Common use of COOPERATION IN REFINANCING, SYNDICATION AND ASSIGNMENT Clause in Contracts

COOPERATION IN REFINANCING, SYNDICATION AND ASSIGNMENT. Company, Administrative Agent and Lenders agree that, in connection with the refinancing, syndication or assignment of the Notes, to the extent deemed reasonably necessary by Company or Administrative Agent, some or all of the Financed Aircraft may be transferred to a Special Purpose Subsidiary which will lease such aircraft to Company under arrangements reasonably acceptable to Company and Administrative Agent all in a manner designed to retain the economic obligations and benefits of the Company, Administrative Agent and Lenders hereunder and under the other -105 Loan Documents. Company, Administrative Agent and Lenders further agree that, in connection with an assignment of Loans and Notes to a Person who will not become a Lender hereunder, Administrative Agent and Lenders shall agree to any amendments to the Loans and Notes to be assigned and the related Aircraft Chattel Mortgages and/or releases of the related First Aircraft Chattel Mortgage and Second Aircraft Chattel Mortgage, in each case, as requested by Company; provided that the terms of such amended Notes and Aircraft Chattel Mortgages do not violate any term of this Agreement and provided, further, that such amendments shall be effective only upon and simultaneous with (i) the assignment of such Notes and Aircraft Chattel Mortgages to such Person, (ii) indefeasible payment in full to Lenders of an amount equal to all amounts owing under such Notes and (iii) releases from any liability relating to such Notes and Aircraft Chattel Mortgages of Administrative Agent and Lenders in form and substance satisfactory to Administrative Agent. Assignments made in accordance with the foregoing sentence will result in such assigned Loans and Notes being deemed not "outstanding" hereunder and such assigned Loans and Notes will not reduce the Revolving Loan Commitments of the Lenders otherwise available hereunder.

COOPERATION IN REFINANCING, SYNDICATION AND ASSIGNMENT. Company, Administrative Agent and Lenders agree that, in connection with the refinancing, syndication or assignment of the Notes, to the extent deemed reasonably necessary by Company or Administrative Agent, some or all of the Financed Aircraft may be transferred to a Special Purpose Subsidiary which will lease such aircraft to Company under arrangements reasonably acceptable to Company and Administrative Agent all in a manner designed to retain the economic obligations and benefits of the Company, Administrative Agent and Lenders hereunder and under the other -105 Loan Documents. Company, Administrative Agent and Lenders further agree that, in connection with an assignment of Loans and Notes to a Person who will not become a Lender hereunder, Administrative Agent and Lenders shall agree to any amendments to the Loans and Notes to be assigned and the related Aircraft Chattel Mortgages and/or releases of the related First Aircraft Chattel Mortgage and Second Aircraft Chattel Mortgage, in each case, as requested by Company; provided that the terms of such amended Notes and Aircraft Chattel Mortgages do not violate any term of this Agreement and provided, further, that such amendments shall be effective only upon and simultaneous with (i) the assignment of such Notes and Aircraft Chattel Mortgages to such Person, (ii) indefeasible payment in full to Lenders of an amount equal to all amounts owing under such Notes and (iii) releases from any liability relating to such Notes and Aircraft Chattel Mortgages of Administrative Agent and Lenders in form and substance satisfactory to Administrative Agent. Assignments made in accordance with the foregoing sentence will result in such assigned Loans and Notes being deemed not "outstanding" hereunder and such assigned Loans and Notes will not reduce the Revolving Loan Commitments of the Lenders otherwise available hereunder.

