Common use of Assignment of Customer’s Interest Clause in Contracts

Assignment of Customer’s Interest. Boeing hereby consents to Customer’s assignment of Customer’s rights and interest under the Purchase Agreement to: 1) Customer’s controlled subsidiary United Air Lines, Inc. (United Air Lines), 2) Customer’s controlled subsidiary Continental Airlines, Inc. (Continental Airlines), or 3) the successor entity resulting from the merger or consolidation of United Air Lines, Continental Airlines, and/or Customer (UAL Entity), in each case subject to the following terms and conditions: 1.1 Customer must notify Boeing of its intent to exercise its right to assign Aircraft in writing no less than *** days prior to the first day of the scheduled delivery month of the Aircraft to be assigned; 1.2 Boeing shall not be subject to any additional liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement; 1.3 Customer’s assignment will include all of its rights and obligations under the Purchase Agreement with respect to the Aircraft being assigned, and Customer’s UCH-PA-03776-LA-1208238 Assignment Matters Page 1 assignee will assume all of Customer’s right and obligations under the Purchase Agreement with respect to the Aircraft being assigned. Upon Customer’s assignment of all of its rights and obligations under the Purchase Agreement with respect to the Aircraft being assigned to Customer’s assignee, Customer *** under the Purchase Agreement *** Boeing with respect to the Aircraft being assigned. In the event of an assignment of all of Customer’s rights and obligations under the Purchase Agreement to Customer’s assignee, Customer *** under the Purchase Agreement *** Boeing. 1.4 If Customer’s assignees are either United Air Lines or Continental Airlines, then United Air Lines or Continental Airlines remain as controlled subsidiaries of Customer respectively at the time of assignment. 1.5 The assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing.

Assignment of Customer’s Interest. 1.1 Boeing hereby consents may consent to Customer’s assignment of Customer’s any reasonable request by Customer to assign as security interest certain rights and interest interests of Customer under the Purchase Agreement to: 1) if such assignment is solely for the purpose of enabling Customer to secure advance payment financing for the purchase of the Aircraft provided that Customer and Customer’s controlled subsidiary United Air Linesfinanciers accept Boeing’s terms and conditions for consenting to a security assignment including, Inc. but not limited to, the following: (United Air Linesi) Customer and Customer’s financiers agree that the assignment will be subject to Boeing’s option (Manufacturer’s Option), as defined in Section 2) Customer’s controlled subsidiary Continental Airlines, Inc. below; (Continental Airlines), or 3ii) the successor entity resulting from the merger or consolidation of United Air Lines, Continental Airlines, and/or Customer (UAL Entity), in each case assignment shall be subject to the following terms Manufacturer’s Option upon the occurrence of a Change of Control event as defined in Section 3, below; (iii) Customer shall continue at all times to remain liable to Boeing under the Purchase Agreement to perform all duties and conditions: 1.1 Customer must notify Boeing obligations of its intent to exercise its right to assign Aircraft in writing no less than *** days prior to the first day of the scheduled delivery month of the Aircraft to be assigned; 1.2 Customer; (iv) Boeing shall not be subject to any additional liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement; 1.3 Customer’s assignment will include all of its rights and obligations under ; and, (v) the Purchase Agreement with respect to the Aircraft being assigned, and Customer’s UCH-PA-03776-LA-1208238 Assignment Matters Page 1 assignee will assume all of Customer’s right and obligations under the Purchase Agreement with respect to the Aircraft being assigned. Upon Customer’s assignment of all of its rights and obligations under the Purchase Agreement with respect to the Aircraft being assigned to Customer’s assignee, Customer *** under the Purchase Agreement *** Boeing with respect to the Aircraft being assigned. In the event of an assignment of all of Customer’s rights and obligations under the Purchase Agreement to Customer’s assignee, Customer *** under the Purchase Agreement *** Boeing. 