Common use of Notice of Assignment Clause in Contracts

Notice of Assignment. The Debtor and the Lender hereby notify and confirm to the Lessee that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly to the Lender and not to the Debtor; and exercise all of its rights pursuant to the GSA and the Assignment, including the right to dispose of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]

Notice of Assignment. The Debtor and the Lender hereby notify and confirm to the Lessee that the Debtor has granted to the Lender a security interest and an International Interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest (including its International Interest as lessor under the Contract) in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly to the Lender and not to the Debtor; and exercise all of its rights pursuant to the GSA and the Assignment, including the right to dispose of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]

Notice of Assignment. The Debtor Assignor agrees to give notice of the assignment and assumption of the Assigned Loans and the Lender hereby notify and confirm Assigned Commitment to the Lessee Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Loans and the Assigned Commitment directly to the Assignee at the applicable Lending Offices specified in Item 6 on Schedule 1 hereto, or to the Administrative Agent for the account of the Assignee as a Lender (in either case, as required by the terms of the Credit Agreement); provided, however, that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Borrower and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Administrative Agent shall be entitled to continue to deal solely and directly with the benefitsAssignor in connection with the interests so assigned until the Administrative Agent and the Borrower, and remain obligated to perform all the extent required by Section 11.7 of the obligationsCredit Agreement, shall have received notice of the "lessor" under assignment, the Contract. The Debtor Borrower and the Lender hereby instruct Administrative Agent, to the Lesseeextent required by Section 11.7 of the Credit Agreement, shall have consented in writing thereto, and the Lessee agreesAdministrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement. From and after the date (the “Assignment Effective Date”) on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee Assignee shall not recognize be deemed to be a party to the exercise by Credit Agreement and, to the Debtor of any of its extent that rights and powers obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender under the Contract Credit Agreement, and (ii) the Lessee Assignee shall perform, observe be deemed to have appointed the Administrative Agent to take such action as agent on its behalf and comply with all of its undertakings and obligations to exercise such powers under the Contract in Loan Documents as are delegated to the Lender's favour and for Administrative Agent by the benefit terms thereof, together with such powers as are reasonably incidental thereto. The Assignee agrees that the provisions of Section 10 of the Lender Credit Agreement are hereby incorporated into this Agreement by this reference, as if fully set forth herein at length. After the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the DebtorAssignment Effective Date, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it Administrative Agent shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Lender Assignee. The Assignor and not Assignee shall make all appropriate adjustments in payment under the Assigned Loans and the Assigned Commitment for periods prior to the Debtor; and exercise all of its rights pursuant Assignment Effective Date hereof directly between themselves. The Assignee agrees to deliver to the GSA Borrower and the Assignment, including Administrative Agent such Internal Revenue Service forms as may be required to establish that the right Assignee is entitled to dispose receive payments under the Credit Agreement without deduction or withholding of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor Assignor agrees to give notice of the assignment and assumption of the Assigned Commitment to the Agent, the Issuing Bank and the Lender Applicant and hereby notify instructs the Agent, the Issuing Bank and confirm the Applicant to make all payments with respect to the Lessee Assigned Commitment directly to the Assignee at the applicable office specified on Schedule 2 hereto; provided, however, that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectivelyApplicant, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Agent and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Issuing Bank all shall be entitled to continue to deal solely and directly with the benefitsAssignor in connection with the interests so assigned until the Agent, the Issuing Bank and remain obligated the Applicant, to perform all the extent required by Section 10.6 of the obligationsAgreement, shall have received notice of the "lessor" under assignment, the Contract. The Debtor Applicant, the Agent and the Lender hereby instruct Issuing Bank shall have consented in writing thereto to the Lesseeextent required by Section 10.6 of the Agreement, and the Lessee agreesAgent shall have recorded and accepted this Assignment and Acceptance Agreement and received the Assignment Fee required to be paid pursuant to Section 10.6 of the Agreement. From and after the date (the “Effective Date”) on which the Agent shall notify the Applicant and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee Assignee shall not recognize be deemed to be a party to the exercise by Agreement and, to the Debtor of any of its extent that rights and powers obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Agent, shall have the rights and obligations of a Bank under the Contract Agreement, and (ii) the Lessee Assignee shall perform, observe be deemed to have appointed the Agent to take such action as agent on its behalf and comply with all of its undertakings and obligations to exercise such powers under the Contract in Credit Documents as are delegated to the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as Agent by the terms of thereof, together with such powers as are reasonably incidental thereto. After the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the DebtorEffective Date, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it Agent shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly interest assigned hereby (including payments of interest, fees and other amounts) to the Lender Assignee. The Assignor and not Assignee shall make all appropriate adjustment in payments under the Assigned Commitment for periods prior to the Debtor; and exercise all of its rights pursuant to Effective Date hereof directly between themselves. If the GSA and the Assignment, including the right to dispose Assignee is not a United States Person as defined in Section 7701(a)(30) of the Aircraft and assign Code, the Contract Assignee shall deliver herewith the forms required by Section 2.11 of the Agreement to such person and on such terms as evidence the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]Assignee’s complete exemption from United States withholding taxes with respect to payments under the Credit Documents.

Notice of Assignment. The Debtor Assignor hereby gives notice of the assignment and assumption of the Assigned Loans and the Lender hereby notify and confirm Assigned Commitment to the Lessee Administrative Agent and hereby instructs the Borrower to make payments with respect to the Assigned Loans and the Assigned Commitment directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Borrower and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Administrative Agent shall be entitled to continue to deal solely and directly with the benefits, and remain obligated to perform all of Assignor in connection with the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: interests so assigned until (i) the Lessee Administrative Agent shall not recognize the exercise have received a copy of this Assignment and Assumption Agreement duly executed by the Debtor Assignor, the Assignee, and the Borrower, and shall have received the assignment fee described in Section 11.5(c)(iii) of any of its rights and powers under the Contract Loan Agreement, and (ii) the Lessee Assignor shall performhave delivered to the Administrative Agent its Note. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, observe the Assignee and comply with the Assignor that (i) and (ii) have occurred and all of its undertakings consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank under the Contract in Loan Agreement. After the Lender's favour Effective Date, and for with respect to all such amounts accrued from the benefit of the Lender as if the Lender were named as the "lessor" therein orAssignment Date, if the Lender so requests(a) all interest, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent principal, fees, and other amounts that discharges its obligations owing would otherwise be payable to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments Assignor in respect of the Contract directly Assigned Loans and the Assigned Commitment shall be paid to the Lender and not Assignee, (b) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitment that is payable to the Debtor; and exercise all of its rights pursuant Assignee, the Assignor shall promptly deliver such payment to the GSA Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued prior to the Effective Date, then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrower and the Assignment, including Administrative Agent on or before the right Effective Date such Internal Revenue Service forms as may be required to dispose establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor Assignor hereby gives notice of the assignment and assumption of the Assigned Accommodations and the Lender hereby notify and confirm Assigned Commitment to the Lessee that Agent and hereby instructs the Debtor has granted Borrower to make payments with respect to the Lender a security interest in Assigned Accommodations and to all of the Debtor's right, title and interest in and Assigned Commitment directly to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and Agent for the benefit of the Lender Assignee as if provided in the Lender were named as Loan Agreement; provided, however, that the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee Borrower and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender Agent shall be entitled to: direct to continue to deal solely and directly with the Lessee Assignor in connection with the interests so assigned until the Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, the Agent, and, if applicable, the Borrower, and shall have received the assignment fee described in Section 11.5 of the Loan Agreement. From and after the Assignment Date, the Assignee shall be deemed to make be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank under the Loan Agreement. After the Assignment Date, and with respect to all payments such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Contract directly Assigned Accommodations and the Assigned Commitment shall be paid to the Lender and not Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the Debtor; and exercise all of its rights pursuant Assignee, the Assignor shall promptly deliver such payment to the GSA Assignee, and (c) if the Assignment, including the right to dispose Assignee receives any payment in respect of Obligations of the Aircraft and assign Borrower accrued prior to the Contract Assignment Date, then Assignee shall pay over the same to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]Assignor.

