Common use of ASSIGNMENT, ASSUMPTION AND AMENDMENT Clause in Contracts

ASSIGNMENT, ASSUMPTION AND AMENDMENT. 2.1 As of, and with effect from, the Effective Date and subject to the terms and conditions set forth herein, including without limitation the amendments and adjustments set out in clause 3 herein, the Parties re-confirm that: 2.1.1 the Original Buyer assigned and transferred to the New Buyer all of the rights, title, benefits and interests and all of the obligations and liabilities of the Original Buyer under the Purchase Agreement (except as set forth in clause 3 herein) so far as they relate only to the Assigned Avianca Aircraft; 2.1.2 the New Buyer assumed and undertook all of the obligations and liabilities of the Original Buyer under the Purchase Agreement (except as set forth in clause 3 herein) as contemplated in the Letter Agreements and this Assignment so far as they relate only to the Assigned Avianca Aircraft in every way as if the New Buyer had at all times been a party to the Purchase Agreement in place of the Original Buyer; 2.1.3 the New Buyer shall perform the obligations and liabilities of the Original Buyer under the Purchase Agreement so far as they relate to the Assigned Avianca Aircraft and is bound by the terms of the Assigned Purchase Agreement in respect thereof in every way as if the New Buyer had at all times been a party to the Purchase Agreement in place of the Original Buyer; 2.1.4 with respect to the Assigned Avianca Aircraft and all of the rights, title, benefits and interests of the Original Buyer under the Purchase Agreement (except as set forth in clause 3 herein), the Original Buyer and Airbus: (i) irrevocably and forever release each other from all of their respective covenants, undertakings, obligations, duties, responsibilities and liabilities under the Purchase Agreement to the extent that the same relate to the Assigned Avianca Aircraft; and (ii) irrevocably and forever waive any rights against each other with respect to the Assigned Avianca Aircraft and any of their rights, title, benefits and interests under the Purchase Agreement from and continuing at all times after the Effective Date; and 2.1.5 Airbus acknowledges the aforesaid assignment, transfer, assumption, release and undertaking and consents to the same. 2.2 Each of the foregoing agreements is conditional on, and took effect simultaneously with, the others. 2.3 New Buyer and Airbus each acknowledge that from the Effective Date hereof, the New Buyer shall be the “Buyer” under, and is bound, liable and responsible for all terms and conditions set forth in, the Assigned Purchase Agreement.

ASSIGNMENT, ASSUMPTION AND AMENDMENT. 2.1 As of, and with effect from, the Effective Date and subject to the terms and conditions set forth herein, including without limitation the amendments and adjustments set out in clause Clause 3 herein, the Parties re-confirm agree that: 2.1.1 the Original Buyer assigned shall assign and transferred transfer to the New Buyer Taca all of the rights, title, benefits and interests and all of the obligations and liabilities of the Original Buyer under the Purchase Agreement (except as set forth in clause Clause 3 herein) so far as they relate only to the Assigned Avianca Taca Aircraft; 2.1.2 the New Buyer assumed Taca shall assume, undertake and undertook perform all of the obligations and liabilities of the Original Buyer under the Purchase Agreement (except as set forth in clause Clause 3 herein) as contemplated in the Letter Agreements and this TACA Assignment so far as they relate only to the Assigned Avianca Taca Aircraft in every way as if the New Buyer Taca had at all times been a party to the Purchase Agreement in place of the Original Buyer; 2.1.3 notwithstanding the New Buyer shall perform the obligations assignment and liabilities of assumption contemplated above, the Original Buyer shall remain liable, on a joint and several basis with Taca, for all covenants, undertakings, obligations, duties, responsibilities and liabilities under the Purchase Agreement so far as they relate to the GTH Assigned Avianca Aircraft and is bound Agreement, which can be further amended or supplemented by the terms of the Assigned Purchase Agreement in respect thereof in every way as if the New Buyer had at all times been a party Seller and Taca from time to the Purchase Agreement in place of the Original Buyertime; 2.1.4 with respect to the Assigned Avianca Taca Aircraft and all of the rights, title, benefits and interests of the Original Buyer under the Purchase Agreement (except as set forth in clause Clause 3 herein), the Original Buyer and AirbusBuyer: (i) irrevocably and forever release each other releases the Seller from all of their its respective covenants, undertakings, obligations, duties, responsibilities and liabilities under the Purchase Agreement to the extent that the same relate to the Assigned Avianca Taca Aircraft; and (ii) irrevocably and forever waive waives any rights against each other the Seller with respect to the Assigned Avianca Taca Aircraft and any of their rights, title, benefits and interests under the Purchase Agreement from and continuing at all times after the Effective Date; and; 2.1.5 Airbus [*] 2.1.6 The Seller acknowledges the aforesaid assignment, transfer, assumption, release and undertaking and consents to the same. For the avoidance of doubt, the Seller shall be responsible to perform its obligations to Taca under the Agreement (except as set forth in Clause 3 herein) as contemplated in this TACA Assignment so far as they relate only to the Assigned Taca Aircraft in every way as if Taca had at all times been a party to the Agreement in place of the Original Buyer. 