1.4 If Customer’s assignees are either United Air Lines or Continental Airlines, then United Air Lines or Continental Airlines remain as controlled subsidiaries of Customer respectively at the time of assignment. 1.5 The assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to VLS-PA-03815-LA-1208479 divest itself of title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing. Boeing will not unreasonably withhold its consent. 1.2 For purposes of assignment of a security interest in the Purchase Agreement in exchange for financing the advance payments, Boeing will permit Customer’s financier to be assigned the right to purchase the Aircraft for the Aircraft Price, less a credit memorandum in an amount equal to ****of the Airframe Price for the **** Aircraft and **** of the Airframe Price for the **** Aircraft. Such credit memorandum amount will be determined by multiplying the Airframe Price by the percentage listed above as adjusted by Boeing for any applicable escalation provisions and any costs incurred or benefits received. In calculating the amount payable by the financier for an Aircraft, the financier shall receive credit for the advance payments received and retained by Boeing under the Purchase Agreement with respect to that Aircraft. In the event of such assignment, Customer shall remain responsible for performance of Customer’s obligations under any separate agreements related to the Aircraft including, but not limited to, agreements with the engine manufacturer or BFE suppliers. 1.3 In addition to the assignable concession level in paragraph 1.2 above, Boeing will permit Customer to assign to Customer’s financier the following **** advance payment schedule which modifies the due dates and amounts of the advance payments from those included in the standard **** schedule reflected in Table 1A and 1B to the Purchase Agreement. 1.4 At delivery of the Aircraft, Financier will pay interest on the Deferred Advance Payments from the calendar day on which each advance payment would have been due in accordance with Table 1A and 1B of the Purchase Agreement until the day such payment is received by Boeing. The rate used to calculate such interest shall be **** The effective rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter. 1.5 The preceding provisions are subject to adequate documentation of the security and consent agreements as solely determined by Boeing. At the time such agreements are offered for consideration by Boeing, Boeing will discuss Assignment of Customer’s Interest for Securing Advance Payment Financing reasonable requests by Customer for possible modification of the preceding provisions, including escalation methodology and concession levels, in light of changing market conditions and lender requirements related to advance payment financing. 1.6 In addition to the foregoing paragraph 1.5, Boeing agrees to offer improved, but presently undefined, assignment terms if, at the time Customer pursues advance payment financing, (i) Customer selects either Citibank, DVB Bank SE or BNP Paribas as its financier for advance payment financing and (ii) the chosen financier signs a non-disclosure agreement with Boeing containing terms deemed satisfactory to Boeing in its sole discretion.

Assignment of Customer’s Interest. 1.1 Boeing hereby consents may consent to Customer’s assignment of Customer’s any reasonable request by Customer to assign as security interest certain rights and interest interests of Customer under the Purchase Agreement to: 1) if such assignment is solely for the purpose of enabling Customer to secure advance payment financing for the purchase of the Aircraft provided that Customer and Customer’s controlled subsidiary United Air Linesfinanciers accept Boeing’s terms and conditions for consenting to a security assignment including, Inc. but not limited to, the following: (United Air Linesi) Customer and Customer’s financiers agree that the assignment will be subject to Boeing’s option (Manufacturer’s Option), as defined in Section 2) Customer’s controlled subsidiary Continental Airlines, Inc. below; (Continental Airlines), or 3ii) the successor entity resulting from the merger or consolidation of United Air Lines, Continental Airlines, and/or Customer (UAL Entity), in each case assignment shall be subject to the following terms Manufacturer’s Option upon the occurrence of a Change of Control event as defined in Section 3, below; (iii) Customer shall