect to Revolving Loans and participations in Letters of Credit and (f) unless an existing LenderEvent of Default or Potential Event of Default then exists, Borrowers shall have consented to any such assignment (such consent not to be unreasonably withheld or delayed). Upon such execution, delivery and acceptanceconsent, from and after the effective date specified in such Assignment Agreement, (yx) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder hereunder, (y) the assignee shall be a party to the Intercreditor Agreement and, to the extent that rights and obligations have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a "Creditor Party" thereunder (as such term is defined in the Intercreditor Agreement) and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement and the Intercreditor Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of subsection 10.9; provided, that anything contained in any of the Credit Documents to the contrary notwithstanding (but subject to subsection 9.5), if such Lender is the Issuing Lender such Lender shall continue to have all rights and obligations of Issuing Lender with respect to any Letters of Credit issued by it until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if of any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender Revolving Loan Commitments and/or Revolving Loans shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Revolving Notes, if any, to Administrative Agent for cancellation, and thereupon new Revolving Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1F, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA II annexed hereto or Exhibit IIIB, as the case may behereto, with appropriate insertions, to reflect the new Revolving Loan Commitments and/or outstanding Revolving Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C. Except as otherwise provided in this subsection 10.1, no Lender shall, as between Borrowers and such Lender, as between Agents and such Lender, or as between Issuing Lender and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment or transfer of, or any granting of participations in, all or any part of its Letter of Credit Commitment, Letters of Credit or participations therein or the other Obligations owed to such Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, or to an Affiliate the aggregate amount of Loan Exposure of the assigning Lender or another Lender, with and the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties assignee subject to each such assignment shall not be less than $1,000,000 (aggregating concurrent assignments to or by two or more Affiliated Funds for the purposes of determining such minimum amount), unless each of Administrative Agent and, so long as no Potential Event of Default or Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent, for its acceptance Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and recording in the Register, deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments to or by two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent and (2) if no Potential Event of Default or Event of Default has occurred and is continuing, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required (I) in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (II) in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by DB to Persons that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States so long as such assignment is made in consultation with Company; provided, however further, that such processing fee no consent of Administrative Agent shall not be required where in the assignee is an existing case of any assignment of Loans to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender. Upon such execution, delivery acceptance and acceptancerecording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA V annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or amounts of the outstanding Loans, as the case may be, Loans of the assignee and/or the assigning Lender.. Other than as provided in subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter -------------------------------- of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 7,500,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Assigning Lender) to any other Eligible Assignee with the giving consent of notice to Company and with the consent of Administrative Agent and Company (which consent of Company shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its CommitmentsCommitment, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 2,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan -------- Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Note to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA IV annexed hereto or Exhibit IIIB, as the case may be, ---------- with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any a minimum amount of $1,000,000 to another Lender, or to an Affiliate of the assigning Lender or another Lender, or, with respect to any Lender that is an investment fund that invests in commercial loans, any other investment fund that invests in commercial loans and that is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor, with the giving of notice to Company Borrower and Administrative Agent Agents or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent Borrower and Company Agents (which consent of Borrower and Agents shall not be unreasonably withheld). Any withheld or delayed, and in the case of any assignment of Loans hereunder shall effect by a pro rata assignment Lender that is an Agent or an Affiliate thereof, which consent of the Notes with respect to each Financed AircraftAgents shall not be required); PROVIDED, that the consent of Borrower shall not be required for any assignment that occurs at any time when an Event of Default under subsection 8.6 or 8.7 shall have occurred and be continuing. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 2,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iv)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon at the effectiveness time of such assignment or as promptly thereafter as practicableassignment, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT IV, EXHIBIT V, EXHIBIT VI or EXHIBIT VII annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) be assigned except (1) in any the case of an assignment of the entire remaining amount of the assigning Lender's rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations Loan Exposure of the assigning Lender) Lender and the assignee subject to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent each such assignment shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment less than $2,500,000, determined as of the Notes date the Assignment Agreement with respect to each Financed Aircraft. To the extent of any such assignment is delivered to Administrative Agent or, if a trade date is specified in accordance with either clause (a) the Assignment Agreement, as of such trade date, unless Administrative Agent otherwise consents, such consent not to be unreasonably withheld or delayed, (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 5,000, and the Eligible Assignee, if it shall not be a Lender prior to such assignment, shall deliver to Administrative Agent a counterpart to the Intercreditor Agreement and such documents and information reasonably requested by Administrative Agent, including such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.6B(iii); provided, however that and no such processing fee assignment shall be effective unless and until such Assignment Agreement is accepted by Administrative Agent and recorded in the Register as provided in subsection 9.1B(ii), (c) except in the case of an assignment to another Lender, Administrative Agent shall have consented thereto (which consent shall not be required where unreasonably withheld or delayed (it being understood that nothing in this clause (c) shall affect the requirement that the relevant assignee meet the requirements in the definition of Eligible Assignee and any other applicable requirements of this Agreement)), and (d) any assignment of Loan Exposure of the assigning Lender shall also constitute and be deemed to be an assignment of a ratable portion of the assigning Lender's right after such assignment is an existing Lenderconsummated to have a portion of its outstanding Prepetition Secured Claims equal to its Pro Rata Share of any Permitted Supplemental Loan Amount converted to (and deemed to be a loan made by such assigning Lender as) a Loan pursuant to subsection 2.1A(ii). Upon such execution, delivery and acceptanceconsent, from and after the effective date specified in such Assignment Agreement, (yx) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and hereunder, (zy) the assigning Lender thereunder shallassignee shall be a party to the Intercreditor Agreement and, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.assigned

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) be assigned except in any the case of an assignment of the entire remaining amount to another Lender, or to an Affiliate of the assigning Lender or another Lender’s rights and obligations under this Agreement, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000, Loansunless Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of this clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and other Obligations obligations under this Agreement with respect to the Loan or the Commitment assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500, and such the Eligible Assignee, if it shall not already be a Lender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including forms, certificates or other evidenceinformation in compliance with subsection 2.7B(iv) and (d) except in the case of an assignment to another Lender, an Affiliate of a Lender (provided that such Affiliate has a long-term non-credit enhanced unsecured debt rating of at least A- (in the case of S&P) or A3 (in the case of Xxxxx’x)) or an Approved Fund of a Lender, Administrative Agent and, if anyno Event of Default has occurred and is continuing, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may Company, shall have consented thereto (which consent shall not be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(aunreasonably withheld or delayed); provided, however that Company shall be deemed to have consented to any such processing fee assignment of Loans or Commitments unless it shall not be required where the assignee is an existing Lenderobject thereto by written notice to Administrative Agent within 5 Business Days after having received notice thereof. Upon such execution, delivery and acceptanceconsent, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans, as the case may be, of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure or Term Loan Exposure, Loansas the case may be, and other Obligations of the assigning Lender) to any other Eligible Assignee with Lender and the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties assignee subject to each such assignment shall not be less than $1,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, (in each case aggregating concurrent assignments to two or more Affiliated Funds for purposes of determining such minimum amount), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (I) electronically execute and deliver to Administrative Agent, for its acceptance Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (II) manually execute and recording in the Register, deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments to two or more Affiliated Funds), and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iv) and with respect to information requested under the Patriot Act, (d); provided, however that such processing fee except in the case of an assignment to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, each of (I) Administrative Agent, (II) if no Event of Default has occurred and is continuing, Company and (III) solely in the case of assignments of all or any portion of a Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, Swing Line Lender and each Issuing Lender (other than any Defaulting Revolving Lender), shall have consented thereto (which consents shall not be required where unreasonably withheld or delayed) and (e) in the assignee case of an assignment to an Approved Fund of a Lender, if no Event of Default has occurred and is continuing, promptly following such assignment, Company shall have received notice thereof from Administrative Agent, which such notice shall be delivered promptly upon the execution of an existing LenderAssignment Agreement clearly identifying the assignment to an Approved Fund. Upon such execution, delivery acceptance and acceptancerecording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of, and shall become, a Lender hereunder and shall be deemed to have made all of the agreements of a Lender hereunder contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified ; provided that, anything contained in any of the Loan Documents to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender andcontrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any such assignment occurs after Letters of Credit issued by it and the issuance reimbursement of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.any amounts drawn

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Approved Fund of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee (treating any two or more Approved Funds with the giving of notice to Company and same investment advisor as a single Eligible Assignee) with the consent of Borrower (unless a Potential Event of Default or an Event of Default has occurred and is continuing) and Administrative Agent (such consent of Borrower and Company (which consent Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any ; provided that each partial assignment shall be made as an assignment of Loans hereunder shall effect a pro rata assignment proportionate part of all the Notes with respect to each Financed Aircraftassigning Lender’s rights and obligations under this Agreement. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit and participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (provided that (i) no such processing and recordation fee shall be payable if the assignee is an Affiliate of the assignor or a Person under common management with the assignor, and (ii) only one such fee shall be required in connection with a simultaneous assignment to a group of Approved Funds with the same investment advisor) and such formsforms (including an administrative questionnaire if the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights that survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1D, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV, Exhibit V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan or participation therein, or other Obligation may in whole or in part (a) be assigned assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another LenderLender or an Approved Fund, with or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the giving pledging Lender from any of notice to Company and Administrative Agent its obligations hereunder), or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount (i) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees which are Affiliates or (ii) as shall constitute the aggregate amount of the Commitments, LoansLoans and participations therein, and other Obligations obligations of the assigning Lender) to any other Eligible Assignee Assignee, in each case, with the giving of notice to Company the Borrowers and with the consent of Administrative Agent; provided that the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by the Administrative Agent and Company (which consent shall in its sole discretion, not to be unreasonably withheldwithheld or delayed). Any assignment , and at any time other than when an Event of Loans hereunder Default has occurred and is continuing, such assignee shall effect a pro rata assignment of be acceptable to the Notes with respect Borrowers, such consent not to each Financed Aircraftbe unreasonably withheld or delayed. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, LoansLoans or participations therein, or other Obligations or the portion thereof so assigned. The parties assignor or assignee to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 in respect of each assignment; provided, that only one fee shall be payable for simultaneous multiple assignments made by a Lender to or from its Affiliates, and in each case such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment AgreementEffective Date, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 9.10B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in and to the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may beassigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Paying Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsCommitment, Loans, Loan and other Obligations of the assigning Lender) to any other Eligible Assignee with (treating any two or more investment funds that invest in commercial loans and that are managed or advised by the giving same investment advisor or by an Affiliate of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheldsuch investment advisor as a single Eligible Assignee). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its CommitmentsCommitment, Loans, Loan or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Paying Agent, for its acceptance and recording in the RegisterRegister and delivery of a copy thereof to Company, an Assignment Agreement, together with a processing and recordation fee of $3,000 Agreement and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Paying Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 9.7B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Note to Administrative Paying Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA II annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Loans of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure or Term Loan Exposure, Loansas the case may be, and other Obligations of the assigning Lender) to any other Eligible Assignee with Lender and the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties assignee subject to each such assignment shall not be less than $1,000,000 (aggregating concurrent assignments to or by two or more Affiliated Funds for the purposes of determining such minimum amount), unless each of Administrative Agent and, so long as no Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent, for its acceptance Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and recording in the Register, deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments to or by two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3) if no Event of Default (relating to any Event of Default described in subsection 8.1, 8.6 or 8.7) has occurred and is continuing, Company, shall have consented (which consents shall not be unreasonably withheld) or denied consent thereto, which consent or denial shall be made by Company promptly (and in any case within five Business Days after the date written notice thereof has been delivered by the assigning Lender (through Administrative Agent)); provided that no consent of Company shall be required (I) in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (II) in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by DB to Persons that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States so long as such assignment is made in consultation with Company; provided, however further, that such processing fee no consent of Administrative Agent shall not be required where in the assignee is an existing case of any assignment of Term Loans to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender. Upon such execution, delivery acceptance and acceptancerecording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Commitment or Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Approved Fund of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations Commitments or Loans of the assigning Lender) to any other Eligible Assignee treating any two or more Approved Funds with the giving of notice to Company and same investment advisor as a single Eligible Assignee with the consent of Borrower (unless a Potential Event of Default or an Event of Default has occurred and is continuing) and Administrative Agent and Company (which consent of Borrower and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any ; provided that each partial assignment shall be made as an assignment of Loans hereunder shall effect a pro rata assignment proportionate part of all the Notes with respect to each Financed Aircraftassigning Lender's rights and obligations under this Agreement. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Commitments or other Obligations Loans or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such formsforms (including an administrative questionnaire if the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall 125 continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT V, EXHIBIT VI or EXHIBIT VII annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 in respect of the Revolving Loans and $1,000,000 in respect of the Tranche B Term Loans (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and, except in the event any Event of Default or Potential Event of Default shall have occurred and be continuing, Company (which consent of Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Register an Assignment Agreement, together with a processing and recordation fee of $3,000 2,000 (provided that for any assignment to a Lender, an Affiliate of a Lender, or to Administrative Agent, or made by or to GSCP, the processing and recordation fee shall be $500) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptance, recordation from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of 121 such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT IV-B, EXHIBIT V or EXHIBIT VI annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Term Loans of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, or to an Affiliate the aggregate amount of the Revolving Loan Exposure of the assigning Lender or another Lender, with and the giving of notice assignee subject to Company and Administrative Agent or (b) each such assignment shall not be assigned in an aggregate amount of not less than $5,000,000 (aggregating concurrent assignments to two or more Affiliated Funds for purposes of determining such lesser amount minimum amount), unless each of Administrative Agent and, so long as no Potential Event of Default or Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall constitute the aggregate amount be made as an assignment of the Commitments, Loans, and other Obligations a proportionate part of all the assigning Lender) ’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, and any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall effect a pro rata be made only as an assignment of the Notes with respect to each Financed Aircraft. To same proportionate part of the extent EXECUTION VERSION assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of any such assignment in accordance with either clause Credit participations, (ac) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required); provided that only one such fee shall be required in connection with concurrent assignments to two or more Affiliated Funds, and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iv) and (d); provided, however that such processing fee except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent and, if no Potential Event of Default or Event of Default has occurred and is continuing, Company, shall have consented thereto (which consent shall not be required where the assignee is an existing Lenderunreasonably withheld). Upon such execution, delivery and acceptanceconsent, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is Issuing Lender such Lender shall continue to act as Issuing Lender until it resigns or is removed as provided in Subsection 10.21). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA V annexed hereto or Exhibit IIIB, as the case may behereto, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Loans, as the case may be, Revolving Loans of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (aA) be assigned except (1) in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure or Term Loan Exposure, Loansas the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan (aggregating concurrent assignments by or to two or more Affiliated Funds for purposes of determining such minimum amount), unless each of Administrative Agent and, so long as no Event of Default under Section 8.1, Section 8.6 or Section 8.7 has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed), (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, and other Obligations any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (C) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 paid by the assignee (unless the assignee or the assignor is an Agent, in which case no fee shall be required), and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent (and, in the case of any Tax documentation required hereunder to be delivered to Borrower, to Borrower) information reasonably requested by Administrative Agent, and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding Tax matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); providedSection 2.7(b)(iii) as well as any documentation or information required under applicable “know your customer” and anti-money laundering rules and regulations, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (zD) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, except in the case of an Assignment Agreement covering all assignment to another Lender, an Affiliate of a Lender or the remaining portion an Approved Fund of an assigning a Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment each of such assignee and any remaining Commitment of such assigning Lender Administrative Agent and, if no Event of Default under Section 8.1, Section 8.6 or Section 8.7 has occurred and is continuing, Borrower shall have consented thereto (each such consent not to be unreasonably withheld or delayed); provided, that, notwithstanding the foregoing, assignments of all or any such assignment occurs after the issuance portion of the Notes hereundera Revolving Loan Commitment, the assigning Lender shall, upon the effectiveness Revolving Loans and Letter of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Credit participations shall require that Administrative Agent for cancellationand Issuing Lender shall have consented thereto (each such consent not to be unreasonably withheld or delayed); provided, and thereupon new Notes further, that Issuing Lender shall be issued have a reasonable opportunity to the assignee substantially in the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lendersatisfy its internal credit process.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure or Term Loan Exposure, Loansas the case may be, and other Obligations of the assigning Lender) to any other Eligible Assignee with Lender and the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties assignee subject to each such assignment shall not be less than $1,000,000 (aggregating concurrent assignments to or by two or more Affiliated Funds for the purposes of determining such minimum amount), unless each of Administrative Agent and, so long as no Potential Event of Default or Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent, for its acceptance Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and recording in the Register, deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments to or by two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3) if no Potential Event of Default or Event of Default has occurred and is continuing, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required (I) in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (II) in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by DB to Persons that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States so long as such assignment is made in consultation with Company; provided, however further, that such processing fee no consent of Administrative Agent shall not be required where in the assignee is an existing case of any assignment of Term Loans to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender. Upon such execution, delivery acceptance and acceptancerecording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to the Company and Administrative the Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative the Company (unless an Event of Default or Potential Event of Default has occurred and is continuing) and the Agent and Company (which consent in either case shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations thereafter arising with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative the Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to -101- 109 deliver to Administrative the Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations thereafter arising under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative the Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit IIIA Exhibits III-A, III-B and III-C annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure, LoansTranche A Term Loan Exposure or Tranche B Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $1,000,000, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments by or to two or more Affiliated Funds shall be aggregated for purposes of determining the minimum assignment amount, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, and other Obligations any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations and (c) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (unless the assignee is a Lender, an Affiliate or an Approved Fund of a Lender, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments by or to two or more Affiliated Funds), and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iv); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptanceany required consent, and recording in the Register from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV, Exhibit V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(iv) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, -------------------------------- Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another LenderLender or any Agent, or to an Affiliate or Affiliated Fund of the assigning Lender or another LenderLender or any Agent, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning LenderLender or as may be consented to by Company and Administrative Agent) to any other Eligible Assignee with the giving of notice to Company (treating all Affiliated Funds as a single Eligible Assignee and a single Lender) with the consent of Administrative Agent and Company (which consent shall only be required so long as no Event of Default has occurred and is continuing) and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment Agreement, together with a processing and recordation fee of $3,000 2,500 (to be assessed only if the assignee is not a Lender or Affiliate or Affiliated Fund of a Lender and otherwise at Administrative Agent's discretion) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, acceptance from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan -------- Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, if requested pursuant to subsection 2.1E, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the 160 assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto ------- IV, Exhibit V, or Exhibit IIIBVI annexed hereto, as the case may be, with -- --------- ---------- appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, or participation therein, or other Obligation obligation of Company may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to the Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 3,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsCommitment, Loans, and participations therein, and other Obligations obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed AircraftCompany. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its CommitmentsCommitment, Loans, or participations therein, or other Obligations obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative AgentCompany the Note to be assigned, for its acceptance and recording in the Register, an Assignment Agreementregister described below, together with a processing and recordation fee of $3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent Company pursuant to subsection 2.7B(iii)(aSection 2.5B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after surrender for transfer of the effective date specified in such Assignment Agreementapplicable Note, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementit, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementit, relinquish its rights (other than any rights that survive the termination of this Agreement under Section 9.10) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement assignment covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender new Notes shall, upon surrender of the effectiveness of such assignment or as promptly thereafter as practicableassigning Lender's Note, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA II annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender. Any successor or assign of any Lender shall be bound by the terms of the Paying Agent Agreement, including Section 8.d. thereof, which provides for a Back-Up Indemnification (as that term is defined in the Paying Agent Agreement) by the Subordinated Lenders (as that term is defined in the Paying Agent Agreement) under certain circumstances.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter -------------------------------- of Credit or participation therein or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment Agreementand Acceptance, together with a processing and recordation fee of $3,000 3,500, in the case of assignments to any Eligible Assignee that is not a Lender, or $2,500, in the case of assignments to any other Lender (provided, however, that no such processing -------- ------- fees shall be payable in the case of assignments pursuant to this subsection 10.1 effected during the first five Business Days immediately following of the Closing Date) and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iii); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (y) the assignee thereunder shall be a party hereto and, to the extent that rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any -------- of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender new Notes shall, upon surrender of the effectiveness of such assignment or as promptly thereafter as practicableassigning Lender's Notes, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued (at the expense of Company) to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the ---------- --------- case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Additional Credit Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute 120 128 the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed AircraftAgent. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement Agreement, subject to subsection 10.9B (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA IV annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may beCommitments, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Commitment or Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Approved Fund of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations Commitments or Loans of the assigning Lender) to any other Eligible Assignee treating any two or more Approved Funds with the giving of notice to Company and same investment advisor as a single Eligible Assignee with the consent of Borrower (unless a Potential Event of Default or an Event of Default has occurred and is continuing) and Administrative Agent and Company (which consent of Borrower and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any , and each partial assignment shall be made as an assignment of Loans hereunder shall effect a pro rata assignment proportionate part of all the Notes assigning Lender's rights and obligations under this Agreement with respect to each Financed Aircraftthe Loan or the Commitments assigned. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Commitments or other Obligations Loans or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (provided that only one such fee shall be required in connection with a simultaneous assignment to a group of Approved Funds with the same investment advisor; provided, further, that under no circumstances shall such fee by payable by a Replaced Lender (as defined in subsection 2.9C)) and such formsforms (including an administrative questionnaire if the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date 105 specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto except for any rights retained above; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1D, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA IX annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, -------------------------------- or participation therein, or other Obligation Obligation, may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company the Borrower and Administrative Agent the Co- Syndications Agents or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent the Borrower and Company the Co-Syndications Agents (which consent shall not not, in each such case, be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or participations therein, or other Obligations or the portion thereof so assigned. The parties assignor or assignee to each such assignment shall execute and deliver to Administrative Agentthe Co-Syndications Agents, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (such fee to be shared equally by the Co- Syndications Agents) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative the Co-Syndications Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Section 2.6.B. Upon such -------------- execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under Section 9.9.) and be released from its ------------ obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Note to the Administrative Agent for cancellation, and thereupon a new Notes Note shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA N annexed hereto or Exhibit IIIB, as the case may behereto, with appropriate --------- insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) be assigned except (1) in any the case of an assignment of the entire remaining amount of the assigning Lender's rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations Letter of Credit Exposure of the assigning Lender) Lender and the assignee subject to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent each such assignment shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment less than $5,000,000, determined as of the Notes date the Assignment Agreement with respect to each Financed Aircraft. To the extent of any such assignment is delivered to Administrative Agent or, if a trade date is specified in accordance with either clause (a) the Assignment Agreement, as of such trade date, unless Administrative Agent otherwise consents, such consent not to be unreasonably withheld or delayed, (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 5,000, and the Eligible Assignee, if it shall not be a Lender prior to such assignment, shall deliver to Administrative Agent a counterpart to the Intercreditor Agreement and such documents and information reasonably requested by Administrative Agent, including such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.4B(iii), and no such assignment shall be effective unless and until such Assignment Agreement is accepted by Administrative Agent and recorded in the Register as provided in subsection 10.1B(ii), (c) except in the case of an assignment to another Lender, Administrative Agent and each Issuing Lender shall have consented thereto (which consents shall not be unreasonably withheld or delayed (it being understood that nothing in this clause (c) shall affect the requirement that the relevant assignee meet the requirements in the definition of Eligible Assignee and any other applicable requirements of this Agreement)), and (d) no assignment by a Defaulting Lender shall be permitted unless such Defaulting Lender or assignee has funded such Defaulting Lender's defaulted funding obligations with respect to participations in Letters of Credit; provided, however however, that Underwriting Lender shall have the right to assign all or any portion of its rights and obligations under this Agreement, from time to time, without regard to the $5,000,000 minimum assignment amount (but otherwise in accordance with the terms of this Agreement, including this subsection 10.1) set forth in subsection 10.1B(i)(a), so long as the aggregate amount of the Letter of Credit Exposure of each of the Underwriting Lender and of such processing fee assignee, determined as of the date the Assignment Agreement with respect to such assignment is delivered to Administrative Agent or, if a trade date is specified in the Assignment Agreement, as of such trade date, shall not be required where the assignee is an existing Lenderless than $1,000,000. Upon such execution, delivery and acceptanceconsent, from and after the effective date specified in such Assignment Agreement, (yx) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder hereunder, (y) the assignee shall be a party to the Intercreditor Agreement and, to the extent that rights and obligations have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a "Creditor Party" thereunder (as such term is defined in the Intercreditor Agreement) and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement and the Intercreditor Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of subsection 10.9; provided that, anything contained in any of the Credit Documents to the contrary notwithstanding (but subject to subsection 9.5), if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to any Letters of Credit issued by it until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder Other than as provided in subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be modified to reflect the Commitment treated for purposes of this Agreement as a sale by such assignee Lender of a participation in such rights and any remaining Commitment of such assigning Lender andobligations in accordance with subsection 10.1C. Except as otherwise provided in this subsection 10.1, if any such assignment occurs after the issuance of the Notes hereunder, the assigning no Lender shall, upon the effectiveness as between Borrowers and such Lender, as between Agents and such Lender, or as between Issuing Lender and such Lender, be relieved of such any of its obligations hereunder as a result of any sale, assignment or as promptly thereafter as practicabletransfer of, surrender or any granting of participations in, all or any part of its applicable Notes Letter of Credit Commitment, Letters of Credit or participations therein or the other Obligations owed to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning such Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may in whole or in part (a) be assigned assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another LenderLender or an Approved Fund, with or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the giving pledging Lender from any of notice to Company and Administrative Agent its obligations hereunder), or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount (i) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees which are Affiliates or (ii) as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations obligations of the assigning Lender) to any other Eligible Assignee Assignee, in each case, with the giving of notice to Company the Borrower and with the consent of Administrative Agent and Company related Approved Funds shall be treated as one assignor or assignee in determining compliance with such minimum assignment amount; provided that if any assignment permitted by this clause (which consent b) relates to Revolving Loans, Revolving Loan Commitments or Term B Delayed Draw Loan Commitments prior to the Term B Delayed Draw Loan Commitment Termination Date, the assignee shall represent that it has the financial resources to fulfill 191 its commitments hereunder and such assignment is consented to by the Administrative Agent (in its sole discretion, not to be unreasonably withheldwithheld or delayed). Any assignment , and at any time other than when an Event of Loans hereunder Default has occurred and is continuing, such assignee shall effect a pro rata assignment of be acceptable to the Notes with respect Borrower, such consent not to each Financed Aircraftbe unreasonably withheld or delayed. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties assignor or assignee to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 2,000 in respect of assignments, and in each case such forms, certificates documentation or other evidenceinformation, if any, with respect to United States federal income tax withholding matters Included Taxes as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that however, only one such processing fee shall not be required where payable in connection with simultaneous assignments to or by two or more related Approved Funds, and in the assignee is an existing Lenderevent that the Administrative Agent, in its sole discretion, determines that the Term B Funded Loans and/or the Term B Delayed Draw Loans after the Term B Delayed Draw Loan Commitment Termination Date may be settled through a Settlement Service (defined below) pursuant to subsection 10.1C, only a written or electronic confirmation of such assignment issued by a Settlement Service (a “Settlement Confirmation”) shall be delivered with respect to assignments settled through the Settlement Service. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment AgreementEffective Date, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder (provided, that with regard to assignments occurring after the termination of syndication (as set forth in that certain Engagement Letter, dated as of November 22, 2005, among the Arrangers and the Company), no assignee, including an assignee that is already a Lender hereunder at the time of the assignment, shall be entitled to receive any greater amount pursuant to Section 2.7(B)(ii)(c) hereof with respect to the assigned interest than that to which the assignor would have been entitled to receive had no such assignment occurred) and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.10B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement or, if applicable, Settlement Confirmation covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as 192 promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in and to the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may beassigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may in whole or in part (a) be assigned assigned, in any amount to another an Eligible Assignee that is a Lender, or to an Affiliate of the assigning a Lender or another LenderLender or an Approved Fund, with or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the giving pledging Lender from any of notice its obligations hereunder), provided that the provisions of this clause (a) shall not apply to Company and Administrative Agent or any Affiliate of the Borrower to the extent that such Affiliate becomes a Lender as a result of the provisions of subsection 10.1I, (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees (other than Affiliates of the CommitmentsBorrower) which are Affiliates, Loans, and other Obligations of the assigning Lenderprovided that related Approved Funds shall be treated as one assignor or assignee in determining compliance with such minimum assignment amount) to any other Eligible Assignee that is not at such time a Lender, an Affiliate of a Lender or an Approved Fund of a Lender with the giving of notice to Company the Borrower and with the Administrative Agent; provided that if any assignment permitted by this clause (b) relates to (i) TLF I Commitments or TLF II Commitments (but not TLF I Loans or TLF II Loans) or (ii) Revolving Loans or Revolving Loan Commitments, then the Borrower shall have provided prior consent of Administrative Agent and Company (which to such assignment, such consent shall not to be unreasonably withheld). Any assignment conditioned, withheld or delayed and to be deemed given unless the Borrower has notified the assigning Lender of Loans hereunder shall effect its objection to such proposed transfer within five (5) Business Days after its receipt of a pro rata assignment of the Notes request for such consent or (c) with respect to each Financed Aircraftassignments of Term Loans to Affiliates of the Borrower pursuant to and in accordance with the terms and conditions of subsection 10.1I, be assigned in an aggregate amount of not less than the amount specified in subsection 10.1I(ii) with the giving of prompt notice to the Administrative Agent. To the extent of any such assignment in accordance with either clause (a) or ), (b) and (c) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties assignor or assignee to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 2,000 in respect of assignments, and in each case such forms, certificates documentation or other evidenceinformation, if any, with respect to United States federal income tax withholding matters Included Taxes as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that however, only one such processing fee shall not be required where payable in connection with simultaneous assignments to or by two or more related Approved Funds, and in the assignee is an existing Lenderevent that the Administrative Agent, in its sole discretion, determines that the Term Loans after the TLF II Commitment Termination Date may be settled through a Settlement Service (defined below) pursuant to subsection 10.1C, only a written or electronic confirmation of such assignment issued by a Settlement Service (a “Settlement Confirmation”) shall be delivered with respect to assignments settled through the Settlement Service. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment AgreementEffective Date, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder (provided, that with regard to assignments occurring after the termination of syndication (as set forth in that certain Commitment Letter, dated as of January 12, 2010, among the Arrangers, the Sponsor and 210 the Borrower), no assignee, including an assignee that is already a Lender hereunder at the time of the assignment, shall be entitled to receive any greater amount pursuant to Section 2.7B(ii)(c) hereof with respect to the assigned interest than that to which the assignor would have been entitled to receive had no such assignment occurred) and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.10B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement or, if applicable, Settlement Confirmation covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in and to the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may beassigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of or Approved Fund affiliated with the assigning Lender or another Lender, with the giving of notice to Company and the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower, or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 or integral multiples of $1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee (or a group of related funds that each constitute an Eligible Assignee) with the giving of notice to Company and with the prior written consent of Administrative Agent and, with respect to Revolving Loans and Company Revolving Loan Commitments, the Swing Line Lender and the Issuing Bank, and, so long as no Event of Default has occurred and is continuing, with the prior written consent of Borrower (which consent of Borrower, if required, and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (unless waived by Administrative Agent and unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required and provided, further, that only one recordation fee will be charged where multiple assignments are made by a single assignor to multiple Approved Funds administered or managed by the same Person, or by multiple Approved Funds administered or managed by the same Person to a single assignee) and such formsforms (including an administrative questionnaire if the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Bank, with respect to any outstanding Letters of Credit, such Lender shall continue to have all rights and obligations of an Issuing Bank with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the 144 Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon thereupon, if so requested by the assignee in accordance with subsection 2.10, new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender.. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan or participation in Letters of Credit hereunder, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Affiliated Fund of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent Agent, or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and participations in Letters of Credit, and other Obligations of the assigning LenderLender or as may be consented to by Company and Agents) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall only be required if no Event of Default has occurred and is continuing) and, with respect to all Lenders other than Syndication Agent, Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, LoansLoans or participations in Letters of Credit, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment AgreementAgreement (which shall contain a representation by the Assignee to the effect that none of the consideration used to make the purchase of the Commitment, Loan or participation in Letters of Credit under the applicable Assignment Agreement are "plan assets" as defined under ERISA and that the rights and interests of the Assignee in and under the Loan Documents will not be "plan assets" under ERISA), together with a processing and recordation fee of $3,000 3,500 (or such other amount as may be agreed to by Administrative Agent) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, acceptance from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, 133 anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance to the assigning Lender of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT IV, EXHIBIT V, EXHIBIT VI, EXHIBIT VII or EXHIBIT VIII annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving consent of notice to Company and with Administrative Agent and, in the case of an assignment of an Indemnity Amount or an Indemnity Participation, the consent of the applicable Funding Lender (which consent of Company, Administrative Agent and Company (which consent such Funding Lender shall not be unreasonably withheld). Any ; PROVIDED that any such assignment by a Lender (other than any assignment of Japanese Term Loans hereunder and Japanese Revolving Loan Commitments required pursuant to subsection 2.1A(ii)) in accordance with either clause (a) or (b) above shall effect a pro rata assignment of each Type of Commitment and each Type of Loan of the Notes with respect assigning Lender, and in the event that any such assigning Lender is an Indemnifying Lender, shall also effect a pro rata assignment of any Indemnity Participation and Indemnity Amount; PROVIDED FURTHER that notwithstanding the foregoing, in the event that an Indemnifying Lender is making an assignment to each Financed Aircraftany other Lender or Eligible Assignee, which Lender or Eligible Assignee desires to become a Japanese Lender or a US/UK Lender hereunder, as the case may be, the applicable Funding Lender shall be entitled to assign to such other Lender or Eligible Assignee, without making a pro rata assignment of any other Type of Commitment or Type of Loan of such Funding Lender, that portion of its Japanese Term Loans and Japanese Revolving Loan Commitment or its UK Term Loans and US/UK Revolving Loan Commitment, as the case may be, which represents the portion of the Indemnity Participation and Indemnity Amount being assigned to such other Lender or Eligible Assignee by such Indemnifying Lender, and upon such assignment by such Funding Lender, such other Lender or Eligible Assignee shall become a Japanese Lender or a US/UK Lender hereunder, as the case may be. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with (other than the assignment of Japanese Term Loans and Japanese Revolving Loan Commitments required pursuant to subsection 2.1A(ii)) a processing and recordation fee of $3,000 3,500, and with such forms, certificates or other evidence, if any, with respect to United States federal income any withholding tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent or the appropriate persons, as the case may be, pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT IV or EXHIBIT V annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure or Term Loan Exposure, Loansas the case may be, and other Obligations of the assigning Lender) to any other Eligible Assignee with Lender and the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties assignee subject to each such assignment shall not be less than $1,000,000, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent, for its acceptance Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and recording in the Register, deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (with such fee being expressly not payable in connection with any assignment to an Approved Fund of a Lender), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided2.7B(iii) and with respect to information requested under the Patriot Act, however that such processing fee and (d) Administrative Agent, if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, Xxxxx Fargo, if Xxxxx Fargo is an Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, no consent of Company or Administrative Agent shall be required where in the assignee is an existing case of any assignment to a Lender, any 123 Affiliate of a Lender or any Approved Fund of a Lender, (II) with respect to the Revolving Loans or any Revolving Loan Commitment, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Term Loans or Revolving Loans by Xxxxx Fargo. Upon such execution, delivery acceptance and acceptancerecording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter -------------------------------- of Credit, or participation therein or other Obligation may (a) be assigned in any amount to another Lender who is a Non-Defaulting Lender, or to an Approved Fund or an Affiliate of the assigning Lender or another Lender who, in either such case, is a Non-Defaulting Lender, with the giving of notice to Company and the Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount (1) as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit, and participations therein and other Obligations of the assigning Lender, or (2) as may be agreed to by Company and the Administrative Agent) to any other Eligible Assignee with the giving consent of notice the Administrative Agent (such consent not to Company be unreasonably withheld) and so long as no Event of Default shall have occurred and be continuing with the consent of Administrative Agent and Company (which such consent shall not to be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any 121 such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit, or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 and such forms3,500 payable by the assigning Lender, certificates or other evidenceand, if anyrequested by the Administrative Agent, a completed administrative questionnaire in the Administrative Agent's customary form with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing LenderAgreement. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided -------- that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Bank such Lender shall continue to have all rights and obligations of the Issuing Bank with respect to outstanding Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder. The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitments of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any the case of an assignment of the entire remaining amount of the assigning Lender's rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure or Term Loan Exposure, Loansas the case may be, and other Obligations of the assigning Lender) to any other Eligible Assignee with Lender and the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties assignee subject to each such assignment shall not be less than $1,000,000, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment and participation in Letters of Credit shall be made only as an assignment (and, in the case of Letters of Credit, participations) of the same proportionate part of the assigning Lender's Revolving Loan Commitment, Revolving Loans and Letters of Credit, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative AgentAgent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent (which initially shall be ClearPar, for its acceptance LLC) or, (B) manually execute and recording in the Register, deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire, such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided) and information requested under the Patriot Act and (d) Administrative Agent and, however that such processing fee if no Event of Default has occurred and is continuing, Company shall have consented thereto (which consent, in either case, shall not be unreasonably withheld); provided that, (i) with respect to the Term Loans, no consent of Company or Administrative Agent shall be required where in the assignee is an existing case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender,(ii) with respect to the Revolving Loans, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (iii) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Term Loans or Revolving Loans by CSFB to Persons that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery acceptance and acceptancerecording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have 108 the rights and obligations of a Lender hereunder and shall be deemed to have made all of the covenants and agreements contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV, Exhibit V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving consent of notice to Company and with the consent of Administrative Agent and Company (which consent of Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreement, (y1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z2) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it 115 pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of the Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Term Loans of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit, or participation therein or other Obligation may (a) be assigned in any amount to another Lender who is a Non-Defaulting Lender, or to an Affiliate of the assigning Lender or another Lender who, in either such case, is a Non-Defaulting Lender, with the consent of Co-Administrative Agents (which consent shall not be unreasonably withheld) and the giving of notice to Company Company; provided that, after giving effect to a proposed assignment to another Lender, the assigning Lender shall have an aggregate Commitment of at least $5,000,000 unless the proposed assignment constitutes the aggregate amount of the Commitments, Loans, Letters of Credit, and Administrative Agent participations therein and other Obligations of the assigning Lender, or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit, and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Co-Administrative Agent and Company Agents (which consent shall not be unreasonably withheld). Any assignment ) and the giving of Loans hereunder shall effect a pro rata assignment of the Notes with respect notice to each Financed AircraftCompany. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit, or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Chase Co-Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 payable by the assigning Lender and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Chase Co-Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitments of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, shall surrender its applicable Notes to Administrative Agent for cancellationand, and thereupon upon such surrender, new Notes shall be issued to the assignee and, if applicable, to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV-A, Exhibit IV-B, Exhibit IV-C, Exhibit V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Term Loans of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may in whole or in part (a) be assigned assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another LenderLender or an Approved Fund, with or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the giving pledging Lender from any of notice to Company and Administrative Agent its obligations hereunder), or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount (i) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees which are Affiliates or (ii) as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations obligations of the assigning Lender) to any other Eligible Assignee Assignee, in each case, with the giving of notice to Company the Borrowers and with the consent of Administrative Agent; PROVIDED that if any assignment permitted by this clause (b) relates to Revolving Loans, Revolving Loan Commitments, or Term B Delayed Draw Loan Commitments prior to the Term B Delayed Draw Loan Commitment Termination Date, the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by the Administrative Agent and Company (which consent shall in its sole discretion, not to be unreasonably withheld152 withheld or delayed). Any assignment , and at any time other than when an Event of Loans hereunder Default has occurred and is continuing, such assignee shall effect a pro rata assignment of be acceptable to the Notes with respect Borrowers, such consent not to each Financed Aircraftbe unreasonably withheld or delayed. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties assignor or assignee to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 2,000 in respect of assignments, and in each case such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(iii)(a); providedPROVIDED, however HOWEVER, in the event that the Administrative Agent, in its sole discretion, determines that Term B Loans after the Term B Delayed Draw Loan Commitment Termination Date may be settled through a Settlement Service (defined below) pursuant to subsection 10.1C, only a written or electronic confirmation of such processing fee assignment issued by a Settlement Service (a "SETTLEMENT Confirmation") shall not be required where delivered with respect to assignments settled through the assignee is an existing LenderSettlement Service. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment AgreementEffective Date, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.10B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement or, if applicable, Settlement Confirmation covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in and to the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may beassigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Borrower and, in the case of assignments by Lenders other than Xxxxxxx Xxxxx Credit Partners L.P., Administrative Agent and Company (which consent of Borrower and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z2) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA IV or Exhibit V annexed hereto or Exhibit IIIBin the form of Additional Term Notes, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, AXELs or Additional Term Loans of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Affiliated Fund of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 2,500,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, 119 Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company Borrower and with the consent of Administrative Agent and, provided no Event of Default has occurred and Company is continuing, Borrower (which consent of Borrower and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing fee and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering coveting all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1D, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA IV, EXHIBIT V or EXHIBIT VI annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may in whole or in part (a) be assigned assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another LenderLender or an Approved Fund, or may be pledged to by a Lender in support of its obligations to such pledgee (without releasing the pledging Lender from any of its obligations hereunder), with the giving of notice to Company the Borrowers and the Administrative Agent; PROVIDED that if such assignment relates to Revolving Loans, Revolving Loan Commitments, Term A Loans or Term A Loan Commitments, the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by the Administrative Agent and Issuing Lender (in their sole discretion) (prior to the existence of an Event of Default, such assignee shall also be acceptable to the Borrowers, such consent not to be unreasonably withheld or delayed) or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of the Administrative Agent and, so long as no Potential Event of Default or Event of Default has occurred and Company is continuing, the Borrowers (which consent shall not be unreasonably withheldwithheld or delayed). Any Assignments of Term B Loans must be in an aggregate amount of not less than $1,000,000 or such lesser amount as shall constitute the aggregate amount of such Lender's Term B Loans (unless such assignment of Loans hereunder shall effect a pro rata assignment is made to an Affiliate or an Approved Fund of the Notes with respect assignor Lender or another Lender, in which case there will be no minimum amount) and such Eligible Assignee must be reasonably acceptable to each Financed Aircraftthe Administrative Agent. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties assignor or assignee to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 2,000 in respect of assignments, and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.10B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in and to the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may beassigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any amount to another Lender, or to the case of an Affiliate assignment of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate entire remaining amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations of the assigning Lender's rights and obligations under this Agreement or (2) in the case of an assignment to any other Eligible Assignee with a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the giving principal amount of notice Loans and/or Commitment subject to Company and with the consent each such assignment shall not be less than $1,000,000, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents (which each such consent shall not to be unreasonably withheldwithheld or delayed). Any , (b) each partial assignment shall be made as an assignment of Loans hereunder shall effect a pro rata assignment proportionate part of all the Notes assigning Lender's rights and obligations under this Agreement with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations Loan or the portion thereof so Commitment assigned. The , (c) the parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iii) and (d); provided, however that such processing fee except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent and, if no Event of Default has occurred and is continuing, Company, shall have consented thereto (which consent shall not be required where the assignee is an existing Lenderunreasonably withheld). Upon such execution, and delivery and acceptanceconsent, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV, Exhibit V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Loans of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(iv) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C;

Amounts and Terms of Assignments. Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Related Fund of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company Borrower and with the consent of Administrative Agent and Company Borrower (which consent shall not be unreasonably withheld)) unless an Event of Default shall have occurred and be occurring, in which case the consent of Borrower to such assignment shall not be required. Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its CommitmentsCommitment, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptance, recording from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto)) provided, however, that the assigning Lender shall retain any right to payment accrued under Subsections 2.6C, 2.6D, 2.7, 9.2 or 9.3 unless such rights are explicitly assigned to the assignee in the Assignment Agreement. The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit IIIA I annexed hereto or Exhibit IIIB, as the case may behereto, with appropriate insertions, to reflect the new Commitments and/or Commitment or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of -------------------------------- Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving consent of notice to Company and with the consent of Administrative Agent and Company (which consent of Company and such Agents shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however however, that Administrative Agent may -------- ------- waive such processing $3,500 recordation fee shall not be required where in connection with assignments between any Lender and any of their Affiliates or between any Lenders party to this Agreement as of the assignee is an existing LenderClosing Date. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the -------- contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and, if applicable, to the assigning Lender, substantially in the form of Exhibit IIIA IV or ---------- Exhibit V annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to --------- reflect the new Commitments and/or outstanding Acquisition Term Loans, as the case may be, of the assignee and/or and, if applicable, the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 2,500,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Loans and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and so long as no Default or Event of Default has occurred and is continuing, Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder so long as no default or event of default has occurred and is continuing, shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); providedPROVIDED, however HOWEVER, that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments Loans hereunder shall be modified to reflect the Commitment Loans of such assignee and any remaining Commitment Loans of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shallmay, upon the effectiveness of such assignment or as promptly thereafter as practicableassignment, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit EXHIBIT IIIA annexed hereto or Exhibit EXHIBIT IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Loans of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of -------------------------------- Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of or Approved Fund affiliated with the assigning Lender or another Lender, with the giving of notice to Company Borrower and the consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed), or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the prior written consent of Administrative Agent and, so long as no Potential Event of Default or Event of Default has occurred and Company is continuing, with the prior written consent of Borrower (which consent of Borrower, if required, and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such formsforms (including an administrative questionnaire if the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish 125 its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to -------- the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon thereupon, if so requested by the assignee in accordance with subsection 2.10, new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the case may be, with ---------- --------- appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender.. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Commitment or Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Approved Fund of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations Commitments or Loans of the assigning Lender) to any other Eligible Assignee treating any two or more Approved Funds with the giving of notice to Company and same investment advisor as a single Eligible Assignee with the consent of Borrower (unless a Potential Event of Default or an Event of Default has occurred and is continuing) and Administrative Agent and Company (which consent of Borrower and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any ; provided that each partial assignment shall be made as an assignment of Loans hereunder shall effect a pro rata assignment proportionate part of all the Notes with respect to each Financed Aircraftassigning Lender's rights and obligations under this Agreement. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Commitments or other Obligations Loans or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such formsforms (including an administrative questionnaire if the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto V, Exhibit VI or Exhibit IIIBVII annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan or participation therein, or other Obligation may in whole or in part (a) be assigned assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another LenderLender or an Approved Fund, with or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the giving pledging Lender from any of notice to Company and Administrative Agent its obligations hereunder), or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount (i) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees which are Affiliates or (ii) as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations obligations of the assigning Lender) to any other Eligible Assignee Assignee, in each case, with the giving of notice to Company the Borrowers and with the consent of Administrative Agent; provided that if any assignment permitted by this clause (b) relates to Term Delayed Draw Loan Commitments prior to the Term Delayed Draw Loan Commitment Termination Date, the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by the Administrative Agent and Company (which consent shall in its sole discretion, not to be unreasonably withheldwithheld or delayed), and at any time other than when an Event of Default has occurred and is continuing, such assignee shall be acceptable to the Borrowers, such consent not to be unreasonably withheld or delayed. Any assignment of Loans hereunder Anything herein to the contrary notwithstanding, all assignments, participations and pledges shall effect a be made on pro rata assignment of the Notes basis with respect to each Financed Aircraftthe assigning Lender’s Term Funded Loans, Term Funded Loan Commitments, Term Delayed Draw Loans and Term Delayed Draw Loan Commitments. To the extent of any such assignment in accordance with either clause (a) or (b) aboveherewith, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or Loans and other Obligations or to the portion thereof extent so assigned. The parties assignor or assignee to each such assignment shall execute and deliver to the Administrative Agent, 139 for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 2,000 in respect of assignments, and in each case such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment AgreementEffective Date, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.10B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in and to the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may beassigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit Obligation or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letter of Credit Obligations, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company Borrower and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letter of Credit Obligations, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing LenderSECTION 2.8. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under SECTION 9.9(B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in and to the form of Exhibit IIIA annexed hereto or Exhibit IIIBassigning Lender, as the case may beapplicable, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another LenderLender or an Approved Fund, with the giving of notice to Company and Administrative Agent Facility Manager or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Loans and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving consent of notice to Company and with the consent of Administrative Agent and Company Facility Manager (which consent of Company and Facility Manager shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Loans or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative AgentFacility Manager, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent Facility Manager pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 9.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Note, if any, to Administrative Agent Facility Manager for cancellation, and thereupon thereupon, unless otherwise requested by the assignee or the assigning Lender, new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA III annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Loans of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned by any Lender in an amount not less than $5,000,000 or the entire remaining amount of its Loans and Commitments and Letters of Credit if less than $5,000,000, provided that assignments by any amount to another Lender, or Lender to an Affiliate of the assigning such Lender or another Lenderto any other Lender shall not be subject to the limitations of this clause (a) so long as such assignments to Affiliates are made in accordance with clause (b) below, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and Administrative Agent and with the prior consent of Company and, in the case of assignments by Lenders other than the Administrative Agent, consent of Administrative Agent and Company (which consent of Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its CommitmentsCommitment, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. 2.8B. Upon such execution, delivery delivery, and acceptanceacceptance and recordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 9.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall not relinquish its rights which survive the termination of this Agreement under subsection 9.9B; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Note to Administrative Agent for cancellation, and thereupon Company shall issue and deliver to Administrative Agent new Notes shall be issued to the assignee Notes, substantially in the form of Exhibit IIIA III annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to be delivered to the assignee and, if applicable, to the assigning Lender, which new Notes will reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and, if applicable, the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure or Term Loan Exposure, Loansas the case may be, and other Obligations of the assigning Lender) Lender subject to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent each such assignment shall not be unreasonably withheld). Any less than $1,000,000, in the case of any assignment of Loans hereunder shall effect a pro rata Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless Administrative Agent and, so long as no Event of Default has occurred or is continuing, Company otherwise consents (such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the Notes assigning Lender’s rights and obligations under this Agreement with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations Loan or the portion thereof so Commitment assigned. The , (c) the parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iii) and (d); provided, however that such processing fee except (i) in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent and, if no Event of Default has occurred and is continuing, Company, shall have consented thereto (which consent shall not be unreasonably withheld), and (ii) no consent of Company shall be required where in connection with any assignment relating to the assignee is an existing Lenderprimary allocation or syndication of the Loans and Commitments by BNP Paribas to Persons that are Eligible Assignees. Upon such execution, delivery and acceptanceconsent, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C. Notwithstanding anything to the contrary herein or in any Assignment Agreement, in the case of an assignment to a Person meeting the criteria of clause (i) of the definition of the term “Eligible Assignee” of the assigning Lender, such assignment shall be effective between such assigning Lender and such Eligible Assignee immediately without compliance with the conditions for assignment under this subsection 10.1B, but shall not be effective with respect to any Loan Party, Administrative Agent, any other Agent, any Issuing Lender, any Swing Line Lender or any Lender, and each Loan Party, Administrative Agent, each other Agent, each Issuing Lender, each Swing Line Lender and each Lender shall be entitled to deal solely and directly with such assigning Lender under any such assignment, in each case, until the conditions for assignment under subsection 10.1B have been complied with.

