Common use of Absolute Obligations Clause in Contracts

Absolute Obligations. 14.1.1 This Agreement is a net lease, and, except as may otherwise be expressly provided herein or in the Financing Agreements, it is intended that Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of the Aircraft (and Lessee does hereby waive any defense based on Section 129,I of the Brazilian Aeronautical Code), including, without limitation, the costs, expenses and taxes and similar levies set forth in this Agreement. Lessee's obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason whatsoever, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other right which Lessee may have against Lessor, Owner, the Secured Parties, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including, without limitation, any breach by Lessor or any other Person of its warranties contained herein or in the Financing Agreements; (ii) any defect in the title, airworthiness, eligibility of registration under the Act or any other Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft (subject to the provisions of Clause 11 (Event of Loss) hereof), any interruption or cessation in the use of or possession thereof by or availability to Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessor, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to the Aircraft; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement or any absence of right, power or authority of any Person to enter into any Financing Agreement; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessor, Owner, any Secured Party or the Loan Trustee; (vii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, Lessor, Owner or the Loan Trustee or any disaffirmance, rejection or other action taken with respect to this Agreement or any Financing Agreement or any other Person, or by any court, in any such proceeding; or (viii) any other circumstances or happening of any nature whatsoever, whether or not similar to any of the foregoing; it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Agreement or the Financing Agreements.

Absolute Obligations. 14.1.1 This Each Borrower acknowledges and agrees that its joint and several liability on the Notes and on all obligations owed by any Borrower or Borrowers under this Agreement is a net lease, and, except as may otherwise be expressly provided herein or in the Financing Agreements, it is intended that Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of the Aircraft (and Lessee does hereby waive any defense based on Section 129,I of the Brazilian Aeronautical Code), including, without limitation, the costs, expenses and taxes and similar levies set forth in this Agreement. Lessee's obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not in any manner be affected or reduced impaired by any circumstances acts or omissions whatsoever by the Banks, and without limiting the generality of the foregoing, each Borrower's joint and several liability on the Notes and under this Agreement shall not be impaired by any acceptance by the Banks of any other security for or guarantors upon the Notes or any obligations under this Agreement or by any failure, neglect or omission on the Banks' part to resort to any one or all of the Borrowers for payment of the Notes or the obligations under this Agreement or to realize upon or protect any collateral security therefor. Each Borrower's joint and several liability on the Notes and under this Agreement shall not in any manner be impaired or affected by who receives or uses the proceeds of the loans evidenced by the Notes or for any reason whatsoeverwhat purposes such proceeds are used, includingand each Borrower waives notice of borrowing requests issued by, and loans made to, other Borrowers. Such joint and several liability of each Borrower shall also not be impaired or affected by (and each Bank, without limitationnotice to anyone, (iis hereby authorized to make from time to time) any setoffsale, counterclaimpledge, recoupmentsurrender, defensecompromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or other right which Lessee may have against Lessordisposition of any collateral security for the Notes or the obligations under this Agreement or of any guaranty thereof. In order to enforce payment of the Notes and the Borrowers' obligations under this Agreement, Ownerforeclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Agent hereunder and thereunder and under applicable law, the Secured PartiesAgent shall be under no obligation at any time to first resort to any collateral security, the Manufacturerproperty, the Engine Manufacturer or any Person providing services with respect to the Aircraft, liens or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby rights or otherwise), including, without limitation, any breach by Lessor or any other Person of its warranties contained herein or in the Financing Agreements; (ii) any defect in the title, airworthiness, eligibility of registration under the Act or any other Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft (subject to the provisions of Clause 11 (Event of Loss) hereof), any interruption or cessation in the use of or possession thereof by or availability to Lessee for any reason remedies whatsoever, whether arising out of or related and the Banks shall have the right to an act or omission of Lessor, enforce the Manufacturer, Notes and the Engine Manufacturer or any other Person; (iii) any Lien with respect to the Aircraft; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of Borrowers' obligations under this Agreement or any absence irrespective of right, power or authority of any Person to enter into any Financing Agreement; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessor, Owner, any Secured Party or the Loan Trustee; (vii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, Lessor, Owner or the Loan Trustee or any disaffirmance, rejection or other action taken with respect to this Agreement or any Financing Agreement or any other Person, or by any court, in any such proceeding; or (viii) any other circumstances or happening of any nature whatsoever, whether or not similar other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing; it being . By its acceptance below, each Borrower hereby expressly waives and surrenders any defense to its joint and several liability on the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of Notes or under this Agreement or based upon any of the Financing Agreementsforegoing. In furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment such obligation is the joint and several obligation of each Borrower.