continue at all times to remain liable to Boeing under the Purchase Agreement to perform all duties and conditions: 1.1 Customer must notify Boeing obligations of its intent to exercise its right to assign Aircraft in writing no less than *** days prior to the first day of the scheduled delivery month of the Aircraft to be assigned; 1.2 Customer; (iv) Boeing shall not be subject to any additional liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement; 1.3 Customer’s assignment will include all of its rights and obligations under ; and, (v) the Purchase Agreement with respect to the Aircraft being assigned, and Customer’s UCH-PA-03776-LA-1208238 Assignment Matters Page 1 assignee will assume all of Customer’s right and obligations under the Purchase Agreement with respect to the Aircraft being assigned. Upon Customer’s assignment of all of its rights and obligations under the Purchase Agreement with respect to the Aircraft being assigned to Customer’s assignee, Customer *** under the Purchase Agreement *** Boeing with respect to the Aircraft being assigned. In the event of an assignment of all of Customer’s rights and obligations under the Purchase Agreement to Customer’s assignee, Customer *** under the Purchase Agreement *** Boeing. 1.4 If Customer’s assignees are either United Air Lines or Continental Airlines, then United Air Lines or Continental Airlines remain as controlled subsidiaries of Customer respectively at the time of assignment. 1.5 The assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing. Boeing will not unreasonably withhold its consent. 1.2 For purposes of assignment of a security interest in the Purchase Agreement for the purpose of financing of the advance payments, Boeing will permit Customer’s financier to be assigned the right to purchase the Aircraft for the Aircraft Basic Price with Escalation Adjustment, less a credit memorandum in an amount equal to ****) of the Airframe Price for the 737-8 Aircraft and **** of the Airframe Price for the 737-9 Aircraft. Such credit memorandum amount will be determined by multiplying the Airframe Price by the percentage listed above as adjusted by Boeing for any applicable escalation provisions and any costs incurred or benefits received. In calculating the amount payable by the financier for an Aircraft, the financier shall receive credit for the advance payments received and retained by Boeing under the Purchase Agreement with respect to that Aircraft. In the event of such assignment, Customer shall remain responsible for performance of Customer’s obligations under any separate agreements related to the Aircraft including, but not limited to, agreements with the engine manufacturer or BFE suppliers. 1.3 In addition to the assignable concession level in paragraph 1.2 above, Boeing will permit Customer to assign to Customer’s financier the following ****advance payment schedule which modifies the due dates and amounts of the advance payments from those included in the standard **** schedule reflected in Table 1A and 1B to the Purchase Agreement. **** **** **** **** **** **** **** **** **** **** **** **** **** **** 1.4 At delivery of the Aircraft, Financier will pay interest on the **** Advance Payments from the calendar day on which each advance payment would have been due in accordance with Table 1A and 1BR1 of the Purchase Agreement until the day such payment is received by Boeing. The rate used to calculate such interest shall be **** The effective rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter. 1.5 The preceding provisions are subject to adequate documentation of the security and consent agreements as solely determined by Boeing. At the time such agreements are offered for consideration by Boeing, Boeing will discuss reasonable requests by Customer for possible modification of the preceding provisions, including escalation methodology and concession levels, in light of changing market conditions and lender requirements related to advance payment financing. 1.6 In addition to the foregoing paragraph 1.5, Boeing agrees to offer improved, but presently undefined, assignment terms if, at the time Customer pursues advance payment financing, (i) Customer selects either Citibank, DVB Bank SE or BNP Paribas as its financier for advance payment financing and (ii) the chosen financier signs a non-disclosure agreement with Boeing containing terms deemed satisfactory to Boeing in its sole discretion.