Notice of Assignment. The Debtor Assignor agrees to give notice of the assignment and assumption of the Assigned Loans and the Lender hereby notify and confirm Assigned Commitment to the Lessee Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Loans and the Assigned Commitment directly to the Assignee at the applicable Lending Offices specified in Item 6 on Schedule 1 hereto, or to the Administrative Agent for the account of the Assignee as a Lender (in either case, as required by the terms of the Credit Agreement); provided, however, that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Borrower and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Administrative Agent shall be entitled to continue to deal solely and directly with the benefitsAssignor in connection with the interests so assigned until the Administrative Agent and the Borrower, and remain obligated to perform all the extent required by Section 11.7 of the obligationsCredit Agreement, shall have received notice of the "lessor" under assignment, the Contract. The Debtor Borrower and the Lender hereby instruct Administrative Agent, to the Lesseeextent required by Section 11.7 of the Credit Agreement, shall have consented in writing thereto, and the Lessee agreesAdministrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement. From and after the date (the "Assignment Effective Date") on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee Assignee shall not recognize be deemed to be a party to the exercise by Credit Agreement and, to the Debtor of any of its extent that rights and powers obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender under the Contract Credit Agreement, and (ii) the Lessee Assignee shall perform, observe be deemed to have appointed the Administrative Agent to take such action as agent on its behalf and comply with all of its undertakings and obligations to exercise such powers under the Contract in Loan Documents as are delegated to the Lender's favour and for Administrative Agent by the benefit terms thereof, together with such powers as are reasonably incidental thereto. The Assignee agrees that the provisions of Section 10 of the Lender Credit Agreement are hereby incorporated into this Agreement by this reference, as if fully set forth herein at length. After the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the DebtorAssignment Effective Date, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it Administrative Agent shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Lender Assignee. The Assignor and not Assignee shall make all appropriate adjustments in payment under the Assigned Loans and the Assigned Commitment for periods prior to the Debtor; and exercise all of its rights pursuant Assignment Effective Date hereof directly between themselves. The Assignee agrees to deliver to the GSA Borrower and the Assignment, including Administrative Agent such Internal Revenue Service forms as may be required to establish that the right Assignee is entitled to dispose receive payments under the Credit Agreement without deduction or withholding of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor Assignor hereby gives notice of the assignment and assumption of the Assigned Loans and the Lender hereby notify and confirm Assigned Commitments to the Lessee that Administrative Agent and hereby instructs the Debtor has granted Borrowers to make payments with respect to the Lender a security interest in Assigned Loans and to all of the Debtor's right, title and interest in and Assigned Commitments directly to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and Administrative Agent for the benefit of the Lender Assignee as if provided in the Lender were named as Loan Agreement; provided, however, that the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee Borrowers and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender Administrative Agent shall be entitled to: direct to continue to deal solely and directly with the Lessee Assignor in connection with the interests so assigned until (a) the Administrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, and the Borrowers (to make the extent required under the Loan Agreement), and shall have received the assignment fee described in Section 11.5(c)(iii) of the Loan Agreement, and (b) the Assignor shall have delivered to the Administrative Agent its promissory notes. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrowers, the Assignee and the Assignor that (a) and (b) have occurred and all payments consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Lender under the Loan Agreement. After the Effective Date, and with respect to all such amounts accrued from the Assignment Date, (i) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Contract directly Assigned Loans or the Assigned Commitments shall be paid to the Lender and not Assignee, (ii) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitments that is payable to the Debtor; and exercise all of its rights pursuant Assignee, the Assignor shall promptly deliver such payment to the GSA Assignee, and (iii) if the Assignee receives any payment in respect of Obligations of the Borrowers accrued prior to the Effective Date, then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrowers and the Assignment, including Administrative Agent on or before the right Effective Date such Internal Revenue Service forms as may be required to dispose establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor and the Lender Assignor hereby notify and confirm to the Lessee that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee Administrative Agent of the occurrence assignment and assumption of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Assigned Loans and the Lender agree that until the Lender issues a Default Notice Assigned Commitments and hereby instructs Borrowers to make payments with respect to the LesseeAssigned Loans and the Assigned Commitment directly to the Administrative Agent for the benefit of the Assignee as provided in the Credit Agreement; provided, however, that Borrowers and the Debtor (and not the Lender) Administrative Agent shall be entitled to continue to deal solely and directly with the benefits, and remain obligated to perform all of Assignor in connection with the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: interests so assigned until (i) the Lessee Administrative Agent shall not recognize the exercise have received counterparts of this Agreement duly executed by the Debtor of any of its rights Assignor, the Assignee and powers under Borrowers (if Borrowers’ consent hereto is required), and, unless receipt thereof is waived by the Contract Administrative Agent, shall have received the assignment fee described in the Credit Agreement and (ii) the Lessee Assignor shall performhave delivered to the Administrative Agent any Notes that shall be subject to such assignment. From and after the date (the “Effective Date”) on which the Administrative Agent shall notify Borrowers, observe the Assignee, and comply with the Assignor that (i) and (ii) shall have occurred and all of its undertakings consents, if any, required shall have been given, the Assignee shall be deemed to be a party to the Credit Agreement and shall have the rights and obligations of a Lender under the Contract in Credit Agreement. After the Lender's favour Effective Date, and for with respect to all such amounts accrued from the benefit of the Lender as if the Lender were named as the "lessor" therein orAssignment Date, if the Lender so requests(a) all interest, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent principal, fees, and other amounts that discharges its obligations owing would otherwise be payable to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments Assignor in respect of the Contract directly Assigned Loans and the Assigned Commitments shall be paid to the Lender and not Assignee, (b) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitment, the Assignor shall promptly deliver such payment to the Debtor; Assignee, and exercise all of its rights pursuant (c) any notices to the GSA Assignee as a Lender under the Credit Agreement shall be sent to it at the address shown in Item 6 of Schedule 1 hereto. The Assignee agrees to deliver to Borrowers and the Assignment, including Administrative Agent such Internal Revenue Service forms as may be required to establish that the right Assignee is entitled to dispose receive payments under the Credit Agreement without deduction or withholding of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor and the Lender Each Assignor hereby notify and confirm to the Lessee that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee other parties hereto of the occurrence assignment and assumption of an Event of Default under the Letter of Offer or Assigned Commitments and hereby instructs the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice Borrower to make payments with respect to the Lessee, the Debtor (and not the Lender) shall be entitled Assigned Commitments directly to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and Administrative Agent for the benefit of the Lender Assignee as if provided in the Lender were named as Loan Agreement; provided, however, that the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee Borrower and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender Administrative Agent shall be entitled to: direct to continue to deal solely and directly with the Lessee Assignor in connection with the interests so assigned until (i) the Administrative Agent shall have received counterparts of this Agreement duly executed by such Assignor, the Assignee and the Borrower, and (ii) each Assignor shall have delivered to the Administrative Agent any Notes that shall be subject to such assignment. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the Assignee and such Assignor that (i) and (ii) shall have occurred and all consents, if any, required shall have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to the Assignee as provided herein, shall have the rights and obligations of a Lender under the Loan Agreement, and the Assignor shall be released from the liabilities of a Lender under the Loan Agreement, to the extent that the rights and obligations thereunder shall have been assigned to the Assignee as provided herein, and the Administrative Agent shall make a record thereof in the Register. After the Effective Date, and with respect to all payments such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to such Assignor in respect of the Contract directly Assigned Commitments shall be paid to the Lender and not Assignee, (b) if such Assignor receives any payment on account of the Assigned Commitments, such Assignor shall promptly deliver such payment to the Debtor; Assignee, and exercise all of its rights pursuant (c) any notices to the GSA Assignee as a Lender under the Loan Agreement shall be sent to it at the address shown in Schedule 2 hereto. The Assignee agrees to deliver to the Borrower and the Assignment, including Administrative Agent such Internal Revenue Service forms as may be required to establish that the right Assignee is entitled to dispose receive payments under the Loan Agreement without deduction or withholding of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor and Bank shall have the Lender hereby right at any time during the continuance of an Event of Default to notify and confirm to the Lessee that the Debtor has granted to the Lender a Debtors of its security interest in the Designated Accounts and, subject to the Intercreditors Agreement, the other Accounts and to require payments to be made directly to Bank. Upon request of Bank at any time during the continuance of an Event of Default, Borrower shall so notify the account Debtors and will indicate on all billxxxx xx the account Debtors that the Accounts are payable to Bank. To facilitate direct collection, Borrower hereby appoints Bank and any officer or employee of the Debtor's rightBank, title and interest in and as Bank from time to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's righttime may designate, title and interest in and to the Contract including, but not limited as attorney-in-fact for Borrower to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under Default: (a) receive, open and dispose of all mail addressed to Borrower and take therefrom any payments on or proceeds of Accounts; (b) take over Borrower's post office boxes or make other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the Letter post office authorities to change the address for delivery of Offer mail addressed to Borrower to such address as Bank shall designate; (c) endorse the name of Borrower in favor of Bank upon any and all checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into Bank's possession; (d) sign and endorse the GSA name of Borrower on any invoice or bill xx lading relating to any of the Accounts, on verifications of Accounts sent to any Debtor, to drafts against Debtors, to assignments of Accounts and that its rights to notices to Debtors; and (e) do all other acts and things necessary to carry out this Agreement, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as assignee under permitted by the Assignment have become exercisable (Uniform Commercial Code. Borrower hereby ratifies and approves all acts of such noticeattorneys-in-fact, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) neither Bank nor any other such attorney-in-fact shall be entitled to the benefitsliable for any acts of commission or omission, and remain obligated to perform all or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as any of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times Obligations remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly to the Lender and not to the Debtor; and exercise all of its rights pursuant to the GSA and the Assignment, including the right to dispose of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]unsatisfied.