Absolute Obligations. 14.1.1 This Agreement Sublease is a net lease, and, except as may otherwise be expressly provided herein or in the Financing Agreementsherein, it is intended that Lessee Sublessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of the Aircraft (and Lessee does hereby waive any defense based on Section 129,I of the Brazilian Aeronautical Code)Aircraft, including, without limitation, including the costs, expenses and taxes and similar levies as set forth in this the Participation Agreement. Lessee's Sublessee’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason whatsoever(subject to observance of the Sublessee's right to quiet enjoyment of the Aircraft), including, without limitation, including (i) any setoff, counterclaim, recoupment, defense, defense or other right which Lessee Sublessee may have against Lessee, Head Lessor, Ownerany Guaranteed Lender, the Secured PartiesGuaranteed Loan Agent, the Security Trustee, Ex-Im Bank, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to the any Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including, without limitation, including any breach by Lessor or any other Person Lessee of its warranties contained herein or in the Financing Agreementsherein; (ii) any defect in the title, airworthiness, eligibility of registration under the Act or any other Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the any Aircraft or any portion thereof (subject to the provisions of Clause 11 Section 9 (Event of Loss, Destruction, Requisition etc) hereof), any interruption or cessation in the use of or possession thereof by or availability to Lessee Sublessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessee, Head Lessor, any Guaranteed Lender, the Guaranteed Loan Agent, the Security Trustee, Ex-Im Bank, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to the Aircraftany Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement Sublease or any absence of right, power or authority of any Person to enter into any Financing Agreementthis Sublease; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessee, Head Lessor, Ownerthe Security Trustee, any Secured Party Guaranteed Lender, the Guaranteed Loan Agent or the Loan Trustee; Ex-Im Bank (vii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, examinership, receivership or other like proceeding relating to Lessee, Head Lessor, Owner Sublessee, Lessee or the Loan Security Trustee or any disaffirmance, rejection or other action taken with respect to this Agreement Sublease or any Financing Agreement other Operative Document by Head Lessor, Sublessee, Lessee, any Guaranteed Lender, the Guaranteed Loan Agent, the Security Trustee, Ex-Im Bank or any other Person, or by any court, in any such proceeding; or (viii) Sublessee at any other circumstances or happening of any nature whatsoevertime having immunity from suit, whether or not similar to any of the foregoing; it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Agreement or the Financing Agreements.prejudgment

Absolute Obligations. 14.1.1 This Agreement is a net leaseThe obligations of each Guarantor hereunder shall be principal, andabsolute, except as may otherwise be expressly provided irrevocable and unconditional, irrespective of the validity or enforceability of this Agreement, any other Finance Document or any other instrument referred to herein or in the Financing Agreementstherein, it is intended that Lessee shall pay not be subject to any counterclaim, setoff, deduction or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of the Aircraft (and Lessee does hereby waive any defense based on Section 129,I of upon any claim such Guarantor may have against the Brazilian Aeronautical CodeBorrower or any Lender or otherwise, and shall remain in full force and effect (to the extent permitted by Applicable Law) without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not such Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, the costsmodification of, expenses and taxes and similar levies set forth in supplement to or restatement of this Agreement. Lessee's obligation to pay all Rent and to perform all , any other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason whatsoever, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other right which Lessee may have against Lessor, Owner, the Secured Parties, the Manufacturer, the Engine Manufacturer Finance Document or any Person providing services with respect other instrument referred to herein or therein (it being agreed that the Aircraftobligations of each Guarantor hereunder shall apply to this Agreement, any other Finance Document or any such other instrument as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for this Agreement or the addition, substitution or release of any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including, without limitation, any breach by Lessor Guarantor or any other entity or other Person primarily or secondarily liable in respect of its warranties contained herein the Guaranteed Obligations; (b) any waiver, consent, extension, acquiescence or other action or inaction under or in the Financing Agreements; (ii) respect of this Agreement, any defect in the title, airworthiness, eligibility of registration under the Act other Finance Document or any other Applicable Law, condition, design, operation, instrument referred to herein or fitness for use of, or any damage to or loss or destruction of, the Aircraft (subject to the provisions of Clause 11 (Event of Loss) hereof), any interruption or cessation in the use of or possession thereof by or availability to Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessor, the Manufacturer, the Engine Manufacturer or any other Persontherein; (iii) any Lien with respect to the Aircraft; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement or any absence of right, power or