Common use of Absolute and Unconditional Obligations Clause in Contracts

Absolute and Unconditional Obligations. Notwithstanding anything contained herein to the contrary, (i) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.3(g) and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.3(h) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, such obligations of each Lender are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower Representative or the Required Lenders that any of the conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (ii) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 3.2 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

Absolute and Unconditional Obligations. Notwithstanding anything contained herein to the contrary, (i) each Revolving Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.3(g) and each Revolving Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.3(h) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, such obligations of each Revolving Lender are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower Representative or the Required Revolving Lenders that any of the conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (ii) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, or (B) it does not in good faith believe that all conditions under Section 3.2 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line LoansRevolving Lenders.

Absolute and Unconditional Obligations. Notwithstanding anything contained herein to the contrary, (i) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.3(g) and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.3(h) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, such obligations of each Lender are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower Representative or the Required Lenders that any of the conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (ii) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 3.2 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrowers BorrowersBorrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

Absolute and Unconditional Obligations. Notwithstanding anything contained herein The Lessee’s obligations to the contrarypay Rent, (i) each Lender’s obligation Agreed Value, Maintenance Payments and any other amounts due under this Agreement and to make Revolving Loans for the purpose perform all of repaying its other obligations punctually under this Agreement and any Refunded Swing Line Loans pursuant to Section 2.3(g) and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.3(h) shall be other Transaction Document, are absolute and unconditional and shall be paid and performed in full when due without reduction, deduction, set-off, recoupment, claim or counter claim, and the Lessor shall have all of the rights and benefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided therein; and the Lessee may not be affected regard its obligations as cancelled, terminated, suspended, reduced or altered (and waives to the greatest extent permitted by the Applicable Regulations any circumstancerights which it may have at any time to cancel, terminate, suspend, reduce or alter such obligations), no matter what happens and no matter how fundamental or unforeseen the event and regardless of any partial or total failure of consideration, including without limitation: 6.1.1 any unavailability of the Aircraft for any reason, including, but not limited to, any defect in the airworthiness, merchantability, satisfactory condition, fitness for any purpose, condition, design or operation of any kind or nature of the Aircraft; or 6.1.2 the ineligibility of the Aircraft for any particular use or trade, or for registration or documentation under the laws of any relevant jurisdiction; or 6.1.3 the Total Loss (Aexcept as provided herein upon payment of the Agreed Value and all other amounts then due and payable hereunder) of, or any damage to, the Aircraft, Airframe or any Engine; or 6.1.4 any set off, counterclaim, recoupment, defense reduction, reimbursement, withholding defence or other right rights which such Lender the Lessee may have against the Swing Line LenderLessor, the Owner Participant, any Credit Party Financier or any other Person for person, including without limitation, rights pursuant to Sections 2A-401 or 2A-402 of the UCC; or 6.1.5 any reason whatsoever; (B) failure or delay on the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects part of any Credit Party; (D) party hereto in performing or complying with any breach of the terms or conditions of this Agreement or any other Credit Document Transaction Document; or 6.1.6 any insolvency, bankruptcy, administration, reorganisation, concurso mercantil, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Owner, the Lessor, any party theretoFinancier or the Lessee; or 6.1.7 any lack of due authorisation of, or (E) other defect in, this Agreement or any other circumstance, happening Transaction Document. Nothing in this Clause 6 will be construed to extinguish or otherwise limit the Lessee’s right to institute legal proceedings against the Lessor or any other person in the event whatsoever, whether or not similar to any of the foregoing; provided, Lessor’s or such other person’s breach of its obligations of each Lender are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower Representative under this Agreement or the Required Lenders that any of the conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (ii) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 3.2 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line LoansTransaction Documents.