Notice of Assignment. The Debtor Assignor hereby gives notice of the assignment and assumption of the Assigned Loans and the Lender hereby notify and confirm Assigned Commitments to the Lessee that Administrative Agent and hereby instructs the Debtor has granted Borrowers to make payments with respect to the Lender a security interest in Assigned Loans and to all of the Debtor's right, title and interest in and Assigned Commitments directly to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and Administrative Agent for the benefit of the Lender Assignee as if provided in the Lender were named as Loan Agreement; provided, however, that the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee Borrowers and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender Administrative Agent shall be entitled to: direct to continue to deal solely and directly with the Lessee Assignor in connection with the interests so assigned until (a) the Administrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the Assignee, and the Borrowers (to make the extent required under the Loan Agreement), and shall have received the assignment fee described in Section 11.5(c)(iii) of the Loan Agreement, and (b) the Assignor shall have delivered to the Administrative Agent its promissory notes. From and after the date (the “Effective Date”) on which the Administrative Agent shall notify the Borrowers, the Assignee and the Assignor that (a) and (b) have occurred and all payments consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Lender under the Loan Agreement. After the Effective Date, and with respect to all such amounts accrued from the Assignment Date, (i) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in respect of the Contract directly Assigned Loans or the Assigned Commitments shall be paid to the Lender and not Assignee, (ii) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitments that is payable to the Debtor; and exercise all of its rights pursuant Assignee, the Assignor shall promptly deliver such payment to the GSA Assignee, and (iii) if the Assignee receives any payment in respect of Obligations of the Borrowers accrued prior to the Effective Date, then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrowers and the Assignment, including Administrative Agent on or before the right Effective Date such Internal Revenue Service forms as may be required to dispose establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor and the Lender Each Assignor hereby notify and confirm to the Lessee that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee other parties hereto of the occurrence assignment and assumption of an Event the Assigned Commitments and hereby instructs the Borrower to make payments with respect to the Assigned Commitments directly to the Administrative Agent for the benefit of Default under such Assignee as provided in the Letter of Offer or Loan Agreement; provided, however, that the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Borrower and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Administrative Agent shall be entitled to continue to deal solely and directly with the benefits, and remain obligated to perform all of Assignor in connection with the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: interests so assigned until (i) the Lessee Administrative Agent shall not recognize have received counterparts of this Agreement duly executed by such Assignor, such Assignee and the exercise by the Debtor of any of its rights and powers under the Contract Borrower, and (ii) each Assignor shall have delivered to the Lessee Administrative Agent any Notes that shall performbe subject to such assignment. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, observe such Assignee and comply with such Assignor that (i) and (ii) shall have occurred and all of its undertakings consents, if any, required shall have been given, such Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to such Assignee as provided herein, shall have the rights and obligations of a Lender under the Contract Loan Agreement, and the Assignor shall be released from the liabilities of a Lender under the Loan Agreement, to the extent that the rights and obligations thereunder shall have been assigned to such Assignee as provided herein, and the Administrative Agent shall make a record thereof in the Lender's favour Register. After the Effective Date, and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing respect to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any all such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to amounts accrued from the Assignment Date, (a) all interest, principal, fees, and the Lender's agreements hereunder, the Debtor agrees other amounts that it shall at all times remain obligated would otherwise be payable to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments such Assignor in respect of the Contract directly Assigned Commitments shall be paid to such Assignee, (b) if such Assignor receives any payment on account of the Assigned Commitments, such Assignor shall promptly deliver such payment to such Assignee, and (c) any notices to such Assignee as a Lender under the Loan Agreement shall be sent to it at the address shown in Schedule 2 hereto. Each Assignee agrees to deliver to the Lender and not to the Debtor; and exercise all of its rights pursuant to the GSA Borrower and the Assignment, including Administrative Agent such Internal Revenue Service forms as may be required to establish that such Assignee is entitled to receive payments under the right to dispose Loan Agreement without deduction or withholding of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor and the Lender hereby notify and confirm to the Lessee that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of After the occurrence and during the continuance of an Event of Default under the Letter Agent shall have the right at any time to notify Debtors of Offer its security interest in the Accounts and to require payments to be made directly to the Agent. Upon request of the Agent after the occurrence and during the continuance of an Event of Default Borrower will so notify the Account Debtors and will indicate on all billxxxx xx the Account Debtors that the Accounts are payable to the Agent. To facilitate direct collection, the Borrower hereby appoints the Agent and any officer or employee of the GSA Agent, as the Agent may from time to time designate, as attorney-in-fact for the Borrower to (a) receive, open and dispose of all mail addressed to the Borrower and take therefrom any payments on or proceeds of Accounts; (b) take over the Borrower's post office boxes or make other arrangements, in which the Borrower shall cooperate, to receive the Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Agent shall designate; (c) endorse the name of the Borrower in favor of the Agent upon any and all checks, drafts, money orders, notes, acceptances or other evidences or payment or Collateral that its rights may come into the Agent's possession; (d) sign and endorse the name of the Borrower on any invoice or bill xx lading relating to any of the Accounts, on verifications of Accounts sent to any Debtor, to drafts against Debtors, to assignments of Accounts and to notices to Debtors; and (e) do all acts and things necessary to carry out this Agreement, including signing the name of the Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as assignee under permitted by the Assignment have become exercisable (such notice, a "Default Notice")Uniform Commercial Code. The Debtor Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Agent nor any other such attorney-in-fact shall be entitled to the benefitsliable for any acts of commission or omission, and remain obligated to perform all or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as any of the obligations, of the "lessor" under the ContractObligations remain unsatisfied. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor Agent agrees that it shall at all times remain obligated no right to perform all obligations take any act pursuant to such power of attorney until after the Debtor under occurrence and during the Contract. If the Lender issues to the Lessee a Notice continuance of an Event of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly to the Lender and not to the Debtor; and exercise all of its rights pursuant to the GSA and the Assignment, including the right to dispose of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC].