authority of any Person to enter into any Financing Agreement; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessor, Owner, any Secured Party or the Loan Trustee; (viic) any bankruptcy, insolvency, arrangement, reorganization, judicial or extrajudicial recovery, readjustment, composition, adjustment, dissolution, liquidation or other like similar proceeding relating to Lessee, Lessor, Owner or the Loan Trustee or any disaffirmance, rejection or other action taken with respect to this Agreement the Borrower or any Financing Agreement Guarantor or the property of the Borrower or any Guarantor; (d) any merger or consolidation of any Guarantor or of the Borrower into or with any other Person or any sale, lease or transfer of any or all of the assets of any Guarantor or of the Borrower to any Person; (e) any failure on the part of the Borrower for any reason to comply with or perform any of the terms of any other agreement with any Guarantor; (f) any failure on the part of any Lender to obtain, maintain, register or by otherwise perfect any court, in any such proceedingsecurity; or (viiig) any other circumstances event or happening circumstance which might otherwise constitute a legal or equitable discharge or defense of any nature whatsoever, a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to any Guarantor or to any subrogation, contribution or reimbursement rights any Guarantor may otherwise have. Each Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the foregoing; it being Guaranteed Obligations in the express intention agreed currency and at the agreed place of Lessor and Lessee that all Rent payable hereunder shall be payable payment or, in all eventsthe case of a Subsidiary Guarantor, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Agreement or the Financing Agreementsin accordance with Section 5.01(xi)(b).

Absolute Obligations. 14.1.1 This Agreement Lease is a net lease, and, except as may otherwise be expressly provided herein or in the Financing Agreementsherein, it is intended that the Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes Taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the import, use, operation, maintenance, repair, modification, alteration, replacement replacement, leasing, subleasing and leasing sale of the Aircraft (and Lessee does hereby waive any defense based on Section 129,I of other amounts hereunder during the Brazilian Aeronautical Code), including, without limitation, the costs, expenses and taxes and similar levies set forth in this AgreementTerm. The Lessee's ’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and and, except as may otherwise be expressly provided herein, shall not be affected or reduced by any circumstances or for any reason whatsoeverreason, including, without limitation, including (i) any setoff, counterclaim, recoupment, defense, defense or other right which the Lessee may have against Lessor, the Owner, the Secured PartiesLessor, any Financier, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including, without limitation, including any breach by the Lessor or any other Person of its warranties contained herein or in the Financing Agreementsherein; (ii) any defect in the title, airworthiness, eligibility of registration under the Act or any other Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft or any portion thereof (subject to the provisions of Clause 11 (Event of Loss) Section 9 hereof), any interruption or cessation in the use of or possession thereof by or availability to the Lessee for any reason whatsoever, whether arising out of or related to an act or omission of the Owner, the Lessor, any Financier, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to the AircraftAircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement or any absence of right, power or authority of any Person to enter into any Financing AgreementLease; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessor, the Owner, Lessor or any Secured Party or the Loan TrusteeFinancier; (vii) any bankruptcy, insolvencyInsolvency, reorganization, composition, adjustment, dissolution, liquidation Liquidation Proceeding or other like proceeding relating to the Lessee, Lessorthe Owner, Owner the Lessor or the Loan Trustee any Financier or any disaffirmance, rejection or other action taken with respect to this Agreement or any Financing Agreement Lease by the Owner, the Lessor, Financier or any other Person, or by any court, in any such proceeding; (viii) the Lessee at any time having immunity from suit, prejudgment attachment, attachment in aid of execution or execution on the grounds of sovereignty or otherwise, which immunity, if any, the Lessee hereby expressly waives; (ix) any restrictions applicable to the Lessee on the transfer or conversion of currency; or (viiix) any other circumstances or happening of any nature whatsoever, whether or not similar to any of the foregoing; it being the express intention of the Lessor and the Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Agreement Lease. This Lease shall not, except as expressly set forth herein, be cancelable by the Lessee and, except as expressly set forth elsewhere in this Lease, the Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender this Lease or the Financing AgreementsAircraft or any obligation imposed upon the Lessee hereunder (including, without limitation, payment of Rent), except in accordance with the terms hereof and thereof. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Applicable Law, except as specifically provided herein, the Lessee, if and to the extent that the Lessee retains the use and possession of the Aircraft, nonetheless agrees to pay to the Lessor an amount equal to the Agreed Value. Nothing contained in this Lease shall be construed as a waiver of the Lessee’s right to seek any claim against the Lessor in a separate proceeding.

