Common use of Absolute Obligations Clause in Contracts

Absolute Obligations. This Lease is a net lease, and, except as may otherwise be expressly provided herein or in the other Operative Documents, it is intended that Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and 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 related Term, including the costs, expenses and taxes and similar levies set forth in the Facility 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, including (i) any setoff, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, the Financiers, the Security Trustee, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by Lessor of its warranties contained herein or in the other Operative Documents; (ii) any defect in the title, airworthiness, eligibility of registration under any applicable law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any Aircraft or any portion thereof (subject to the provisions of 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 any Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of any Person to enter into any Operative Document; (v) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessor, the Security Trustee or the Financiers; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, Lessor or any Secured Party or any disaffirmance, rejection or other action taken with respect to this Lease, any 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 (ix) 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 Lease or the other 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 Lease Agreement is a net lease, and, except as may otherwise be expressly provided herein or in the other Operative DocumentsFinancing Agreements, it is intended that Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and Taxes (other than Excluded Taxes) 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 Aircraft during defense based on Section 129,I of the related TermBrazilian Aeronautical Code), including including, without limitation, the costs, expenses and taxes and similar levies set forth in the Facility this 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 reasonreason whatsoever, including including, without limitation, (i) any setoff, counterclaim, recoupment, defense defense, or other right which Lessee may have against Lessor, the FinanciersOwner, the Security TrusteeSecured Parties, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including including, without limitation, any breach by Lessor or any other Person of its warranties contained herein or in the other Operative DocumentsFinancing Agreements; (ii) any defect in the title, airworthiness, eligibility of registration under the Act or any applicable lawother Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any the Aircraft or any portion thereof (subject to the provisions of Section 9 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 Financiers, the Security Trustee, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to any Aircraft or any portion thereofthe Aircraft; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease Agreement or any absence of right, power or authority of any Person to enter into any Operative DocumentFinancing 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, the Security Trustee Owner, any Secured Party or the FinanciersLoan Trustee; (vivii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, Lessor Lessor, Owner or any Secured Party the Loan Trustee or any disaffirmance, rejection or other action taken with respect to this Lease, Agreement or any other Operative Document, by Lessor, the Financiers, the Security Trustee Financing Agreement 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 (ix) 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 Lease Agreement or the other Operative Documents. Financing Agreements. 14.1.2 This Lease Agreement shall not, except as expressly set forth herein, be cancelable cancellable by Lessee and, except as expressly set forth elsewhere in this LeaseAgreement, 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, xxxxxabate, cancel, quit, reduce, defer, suspend or surrender this Lease Agreement or any the Aircraft or any obligation imposed upon Lessee hereunder or under the other Operative Documents Financing Agreements (including including, without limitation, payment of Rent), except in accordance with the terms hereof and thereof. . 14.1.3 If for any reason whatsoever this Lease Agreement shall be terminated in whole or in part by operation of applicable lawApplicable Laws, except as specifically provided herein, Lessee, if and to the extent that Lessee retains the use and possession of an the 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 Financing Agreements had this Lease Agreement 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 Agreement to remain in full force and effect. . 14.1.4 Nothing contained in this Lease Agreement shall be construed as a waiver of Lessee’s 's right to seek any claim against the Lessor, the Security Trustee, any Secured Party Lessor or any other Person arising out of the transactions contemplated by the Operative Documents Financing Agreement in a separate proceeding.