Amounts and Terms of Assignments. Each AXEL Commitment, Loan AXEL or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or a Related Fund of the assigning Lender or another Lender, with 119 the giving of notice to Company Company, Syndication Agent and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the AXEL Commitments, LoansAXEL, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company Syndication Agent (which consent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its AXEL Commitments, LoansAXELs, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 500 if such assignment is to another Lender or an Affiliate or Related Fund of the assigning Lender, or $2,000, if such assignment is to any other Eligible Assignee, and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 9.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The AXEL Commitments hereunder shall be modified to reflect the AXEL Commitment of such assignee and any remaining AXEL Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the AXEL Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable AXEL Notes to Administrative Agent for cancellation, and thereupon new AXEL Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA III annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new AXEL Commitments and/or outstanding LoansAXELs, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit, or participation therein or other Obligation may (a) be assigned in any amount to another Lender who is a Non-Defaulting Lender, or to an Approved Fund or an Affiliate of the assigning Lender or another Lender who, in either such case, is a Non-Defaulting Lender, with the giving of notice to the Company and the Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit, and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of the Administrative Agent and Company (which such consent shall not to be unreasonably withheld). Any assignment ) and, so long as no Default or Event of Loans hereunder Default shall effect a pro rata assignment of have occurred and be continuing, following consultation with the Notes with respect to each Financed AircraftCompany. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit, or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 and 3,500 payable by the assigning Lender, such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(iii)(a); provided) and, however that such processing fee shall not be required where if requested by the Administrative Agent, a completed administrative questionnaire in the Administrative Agent's customary form with respect to the assignee is an existing Lenderunder such Assignment Agreement. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from 129 and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Bank such Lender shall continue to have all rights and obligations of the Issuing Bank with respect to outstanding Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder. The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitments of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, shall surrender its applicable Notes to Administrative Agent for cancellationand, and thereupon upon such surrender, new Notes shall be issued to the assignee and, if applicable, to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV-A or B or Exhibit IIIBV-A annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Term Loans of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning LenderLender or as may be consented to by Company and Agents) to any other Eligible Assignee with the giving of notice to Company and with the consent of Company and, with respect to all Lenders other than DLJ, Syndication Agent and Administrative Agent and Company (which consent of Company, Syndication Agent and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any ; provided that any such assignment of Loans hereunder in accordance with either clause (a) or (b) above shall effect a pro rata assignment (based on the respective principal amounts thereof then outstanding or in effect) of each of (i) the Tranche A Term Loan Commitment or the Tranche A Term Loan and the Revolving Loan Commitment and the Revolving Loans, and (ii) the Tranche B Term Loan Commitment or the Tranche B Term Loan, in each case of the Notes with respect assigning Lender; provided, further that the minimum aggregate amount specified in clause (b) above shall not apply to each Financed Aircraftthe Commitment, Loans, Letters of Credit or participations therein or other Obligations of DLJ. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment Agreement, together with a processing and recordation fee of $3,000 (to be assessed at Administrative Agent's election) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, acceptance from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV, Exhibit V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Related Fund of the assigning Lender or another Lender, with the giving of notice to Company the Borrower and the Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company the Borrower and with the consent of the Administrative Agent and Company the Borrower (which consent shall not be unreasonably withheld)withheld or delayed) unless (I) an Event of Default shall have occurred and be occurring or (II) such assignment is consented to by the Administrative Agent within 15 days after the Initial Borrowing Date, in each of which cases the consent of the Borrower to such assignment shall not be required. Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed AircraftAircraft or Spare Engine Pool. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its CommitmentsCommitment, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however however, that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptance, recording from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided further, however, that the assigning Lender shall retain any right to payment accrued under subsections 2.6C, 2.6D, 2.7, 9.2 or 9.3 unless such rights are explicitly assigned to the assignee in the Assignment Agreement. The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit IIIA IIA annexed hereto or Exhibit IIIBIIB annexed hereto, as the case may beappropriate, with appropriate insertions, to reflect the new Commitments and/or Commitment or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, or participation therein, or other Obligation owed to any Lender, may (a) be assigned in any amount amount, at any time, to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company the Borrowers and the Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of the Borrowers and the Administrative Agent and Company (which consent shall not not, in each such case, be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or participations therein, or other Obligations or the portion thereof so assigned. The parties assignor or assignee to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Section 2.7.B. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under Section 9.9.) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Note to the Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA N and/or Exhibit O annexed hereto or Exhibit IIIBhereto, as the case may beapplicable, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving consent of notice to Company if there has not occurred and with is then continuing an Event of Default and of Administrative Agent and, in the case of an assignment of an Indemnity Amount or an Indemnity Participation, the consent of Administrative Agent and Company (which consent of Company and Administrative Agent shall not be unreasonably withheld). Any ; PROVIDED that any such assignment of Loans hereunder by a Lender in accordance with either clause (a) or (b) above shall effect a pro rata assignment of each Type of Commitment and each Type of Loan of the Notes with respect assigning Lender, and in the event that any such assigning Lender is an Indemnifying Lender, shall also effect a pro rata assignment of any Indemnity Participation and Indemnity Amount; PROVIDED FURTHER that notwithstanding the foregoing, in the event that an Indemnifying Lender is making an assignment to each Financed Aircraftany other Lender or Eligible Assignee, which Lender or Eligible Assignee desires to become a UK Lender, a French Lender or a Japanese Lender hereunder, as the case may be, Administrative Agent shall be entitled to assign to such other Lender or Eligible Assignee, without making a pro rata assignment of any other Type of Commitment or Type of Loan of Administrative Agent, that portion of its UK Revolving Loan Commitment, its French Revolving Loan Commitment or its Japanese Revolving Loan Commitment, as the case may be, which represents the portion of the Indemnity 151 Participation and Indemnity Amount being assigned to such other Lender or Eligible Assignee by such Indemnifying Lender, and upon such assignment by Administrative Agent, such other Lender or Eligible Assignee shall become a UK Lender, a French Lender or a Japanese Lender hereunder, as the case may be. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500, and with such forms, certificates or other evidence, if any, with respect to United States federal income any withholding tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent or the appropriate persons, as the case may be, pursuant to subsection 2.7B(iii)(a) (as fully set forth in ANNEX A); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT IV or EXHIBIT V annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 ________* (or such lesser amount as shall constitute the aggregate amount of the CommitmentsCommitment, Loans, Loan and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company Borrower and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed AircraftAgent. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its CommitmentsCommitment, Loans, Loan or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 9.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Note, to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA III annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Loans of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another LenderLender or to an Approved Fund, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate aggre- gate amount of not less than (i) $5,000,000 in the case of Revolving Loans and Revolving Commitments and Tranche A Term Loans and (or ii) $1,000,000 in the case of Tranche B Term Loans (or, in each case, such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Company, Administrative Agent and, in the case of an assignment of Revolving Loans, each Issuing Lender which then has a Letter of Credit outstanding (which consent of Company, Administrative Agent and Company (which consent Issuing Lender shall not be unreasonably withheldwithheld or delayed). Any ; provided that assignment of Loans hereunder shall effect a pro rata assignment to an Affiliate (or an Approved Fund) of the Notes with respect assigning Lender that would result in increased costs to each Financed AircraftCompany shall also require the prior written consent of Company and such prior written consent of Company may not be unreasonably withheld and which may be conditioned on the Eligible Assignee agreeing not to require reimbursement from Company of such increased costs; provided, further, that after an Event of Default occurs and is continuing, the consent of Company shall not be required for assignment to an Eligible Assignee. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations obligations or the portion thereof so assigned. The parties to each such assignment shall (i) electronically execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreementand Acceptance via an electronic settlement system acceptable to the Administrative Agent (which initially shall be ClearPar, LLC) or (ii) manually execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,000 and US$3,500 (except in the event of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund) and, in each case, such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV-A, Exhibit IV-B or Exhibit IIIBV annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another LenderLender or to an Approved Fund, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving consent of notice to Company and with the consent of Administrative Agent and Company (which consent of Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any ; provided that assignment of Loans hereunder shall effect a pro rata assignment to an Affiliate of the Notes with respect assigning Lender (or an Approved Fund) that would result in increased costs to each Financed AircraftCompany shall also require the prior written consent of Company and such prior written consent of Company would not be unreasonably withheld and which may be conditioned on the Eligible Assignee agreeing not to require reimbursement from Company of such increased costs; provided, further, that after an Event of Default occurs and is continuing, the consent of Company shall not be required for assignment to an Eligible Assignee. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (except in the event of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV-A, Exhibit IV-B or Exhibit IIIBV annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit, or participation therein or other Obligation may (a) be assigned in any amount to another Lender who is a Non-Defaulting Lender, or to an Affiliate of the assigning Lender or another Lender who, in either such case, is a Non- Defaulting Lender, with the consent of Co-Administrative Agents (which consent shall not be unreasonably withheld) and the giving of notice to Company Company; provided that, after giving effect to a proposed assignment to another Lender, the assigning Lender shall have an aggregate Commitment of at least $5,000,000 unless the proposed assignment constitutes the aggregate amount of the Commitments, Loans, Letters of Credit, and Administrative Agent participations therein and other Obligations of the assigning Lender, or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit, and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Co-Administrative Agent and Company Agents (which consent shall not be unreasonably withheld). Any assignment ) and the giving of Loans hereunder shall effect a pro rata assignment of the Notes with respect notice to each Financed AircraftCompany. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit, or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Chase Co-Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 payable by the assigning Lender and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Chase Co-Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitments of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, shall surrender its applicable Notes to Administrative Agent for cancellationand, and thereupon upon such surrender, new Notes shall be issued to the assignee and, if applicable, to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV- A, Exhibit IV-B, Exhibit IV-C, Exhibit V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Term Loans of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of ------------------------------------ Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Affiliated Fund of the assigning Lender or another Lender, with the giving of notice to Company and the consent of Administrative Agent (which consent shall not be unreasonably withheld), or (b) be assigned in an aggregate amount of not less than $5,000,000 2,500,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the prior written consent of Administrative Agent and Company (which consent shall only be required if no Potential Event of Default or Event of Default has occurred and is continuing) and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan -------- Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV-A, Exhibit IV-B, Exhibit IV-C or Exhibit IIIB------------ ------------ ------------ ------- V annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender.. (ii)

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may be (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, or to a Related Fund of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent Agent, or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and (x) Company (which consent shall only be required so long as no Event of Default has occurred and is continuing) and (y) the Agents (in each case which consent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided. Notwithstanding anything to the contrary in the foregoing, however that such no processing and recordation fee shall not be required where payable in respect of assignments by Syndication Agent to Lenders with Tranche B 130 Term Loan Commitments made within 10 Business Days of the assignee is an existing LenderClosing Date. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have (in addition to any such rights and obligations theretofore held by it) the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto (without prejudice to the survival of representations, warranties and agreements pursuant to subsection 10.9); provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitment(s) of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter -------------------------------- of Credit, or participation therein or other Obligation may (a) be assigned in any amount to another Lender who is a Non-Defaulting Lender, to an Approved Fund of a Non-Defaulting Lender, or to an Affiliate of the assigning Lender or another Lender who, in either such case, is a Non-Defaulting Lender, with the consent of Administrative Agent (which consent shall not be unreasonably withheld) and the giving of notice to Company Company; provided that, after giving -------- effect to a proposed assignment to another Lender, the assigning Lender shall have an aggregate Commitment of at least $1,000,000 unless the proposed assignment constitutes the aggregate amount of the Commitments, Loans, Letters of Credit, and Administrative Agent participations therein and other Obligations of the assigning Lender, or (b) be assigned in an aggregate amount of not less than $5,000,000 than$1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit, and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment ) and the giving of Loans hereunder shall effect a pro rata assignment of the Notes with respect notice to each Financed AircraftCompany. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning 127 Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit, or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 payable by the assigning Lender and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan -------- Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitments of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, shall surrender its applicable Notes to Administrative Agent for cancellationand, and thereupon upon such surrender, new Notes shall be issued to the assignee and, if applicable, to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV, Exhibit V , Exhibit VII or Exhibit IIIBVIII ---------- --------- ----------- ------------ annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Term Loans of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Lender's Commitment, Loan Loan, Letter of Credit or participation therein or other Obligation may (a) be assigned in any amount (of a constant and not a varying percentage) to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Managing Agent or (b) be assigned in an aggregate amount (of a constant and not a varying percentage) of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsCommitment, Loans, Letters of Credit and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company Borrower and Managing Agent and with the consent of Administrative Managing Agent and Company (which such consent shall not to be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) aboveabove and upon execution and delivery of an Assignment and Acceptance with respect thereto as provided below, the assigning Lender shall be relieved of its obligations with respect to its CommitmentsCommitment, Loans, Letters of Credit or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Managing Agent, for its acceptance and recording in the Registeracceptance, an Assignment Agreementand Acceptance, together with a processing and recordation fee of $3,000 2,500 and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Managing Agent pursuant to subsection 2.7B(iii)(a2.7B(iii); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender new Notes shall, upon surrender of the effectiveness of such assignment or as promptly thereafter as practicableassigning Lender's Note, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV, Exhibit IV-A or Exhibit IIIBIV-B annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may in whole or in part (a) be assigned assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another LenderLender or an Approved Fund, with or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the giving pledging Lender from any of notice to Company and Administrative Agent its obligations hereunder), or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 (or such lesser amount (i) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees which are Affiliates or (ii) as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations obligations of the assigning Lender) to any other Eligible Assignee Assignee, in each case, with the giving of notice to Company the Borrowers and with the consent of Administrative Agent; provided that if any assignment permitted by this clause (b) relates to Revolving Loans, Revolving Loan Commitments, Term A Loans or Term A Loan Commitments prior to the Term A Loan Commitment Termination Date, or Term B Delayed Draw Loan Commitments prior to the Term B Delayed Draw Loan Commitment Termination Date, the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by the Administrative Agent and Company (which consent shall in its sole discretion, not to be unreasonably withheldwithheld or delayed). Any assignment , and at any time other than when an Event of Loans hereunder Default has occurred and is continuing, such assignee shall effect a pro rata assignment of be acceptable to the Notes with respect Borrowers, such consent not to each Financed Aircraftbe unreasonably withheld or delayed. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties assignor or assignee to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 in respect of assignments, and in each case such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however however, in the event that the Administrative Agent, in its sole discretion, determines that Term B Loans after the Term B Delayed Draw Loan Commitment Termination Date may be settled through a Settlement Service (defined below) pursuant to subsection 10.1C, only a written or electronic confirmation of such processing fee assignment issued by a Settlement Service (a "Settlement Confirmation") shall not be required where delivered with respect to assignments settled through the assignee is an existing LenderSettlement Service. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment AgreementEffective Date, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.10B) and be released from its obligations under this Agreement (and, in the case of an Assignment 121 Agreement or, if applicable, Settlement Confirmation covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in and to the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may beassigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure or Term Loan Exposure, Loansas the case may be, and other Obligations of the assigning Lender) to any other Eligible Assignee with Lender and the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties assignee subject to each such assignment shall not be less than $1,000,000, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent, for its acceptance Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and recording in the Register, deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided2.7B(iii) and with respect to information requested under the Patriot Act, however that such processing fee and (d) Administrative Agent, if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, CSFB, if CSFB is an Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, no consent of Company or Administrative Agent shall be required where in the assignee is an existing case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender, (II) with respect to the Revolving Loans or any Revolving Loan Commitment, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Term Loans or Revolving Loans by CSFB. Upon such execution, delivery acceptance and acceptancerecording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and 103 obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) be assigned in any the case of an assignment of the entire 110 111 remaining amount of the assigning Lender's rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsRevolving Loan Exposure or Term Loan Exposure, Loansas the case may be, and other Obligations of the assigning Lender) Lender and the assignee subject to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent each such assignment shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or less than $1,000,000, (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided) and (c) Administrative Agent and, however that such processing fee if no Event of Default has occurred and is continuing, Company, shall have consented thereto (which consent shall not be unreasonably withheld); provided that no consent of Company or Administrative Agent shall be required where in the assignee is an existing case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and no consent of Company shall be required in connection with any assignment completed on or prior to January 5, 2001 by CSFB or Bankers Trust Company to Persons that are either organized under the laws of the United States or are qualified to do business in or or more states of the United States. Upon such execution, delivery and acceptanceconsent, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV, Exhibit V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Credit Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another LenderLender or to an Approved Fund or by either of the Joint Lead Arrangers, with the giving of notice to the Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving consent of notice to the Company and with the consent of Administrative Agent and Company (which consent of the Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any ; provided that assignment of Loans hereunder shall effect a pro rata assignment to an Affiliate of the Notes with respect assigning Lender (or an Approved Fund) that would result in increased costs to each Financed Aircraftthe Company shall also require the prior written consent of the Company and such prior written consent of the Company would not be unreasonably withheld if the same is conditioned on the Eligible Assignee agreeing not to require reimbursement from Company of such increased costs; provided, further, that after an Event of Default occurs and is continuing, the consent of the Borrowers shall not be required for assignment to an Eligible Assignee. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been 180 assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 11.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT IV, EXHIBIT V, EXHIBIT VI or EXHIBIT VII annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Lender may assign its interests in the Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may Obligation, provided that each such assignment (ai) shall be assigned in any amount subject to the written consent of Borrower and the Administrative Agent (which consents shall not be unreasonably withheld, provided that when an Event of Default exists, no such consent will be required from Borrower), (ii) which is not to another Lender, Lender or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) shall be assigned in an aggregate amount of not less than $5,000,000 10,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsCommitment, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) and shall be to any other an Eligible Assignee with described in clause (A) of the giving definition of notice to Company "Eligible Assignee", and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder iii) shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent Loans, Letters of any such assignment in accordance with either clause Credit (aor participations therein) or (b) above, and commitment of the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the portion thereof so assignedLender. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 2,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection Section 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Note, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with Section 2.1E, be issued to the assignee substantially in and/or to the form of Exhibit IIIA annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, assigning Lender to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.. (ii)

Amounts and Terms of Assignments. Each Commitment, Loan Any Lender may assign to one or other Obligation may more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) be assigned except (1) in any the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to another Lender, a Lender or to an Affiliate of the assigning a Lender or another an Approved Fund of a Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations Revolving Loan Exposure of the assigning Lender) Lender and the assignee subject to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent each such assignment shall not be unreasonably withheld). Any less than $1,000,000, in the case of any assignment of Loans hereunder a Revolving Loan unless Administrative Agent otherwise consents each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall effect a pro rata be made as an assignment of a proportionate part of all the Notes assigning Lender’s rights and obligations under this Agreement with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations Loan or the portion thereof so Commitment assigned. The , (c) the parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment Agreement, together with a processing and recordation fee of $3,000 1,500 (at Administrative Agent’s discretion) and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters and with respect to information requested under the Patriot Act as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iii), and (d) Administrative Agent and, if no Event of Default has occurred and is continuing, Borrower, shall have consented thereto (which consent shall not be unreasonably withheld or delayed); provided, however that such processing fee no consent of Borrower shall not be required where in connection with any assignment relating to the assignee is an existing Lenderprimary allocation or syndication of the Revolving Loans by SunTrust to Persons that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery and acceptanceconsent, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Revolving Loans, as the case may be, of the assignee and/or and the assigning Lender.. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Each Loan, Commitment, Loan Letter of Credit or participation therein or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the all Loans, Commitments, Loans, Letters of Credit and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and Administrative Agent and with the consent of Administrative Agent and except during the continuance of an Event of Default, in the case of assigning Lenders other than Bankers, Company (which consent of Administrative Agent and Company shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Loans, Commitments, Loans, Letters of Credit or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, Agent for its acceptance and recording in the Register, Register an Assignment Agreement, together with, except in connection with an assignment pursuant to subsection 2.9C, a processing and recordation fee of $3,000 1,000 with respect to an assignment in accordance with clause (a) above or $3,500 with respect to an assignment in accordance with clause (b) above and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iii); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptanceacceptance and recordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); PROVIDED that the assigning Lender shall retain its rights (concurrently with such assignee) under subsections 2.6D, 2.7, 3.5A, 3.6, 11.2, 11.3 and 11.4. The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness 128 of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT IV annexed hereto or Exhibit IIIB, as the case may behereto, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein or other Obligation may (a) be assigned in any amount to an Eligible Assignee that is another Lender, or to an Affiliate or Affiliated Fund of the assigning Lender or another Lender, with the giving of notice to Company and US Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 US$1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of US Administrative Agent (which consent shall not be unreasonably withheld) and, so long as no Event of Default shall have occurred and be continuing, Company (which consent shall not be unreasonably withheld). Any assignment ) and, in the case of Loans hereunder shall effect a pro rata an assignment of the Notes with respect Revolving Loan Commitment, the Issuing Lender (which consent shall not be unreasonably withheld); provided that it is hereby acknowledged and agreed that Company's right to each Financed Aircraftconsent to a proposed assignment shall be limited to whether or not the proposed assignee is an Eligible Assignee; provided, further, that no Lender may assign all or any part of its US Tranche Term Loans without assigning at the same time a proportionate part of its CN Tranche Term Loans to the same assignee nor may any Lender assign all or any part of its CN Tranche Term Loans without assigning at the same time a proportionate part of its US Tranche Term Loan to the same assignee. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letter of Credit or participation therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to US Administrative Agent, for its acceptance and recording in the applicable Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 US$3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to US Administrative Agent and Company pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations 134 hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement Agreement, subject to subsection 10.9B (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, notwithstanding anything contained in any of the Priority Secured Loan Documents to the contrary, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit, such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to US Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA IV, Exhibit V, Exhibit VI or Exhibit VII annexed hereto or Exhibit IIIBwith appropriate insertions, to reflect the new Commitments, of the assignee and/or, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Loan, Commitment, Loan Letter of Credit or participation therein or other Obligation may (a) be assigned in any amount (of a constant and not a varying percentage) to another Lender, or to an Affiliate or Related Fund of the assigning Lender or another Lender, with the giving of notice to Company Borrowers’ Agent and Administrative Agent (provided that, if such Related Fund is not a 179 Lender, such assignment shall be in an amount not less than $1,000,000 in the case of a Term Loan or Term Loan Commitment and $2,500,000 in the case of a US Revolving Loan Commitment, Multicurrency Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation) or (b) be assigned in an aggregate amount (of a constant and not a varying percentage) of not less than $5,000,000 1,000,000 in the case of a Term Loan or Term Loan Commitment and $2,500,000 in the case of a US Revolving Loan Commitment, Multicurrency Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation (or such lesser amount (X) as shall constitute the aggregate amount of the all Loans, Commitments, Loans, Letters of Credit or participations therein and other Obligations of the assigning LenderLender or (Y) so long as, after giving effect to such assignment and any other assignments concurrently being made to the assignee, such assignee receives not less than $1,000,000 of Term Loans or Term Loan Commitment, or $2,500,000 of US Revolving Loans, Multicurrency Revolving Loans, Commitments, or other Obligations assigned to it) to any other Eligible Assignee with the giving of notice to Company Borrowers’ Agent and Administrative Agent and, if no Event of Default shall have occurred and be continuing, with the consent of Borrowers’ Agent and Administrative Agent and Company (which consent of Borrowers’ Agent and Administrative Agent shall not be unreasonably withheld). Any assignment , withdrawn, delayed or denied; provided that the inability of Loans hereunder an Eligible Assignee to satisfy the requirements set forth in subsection 2.7C(v) of this Agreement, if applicable, shall effect a pro rata constitute reasonable grounds for withholding such consent; provided further, that it shall also be reasonable for Borrowers’ Agent to withhold consent to an assignment of the Notes Multicurrency Revolving Loan Commitments or Swiss Revolving Loans to an entity that is not a Qualifying Bank or Qualifying Intragroup Creditor if such assignment would cause withholding tax to be imposed on the Swiss Revolving Loans; provided further, that it shall also be reasonable for Borrowers’ Agent to withhold consent to an assignment of Tranche D Term Loans, Tranche D Term Loan Commitment, or Multicurrency Revolving Loan Commitment if, the assigned amount is less than the Dollar Equivalent of €50,000); and provided yet further, however, that any assignment in accordance with respect to each Financed Aircraftclause (b) made by Administrative Agent or Syndication Agent or their respective Affiliates as part the primary syndication or any assignment made by any Lender after the occurrence and during the continuation of an Event of Default or if required by applicable law shall not require the consent of the Borrowers’ Agent. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Loans, Commitments, Loans, Letters of Credit or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreementand Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, together if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,000 3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent) and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding and foreign tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7C(v); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreement180 and Acceptance, (y) the assignee thereunder shall be a party hereto and a “Lender” hereunder to the extent of the portion of any such Obligation or Commitment so assigned hereunder and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder hereunder, including, without limitation, the obligation in subsection 10.20 to maintain the confidentiality of all non-public information received by it pursuant to this Agreement and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights and be released from its obligations (except as otherwise provided in subsection 10.11) under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto); provided that, if the assignee of the assigning Lender is an Affiliate of such Lender, such assignee shall not be entitled to receive any greater amount pursuant to subsections 2.6D(iii) or 2.7 than the assigning Lender would have been entitled to receive in respect of the amount of the assignment effected by such assigning Lender to such Affiliate had no such assignment occurred. The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitments of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, a Note to the assigning Lender shallhereunder, upon the effectiveness of such assignment or as promptly thereafter as practicableif requested pursuant to subsection 2.1G(iv), surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued upon request to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV-A, Exhibit IV-B, Exhibit IV-C, Exhibit IV-D, Exhibit V, or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company Borrowers and Administrative Agent; provided that if such assignment relates to Revolving Loans or Revolving Loan Commitments, the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by Administrative Agent and Issuing Lender (such consent not to be unreasonably withheld or delayed) or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Borrowers and Administrative Agent and Company (which consent shall not be unreasonably withheldwithheld or delayed). Any ; provided that any such assignment of Loans hereunder in accordance with either clause (a) or (b) above shall effect a pro rata assignment (based on the respective principal amounts thereof then outstanding or in effect) of both the Term Loan Commitment and the Term Loans of the Notes with respect to each Financed Aircraftassigning Lender, on the one hand, and the Revolving Loan Commitment and the Revolving Loans of the assigning Lender, on the other hand, except where such Lender does not hold both Revolving Loan Commitments or Revolving Loans and Term Loan Commitments or Term Loans. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties assignor or assignee to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of (a) $3,000 2,000 in respect of assignments made between parties which are not Lenders as at the Closing Date and (b) $500 in respect of assignments made between parties one of which is a Lender as at the Closing Date, and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA Exhibits III-A, III-B, or III-C annexed hereto or Exhibit IIIBhereto, as the case may beapplicable, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, Lender or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning LenderLender as may be agreed to by Company and Administrative Agent) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Managing Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Registeracceptance, an a Lender Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Lender Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptance, recordation from and after the effective date specified in such Lender Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is Administrative Agent with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Administrative Agent with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitments of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, and the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Note to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibits V or Exhibit IIIA VI, respectively, annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit, or participation therein or other Obligation may (a) be assigned in any amount to another Lender who is a Non- Defaulting Lender, or to an Affiliate of the assigning Lender or another Lender who, in either such case, is a Non-Defaulting Lender, with the consent of Co-Administrative Agents (which consent shall not be unreasonably withheld) and the giving of notice to Company Company; provided that, after giving effect to a proposed assignment to another Lender, the assigning Lender shall have an aggregate Commitment of at least $5,000,000 unless the proposed assignment constitutes the aggregate amount of the Commitments, Loans, Letters of Credit, and Administrative Agent participations therein and other Obligations of the assigning Lender, or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit, and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Co-Administrative Agent and Company Agents (which consent shall not be unreasonably withheld). Any assignment ) and the giving of Loans hereunder shall effect a pro rata assignment of the Notes with respect notice to each Financed AircraftCompany. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit, or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Chase Co-Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 payable by the assigning Lender and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Chase Co-Administrative Agent pursuant to subsection 2.7B(iii)(a2.7B(iii) (a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitments of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, shall surrender its applicable Notes to Administrative Agent for cancellationand, and thereupon upon such surrender, new Notes shall be issued to the assignee and, if applicable, to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV, Exhibit V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Term Loans of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Borrower and, in the case of assignments by Lenders other than Xxxxxxx Xxxxx Credit Partners L.P., Administrative Agent and Company (which consent of Borrower and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z2) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the 125 case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, AXELs of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participation therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company Borrower and Administrative Agent and with the consent of Borrower and Administrative Agent and Company (which consent of Borrower and Administrative Agent shall not be unreasonably withheldwithheld and which consent, in the case of Borrower, shall not be required at any time that an Event of Default has occurred and is continuing). Any ; PROVIDED that as long as no Event of Default has occurred and is continuing, after giving effect to any such assignment by an assigning Lender which is less than the total amount of such assigning Lender's aggregate Term Loan Commitment, Term Loans, Revolving Loan Commitment, Revolving Loans hereunder or interest in any Letters of Credit, the aggregate amount of such assigning Lender's Term Loan Commitment, Term Loans, Revolving Loan Commitment, Revolving Loans and interests in Letters of Credit held by it shall effect a pro rata assignment of the Notes with respect to each Financed Aircraftnot be less than $5,000,000. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment Agreementassignment agreement, together with a processing and recordation fee of $3,000 and (i) such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement assignment agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such ) and (ii) for assignments pursuant to clause (b) above a processing fee of $3,500 (for which no Obligor shall not be required where the assignee is an existing Lenderhave any responsibility or liability). Upon such execution, delivery delivery, and acceptance, from and after the effective date specified in such Assignment Agreementassignment agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementassignment agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementassignment agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement assignment agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT IV or EXHIBIT V annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 in the case of Commitments and Loans (or (x) in each case, such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning LenderLender or (y) in the event of simultaneous assignments by or to two or more Approved Funds such assignments shall be combined for purposes of determining whether the minimum assignment requirement as set forth above is met) to any other Eligible Assignee with the giving of notice to Company and with the consent of Company, Administrative Agent and, in the case of an assignment of Revolving Loans, each Issuing Lender (which consent of Company, Administrative Agent and Company (which consent each Issuing Lender shall not be unreasonably withheldwithheld or delayed). Any ; provided that the consent of Company shall not be required for any assignment of Loans hereunder shall effect a pro rata assignment (x) to another Lender, or to an Affiliate of the Notes with respect assigning Lender or another Lender or to each Financed Aircraftan Approved Fund and (y) after an Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing; provided, further, that an assignment to an Affiliate (or an Approved Fund) of the assigning Lender that would result in increased costs to Company shall also require the prior written consent of Company and such prior written consent of Company may not be unreasonably withheld and may be conditioned on the Eligible Assignee agreeing not to require reimbursement from Company of such increased costs. If Company has not responded within ten Business Days to any request for an assignment, Company shall be deemed to have consented to such assignment. To the extent of any such assignment in accordance with either clause (a) or (b) the above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein or other Obligations obligations or the portion thereof so assigned. The parties to each such assignment shall (i) electronically execute and deliver to Administrative AgentAgent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent (which initially shall be ClearPar, for its acceptance LLC) or (ii) manually execute and recording in the Register, deliver to Administrative Agent an Assignment Agreement, in each case, together with a (x) processing and recordation fee of $3,000 US$3,500 (which may be reduced or waived in the sole discretion of Administrative Agent), (y) an Administrative Questionnaire, substantially in the form of Exhibit VIII annexed hereto, if the Eligible Assignee shall not already be a Lender hereunder and (z) such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit, such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV-A, Exhibit IV-B or Exhibit IIIBIV-C annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company Borrowers and Administrative 110 Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 in the case of the Series A Revolving Loans and $1,000,000 in the case of the Series B Term Loans and the Series C Term Loans (in each case, other than for assignments to other Lenders or Affiliates of such Lender or other Lenders) (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Loans and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company Borrowers and with the consent of Company (except with respect to any assignment under the Loan Put Agreement or upon the occurrence and during the continuance of an Event of Default) and Administrative Agent and Company (which consent of Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Loans or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 with respect to assignments by any Lender (other than GSCP) to any person and $500 with respect to assignments by or to GSCP, and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z2) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 9.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if If any such assignment occurs after the issuance of the any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon thereupon, upon the request of the assignee and/or the assigning Lender, new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV, Exhibit V or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, Loans of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Related Fund of the assigning Lender or another Lender, with the giving of notice to Company Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company Borrower and with the consent of Administrative Agent and Company Borrower (which consent shall not be unreasonably withheld)) unless an Event of Default shall have occurred and be occurring, in which case the consent of Borrower to such assignment shall not be required. Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed AircraftAircraft and related Spare Engine. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its CommitmentsCommitment, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptance, recording from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto)) provided, however, that the assigning Lender shall retain any right to payment accrued under subsections 2.6C, 2.6D, 2.7, 9.2 or 9.3 unless such rights are explicitly assigned to the assignee in the Assignment Agreement. The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee substantially in the form of Exhibit IIIA II annexed hereto or Exhibit IIIB, as the case may behereto, with appropriate insertions, to reflect the new Commitments and/or Commitment or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Acceptance, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to an Eligible Assignee that is another Lender, or to an Eligible Assignee that is an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative each Primary Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 10,000,000 (or such lesser amount as shall constitute the aggregate amount of the CommitmentsAggregate Commitment, Loans, Letters of Credit and participations therein, Acceptances and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of upon notice to Company the Administrative Agent and with the consent of Administrative Agent Co-Arrangers and, so long as no Event of Default under subsection 10.1, 10.6 or 10.7 has occurred and is continuing, Company (which consent of Company and Co-Arrangers shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of ; provided that any such assignment in accordance with either clause (a) or (b) aboveshall effect an assignment of either (1) a proportionate share of the Tranche A Domestic Commitment or Tranche B Domestic Commitment of the assigning Lender and all corresponding Loans and interests in Letters of Credit (in the case of the Tranche A Domestic Commitment) of the assigning Lender or (2) except as set forth in the next paragraph of this subsection, a proportionate share of the Tranche A Canadian Commitment or Tranche B Canadian Commitment of the assigning Lender and all corresponding Loans and Acceptances of the assigning Lender. To the extent of any such assignment in accordance with the preceding clause (a) or (b) of this subsection 13.1B, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, Acceptances or other Obligations or the portion thereof so assigned. Notwithstanding the provisions of the preceding paragraph of this subsection, any Canadian Lender that is not resident in the United States of America for withholding tax purposes shall have the option to assign only its obligation to fund Canadian/U.S. Loans from time to time upon its receipt of a Notice of Borrowing relating thereto, together with all of its rights to receive payments of principal of and 117 123 interest on such Loans (including any such Canadian/U.S. Loans theretofore funded and outstanding), to a U.S. Affiliate of such Canadian Lender (such an assignment, a "CANADIAN/U.S. FUNDING ASSIGNMENT"); provided no such assignment shall relieve such Canadian Lender of its obligation to fund Loans (including Canadian/U.S. Loans) under subsection 2.1A(ii) or under subsection 2.1A(iv). Any such assignment shall obligate the U.S. Affiliate of such Canadian Lender to make such loans on behalf of such Canadian Lender, and Company shall be an express and intended third-party beneficiary of any such assignment and shall have such rights and remedies against a U.S. Affiliate of any Canadian Lender with respect to the funding of any Canadian/U.S. Loan as Company would have against such Canadian Lender with respect to such Loan. If any Canadian Lender proposing to make an assignment of its Tranche A Canadian Commitments, Tranche A Canadian Loans and Tranche A Acceptances or its Tranche B Commitments, Tranche B Canadian Loans and Tranche B Acceptances in accordance with the first paragraph of this subsection 13.1B, has theretofore entered into a Canadian/U.S. Funding Assignment with its U.S. Affiliate, such Lender and its U.S. Affiliate shall jointly enter into such proposed assignment so that the conditions set forth in clause (b) of the first paragraph of this subsection 13.1B are satisfied as if such Canadian Lender and its U.S. Affiliate were a single Lender. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,000, and in each case with such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a5.1B(iii)(a); provided, however provided that no such processing or recordation fee shall not be required where the assignee is an existing Lenderpayable in connection with any Canadian/U.S. Funding Assignment, any assignment described in clause (a) of subsection 13.1B(i) or any assignment undertaken pursuant to subsection 5.3. Upon such execution, delivery delivery, and acceptanceacceptance and recordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) except as set forth with respect to Canadian/U.S. Funding Assignments, the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided no assignment hereunder shall impair any rights the assigning Lender may have under subsections 2.6D, 3.5A, 5.1, 13.2 or 13.3 with respect to matters arising prior to such assignment. The Commitments hereunder shall be modified to reflect the Commitment Commitment(s) of such assignee and any remaining Commitment Commitments of such assigning Lender and(it being agreed that a Canadian/U.S. Funding Assignment shall not affect the Tranche A Canadian Commitment or Tranche B Canadian Commitment of any 118 124 Xxxxxx) xnd new Notes shall, if any such assignment occurs after requested by the issuance of the Notes hereunderassignee in accordance with subsection 2.1E, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee assignee, substantially in the form of Exhibit IIIA annexed hereto IV-A or Exhibit IIIBIV-B annexed hereto, as applicable, with appropriate insertions. Notwithstanding anything to the contrary contained herein, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by Designating Lender to Administrative Agent and Borrowers, the option to provide to a Borrower all or any part of any Loan that such Designating Lender would otherwise be obligated to make to that Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Designating Lender shall be obligated to make such Loan pursuant to the terms hereof, (iii) the Designating Lender shall remain liable for any indemnity or other payment obligation or other obligation with respect to its Commitment hereunder and (iv) there shall be no increased cost to Borrowers as a result thereof (including without limitation as a result of taxes or otherwise). The making of a Loan by an SPV hereunder shall utilize the Commitment of Designating Lender to the same extent, and as if, such Loan were made by such Designating Lender. As to any Loans or portion thereof made by it, each SPV (in lieu of its Designating Lender, unless otherwise agreed by such Designating Lender and such SPV) shall have all the rights that a Lender making such Loans or portion thereof would have had under this Agreement; provided, however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement (and any Loan Documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this subsection 13.1 or otherwise in this Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans (x) to the Designating Lender or (y) to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans, provided that, in the case of this clause (y), there shall be no increased cost to Borrowers as a result thereof (including, without limitation, as a result of taxes or otherwise), and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV, provided that prior to Designating Lender granting the option to SPV or prior to making any such disclosure to a dealer or provider, Designating Lender shall cause such SPV or such dealer or provider, as the case may be, with appropriate insertions, to reflect deliver to Administrative Agent an agreement in writing to be bound by the new Commitments and/or outstanding Loans, as the case may be, provisions of the assignee and/or the assigning Lendersubsection 13.19.