Absolute Obligations. 14.1.1 This Agreement Lease is a net lease, and, except as may otherwise be expressly provided herein or in the other Financing Agreements, it is intended that the Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes Taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the import, use, operation, maintenance, repair, modification, alteration, replacement replacement, leasing, subleasing and leasing sale of the Aircraft (and Lessee does hereby waive any defense based on Section 129,I of other amounts hereunder during the Brazilian Aeronautical Code)Term, including, without limitation, including the costs, expenses and taxes Taxes and similar levies set forth in this the Participation Agreement. The Lessee's ’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason whatsoeverreason, including, without limitation, including (i) any setoff, counterclaim, recoupment, defense, defense or other right which the Lessee may have against the Lessor, Ownerthe Noteholders, the Secured PartiesLoan Trustee, the Trustee, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including, without limitation, including any breach by the Lessor or any other Person of its warranties contained herein or in the other Financing Agreements; (ii) any defect in the title, airworthiness, eligibility of registration under the Act or any other Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft or any portion thereof (subject to the provisions of Clause 11 (Event of Loss) Section 9 hereof), any interruption or cessation in the use of or possession thereof by or availability to the Lessee for any reason whatsoever, whether arising out of or related to an act or omission of the Lessor, the Noteholders, the Loan Trustee, the Trustee, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to the AircraftAircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement Lease or any absence of right, power or authority of any Person to enter into any Financing Agreement; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of the Lessor, Ownerthe Loan Trustee, any Secured Party Liquidity Provider or the Loan any Pass Through Trustee; (vii) any bankruptcy, insolvencyInsolvency, reorganization, composition, adjustment, dissolution, liquidation Liquidation Proceeding or other like proceeding relating to the Lessee, the Lessor, Owner any Secured Party or the Loan Trustee or any disaffirmance, rejection or other action taken with respect to this Agreement Lease or any other Financing Agreement by the Lessor, the Loan Trustee, any Liquidity Provider, any Pass Through Trustee or any other Person, or by any court, in any such proceeding; (viii) the Lessee at any time having immunity from suit, prejudgment attachment, attachment in aid of execution or execution on the grounds of sovereignty or otherwise, which immunity, if any, the Lessee hereby expressly waives; (ix) any restrictions applicable to the Lessee on the transfer or conversion of currency; or (viiix) any other circumstances or happening of any nature whatsoever, whether or not similar to any of the foregoing; it being the express intention of the Lessor and the Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Agreement Lease or the other Financing Agreements. This Lease shall not, except as expressly set forth herein, be cancelable by the Lessee and, except as expressly set forth elsewhere in this Lease, the Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, axxxx, cancel, quit, reduce, defer, suspend or surrender this Lease or the Aircraft or any obligation imposed upon the Lessee hereunder or under the other Financing Agreements (including, without limitation, payment of Rent), except in accordance with the terms hereof and thereof. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Applicable Law, except as specifically provided herein, the Lessee, if and to the extent that the Lessee retains the use and possession of the Aircraft, nonetheless agrees to pay to the Lessor an amount equal to the Note Value and any Supplemental Rent then due. Nothing contained in this Lease shall be construed as a waiver of the Lessee’s right to seek any claim against the Lessor, the Loan Trustee, any Secured Party or any other Person arising out of the transactions contemplated by the Financing Agreements in a separate proceeding.