Absolute Obligations. This Lease is a net lease, and, except as may otherwise be expressly provided herein or in the other Operative Documents, it is intended that Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and 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 the Aircraft during the related Term, including the costs, expenses and taxes and similar levies set forth in the Facility Note Purchase 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, including (i) any setoff, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, the FinanciersPurchasers, the Security Trustee, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by Lessor of its warranties contained herein or in the other Operative Documents; (ii) any defect in the title, airworthiness, eligibility of registration under any applicable law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any the Aircraft or any portion thereof (subject to the provisions of 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 FinanciersPurchasers, the Security Trustee, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to any the Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of any Person to enter into any Operative Document; (v) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessor, the Security Trustee or the FinanciersPurchasers; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, Lessor or any Secured Party or any disaffirmance, rejection or other action taken with respect to this Lease, any other Operative Document, by Lessor, the FinanciersPurchasers, 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 (ix) 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 Lease or the other 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 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 an the Aircraft, nonetheless agrees to pay to Lessor in respect of such 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. This Lease is a net lease, and, except as may otherwise be expressly provided herein or in the other Operative DocumentsFinancing Agreements, it is intended that the Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and Taxes (other than Excluded 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 any Aircraft other amounts hereunder during the related Term, including the costs, expenses and taxes Taxes and similar levies set forth in the Facility Participation Agreement. The 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, including (i) any setoff, counterclaim, recoupment, defense or other right which the Lessee may have against the Lessor, the FinanciersNoteholders, the Security Loan Trustee, the Trustee, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by the Lessor of its warranties contained herein or in the other Operative DocumentsFinancing Agreements; (ii) any defect in the title, airworthiness, eligibility of registration under any applicable lawApplicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any the Aircraft or any portion thereof (subject to the provisions of 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 FinanciersNoteholders, the Security Loan Trustee, the Trustee, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to any the Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of any Person to enter into any Operative DocumentFinancing 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, the Security Trustee Loan Trustee, any Liquidity Provider or the Financiersany Pass Through Trustee; (vivii) any bankruptcy, insolvencyInsolvency, reorganization, composition, adjustment, dissolution, liquidation Liquidation Proceeding or other like proceeding relating to the Lessee, Lessor or the Lessor, any Secured Party or the Loan Trustee or any disaffirmance, rejection or other action taken with respect to this Lease, Lease or any other Operative Document, Financing Agreement by the Lessor, the FinanciersLoan Trustee, the Security any Liquidity Provider, any Pass Through Trustee or any other Person, or by any court, in any such proceeding; (viiviii) 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; (viiiix) any restrictions applicable to the Lessee on the transfer or conversion of currency; or (ixx) 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 Lease or the other Operative DocumentsFinancing 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, xxxxxaxxxx, cancel, quit, reduce, defer, suspend or surrender this Lease or any the Aircraft or any obligation imposed upon the Lessee hereunder or under the other Operative Documents Financing Agreements (including 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 lawApplicable Law, except as specifically provided herein, the Lessee, if and to the extent that the Lessee retains the use and possession of an the Aircraft, nonetheless agrees to pay to the Lessor in respect of such Aircraft an amount equal to each Basic Rent payment the Note Value 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 effectthen 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 Security Loan Trustee, any Secured Party or any other Person arising out of the transactions contemplated by the Operative Documents Financing Agreements in a separate proceeding.

Absolute Obligations. This Lease Sublease is a net lease, and, except as may otherwise be expressly provided herein or in the other Operative Documentsherein, it is intended that Lessee Sublessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and Taxes (other than Excluded Taxes) 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 related TermAircraft, including the costs, expenses and taxes and similar levies as set forth in the Facility Participation Agreement. LesseeSublessee’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 reasonreason (subject to observance of the Sublessee's right to quiet enjoyment of the Aircraft), including (i) any setoff, counterclaim, recoupment, defense or other right which Lessee Sublessee may have against Lessee, Head Lessor, any Guaranteed Lender, the FinanciersGuaranteed Loan Agent, the Security Trustee, Ex-Im Bank, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by Lessor Lessee of its warranties contained herein or in the other Operative Documentsherein; (ii) any defect in the title, airworthiness, eligibility of registration under any applicable lawApplicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any Aircraft or any portion thereof (subject to the provisions of Section 9 (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 FinanciersGuaranteed Loan Agent, the Security Trustee, Ex-Im Bank, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to any Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease Sublease or any absence of right, power or authority of any Person to enter into any Operative Documentthis 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, the Security Trustee Trustee, any Guaranteed Lender, the Guaranteed Loan Agent or the Financiers; Ex-Im Bank (vivii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation liquidation, examinership, receivership or other like proceeding relating to LesseeHead Lessor, Lessor Sublessee, Lessee or any Secured Party the Security Trustee or any disaffirmance, rejection or other action taken with respect to this Lease, Sublease or any other Operative Document, Document by Head Lessor, Sublessee, Lessee, any Guaranteed Lender, the FinanciersGuaranteed Loan Agent, the Security Trustee Trustee, Ex-Im Bank or any other Person, or by any court, in any such proceeding; (viiviii) Lessee Sublessee 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 (ix) 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 Lease or the other 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.prejudgment