Assignment of Customer’s Interest. 1.1 Boeing hereby consents may consent to Customer’s assignment of Customer’s any reasonable request by Customer to assign as security interest certain rights and interest interests of Customer under the Purchase Agreement to: 1) if such assignment is solely for the purpose of enabling Customer to secure advance payment financing for the purchase of the Aircraft provided that Customer and Customer’s controlled subsidiary United Air Linesfinanciers accept Boeing’s terms and conditions for consenting to a security assignment including, Inc. but not limited to, the following: (United Air Linesi) Customer and Customer’s financiers agree that the assignment will be subject to Boeing’s option (Manufacturer’s Option), as defined in Section 2) Customer’s controlled subsidiary Continental Airlines, Inc. below; (Continental Airlines), or 3ii) the successor entity resulting from the merger or consolidation of United Air Lines, Continental Airlines, and/or Customer (UAL Entity), in each case assignment shall be subject to the following terms Manufacturer’s Option upon the occurrence of a Change of Control event as defined in Section 3, below; (iii) Customer shall continue at all times to remain liable to Boeing under the Purchase Agreement to perform all duties and conditions: 1.1 Customer must notify Boeing obligations of its intent to exercise its right to assign Aircraft in writing no less than *** days prior to the first day of the scheduled delivery month of the Aircraft to be assigned; 1.2 Customer; (iv) Boeing shall not be subject to any additional liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement; 1.3 Customer’s assignment will include all of its rights and obligations under ; and, (v) the Purchase Agreement with respect to the Aircraft being assigned, and Customer’s UCH-PA-03776-LA-1208238 Assignment Matters Page 1 assignee will assume all of Customer’s right and obligations under the Purchase Agreement with respect to the Aircraft being assigned. Upon Customer’s assignment of all of its rights and obligations under the Purchase Agreement with respect to the Aircraft being assigned to Customer’s assignee, Customer *** under the Purchase Agreement *** Boeing with respect to the Aircraft being assigned. In the event of an assignment of all of Customer’s rights and obligations under the Purchase Agreement to Customer’s assignee, Customer *** under the Purchase Agreement *** Boeing. 1.4 If Customer’s assignees are either United Air Lines or Continental Airlines, then United Air Lines or Continental Airlines remain as controlled subsidiaries of Customer respectively at the time of assignment. 1.5 The assignment shall not modify in any respect the Assignment of Customer’s Interest for Securing Advance Payment Financing continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing. Boeing will not unreasonably withhold its consent. 1.2 For purposes of assignment of a security interest in the Purchase Agreement in exchange for financing the advance payments, Boeing will permit Customer’s financier to be assigned the right to purchase the Aircraft for the Aircraft Price, less a credit memorandum in an amount equal to **** of the Airframe Price for Aircraft delivering in ****, **** of the Airframe Price for Aircraft delivering in ****, ****of the Airframe Price for Aircraft delivering in ****and ****of the Airframe Price for Aircraft delivery in ****. Such credit memorandum amount will be determined by multiplying the Airframe Price by the percentage listed above, as adjusted by Boeing for any applicable escalation provisions and any costs incurred or benefits received. In calculating the amount payable by the financier for an Aircraft, the financier shall receive credit for the advance payments received and retained by Boeing under the Purchase Agreement with respect to that Aircraft. In the event of such assignment, Customer shall remain responsible for performance of Customer’s obligations under any separate agreements related to the Aircraft including, but not limited to, agreements with the engine manufacturer or BFE suppliers. 1.3 In addition to the assignable concession level in paragraph 1.2 above, Boeing will permit Customer to assign to Customer’s financier the following non-standard advance payment schedule which modifies the due dates and amounts of the advance payments from those included in the standard ****schedule reflected in Attachment B to the Proposal. 1.4 At delivery of the Aircraft, Financier will pay interest on the Deferred Advance Payments from the calendar day on which each advance payment would have been due in accordance with Table 1 of the Purchase Agreement until the day such payment is received by Boeing. The rate used to calculate such interest shall be **** The effective rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter. Assignment of Customer’s Interest for Securing Advance Payment Financing 1.5 The preceding provisions are subject to adequate documentation of the security and consent agreements as solely determined by Boeing. At the time such agreements are offered for consideration by Boeing, Boeing will discuss reasonable requests by Customer for possible modification of the preceding provisions, including escalation methodology and concession levels, in light of changing market conditions and lender requirements related to advance payment financing. 1.6 In addition to the foregoing paragraph 1.5, Boeing agrees to offer improved, but presently undefined, assignment terms if, at the time Customer pursues advance payment financing, (i) Customer selects either Citibank, DVB Bank SE or BNP Paribas as its financier for advance payment financing and (ii) the chosen financier signs a non-disclosure agreement with Boeing containing terms deemed satisfactory to Boeing in its sole discretion.