Absolute Obligations. 14.1.1 This Each Borrower acknowledges and agrees that its joint and several liability under this Agreement is a net lease, and, except as may otherwise be expressly provided herein or in and on all Obligations under the Financing Agreements, it is intended that Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of the Aircraft (and Lessee does hereby waive any defense based on Section 129,I of the Brazilian Aeronautical Code), including, without limitation, the costs, expenses and taxes and similar levies set forth in this Agreement. Lessee's obligation to pay all Rent and to perform all other obligations hereunder Credit Documents is absolute and unconditional and shall not in any manner be affected or reduced impaired by any circumstances of acts or for omissions whatsoever by any reason whatsoeverSecured Party, includingand without limiting the generality of the foregoing, without limitation, (i) each Borrower’s joint and several liability under this Agreement and the Credit Documents shall not be impaired by any setoff, counterclaim, recoupment, defense, or other right which Lessee may have against Lessor, Owner, the acceptance by any Secured Parties, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to the Aircraft, or Party of any other Person, security for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including, without limitation, any breach by Lessor or any other Person of its warranties contained herein or in the Financing Agreements; (ii) any defect in the title, airworthiness, eligibility of registration under the Act or any other Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft (subject to the provisions of Clause 11 (Event of Loss) hereof), any interruption or cessation in the use of or possession thereof by or availability to Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessor, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to the Aircraft; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of guarantors upon this Agreement or any absence Obligations under the Credit Documents or by any failure, neglect or omission on any Secured Party’s part to resort to any one or all of rightthe Borrowers for payment of the Notes or the Obligations under this Agreement and the other Credit Documents or to realize upon or protect any collateral security therefor. Each Borrower’s joint and several liability under this Agreement and the Credit Documents shall not in any manner be impaired or affected by who receives or uses the proceeds of the loans evidenced by the Notes and other Credit Documents or for what purposes such proceeds are used, power and each Borrower waives notice of Borrowing requests issued by, and loans made to, other Borrowers. Such joint and several liability of each Borrower shall also not be impaired or authority of any Person affected by (and the Agent, without notice to enter into any Financing Agreement; (vanyone, is hereby authorized to make from time to time) any Taxes; (vi) any changesale, waiverpledge, surrender, compromise, settlement, release, renewal, extension, indulgence indulgence, alteration, substitution, exchange, change in, modification or liability or other act or omission in respect disposition of any liability or obligation of Lessor, Owner, any Secured Party or the Loan Trustee; (vii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, Lessor, Owner or the Loan Trustee or any disaffirmance, rejection or other action taken with respect to collateral security for this Agreement and all Obligations under the Credit Documents or of any Financing Agreement guaranty thereof. In order to enforce payment of the Notes and the Borrowers’ obligations under this Agreement, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Agent hereunder and thereunder and under applicable law, the Agent shall be under no obligation at any time to first resort to any collateral security, property, liens or any other Person, rights or by any court, in any such proceeding; or (viii) any other circumstances or happening of any nature remedies whatsoever, and the Lenders shall have the right to enforce this Agreement and all Obligations under the Credit Documents irrespective of whether or not similar other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing; it being . Each Borrower hereby expressly waives and surrenders any defense to its joint and several liability on the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of Notes or under this Agreement or based upon any of the Financing Agreementsforegoing. In furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Borrower is liable for a payment such obligation is the joint and several obligation of each Borrower.