Absolute Obligations. This Lease is a net lease, and, except as may otherwise be expressly provided herein Each Borrower acknowledges and agrees that its joint and several liability on the Notes and on all obligations owed by any Borrower or in the other Operative Documents, it is intended that Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and 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 related Term, including the costs, expenses and taxes and similar levies set forth in the Facility Agreement. Lessee’s obligation to pay all Rent and to perform all other obligations hereunder Borrowers under this Agreement 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 reasonwhat purposes such proceeds are used, including 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 affected by (iand each Bank, without notice to anyone, is hereby authorized to make from time to time) any setoffsale, counterclaimpledge, recoupmentsurrender, defense compromise, 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, 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 Financiers, the Security Trustee, the Manufacturer, the Engine Manufacturer or Agent shall be under no obligation at any Person providing services with respect time to first resort to any Aircraftcollateral security, property, liens or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby rights or otherwise), including any breach by Lessor of its warranties contained herein or in the other Operative Documents; (ii) any defect in the title, airworthiness, eligibility of registration under any applicable law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any Aircraft or any portion thereof (subject to the provisions of Section 9 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 and the Banks shall have the right to enforce the Notes and the Borrowers' obligations under this Agreement irrespective 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 any Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of any Person to enter into any Operative Document; (v) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessor, the Security Trustee or the Financiers; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, Lessor or any Secured Party or any disaffirmance, rejection or other action taken with respect to this Lease, any 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 (ix) 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 Notes or under this Agreement based upon any of Lessor and Lessee the foregoing. In furtherance thereof, each Borrower agrees 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 Lease or the other Operative Documents. This Lease shall not, except as expressly set forth herein, be cancelable by Lessee and, except as expressly set forth elsewhere wherever in this Lease, Lessee hereby waives any Agreement it is provided that a Borrower is liable for a payment such obligation is the joint 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 several 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 proceedingBorrower.

Absolute Obligations. This Lease is a net lease, and, except as may otherwise be expressly provided herein or in the other Operative Documents, it is intended that Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and 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 related Term, including the costs, expenses and taxes and similar levies set forth in the Facility Note Purchase 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, including (i) any setoff, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, the FinanciersPurchasers, the Security Trustee, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by Lessor of its warranties contained herein or in the other Operative Documents; (ii) any defect in the title, airworthiness, eligibility of registration under any applicable law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any Aircraft or any portion thereof (subject to the provisions of 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 FinanciersPurchasers, the Security Trustee, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to any Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of any Person to enter into any Operative Document; (v) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessor, the Security Trustee or the FinanciersPurchasers; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Lessee, Lessor or any Secured Party or any disaffirmance, rejection or other action taken with respect to this Lease, any other Operative Document, by Lessor, the FinanciersPurchasers, 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 (ix) 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 Lease or the other 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. This Lease is a net lease, and, except as may otherwise be expressly provided herein or in the other Operative Documentsherein, it is intended that the Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and Taxes (other than Excluded 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 any Aircraft other amounts hereunder during the related Term, including the costs, expenses and taxes and similar levies set forth in the Facility Agreement. The Lessee’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, including (i) any setoff, counterclaim, recoupment, defense or other right which the Lessee may have against the Owner, the Lessor, the Financiers, the Security Trusteeany Financier, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by the Lessor of its warranties contained herein or in the other Operative Documentsherein; (ii) any defect in the title, airworthiness, eligibility of registration under any applicable lawApplicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any the Aircraft or any portion thereof (subject to the provisions of 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, the Financiers, the Security Trusteeany Financier, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to any the Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease or any absence of right, power or authority of any Person to enter into any Operative DocumentLease; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessorthe Owner, the Security Trustee Lessor or the Financiersany Financier; (vivii) any bankruptcy, insolvencyInsolvency, reorganization, composition, adjustment, dissolution, liquidation Liquidation Proceeding or other like proceeding relating to the Lessee, the Owner, the Lessor or any Secured Party Financier or any disaffirmance, rejection or other action taken with respect to this LeaseLease by the Owner, any other Operative Document, by the Lessor, the Financiers, the Security Trustee Financier or any other Person, or by any court, in any such proceeding; (viiviii) 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; (viiiix) any restrictions applicable to the Lessee on the transfer or conversion of currency; or (ixx) 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 Lease or the other Operative DocumentsLease. 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 any the Aircraft or any obligation imposed upon the Lessee hereunder or under the other Operative Documents (including 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 lawApplicable Law, except as specifically provided herein, the Lessee, if and to the extent that the Lessee retains the use and possession of an the Aircraft, nonetheless agrees to pay to the 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 effectAgreed Value. Nothing contained in this Lease shall be construed as a waiver of the 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 Lessor in a separate proceeding.