Notice of Assignment. The Debtor Assignor agrees to give notice of the assignment and assumption of the Assigned Loans and the Lender hereby notify and confirm Assigned Commitments to the Lessee Agent and hereby instructs the Borrowers to make payments with respect to the Assigned Loans and the Assigned Commitments on and after the Assignment Date, directly to the Agent for credit to the Assignee at the offices specified in Item 7 on Schedule I hereto (which shall also be the Assignee’s address for notices pursuant to Section 10.1 of the Credit Agreement); provided, however, that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Borrowers and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Agent shall be entitled to continue to deal solely and directly with the benefits, and remain obligated to perform all of Assignor in connection with the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: interest so assigned until (i) the Lessee Agent shall not recognize have received notice of the exercise assignment duly executed by the Debtor of any of its rights Assignor and powers under the Contract Assignee [and the Borrower Agent*] and (ii) the Lessee Agent shall performhave received payment in full of the assignment fee described in Section 10.4 of the Credit Agreement. From and after the date (the “Effective Date”) on which the Agent shall notify the Borrowers and the Assignor that (i) and (ii) shall have occurred and all consents (if any) required shall have been given, observe and comply with all of its undertakings the Assignee shall be deemed to be a party to the Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Agent, shall have the rights and obligations of a Lender under the Contract in Credit Agreement. After the Lender's favour Effective Date, and for with respect to all such amounts accrued from the benefit of the Lender as if the Lender were named as the "lessor" therein orAssignment Date, if the Lender so requests(a) all interest, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent principal, fees and other amounts that discharges its obligations owing would otherwise be payable to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments Assignor in respect of the Contract directly Assigned Loans and the Assigned Commitments shall be paid to the Lender Assignee, and not (b) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitments, the Assignor shall promptly deliver such payment to the Debtor; and exercise all of its rights pursuant Assignee. The Assignee agrees to deliver to the GSA Borrowers and the AssignmentAgent such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax. The Assignee agrees that, including from and after the right Assignment Date, to dispose of abide, and be bound by, the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]Credit Agreement including, without limitation, Article 9 thereof.

Notice of Assignment. The Debtor Upon the occurrence and continuance of an -------------------- Event of Default beyond any applicable cure periods, the Lender hereby Bank shall have the right at any time to notify and confirm to the Lessee that the Debtor has granted to the Lender a Debtors of its security interest in the Accounts and to all of the Debtor's right, title and interest in and require payments to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract made directly to the Lender Bank. Upon request of the Bank at any time, Borrower will so notify the account debtors and not will indicate on all xxxxxxxx to the account debtors that the Accounts are payable to the Bank. To facilitate direct collection, the Borrower hereby appoints the Bank and any officer or employee of the Bank, as the Bank may from time to time designate, as attorney-in-fact for the Borrower to (a) receive, open and dispose of all mail addressed to the Borrower and take therefrom any payments on or proceeds of Accounts; (b) take over the Borrower's post office boxes or make other arrangements, in which the Borrower shall cooperate, to receive the Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Bank shall designate; (c) endorse the name of the Borrower in favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other evidences or payment or Collateral that may come into the Bank's possession; (d) sign and endorse the name of the Borrower on any invoice or xxxx of lading relating to any of the Accounts, on verifications of Accounts sent to any Debtor, to drafts against Debtors, to assignments of Accounts and to notices to Debtors; and exercise (e) do all of its rights pursuant acts and things necessary to the GSA and the Assignmentcarry out this Agreement, including signing the right to dispose name of the Aircraft and assign Borrower on any instruments required by law in connection with the Contract to such person transactions contemplated hereby and on financing state- ments as permitted by the Uniform Commercial Code. The Borrower hereby ratifies and approves all acts of such terms attorneys-in-fact, and neither the Bank nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as any of the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]Obligations remain unsatisfied.

Notice of Assignment. The Debtor OVERSEAS GULF COAST LLC (the “Assignor”), the owner of the 50,000 DWT Mxxxxxxx Islands flagged product/chemical tanker named “OVERSEAS GULF COAST”, Official No. 8598 (the “Vessel”), HEREBY GIVES NOTICE that pursuant to an Assignment of Insurances dated as of _, 2019, given by Assignor in favor of BANC OF AMERICA LEASING & CAPITAL, LLC (together with its participants, successors and assigns, the Lender hereby notify “Assignee”), Assignor has assigned to Assignee all of its rights, title and confirm to the Lessee that the Debtor has granted to the Lender a security interest interests in and to all of the Debtor's right, title insurances and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender all insurances now or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments hereafter taken out in respect of the Contract Vessel. This Notice and the attached Loss Payable Clauses and Cancellation Clause are to be endorsed on all policies and certificates of entry evidencing such insurance. OVERSEAS GULF COAST LLC By: Name: Title: LOSS PAYABLE CLAUSES Hull and Machinery and War Risk Loss, if any, payable to BANC OF AMERICA LEASING & CAPITAL, LLC (together with its participants, successors and assigns, the “Assignee”), for distribution by it to itself, OVERSEAS GULF COAST LLC (the “Assignor”) or to whomever else may be lawfully entitled thereto, as their respective interests may appear, or order, except that, unless underwriters have been otherwise instructed by notice in writing from Assignee, in the case of any loss involving any damage to, or liability of, the 50,000 DWT Mxxxxxxx Islands flagged product/chemical tanker named “OVERSEAS GULF COAST”, Official No. 8598 (the “Vessel”), the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if Assignor shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay Assignor as reimbursement therefor; provided, however, that if such damage involves a loss in excess of $1,000,000, the underwriters shall not make such payment without first obtaining the prior written consent thereto of Assignee (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that any such loss may not be adjusted or compromised without the prior written consent of Assignee. In the event of an actual or constructive total loss or an agreed, arranged or compromised total loss or requisition of title to the Lender Vessel, all insurance payments payable as a result thereof shall be paid to Assignee alone for distribution by it in accordance with the provisions of that certain First Preferred Mortgage dated _____, 2019 given by Assignor in favor of Assignee, as it may be amended, amended and not restated, supplemented, extended, replaced or otherwise modified from time to the Debtor; and exercise all of its rights pursuant to the GSA and the Assignment, including the right to dispose of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]time.