Absolute Obligations. 14.1.1 This Agreement Lease is a net lease, and, except as may otherwise be expressly provided herein or in the Financing Agreementsother Operative Documents, it is intended that Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes Taxes (other than Excluded Taxes) of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of any Aircraft during the Aircraft (and Lessee does hereby waive any defense based on Section 129,I of the Brazilian Aeronautical Code)related Term, including, without limitation, including the costs, expenses and taxes and similar levies set forth in this the Facility Agreement. Lessee's ’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason whatsoeverreason, including, without limitation, including (i) any setoff, counterclaim, recoupment, defense, defense or other right which Lessee may have against Lessor, Ownerthe Financiers, the Secured PartiesSecurity Trustee, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to the any Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including, without limitation, including any breach by Lessor or any other Person of its warranties contained herein or in the Financing Agreementsother Operative Documents; (ii) any defect in the title, airworthiness, eligibility of registration under the Act or any other Applicable Lawapplicable law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the any Aircraft or any portion thereof (subject to the provisions of Clause 11 (Event of Loss) Section 9 hereof), any interruption or cessation in the use of or possession thereof by or availability to Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessor, the Financiers, the Security Trustee, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to the Aircraftany Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement Lease or any absence of right, power or authority of any Person to enter into any Financing AgreementOperative Document; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessor, Owner, any Secured Party the Security Trustee or the Loan TrusteeFinanciers; (viivi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, Lessor, Owner Lessor or the Loan Trustee any Secured Party or any disaffirmance, rejection or other action taken with respect to this Agreement or Lease, any Financing Agreement other Operative Document, by Lessor, the Financiers, the Security Trustee or any other Person, or by any court, in any such proceeding; (vii) Lessee at any time having immunity from suit, prejudgment attachment, attachment in aid of execution or execution on the grounds of sovereignty or otherwise, which immunity, if any, Lessee hereby expressly waives; (viii) any restrictions applicable to Lessee on the transfer or conversion of currency; or (viiiix) any other circumstances or happening of any nature whatsoever, whether or not similar to any of the foregoing; it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Agreement Lease or the Financing Agreementsother Operative Documents. This Lease shall not, except as expressly set forth herein, be cancelable by Lessee and, except as expressly set forth elsewhere in this Lease, Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender this Lease or any Aircraft or any obligation imposed upon Lessee hereunder or under the other Operative Documents (including payment of Rent), except in accordance with the terms hereof and thereof. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of applicable law, except as specifically provided herein, Lessee, if and to the extent that Lessee retains the use and possession of an Aircraft, nonetheless agrees to pay to Lessor in respect of such Aircraft an amount equal to each Basic Rent payment and any Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms hereof and the other Operative Documents had this Lease not been terminated in whole or in part and so long as such payments are made and all other terms and conditions hereof are complied with by Lessee, Lessor and Lessee will deem this Lease to remain in full force and effect. Nothing contained in this Lease shall be construed as a waiver of Lessee’s right to seek any claim against the Lessor, the Security Trustee, any Secured Party or any other Person arising out of the transactions contemplated by the Operative Documents in a separate proceeding.

Absolute Obligations. 14.1.1 This Agreement Lease is a net lease, and, except as may otherwise be expressly provided herein or in the Financing Agreementsother Operative Documents, it is intended that Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes Taxes (other than Excluded Taxes) of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of the Aircraft (and Lessee does hereby waive any defense based on Section 129,I of during the Brazilian Aeronautical Code)related Term, including, without limitation, including the costs, expenses and taxes and similar levies set forth in this the Note Purchase Agreement. Lessee's ’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason whatsoeverreason, including, without limitation, including (i) any setoff, counterclaim, recoupment, defense, defense or other right which Lessee may have against Lessor, Ownerthe Purchasers, the Secured PartiesSecurity Trustee, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including, without limitation, including any breach by Lessor or any other Person of its warranties contained herein or in the Financing Agreementsother Operative Documents; (ii) any defect in the title, airworthiness, eligibility of registration under the Act or any other Applicable Lawapplicable law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the Aircraft or any portion thereof (subject to the provisions of Clause 11 (Event of Loss) Section 9 hereof), any interruption or cessation in the use of or possession thereof by or availability to Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessor, the Purchasers, the Security Trustee, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to the AircraftAircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement Lease or any absence of right, power or authority of any Person to enter into any Financing AgreementOperative Document; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessor, Owner, any Secured Party the Security Trustee or the Loan TrusteePurchasers; (viivi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, Lessor, Owner Lessor or the Loan Trustee any Secured Party or any disaffirmance, rejection or other action taken with respect to this Agreement or Lease, any Financing Agreement other Operative Document, by Lessor, the Purchasers, the Security Trustee or any other Person, or by any court, in any such proceeding; (vii) Lessee at any time having immunity from suit, prejudgment attachment, attachment in aid of execution or execution on the grounds of sovereignty or otherwise, which immunity, if any, Lessee hereby expressly waives; (viii) any restrictions applicable to Lessee on the transfer or conversion of currency; or (viiiix) any other circumstances or happening of any nature whatsoever, whether or not similar to any of the foregoing; it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Agreement Lease or the Financing Agreementsother Operative Documents. [Lease Agreement [VIRGIN/NPA MSN 6965]] This Lease shall not, except as expressly set forth herein, be cancelable by Lessee and, except as expressly set forth elsewhere in this Lease, Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender this Lease or the Aircraft or any obligation imposed upon Lessee hereunder or under the other Operative Documents (including payment of Rent), except in accordance with the terms hereof and thereof. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of applicable law, except as specifically provided herein, Lessee, if and to the extent that Lessee retains the use and possession of the Aircraft, nonetheless agrees to pay to Lessor in respect of the Aircraft an amount equal to each Basic Rent payment and any Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms hereof and the other Operative Documents had this Lease not been terminated in whole or in part and so long as such payments are made and all other terms and conditions hereof are complied with by Lessee, Lessor and Lessee will deem this Lease to remain in full force and effect. Nothing contained in this Lease shall be construed as a waiver of Lessee’s right to seek any claim against the Lessor, the Security Trustee, any Secured Party or any other Person arising out of the transactions contemplated by the Operative Documents in a separate proceeding.