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 in the case of Lenders other than DLJ and $3,000,000 in the case of DLJ (or in either case such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning LenderLender or as may be consented to by Company and Agents) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall only be required so long as no Event of Default has occurred and is continuing) and, with respect to all Lenders other than DLJ, Syndication Agent and Administrative Agent (which consent of Company, Syndication Agent and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 (to be assessed at Administrative Agent's election) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptance, recordation from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan 143 Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT IV, EXHIBIT V, EXHIBIT VI or EXHIBIT XXV annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 in the case of Revolving Loans and Revolving Loan Commitments (or (x) in each case, such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning LenderLender or (y) in the event of simultaneous assignments by or to two or more Approved Funds such assignments shall be combined for purposes of determining whether the minimum assignment requirement as set forth above is met) to any other Eligible Assignee with the giving of notice to Company and with the consent of Company, Administrative Agent Agent, each Issuing Lender and Company Swing Line Lender (which consent of Company, Administrative Agent, each Issuing Lender and Swing Line Lender shall not be unreasonably withheldwithheld or delayed). Any ; provided that (i) the consent of Company shall not be required for any assignment of Loans hereunder shall effect a pro rata assignment (x) to another Lender, or to an Affiliate of the Notes assigning Lender or another Lender or to an Approved Fund, (y) in connection with respect the initial syndication of the Revolving Loans and Revolving Loan Commitments and (z) after an Event of Default occurs and is continuing; provided, further, that an assignment to each Financed Aircraftan Affiliate (or an Approved Fund) of the assigning Lender that would result in increased costs to Company shall also require the prior written consent of Company and such prior written consent of Company may not be unreasonably withheld and which may be conditioned on the Eligible Assignee agreeing not to require reimbursement from Company of such increased costs. If Company has not responded within ten Business Days to any request for an assignment, Company shall be deemed to have consented to such assignment. To the extent of any such assignment in accordance with either clause (a) or (b) the above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations obligations or the portion thereof so assigned. The parties to each such assignment shall (i) electronically execute and deliver to Administrative AgentAgent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent (which initially shall be ClearPar, for its acceptance LLC) or (ii) manually execute and recording in the Register, deliver to Administrative Agent an Assignment Agreement, in each case, together with a (x) processing and recordation fee of $3,000 US$3,500 (which may be reduced or waived in the sole discretion of Administrative Agent), (y) an Administrative Questionnaire, substantially in the form of Exhibit VIII annexed hereto, if the Eligible Assignee shall not already be a Lender hereunder and (z) such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Note to Administrative Agent for cancellation, and thereupon a new Notes Note shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA IV annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan or participation in Letters of Credit hereunder, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Affiliated Fund of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent Agent, or (b) be assigned in an aggregate amount of not less than $5,000,000 3,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, and participations in Letters of Credit, and other Obligations of the assigning LenderLender or as may be consented to by Company and Agents) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall only be required if no Event of Default has occurred and is continuing) and, with respect to all Lenders other than Syndication Agent, Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, LoansLoans or participations in Letters of Credit, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment AgreementAgreement (which shall contain a representation by the Assignee to the 130 effect that none of the consideration used to make the purchase of the Commitment, Loan or participation in Letters of Credit under the applicable Assignment Agreement are "plan assets" as defined under ERISA and that the rights and interests of the Assignee in and under the Loan Documents will not be "plan assets" under ERISA), together with a processing and recordation fee of $3,000 3,500 (or such other amount as may be agreed to by Administrative Agent) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, acceptance from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance to the assigning Lender of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA EXHIBIT IV, EXHIBIT V, EXHIBIT VI, EXHIBIT VII or EXHIBIT VIII annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, Lender or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company Managing Agents (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Registeracceptance, an a Lender Assignment Agreement, together with a processing and recordation fee of $3,000 2,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Lender Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptance, recordation from and after the effective date specified in such Lender Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitments of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, and the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Note to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibits IV-A, IV-B, IV-C or Exhibit IIIA V, respectively, annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Loan, Loan Commitment, Loan Letter of Credit or participation therein or other Obligation may (aA) be assigned in any amount (of a constant and not a varying percentage) to another LenderBank, or to an Affiliate of the assigning Lender Bank or another LenderBank, with the giving of notice to Company the Borrower and Administrative the Agent or (bB) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Loans, Commitments, Loans, Letters of Credit or participations therein and other Obligations of the assigning Lender) Bank), to any other Eligible Assignee with the giving of notice to Company the Borrower and the Agent and with the consent of Administrative the Borrower and the Agent, in the case of an assignment made by a Bank other than the Agent, or with the consent of the Borrower, in the case of an assignment made by the Agent and Company (which consent of the Borrower and the Agent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) abovethis Section 11.05, the assigning Lender Bank shall be relieved of its obligations with respect to its Loans, Commitments, Loans, Letters of Credit or other Obligations or the portion thereof so assignedparticipations therein. The parties to each such assignment shall execute and deliver to Administrative the Agent, for its acceptance and recording in the Registerits records, an Assignment Agreementand Acceptance, together with, with respect to assignments that occur following the Effective Date, a processing and recordation fee of $3,000 3,500, and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative the Agent pursuant to subsection 2.7B(iii)(aSection 2.09(g)(iii); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender Bank hereunder and (z) the assigning Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning LenderBank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Bank and new Notes hereunder, the assigning Lender shall, upon surrender of the effectiveness of such assignment or as promptly thereafter as practicableassigning Bank's Note, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Bank, substantially in the form of Exhibit IIIA EXHIBIT F-1 annexed hereto or Exhibit IIIB, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning LenderBank.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 1,000,000 in the case of Commitments and Loans (or (x) in each case, such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning LenderLender or (y) in the event of simultaneous assignments by or to two or more Approved Funds such assignments shall be combined for purposes of determining whether the minimum assignment requirement as set forth above is met) to any other Eligible Assignee with the giving of notice to Company and with the consent of Company, Administrative Agent and, in the case of an assignment of Revolving Loans, each Issuing Lender (which consent of Company, Administrative Agent and Company (which consent each Issuing Lender shall not be unreasonably withheldwithheld or delayed). Any ; provided that the consent of Company shall not be required for any assignment of Loans hereunder shall effect a pro rata assignment of the Notes (x)(i) with respect to each Financed Aircraftan assignment of Term Loans, to another Lender, or to an Affiliate of the assigning Lender or to an Approved Fund and (ii) with respect to an assignment of Revolving Loan Commitments and Revolving Loans, to another Revolving Lender, or to an Affiliate of the assigning Revolving Lender or to an Approved Fund of a Revolving Lender and (y) after an Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing; provided, further, that an assignment to an Affiliate (or an Approved Fund) of the assigning Lender that would result in increased costs to Company shall also require the prior written consent of Company and such prior written consent of Company may not be unreasonably withheld and may be conditioned on the Eligible Assignee agreeing not to require reimbursement from Company of such increased costs. If Company has not responded within ten Business Days to any request for an assignment, Company shall be deemed to have consented to such assignment. To the extent of any such assignment in accordance with either clause (a) or (b) the above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein or other Obligations obligations or the portion thereof so assigned. The parties to each such assignment shall (i) electronically execute and deliver to Administrative AgentAgent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent (which initially shall be ClearPar, for its acceptance LLC) or (ii) manually execute and recording in the Register, deliver to Administrative Agent an Assignment Agreement, in each case, together with a (x) processing and recordation fee of $3,000 US$3,500 (which may be reduced or waived in the sole discretion of Administrative Agent), (y) an Administrative Questionnaire, substantially in the form of Exhibit VIII annexed hereto, if the Eligible Assignee shall not already be a Lender hereunder and (z) such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit, such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV-B or Exhibit IIIBIV-C annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving consent of notice to Company and with the consent of Administrative Agent and Company (which consent of Company and Agent shall not be unreasonably withheld). Any ; provided that any such assignment of Loans hereunder by a Domestic Lender in accordance with either clause (a) or (b) above shall effect a pro rata assignment (based on the respective principal amounts thereof then outstanding or in effect) of both the Acquisition Term Loan Commitment or the Acquisition Term Loan of the Notes with respect to each Financed Aircraftassigning Domestic Lender, on the one hand, and the Revolving Loan Commitment and the Revolving Loans of the assigning Domestic Lender, on the other hand. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to 147 such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV, Exhibit V-A, Exhibit V-B or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Loan, Commitment, Loan Letter of Credit or participation therein or other Obligation may (a) be assigned in any amount (of a constant and not a varying percentage) to another Lender, or to an Affiliate or Related Fund of the assigning Lender or another Lender, with the giving of notice to Company Borrowers’ Agent and Administrative Agent (provided that, if such Related Fund is not a Lender, such assignment shall be in an amount not less than $1,000,000 in the case of a 166 Term Loan or Term Loan Commitment and $2,500,000 in the case of a Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation) or (b) be assigned in an aggregate amount (of a constant and not a varying percentage) of not less than $5,000,000 1,000,000 in the case of a Term Loan or Term Loan Commitment and $2,500,000 in the case of a Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation (or such lesser amount (X) as shall constitute the aggregate amount of the all Loans, Commitments, Loans, Letters of Credit or participations therein and other Obligations of the assigning LenderLender or (Y) so long as, after giving effect to such assignment and any other assignments concurrently being made to the assignee, such assignee receives not less than $1,000,000 of Term Loans or Term Loan Commitment, or $2,500,000 of Revolving Loans, Commitments, or other Obligations assigned to it) to any other Eligible Assignee with the giving of notice to Company Borrowers’ Agent and Administrative Agent and, if no Event of Default shall have occurred and be continuing, with the consent of Borrowers’ Agent and Administrative Agent and Company (which consent of Borrowers’ Agent and Administrative Agent shall not be unreasonably withheld). Any assignment , withdrawn, delayed or denied; provided that the inability of Loans hereunder an Eligible Assignee to satisfy the requirements set forth in subsection 2.7C(v) of this Agreement, if applicable, shall effect a pro rata constitute reasonable grounds for withholding such consent; provided further, that it shall also be reasonable for Borrowers’ Agent to withhold consent to an assignment of the Notes Revolving Loan Commitments or Swiss Revolving Loans to an entity that is not a “bank” under the laws of the country of its organization if such assignment would cause withholding tax to be imposed on the Swiss Revolving Loans; provided further, that it shall also be reasonable for Borrowers’ Agent to withhold consent to an assignment of Tranche D Term Loans, Tranche D Term Loan Commitment, or Revolving Loan Commitment if, upon request, such assignee does not represent or otherwise establish to the satisfaction of the Borrowers’ Agent that it is a PMP); and provided yet further, however, that any assignment in accordance with respect to each Financed Aircraftclause (b) made by Administrative Agent or Syndication Agent or their respective Affiliates as part the primary syndication or after the occurrence and during the continuation of an Event of Default or if required by applicable law shall not require the consent of the Borrowers’ Agent. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Loans, Commitments, Loans, Letters of Credit or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreementand Acceptance, together with, with respect to assignments which occur following the Closing Date, a processing and recordation fee of $3,000 3,500 payable to Administrative Agent and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding and foreign tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a2.7C(v); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (y) the assignee thereunder shall be a party hereto and a “Lender” hereunder to the extent of the portion of any such Obligation or Commitment so assigned hereunder and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder hereunder, including, without limitation, the obligation in subsection 10.20 to maintain the confidentiality of all non-public information received by it pursuant to this Agreement and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights and be released from its obligations (except as otherwise provided in subsection 10.11) under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto); provided that, if the assignee of the assigning Lender is an Affiliate of such Lender, such assignee shall not be entitled to receive any greater amount pursuant to subsections 2.6D(iii) or 2.7 than the assigning Lender would have been entitled to receive in respect of the amount of the assignment effected by such assigning Lender to such Affiliate had no such assignment occurred. The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitments of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, a Note to the assigning Lender shallhereunder, upon the effectiveness of such assignment or as promptly thereafter as practicableif requested pursuant to subsection 2.1G(iv), surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued upon request to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV-A, Exhibit IV-B, Exhibit IV-C, Exhibit IV-D, Exhibit V, or Exhibit IIIBVI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter -------------------------------- of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender (provided such Affiliate can reasonably be expected to be able to perform its obligations hereunder) or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Company and Administrative Agent and Company (which consent of Company and Administrative Agent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a an assignment processing and recordation fee of (a) $3,000 2,000 in respect of assignments made between parties which are not Lenders as at the date hereof and (b) $500 in respect of assignments made between parties one of which is a Lender as at the date hereof and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however however, that such -------- ------- assignment processing and recordation fee shall not be required where the assignee is an existing LenderAffiliate of the assignor. Upon such execution, delivery delivery, and acceptanceacceptance and recordation, from and after the effective date specified in such Assignment Agreement, (y1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z2) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained -------- in any of the Loan Documents to the contrary notwithstanding, (x) the assigning Lender shall continue to be entitled to the benefits of subsection 2.7, 3.5A, 3.6, 6.9 and 10.3 hereof subsequent to the effectiveness of such assignment and (y) if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and or to the assigning Lender, substantially in the form of Exhibit IIIA IV-A, Exhibit IV-B, Exhibit IV-C or ------------ ------------ ------------ Exhibit IV-E annexed hereto or Exhibit IIIBhereto, as the case may be, with appropriate ------------ insertions, to reflect the new Commitments and/or outstanding Loans, Loans as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter -------------------------------- of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving consent of notice to Company and with the consent of Administrative Agent and Company (which consent of Company and Administrative Agent shall not be unreasonably withheldwithheld or delayed). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of 115 any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection l0.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the -------- Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the case may be, with appropriate insertions, to reflect the new Commitments and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan Loan, Letter -------------------------------- of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Approved Fund of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent Agent, or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning LenderLender and its Affiliates) to any other Eligible Assignee with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or delayed); provided that, unless -------- otherwise agreed to in writing by Company and Administrative Agent or unless such assignment is for the assigning Lender's entire interest hereunder and under the other Loan Documents, the assigning Lender shall have, immediately after giving effect to such assignment, not less than an aggregate amount of $5,000,000 in Commitments, Loans and Letter of Credit; and provided further, however, that (x) upon the occurrence and during the -------- ------- ------- continuance of an Event of Default, or (y) in the case of assignments by GSCP, Fleet or DLJ, assignments may be made without the consent of Company or Administrative Agent, upon the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed AircraftAgent. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,000 500 in the case of assignments pursuant to clause (a) above and assignments by GSCP, Fleet or DLJ and $2000 in the case of all other assignments and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent and the Company pursuant to subsection 2.7B(iii)(a); provided, however that such processing fee shall not be required where the assignee is an existing Lender. Upon such execution, delivery delivery, acceptance and acceptancerecordation, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan -------- Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the any Notes 140 hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall shall, if so requested by the assignee and/or the assigning Lenders in accordance with Subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IIIA annexed hereto IV or Exhibit IIIBV annexed hereto, as the case may be, with ---------- --------- appropriate insertions, to reflect the new Commitments and/or outstanding LoansCommitments, as the case may be, of the assignee and/or the assigning Lender.