Notice of Assignment. The Debtor Assignor hereby gives notice of the assignment and assumption of the Assigned Loans and the Lender hereby notify and confirm Assigned Commitments to the Lessee Administrative Agent and hereby instructs the Borrower to make payments with respect to the Assigned Loans and the Assigned Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Borrower and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Administrative Agent shall be entitled to continue to deal solely and directly with the benefits, and remain obligated to perform all of Assignor in connection with the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: interests so assigned until (i) the Lessee Administrative Agent shall not recognize the exercise have received a copy of this Assignment and Assumption Agreement duly executed by the Debtor Assignor, the Assignee, and the Borrower, and shall have received the assignment fee described in Section 11.5 of any of its rights and powers under the Contract Loan Agreement, and (ii) the Lessee Assignor shall performhave delivered to the Administrative Agent any Notes that shall be subject to the assignment. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, observe the Assignee and comply with the Assignor that (i) and (ii) have occurred and all of its undertakings consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank under the Contract in Loan Agreement. After the Lender's favour Effective Date, and for with respect to all such amounts accrued from the benefit of the Lender as if the Lender were named as the "lessor" therein orAssignment Date, if the Lender so requests(a) all interest, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent principal, fees, and other amounts that discharges its obligations owing would otherwise be payable to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments Assignor in respect of the Contract directly Assigned Loans and the Assigned Commitments shall be paid to the Lender and not Assignee, (b) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitments that is payable to the Debtor; and exercise all of its rights pursuant Assignee, the Assignor shall promptly deliver such payment to the GSA Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued prior to the Effective Date, then Assignee shall pay over the same to Assignor. The Assignee agrees to deliver to the Borrower and the Assignment, including Administrative Agent on or before the right Effective Date such Internal Revenue Service forms as may be required to dispose establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor and the Lender hereby notify and confirm to the Lessee that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of After the occurrence and during the continuance of an Event of Default under the Letter of Offer or Bank shall have the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice right at any time to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any notify Debtors of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract security interest in the Lender's favour Accounts and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing require payments to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract made directly to the Lender Bank. Upon request of the Bank after the occurrence and not during the continuance of an Event of Default Borrower will so notify the Account Debtors and will indicate on all billxxxx xx the Account Debtors that the Accounts are payable to the Bank. To facilitate direct collection, the Borrower hereby appoints the Bank and any officer or employee of the Bank, as the Bank may from time to time designate, as attorney-in-fact for the Borrower to (a) receive, open and dispose of all mail addressed to the Borrower and take therefrom any payments on or proceeds of Accounts; (b) take over the Borrower's post office boxes or make other arrangements, in which the Borrower shall cooperate, to receive the Borrower's mail, including notifying the post office authorities to change the address for delivery of mall addressed to the Borrower to such address as the Bank shall designate; (c) endorse the name of the Borrower in favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other evidences or payment or Collateral that may come into the Bank's possession; (d) sign and endorse the name of the Borrower on any invoice or bill xx lading relating to any of the Accounts, on verifications of Accounts sent to any Debtor, to drafts against Debtors, to assignments of Accounts and to notices to Debtors; and exercise (e) do all of its rights pursuant acts and things necessary to the GSA and the Assignmentcarry out this Agreement, including signing the right to dispose name of the Aircraft and assign Borrower on any instruments required by law in connection with the Contract to such person transactions contemplated hereby and on financing statements as permitted by the Uniform Commercial Code. The Borrower hereby ratifies and approves all acts of such terms attorneys-in-fact, and neither the Bank nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as any of the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]Obligations remain unsatisfied.

Notice of Assignment. The Debtor Assignor agrees to give notice of the assignment and assumption of the Assigned Loans and the Lender hereby notify and confirm Assigned Commitments to the Lessee Administrative Agent and the Parent on behalf of the Borrowers and hereby instructs the Administrative Agent and the Borrowers, as the case may be, to make all payments with respect to the Assigned Loans and the Assigned Commitments directly to the Assignee at the Applicable Payment Offices specified on Schedule 2 hereto; provided, however, that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Borrowers and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Administrative Agent shall be entitled to continue to deal solely and directly with the benefitsAssignor in connection with the interests so assigned until the Administrative Agent, the Parent, the Issuing Bank and remain obligated the Swing Line Lender to perform all the extent required by Section 11.6 of the obligationsCredit Agreement, shall have received notice of the "lessor" under assignment, the Contract. The Debtor and the Lender hereby instruct the LesseeParent shall have consented in writing thereto, and the Lessee agreesAdministrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.6 of the Credit Agreement. From and after the date (the “Effective Date”) on which the Administrative Agent shall notify the Parent and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee Assignee shall not recognize be deemed to be a party to the exercise by Credit Agreement and, to the Debtor of any of its extent that rights and powers obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender under the Contract and Loan Documents, (ii) the Lessee Assignee shall performbe deemed to have appointed the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the Loan Documents as are delegated to the Administrative Agent by the terms thereof, observe together with such powers as are reasonably incidental thereto and comply with all (iii) the Assignor shall, to the extent of the Assigned Commitment, relinquish its undertakings rights and be released from its obligations under the Contract in Loan Documents.. After the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the DebtorEffective Date, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it Administrative Agent shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Lender and not to the Debtor; and exercise all of its rights pursuant to the GSA and the Assignment, including the right to dispose of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]1 Omit bracketed language if no fee is being paid.