Absolute Obligations. 14.1.1 This Agreement Lease is a net lease, and, except as may otherwise be expressly provided herein or in the Financing Agreementsother Operative Documents, it is intended that Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes Taxes (other than Excluded Taxes) of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of any Aircraft during the Aircraft (and Lessee does hereby waive any defense based on Section 129,I of the Brazilian Aeronautical Code)related Term, including, without limitation, including the costs, expenses and taxes and similar levies set forth in this the Note Purchase Agreement. Lessee's ’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason whatsoeverreason, including, without limitation, including (i) any setoff, counterclaim, recoupment, defense, defense or other right which Lessee may have against Lessor, Ownerthe Purchasers, the Secured PartiesSecurity Trustee, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to the any Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including, without limitation, including any breach by Lessor or any other Person of its warranties contained herein or in the Financing Agreementsother Operative Documents; (ii) any defect in the title, airworthiness, eligibility of registration under the Act or any other Applicable Lawapplicable law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, the any Aircraft or any portion thereof (subject to the provisions of Clause 11 (Event of Loss) Section 9 hereof), any interruption or cessation in the use of or possession thereof by or availability to Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessor, the Purchasers, the Security Trustee, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to the Aircraftany Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Agreement Lease or any absence of right, power or authority of any Person to enter into any Financing AgreementOperative Document; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessor, Owner, any Secured Party the Security Trustee or the Loan TrusteePurchasers; (viivi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, Lessor, Owner Lessor or the Loan Trustee any Secured Party or any disaffirmance, rejection or other action taken with respect to this Agreement or Lease, any Financing Agreement other Operative Document, by Lessor, the Purchasers, the Security Trustee or any other Person, or by any court, in any such proceeding; (vii) Lessee at any time having immunity from suit, prejudgment attachment, attachment in aid of execution or execution on the grounds of sovereignty or otherwise, which immunity, if any, Lessee hereby expressly waives; (viii) any restrictions applicable to Lessee on the transfer or conversion of currency; or (viiiix) any other circumstances or happening of any nature whatsoever, whether or not similar to any of the foregoing; it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Agreement Lease or the Financing Agreementsother Operative Documents. This Lease shall not, except as expressly set forth herein, be cancelable by Lessee and, except as expressly set forth elsewhere in this Lease, Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender this Lease or any Aircraft or any obligation imposed upon Lessee hereunder or under the other Operative Documents (including payment of Rent), except in accordance with the terms hereof and thereof. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of applicable law, except as specifically provided herein, Lessee, if and to the extent that Lessee retains the use and possession of an Aircraft, nonetheless agrees to pay to Lessor in respect of such Aircraft an amount equal to each Basic Rent payment and any Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms hereof and the other Operative Documents had this Lease not been terminated in whole or in part and so long as such payments are made and all other terms and conditions hereof are complied with by Lessee, Lessor and Lessee will deem this Lease to remain in full force and effect. Nothing contained in this Lease shall be construed as a waiver of Lessee’s right to seek any claim against the Lessor, the Security Trustee, any Secured Party or any other Person arising out of the transactions contemplated by the Operative Documents in a separate proceeding.