2.2 Each of the foregoing agreements is are conditional on, and took shall take effect simultaneously with, the others. 2.3 New Each of the Original Buyer and Airbus Taca agree that the Seller shall incur no additional obligations or liabilities in connection with agreeing to consent to the assignment and assumption contemplated herein, and each of the Original Buyer and Taca agrees to indemnify and hold harmless the Seller to the extent of any losses, costs, expenses, liabilities and/or damages suffered by the Seller as a result of the Seller entering into this TACA Assignment. 2.4 Taca and the Seller each acknowledge that from the Effective Date hereof, the New Buyer Taca shall be the “Buyer” under, and is bound, liable and responsible for all terms and conditions relating to the Assigned Taca Aircraft set forth in, in this TACA Assignment and the GTH Assigned Purchase AgreementAgreement except as set forth in Clause 3 herein.

ASSIGNMENT, ASSUMPTION AND AMENDMENT. 2.1 As of, and with effect from, the Effective Date and subject to the terms and conditions set forth herein, including without limitation the amendments and adjustments set out in clause Clause 3 herein, the Parties re-confirm agree that: 2.1.1 the Original Buyer assigned shall assign and transferred transfer to the New Buyer Avianca all of the rights, title, benefits and interests and all of the obligations and liabilities of the Original Buyer under the Purchase Agreement (except as set forth in clause Clause 3 herein) so far as they relate only to the Assigned Avianca Aircraft; 2.1.2 the New Buyer assumed Avianca shall assume, undertake and undertook perform all of the obligations and liabilities of the Original Buyer under the Purchase Agreement (except as set forth in clause Clause 3 herein) as contemplated in the Letter Agreements and this AVA Assignment so far as they relate only to the Assigned Avianca Aircraft in every way as if the New Buyer Avianca had at all times been a party to the Purchase Agreement in place of the Original Buyer; 2.1.3 notwithstanding the New Buyer shall perform the obligations assignment and liabilities of assumption contemplated above, the Original Buyer shall remain liable, on a joint and several basis with Avianca, for all covenants, undertakings, obligations, duties, responsibilities and liabilities under the Purchase Agreement so far as they relate to the AVA Assigned Avianca Aircraft and is bound Agreement, which can be further amended or supplemented by the terms of the Assigned Purchase Agreement in respect thereof in every way as if the New Buyer had at all times been a party Seller and Avianca from time to the Purchase Agreement in place of the Original Buyertime; 2.1.4 with respect to the Assigned Avianca Aircraft and all of the rights, title, benefits and interests of the Original Buyer under the Purchase Agreement (except as set forth in clause Clause 3 herein), the Original Buyer and AirbusBuyer: (i) irrevocably and forever release each other releases the Seller from all of their its respective covenants, undertakings, obligations, duties, responsibilities and liabilities under the Purchase Agreement to the extent that the same relate to the Assigned Avianca Aircraft; and (ii) irrevocably and forever waive waives any rights against each other the Seller with respect to the Assigned Avianca Aircraft and any of their rights, title, benefits and interests under the Purchase Agreement from and continuing at all times after the Effective Date; and; 2.1.5 Airbus acknowledges the aforesaid assignment, transfer, assumption, release and undertaking and consents to the same.[*] 2.2 Each of the foregoing agreements is are conditional on, and took shall take effect simultaneously with, the others. 2.3 New Each of the Original Buyer and Airbus Avianca agree that the Seller shall incur no additional obligations or liabilities in connection with agreeing to consent to the assignment and assumption contemplated herein, and each of the Original Buyer and Avianca agrees to indemnify and hold harmless the Seller to the extent of any losses, costs, expenses, liabilities and/or damages suffered by the Seller as a result of the Seller entering into this AVA Assignment. 2.4 Avianca and the Seller each acknowledge that from the Effective Date hereof, the New Buyer Avianca shall be the “Buyer” under, and is bound, liable and responsible for all terms and conditions relating to the Assigned Avianca Aircraft set forth in, in this AVA Assignment and the AVA Assigned Purchase AgreementAgreement except as set forth in Clause 3 herein.