Notice of Assignment. The Debtor and the Lender hereby notify and confirm Assignor agrees to the Lessee that the Debtor has granted to the Lender a security interest in and to all give notice of the Debtor's right, title assignment and interest in and to the Aircraft and a security interest and assignment assumption of the Contract and all Assigned Property in accordance with Section 6.3(c)(A) of the Debtor's right, title Participation Agreement and interest in and to hereby instructs the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing noticeAdministrative Agent, the Lessee will not be bound by such notice until after and the Lender gives written notice Lessor to make all payments with respect to the Assigned Property directly to the Assignee at the applicable offices specified on Schedule 2 hereto; provided, however, that the Administrative Agent, the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Lessor shall be entitled to continue to deal solely and directly with the benefits, and remain obligated to perform all of Assignor in connection with the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: interests so assigned until (i) the Agents, the other Participants and the Lessee shall not recognize have received notice of the exercise by the Debtor of any of its rights and powers under the Contract assignment and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under have consented in writing thereto to the Contract in the Lender's favour and for the benefit extent required by Section 6.3 of the Lender as if Participation Agreement. From and after the Lender were named as date (the "lessor" therein or, if “Assignment Effective Date”) on which the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among Administrative Agent shall notify the Lessee and the DebtorAssignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (x) the Assignee shall be deemed to be a party to the Operative Documents and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Rent Assignee and/or the Lessor, as applicable, under the Operative Documents, and (y) the Assignee shall be deemed to have appointed and the Agents to take such action as agent on its behalf and to exercise such powers under the Operative Documents as are delegated to the Administrative Agent or the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto. After the Assignment Effective Date, the obligations of Administrative Agent and the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly interest assigned hereby (including payments of principal on the Rent Assignment Interests, Lessor Retained Interest, Lessor Investment, Yield, Fees and other amounts) to the Lender Assignee. The Assignor and not the Assignee shall make all appropriate adjustment in payments under the Assigned Property for periods prior to the Debtor; and exercise all Assignment Effective Date hereof directly between themselves. If the Assignee is not a United States Person as defined in Section 7701(a)(30) of its rights pursuant the Code, the Assignee (if legally entitled to do so) shall deliver to the GSA Administrative Agent and the Assignment, including Lessor and the right to dispose Lessee herewith the forms required by Section 7.3 of the Aircraft Participation Agreement to evidence the Assignee’s complete exemption from United States withholding taxes with respect to payments under the Operative Documents. If the Assignee is a United States Person, the Assignee (if legally entitled to do so) shall deliver to the Administrative Agent and assign the Contract to such person Lessor and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]Lessee herewith an Internal Revenue Service Form W-9 evidencing the Assignee’s exemption from United States backup withholding taxes and any other forms required by Section 7.3 of the Participation Agreement.

Notice of Assignment. The Debtor Please take notice that by an instrument entitled “Assignment of Refund Guarantee” dated _______________, 200_, the Buyer has assigned absolutely to NORDDEUTSCHEE LANDESBANK GIROZENTRALE of Hannover, Federal Republic of Germany, (the “Assignee”), all its rights, title, interest and benefits in and in and under the Lender hereby notify Refund Guarantee and confirm in all monies payable by you to the Lessee that the Debtor has granted Buyer thereunder including (without prejudice to the Lender a security interest in and to all generality of the Debtor's right, title foregoing) interest and interest cost payable under the Refund Guarantee and all claims for damages in respect of any breach by you of the Refund Guarantee. You are hereby irrevocably instructed and authorized to pay to the Aircraft Assignee as the Assignee may from time to time direct you in writing or to such other bank or account as the Assignee may from time to time direct you in writing each and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts every sum payable by the Lessee to the Debtor you under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the ContractRefund Guarantee. Any performance You shall be entitled or obliged to enquire whether the Assignee has become entitled to make such demand as our attorney-in-fact or assignee and you shall be obliged to make payment pursuant to any such demand in accordance with the terms of the Refund Guarantee and the instructions given to you by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring Assignee as to the accuracy or the entitlement account of the Lender Assignee to give any such notice and which payment shall be made. Further we acknowledge that we are not entitled without the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment prior written consent of the Contract Assignee to agree to or permit or suffer any amendment whatsoever of the Refund Guarantee, or to consent or agree to any waiver or release or cancellation of any obligation under or in connection with the Refund Guarantee. The authority and instructions contained herein cannot be revoked or varied by us without the prior written consent of the Assignee. Please acknowledge the receipt of this Notice by countersigning and returning to NORDDEUTSCHE LANDESBANK GIROZENTRALE, Shipping and Aircraft Finance Department, Friedrichswall 10, 30159 Hannover, Federal Republic of Germany, the Acknowledgement being attached to this letter. Yours faithfully, ______________________________________________ ATL OFFSHORE GMBH & CO. ________________ KG __________________________ _________________ _____________________________________________________________________________________________________ NORDDEUTSCHE LANDESBANK GIROZENTRALE Shipping and Aircraft Finance Department Xxxxxxxxxxxxxx 00 00000 Xxxxxxxx Xxxxxxx ____________________, 200_ Dear Sirs, Hull No. _____________ of FINCANTIERI CANTIERI NAVALI ITALIANI S.P.A. of Genoa, Italy Your Refund Guarantee No. _____________ dated ___________, 200_ (the “Refund Guarantee”) in favour of ATL OFFSHORE GMBH & CO. _______________ KG of Leer, Germany Acknowledgement of Notice of Assignment We hereby acknowledge receipt of and consent to the Lender pursuant to the foregoing Notice of Assignment and confirm that NORDDEUTSCHEE LANDESBANK GIROZENTRALE of Hannover, Federal Republic of Germany, shall be fully entitled to exercise all rights and to demand and receive all sums payable by us under the Lender's agreements hereunderRefund Guarantee. We confirm that we have not received any other notice of assignment, pledge or other encumbrance. Further we acknowledge that we are not entitled without the Debtor agrees that it shall at all times remain obligated prior written consent of NORDDEUTSCHE LANDESBANK GIROZENTRALE to perform all obligations agree to or permit or suffer any amendment whatsoever of the Debtor Refund Guarantee, or to consent or agree to any waiver or release or cancellation of any obligation under or in connection with the ContractRefund Guarantee. If Yours faithfully, ___________________________________________________ _________________________________ (evidence of legal authority of signatories to be attached) (company seal to be attached) EXHIBIT 5 FORM OF CORPORATE GUARANTEE [DOCUMENT TRANSLATED FROM GERMAN] FIXED LIABILITY GUARANTEE as security for the Lender issues to the Lessee a Notice of Defaultbank claims described in further detail under Xx. 0, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly to the Lender and not to the Debtor; and exercise all of its rights pursuant to the GSA and the Assignment, including the right to dispose of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriateXXXXXXXX XXXXXXXX XXXX & CO. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]KG

Notice of Assignment. The Debtor and Bank shall have the Lender hereby notify and confirm to the Lessee that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of right at any time following an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any notify Debtors of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract security interest in the Lender's favour Accounts and for the benefit to require payments to be made directly to Bank. Upon request of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on Bank at any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice time following an Event of Default, Borrower will so notify the Lender Debtors and will indicate on all xxxxxxxx to the Debtors that the Accounts are payable to Bank. To facilitate direct collection, Borrower hereby appoints Bank and any officer or employee of Bank, as Bank may from time to time designate, as attorney-in-fact for Borrower to (a) receive, open and dispose of all mail addressed to Borrower and take therefrom any payments on or proceeds of Accounts; (b) take over Borrower's post office boxes or make other arrangements, in which Borrower shall cooperate, to receive Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to Borrower to such address as Bank shall designate; (c) endorse the name of Borrower in favor of Bank upon any and all checks, drafts, money orders, notes, acceptances or other evidences or payment or Collateral that may come into Bank's possession; (d) sign and endorse the name of Borrower on any invoice or xxxx of lading relating to any of the Accounts, on verifications of Accounts sent to any Debtor, to drafts against Debtors, to assignments of Accounts and to notices to Debtors; and (e) do all acts and things necessary to carry out this Agreement, including signing the name of Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the Uniform Commercial Code. Borrower hereby ratifies and approves all acts of such attorneys-in-fact pursuant to this section, and neither Bank nor any other such attorney-in-fact shall be entitled to: direct the Lessee to make all payments in respect liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as any of the Contract directly to the Lender and not to the Debtor; and exercise all of its rights pursuant to the GSA and the Assignment, including the right to dispose of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]Obligations remain unsatisfied.