COOPERATION IN REFINANCING, SYNDICATION AND ASSIGNMENT. Company, Administrative Agent and Lenders agree that, in connection with the refinancing, syndication or assignment of the Notes, to the extent deemed reasonably necessary by Company or Administrative Agent, some or all of the Financed Aircraft may be transferred to a Special Purpose Subsidiary which will lease such aircraft to Company under arrangements reasonably acceptable to Company and Administrative Agent all in a manner designed to retain the economic obligations and benefits of the Company, Administrative Agent and Lenders hereunder and under the other -105 Loan Documents. Company, Administrative Agent and Lenders further agree that, in connection with an assignment of Loans and Notes to a Person who will not become a Lender hereunder, Administrative Agent and Lenders shall agree to any amendments to the Loans and 103 104 Notes to be assigned and the related Aircraft Chattel Mortgages and/or releases of the related First Aircraft Chattel Mortgage and Second Aircraft Chattel Mortgage, in each case, as requested by Company; provided that the terms of such amended Notes and Aircraft Chattel Mortgages do not violate any term of this Agreement and provided, further, that such amendments shall be effective only upon and simultaneous with (i) the assignment of such Notes and Aircraft Chattel Mortgages to such Person, (ii) indefeasible payment in full to Lenders of an amount equal to all amounts owing under such Notes and (iii) releases from any liability relating to such Notes and Aircraft Chattel Mortgages of Administrative Agent and Lenders in form and substance satisfactory to Administrative Agent. Assignments made in accordance with the foregoing sentence will result in such assigned Loans and Notes being deemed not "outstanding" hereunder and such assigned Loans and Notes will not reduce the Revolving Loan Commitments of the Lenders otherwise available hereunder.

COOPERATION IN REFINANCING, SYNDICATION AND ASSIGNMENT. Company, Administrative Agent and Lenders agree that, in connection with the refinancing, syndication or assignment of the Notes, to the extent deemed reasonably necessary by Company or Administrative Agent, some or all of the Financed Aircraft may be transferred to a Special Purpose Subsidiary which will lease such aircraft to Company under arrangements reasonably acceptable to Company and Administrative Agent all in a manner designed to retain the economic obligations and benefits of the Company, Administrative Agent and Lenders hereunder and under the other -105 Loan Documents. Company, Administrative Agent and Lenders further agree that, in connection with an assignment of Loans and Notes to a Person who will not become a Lender hereunder, Administrative Agent and Lenders shall agree to any amendments to the Loans and Notes to be assigned and the related Aircraft Chattel Mortgages and/or releases of the related First Aircraft Chattel Mortgage and Second Aircraft Chattel Mortgage, in each case, as requested by Company; provided that the terms of such amended Notes and Aircraft Chattel Mortgages do not violate any term of this Agreement and provided, further, that such amendments shall be effective only upon and simultaneous with (i) the assignment of such Notes and Aircraft Chattel Mortgages to such Person, (ii) indefeasible payment in full to Lenders of an amount equal to all amounts owing under such Notes and (iii) releases from any liability relating to such Notes and Aircraft Chattel Mortgages of Administrative Agent and Lenders in form and substance satisfactory to Administrative Agent. Assignments made in accordance with the foregoing sentence will result in such assigned Loans and Notes being deemed not "outstanding" hereunder and such assigned Loans and Notes will not reduce the Revolving Loan Commitments of the Lenders otherwise available hereunder.

COOPERATION IN REFINANCING, SYNDICATION AND ASSIGNMENT. Company, Administrative Agent and Lenders agree that, in connection with the refinancing, syndication or assignment of the Notes, to the extent deemed reasonably necessary by Company or Administrative Agent, some or all of the Financed Aircraft may be transferred to a Special Purpose Subsidiary which will lease such aircraft to Company under arrangements reasonably acceptable to Company and Administrative Agent all in a manner designed to retain the economic obligations and benefits of the Company, Administrative Agent and Lenders hereunder and under the other -105 Loan Documents. Company, Administrative Agent and Lenders further agree that, in connection with an assignment of Loans and Notes to a Person who will not become a Lender hereunder, Administrative Agent and Lenders shall agree to any amendments to the Loans and Notes to be assigned and the related Aircraft Chattel Mortgages and/or releases of the related First Aircraft Chattel -108- 116 Mortgage and Second Aircraft Chattel Mortgage, in each case, as requested by Company; provided that the terms of such amended Notes and Aircraft Chattel Mortgages do not violate any term of this Agreement and provided, further, that such amendments shall be effective only upon and simultaneous with (i) the assignment of such Notes and Aircraft Chattel Mortgages to such Person, (ii) indefeasible payment in full to Lenders of an amount equal to all amounts owing under such Notes and (iii) releases from any liability relating to such Notes and Aircraft Chattel Mortgages of Administrative Agent and Lenders in form and substance satisfactory to Administrative Agent. Assignments made in accordance with the foregoing sentence will result in such assigned Loans and Notes being deemed not "outstanding" hereunder and such assigned Loans and Notes will not reduce the Revolving Loan Commitments of the Lenders otherwise available hereunder.