ASSIGNMENT, ASSUMPTION AND AMENDMENT. 2.1 As of, and with effect from, the Effective Date and subject to the terms and conditions set forth herein, including without limitation the amendments and adjustments set out in clause 3 herein, the Parties re-confirm thatDate: 2.1.1 the Original Buyer assigned (i) Avianca Holdings shall assign and transferred transfer to the New Buyer all of the rights, title, benefits and interests and all of the obligations and liabilities of the Original Buyer Avianca Holdings under the Purchase Avianca Holdings Agreement (except as set forth in clause 3 Clause 6 herein and as amended pursuant to Clause 5 herein) , so far as they relate only to the Assigned Avianca Leasing Aircraft; 2.1.2 (ii) the New Buyer assumed shall assume, undertake and undertook perform all of the obligations and liabilities of the Original Buyer Avianca Holdings under the Purchase Avianca Holdings Agreement (except as set forth in clause 3 herein) Clause 6 herein and as contemplated in the Letter Agreements and this Assignment amended pursuant to Clause 5 herein so far as they relate only to the Assigned Avianca Leasing Aircraft in every way as if the New Buyer had at all times been a party to the Purchase Avianca Holdings Agreement in place of the Original BuyerAvianca Holdings; 2.1.3 the New Buyer shall perform the obligations and liabilities of the Original Buyer under the Purchase Agreement so far as they relate to the Assigned Avianca Aircraft and is bound by the terms of the Assigned Purchase Agreement in respect thereof in every way as if the New Buyer had at all times been a party to the Purchase Agreement in place of the Original Buyer; 2.1.4 (iii) with respect to the Assigned Avianca Leasing Aircraft and all of the rights, title, benefits and interests of the Original Buyer Avianca Holdings under the Purchase Avianca Holdings Agreement (except as set forth in clause 3 Clause 6 herein), the Original Buyer and AirbusAvianca Holdings: (i) irrevocably and forever release each other releases the Seller from all of their its respective covenants, undertakings, obligations, duties, responsibilities and liabilities under the Purchase Avianca Holdings Agreement to the extent that the same relate to the Assigned Avianca Leasing Aircraft; and (ii) irrevocably and forever waive waives any rights against each other the Seller with respect to the Assigned Avianca Leasing Aircraft and any of their rights, title, benefits and interests under the Purchase Avianca Holdings Agreement from and continuing at all times after the Effective Date; and 2.1.5 Airbus acknowledges the aforesaid assignment, transfer, assumption, release and undertaking and consents to the same. 2.2 Each of the foregoing agreements is conditional on, and took effect simultaneously with, the others. 2.3 New Buyer and Airbus each acknowledge that from the Effective Date hereof, the New Buyer shall be the “Buyer” under, and is bound, liable and responsible for all terms and conditions set forth in, the Assigned Purchase Agreement.