Notice of Assignment. The Debtor and Bank shall have the Lender hereby right at any time to notify and confirm to the Lessee that the Debtor has granted to the Lender a Debtors of its security interest in the Accounts and to all of the Debtor's right, title and interest in and require payments to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract made directly to the Lender Bank. Upon request of the Bank at any time, Borrowers will so notify the account debtors and not will indicate on all billings to the Debtoraccount debtors that the Accounts are payable to txx Xxxx. To facilitate direct collection, the Borrowers hereby appoint the Bank and any officer or employee of the Bank, as the Bank may from time to time designate, as attorney-in-fact for the Borrowers to (a) receive, open and dispose of all mail addressed to the Borrowers and take therefrom any payments on or proceeds of Accounts; (b) take over the Borrowers' post office boxes or make other arrangements, in which the Borrowers shall cooperate, to receive the Borrowers' mail, including notifying the post office authorities to change the address for delivery of mail addressed to the Borrowers to such address as the Bank shall designate; (c) endorse the name of the Borrowers in favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other evidences or payment or Collateral that may come into the Bank's possession; (d) sign and endorse the name of the Borrowers on any invoice or bill of lading relating to any of the Accounts, on verifications ox Xxcounts sent to any debtor, to drafts against debtors, to assignments of Accounts and to notices to Debtors; and exercise (e) do all of its rights pursuant acts and things necessary to the GSA and the Assignmentcarry out this Agreement, including signing the right to dispose name of the Aircraft and assign Borrowers on any instruments required by law in connection with the Contract to such person transactions contemplated hereby and on financing statements as permitted by the Uniform Commercial Code. The Borrowers hereby ratify and approve all acts of such terms attorneys-in-fact, and neither the Bank nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable so long as any of the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]Obligations remain unsatisfied.

Notice of Assignment. The Debtor We refer to: (i) the Rental Agreement ref. TRM001 and the Lender hereby notify Supplemental Agreement thereto (together the "Agreement") made between yourselves and confirm NCR Limited ("NCR"); and (ii) the Security Assignment dated 4 September 2002 ("TRM Assignment") by which you assigned to the Lessee that the Debtor has granted to the Lender a NCR by way of security interest in and to all of the Debtor's rightyour rights, title title, benefit and interest in and to the Aircraft Assigned Property (as defined therein). Copies of the Agreement and the TRM Assignment are annexed hereto for identification. We hereby give notice that pursuant to a security interest assignment dated 5 September 2002 and assignment other arrangements made in connection therewith: (i) NCR has assigned to us by way of the Contract and security all of the Debtor's its right, title title, benefit and interest in and to the Contract includingAgreement together with all of its right, but not limited totitle, all rents benefit and other amounts payable by the Lessee interest in and to the Debtor under the Contract, and that the Debtor has granted the Assignment Assigned Property assigned to NCR pursuant to the Lender TRM Assignment (collectively, together the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default NoticeAssigned Rights"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract ; and (ii) the Lessee shall performProducts (as defined in the Agreement) have been sold to us. We hereby give further notice that by an assignment made on 10 September 2002 and arrangements made in connection therewith: (i) all of our rights, observe title, benefit and comply with interest in and to the Assigned Rights have been assigned to CITICAPITAL LTD of CitiCapital House, 00 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx XX00 0XX (the "Owner"); and (ii) the Products have been sold to the Owner. Notwithstanding the assignments referred to above: (i) NCR remains liable to you to perform all of its undertakings and obligations assumed under the Contract Agreement and neither we nor the Owner are to be under any obligation of any kind whatsoever, and (ii) until you receive directions from the Owner to the contrary, you should continue to pay sums falling due under the Agreement to NCR and you should deal solely with NCR in relation to the invoicing and payment of rental charges and other sums falling due under the Agreement. If you wish to vary or terminate the Agreement, you should contact NCR in the Lender's favour first instance. However, any variation or termination will not be binding unless agreed in writing by the Owner. Please would you acknowledge receipt of this notice of assignment by countersigning and for returning the benefit enclosed copy of this letter. /s/ Xxxxxxx Spring For and on behalf of SUMMIT ASSET MANAGEMENT LIMITED ACKNOWLEDGMENT TO: CITICAPITAL LTD. In consideration of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee payment by you to us on terms substantially the same as the terms demand of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfysum of One Pound, as among the Lessee and the Debtor, the obligations we hereby acknowledge receipt of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of DefaultAssignment of which this is a duplicate copy and acknowledge, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly to the Lender confirm and not to the Debtor; and exercise all of its rights pursuant to the GSA and the Assignment, including the right to dispose of the Aircraft and assign the Contract to such person and on such terms agree as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]follows:

Notice of Assignment. The Debtor Assignor agrees to give notice of the assignment and assumption of the Assigned Loan and the Lender hereby notify and confirm Assigned Commitment to the Lessee Administrative Agent and hereby instructs the Administrative Agent to make payments with respect to the Assigned Loan and the Assigned Commitment directly to the Assignee at the offices specified in Item 6 on Schedule 1 hereto (which shall also be the Assignee's address for notices pursuant to Section 11.1 of the Loan Agreement); provided, however, that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Borrower and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Administrative Agent shall be entitled to continue to deal solely and directly with the benefits, and remain obligated to perform all of Assignor in connection with the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: interest so assigned until (i) the Lessee Administrative Agent shall not recognize the exercise have received a counterpart of this Agreement duly executed by the Debtor of any of its rights Assignor, the Assignee and powers under the Contract and Borrower, (ii) the Lessee Assignor shall performhave delivered to the Borrower any Notes that shall be subject to such assignment, observe and comply with (iii) all other conditions set forth in Section 11.6(b) of its undertakings the Loan Agreement have been satisfied, including the receipt by the Administrative Agent of the $2500 administrative fee referred to in clause (iii) thereof. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the Assignee, and the Assignor that (i), (ii) and (iii) shall have occurred and all consents (if any) required shall have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to the Assignee as provided herein, shall have the rights and obligations of a Bank under the Contract Loan Agreement. After the Effective Date, (a) all interest, principal, fees and other amounts that would otherwise be payable to the Assignor in respect of the Lender's favour Assigned Loan and the Assigned Commitment shall be paid to the Assignee, and (b) if the Assignor receives any payment on account of the Assigned Loan or the Assigned Commitment, the Assignor shall hold such payment for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing Assignee and shall promptly deliver it to the Debtor Assignee. The Assignee agrees to deliver to the Borrower and the Administrative Agent such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Contract will satisfy, as among the Lessee and the Debtor, the obligations Loan Agreement without deduction or withholding of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly to the Lender and not to the Debtor; and exercise all of its rights pursuant to the GSA and the Assignment, including the right to dispose of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor Assignor hereby gives notice of the assignment and assumption of the Assigned Loans and the Lender hereby notify and confirm Assigned Commitment to the Lessee Administrative Agent and hereby instructs the Borrower to make payments with respect to the Assigned Loans and the Assigned Commitment directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; PROVIDED, HOWEVER, that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Borrower and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Administrative Agent shall be entitled to continue to deal solely and directly with the benefits, and remain obligated to perform all of Assignor in connection with the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: interests so assigned until (i) the Lessee Administrative Agent shall not recognize the exercise have received a copy of this Assignment and Assumption Agreement duly executed by the Debtor Assignor, the Assignee, and the Borrower, and shall have received the assignment fee described in Section 11.5(c)(iii) of any of its rights and powers under the Contract Loan Agreement, and (ii) the Lessee Assignor shall performhave delivered to the Administrative Agent its Note. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, observe the Assignee and comply with the Assignor that (i) and (ii) have occurred and all of its undertakings consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Lender under the Contract in Loan Agreement. After the Lender's favour Effective Date, and for with respect to all such amounts accrued from the benefit of the Lender as if the Lender were named as the "lessor" therein orAssignment Date, if the Lender so requests(a) all interest, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent principal, fees, and other amounts that discharges its obligations owing would otherwise be payable to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments Assignor in respect of the Contract directly Assigned Loans and the Assigned Commitment shall be paid to the Lender and not Assignee, (b) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitment that is payable to the Debtor; and exercise all of its rights pursuant Assignee, the Assignor shall promptly deliver such payment to the GSA Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower accrued prior to the Effective Date, then Assignee shall pay over the same to Assignor. The Assignee agrees to deliver to the Borrower and the Assignment, including Administrative Agent on or before the right Effective Date such Internal Revenue Service forms as may be required to dispose establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor Assignor agrees to give notice of the -------------------- assignment and assumption of the Assigned Loans, the Assigned Letter of Credit Exposure and the Lender hereby notify and confirm Assigned Commitment to the Lessee Administrative Agent and the Borrower and hereby instructs the Administrative Agent and the Borrower to make all payments with respect to the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment directly to the Assignee at the applicable Lending Offices specified in Item 8 on Schedule 1 hereto; provided, however, that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Borrower and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Administrative Agent shall be entitled to continue to deal solely and directly with the benefits, Assignor in connection with the interests so assigned until the Administrative Agent and remain obligated to perform all the Borrower shall have received notice of the obligationsassignment, the Administrative Agent and the Issuing Bank (to the extent required by section 11.7 of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the LesseeCredit Agreement) shall have consented in writing thereto, and the Lessee agreesAdministrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to section 11.7 of the Credit Agreement. From and after the date (the "Effective --------- Date") on which the Administrative Agent shall notify the Borrower and the ---- Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee Assignee shall not recognize be deemed to be a party to the exercise by Credit Agreement and, to the Debtor of any of its extent that rights and powers obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender under the Contract Credit Agreement, and (ii) the Lessee Assignee shall perform, observe be deemed to have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and comply with all of its undertakings and obligations to exercise such powers under the Contract in Loan Documents as are delegated to the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as Administrative Agent by the terms of thereof, together with such powers as are reasonably incidental thereto. After the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the DebtorEffective Date, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it Administrative Agent shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Lender Assignee. The Assignor and not Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment for periods prior to the Debtor; and exercise all of its rights pursuant Effective Date hereof directly between themselves. The Assignee agrees to deliver to the GSA Borrower and the Assignment, including Administrative Agent such Internal Revenue Service forms as may be required to establish that the right Assignee is entitled to dispose receive payments under the Credit Agreement without deduction or withholding of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]tax.

Notice of Assignment. The Debtor and In the Lender hereby Event of Default for non-payment of the Obligations, the Bank shall have the right to notify and confirm to the Lessee that the Debtor has granted to the Lender a Debtors of its security interest in the Accounts and to all require payments to be made directly to the Bank. Thereafter, upon request of the Bank, Borrower will so notify the account debtors and will indicate on all xxxxxxxx to the account debtors that the Accounts are payable to the Bank. To facilitate direct collection, the Borrower hereby appoints the Bank and any officer or employee of the Bank, as the Bank may from time to time designate, as attorney-in-fact for the Borrower to (a) receive, open and dispose of all mail addressed to the Borrower and take therefrom any payments on or proceeds of Accounts; (b) take over the Borrower's post office boxes or make other arrangements, in which the Borrower shall cooperate, to receive the Borrower's mail, including notifying the post office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Bank shall designate; (c) endorse the name of the Borrower in favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other evidences or payment or Collateral that may come into the Bank's possession; (d) sign and endorse the name of the Borrower on any invoice or xxxx of lading relating to any of the Accounts, on verifications of Accounts sent to any Debtor's right, title and interest in to drafts against Debtors, to assignments of Accounts and to notices to Debtors; and (e) do all acts and things necessary to carry out this Agreement, including signing the Aircraft and a security interest and assignment name of the Contract Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the Uniform Commercial Code. The Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and neither the Bank nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment. This power, being coupled with an interest, is irrevocable so long as any of the Debtor's right, title obligations remain unsatisfied and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) shall be entitled to the benefits, and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly to the Lender and not to the Debtor; and exercise all of its rights pursuant to the GSA and the Assignment, including the right to dispose of the Aircraft and assign the Contract to such person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]remains uncured.

Notice of Assignment. The Debtor Assignor agree to give notice of the -------------------- assignment and assumption of the Assigned Loans and the Lender hereby notify and confirm Assigned Commitment to the Lessee Agent and the Borrower and hereby instructs the Agent and the Borrower to make all payments with respect to the Assigned Loans and the Assigned Commitment directly to the Assignee at the applicable Lending Offices specified on Schedule 2 hereto; provided, however, that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or the GSA and that its rights as assignee under the Assignment have become exercisable (such notice, a "Default Notice"). The Debtor Borrower and the Lender agree that until the Lender issues a Default Notice to the Lessee, the Debtor (and not the Lender) Agent shall be entitled to continue to deal solely and directly with the benefitsAssignor in connection with the interests so assigned until the Agent and the Borrower, and remain obligated to perform all the extent required by Section 11.7 of the obligationsCredit Agreement, shall have received notice of the "lessor" under assignment, the Contract. The Debtor and the Lender hereby instruct the LesseeBorrower shall have consented in writing thereto, and the Lessee agreesAgent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement. From and after the date (the "Effective Date") on which the Agent shall notify the -------------- Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, that if the Lender issues to the Lessee a Default Notice, then: (i) the Lessee Assignee shall not recognize be deemed to be a party to the exercise by Credit Agreement and, to the Debtor of any of its extent that rights and powers obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Agent, shall have rights and obligations of a Lender under the Contract Credit Agreement, and (ii) the Lessee Assignee shall perform, observe be deemed to have appointed the Agent to take such action as agent on its behalf and comply with all of its undertakings and obligations to exercise such powers under the Contract in Loan Documents as are delegated to the Lender's favour and for the benefit of the Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as Agent by the terms of thereof, together with such powers as are reasonably incidental thereto. After the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to the Debtor under the Contract will satisfy, as among the Lessee and the DebtorEffective Date, the obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of the Contract to the Lender pursuant to the Assignment and the Lender's agreements hereunder, the Debtor agrees that it Agent shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to make all payments in respect of the Contract directly interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Lender Assignee. The Assignor and not Assignee shall make all appropriate adjustment in payments under the Assigned Loans and the Assigned Commitment for periods prior to the Debtor; and exercise all of its rights pursuant to Effective Date hereof directly between themselves. If the GSA and the Assignment, including the right to dispose Assignee is not a United States Person as defined in Section 7701(a)(30) of the Aircraft and assign Code, the Contract Assignee shall deliver herewith the forms required by Section 2.9(c) of the Credit Agreement to such person and on such terms as evidence the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]Assignee's compete exemption from United States withholding taxes with respect to payments under the Loan Documents.