Absolute and Unconditional Obligations. Notwithstanding anything contained herein 7.1 The Lessee’s obligations to the contrarypay Rent, (i) each Lender’s obligation Agreed Value, End of Lease Maintenance Payment Adjustments and any other amounts due under this Agreement and to make Revolving Loans for the purpose perform all of repaying any Refunded Swing Line Loans pursuant to Section 2.3(g) and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.3(h) shall be its other obligations under this Agreement, are absolute and unconditional and shall not be affected by unconditional, irrespective of any circumstancecontingency, including without limitation: (Aa) after Delivery, any unavailability of the Aircraft for any reason, including, but not limited to, any defect in the airworthiness, merchantability, satisfactory condition, fitness for any purpose, condition, design or operation of any kind or nature of the Aircraft; (b) after Delivery, the ineligibility of the Aircraft for any particular use or trade, or for registration or documentation under the laws of any relevant jurisdiction; (c) the Total Loss (except as provided hereunder upon payment of the Agreed Value and all other amounts (including Rent) then due and payable hereunder) of, or any damage to, the Aircraft, Airframe or any Engine; (d) any set off, counterclaim, recoupment, defense withholding defence or other right rights which such Lender the Lessee may have against the Swing Line LenderOwner, the Lessor, any Credit Party Financier (if applicable) or any other Person for any reason whatsoever; person; (Be) the occurrence exercise of any rights and/or remedies by the Lessor, the Owner and/or any Financier (if applicable) under this Agreement or continuation of a Default or Event of Default; any other Transaction Document; (Cf) any adverse change in failure or delay on the business, operations, properties, assets, condition (financial or otherwise) or prospects part of any Credit Party; (D) Party in performing or complying with any breach of the terms or conditions of this Agreement or any other Credit Document by any party thereto; or Transaction Document; (Eg) any insolvency, bankruptcy, administration, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Owner, the Lessor, any Financier (if applicable) or the Lessee; or (h) any lack of due authorisation of, or other circumstancedefect in, happening this Agreement or any other Transaction Document, provided that nothing in this Clause 7 will be construed to extinguish or otherwise limit the Lessee’s right to institute separate legal proceedings against the Lessor in the event whatsoeverof the Lessor’s breach of this Agreement or to limit the Lessee’s rights and remedies against the Lessor or any other person. Quiet enjoyment 8.1 So long as no Event of Default has occurred and is continuing, whether the Lessor will not, and will procure that neither the Owner, nor any person claiming by or through the Owner, will interfere with the Lessee’s right or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee’s right to have quiet use, enjoyment and possession of the Aircraft during the Lease Period. The exercise by the Lessor, or any person claiming by or through the Lessor, of its rights under or in connection with this Agreement or any other Transaction Document will not similar constitute such interference. Warranties 8.2 The Lessee or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee shall, during the Lease Period, enjoy the benefit of the Airframe Warranties and the Engine Warranties pursuant to the terms of the Airframe Warranties Agreement and the Engine Warranties Agreement respectively. 8.3 Save as provided below, during the Lease Period, the Lessor will allow the Lessee or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee to have the use and benefit of any other existing and transferable manufacturer, vendor or supplier warranties relating to the Aircraft in each case subject to any necessary consents of the foregoingrelevant Manufacturer, vendor or supplier. The Lessor agrees to take such steps at the cost and expense of the Lessee, as are reasonably necessary to enable the Lessee or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee to receive the benefits of such warranties. The Lessee and, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee will have the benefit of any such warranties subject to any terms that the relevant Manufacturer, vendor or supplier may require. 8.4 On the Expiry Date, the Lessee’s and, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee’s rights under the warranties referred to in Clause 8.3 (including their respective rights to pursue claims and receive payments thereunder) shall immediately revert to the Owner. 8.5 On the Expiry Date, the Lessee and, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee, will at the Lessee’s own cost and expense, take all steps necessary to ensure that the benefit of any unexpired and transferable warranties relating to the Aircraft is vested in the Owner. Life Key/Lessor Care agreements 8.6 The Lessor undertakes in favour of the Lessee that for the duration of the Lease Period, the Engines shall be covered by Life Key/Lessor Care agreements entered into between the Lessor and the Engine Manufacturer and that such Life Key/Lessor Care agreements will remain in full force and effect during such Lease Period. 9 Information Financial information 9.1 During the Lease Period, the Lessee will deliver to the Lessor: (a) as soon as practicable and not later than one hundred and twenty (120) days after the end of the Lessee’s financial year to which they relate, a copy of its consolidated audited financial statements in English (together with all notes) prepared in accordance with IFRS by a reputable firm of accountants. The financial statements will fairly and accurately present the financial position of the Lessee as at the end of such financial year and the results of its operations for such financial year and will disclose all material liabilities (contingent or otherwise) of the Lessee; (b) as soon as practicable and not later than sixty (60) days after the end of the Lessee’s financial quarter to which they relate, a copy of its consolidated management accounts in English (together with all notes) prepared in accordance with IFRS by a reputable firm of accountants. The financial statements shall fairly and accurately present the financial position of the Lessee as at the end of such financial quarter and the results of its operations for such financial quarter and shall, in accordance with such accounting principles and practices, disclose all material liabilities (contingent or otherwise) of the Lessee; providedand (c) with reasonable promptness, such obligations of each Lender are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower Representative or the Required Lenders that any of the conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (ii) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 3.2 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swing Line Lender’s risk financial information with respect to the Defaulting LenderLessee as the Lessor may from time to time reasonably request to the extent such information and data is relevant to the performance of the Lessee’s participation obligations under this Agreement and in any event subject to any confidentiality restrictions on the Lessee in respect thereof, provided, however, that the Lessee’s obligations pursuant to Clause 9.1 shall be deemed satisfied should the Lessee publish the equivalent information required to be provided by the Lessee pursuant to Clause 9.1, on the Lessee’s investor relations website which is publically available to the Lessor (currently at xxx.xxxxxxxxxxxxxxxxxx.xxx) or such Swing Line Loanother websites which are available to the Lessor. Technical information 9.2 Throughout the Lease Period, the Lessee will: (a) provide the Lessor within ten (10) days after the end of each month, a technical report for the Aircraft for the preceding month in the form of Schedule 7 (Reporting and notices); and (b) provide to the Lessor other technical information the Lessor may reasonably request from time to time regarding the maintenance of the Aircraft. Other information 9.3 Throughout the Lease Period, the Lessee shall: (a) notify the Lessor as soon as practicable of any loss, theft, damage or destruction to the Aircraft, any Engine or any Part to the Aircraft if the potential cost may exceed the Damage Notification Threshold; (b) notify the Lessor of any Default promptly after it occurs and the Lessee becomes aware of it; and (c) provide the Lessor, on request, with evidence that all Taxes (other than Lessor Taxes) and charges incurred and payable by the Lessee in connection with the operation of the Aircraft, including those invoiced by Cash Collateralizing airports and air traffic control authorities have been paid in full in accordance with the then current arrangements agreed between the Lessee and the relevant authority for the invoicing and payment of any such Defaulting Lender’s Pro Rata Share Taxes or charges. Such request shall not be made more frequently than once in any twelve (12) month period unless an Event of the outstanding Swing Line LoansDefault has occurred and is continuing, where such limitation shall not apply.