Common use of Conditions of Participation Clause in Contracts

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) Lessee hereby agrees to be bound by and to comply with Clauses 7.2 and 8.5 of the Purchase Agreement, copies of which are attached in Appendix 3 hereto, to the extent of (A) injury to or death of any Lessee representative, (B) loss or damage to property of any Lessee representatives and (C) liabilities, damages, losses, costs and expenses of Airbus and its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of Lessee’s representatives, as if Lessee had been named “Buyer” of the Aircraft under such agreement. (b) So long as this Participation Agreement is in full force and effect, Lessee and not Buyer will be responsible for the liabilities and obligations set forth in clause 3(a) above. (c) For the avoidance of doubt, even while this Participation Agreement in full force and effect, Buyer, to the exclusion of Lessee, will remain responsible for compliance with Clauses 7.2 and 8.5 of the Purchase Agreement to the extent of (i) injury to or death of any Buyer representative, (ii) loss or damage to property of any Buyer representative and (iii) liabilities, damages, losses, costs and expenses of Airbus and its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of Buyer’s representatives. (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, Buyer shall once again be bound by Clauses 7.2 and 8.5 of the Purchase Agreement with respect to the Aircraft. (e) Other than with respect to the obligations assumed by Lessee under this Participation Agreement as set forth in clause 3(a) above, Buyer shall remain fully bound by all provisions of the Purchase Agreement. (f) Nothing contained herein shall subject Airbus to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement or, except to the extent set forth in clauses 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said Purchase Agreement. (g) Lessee shall not be appointed as Buyer’s agent and shall not be permitted to act on behalf or in place of Buyer without the express written authorisation of Buyer and nothing contained herein shall be construed as to give such authorisation.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) Lessee LESSEE hereby agrees to be bound by and to comply with the following provisions of the G.T.A. and Support Agreement (copies of which are attached hereto) as if LESSEE had been named “Buyer” of the Aircraft under such agreements: (i) Clauses 7.2 and 8.5 of the Purchase Agreement, copies of which are attached in Appendix 3 hereto, G.T.A. to the extent of (Aaa) injury to or death of any Lessee LESSEE representative, (Bbb) loss or damage to property of any Lessee LESSEE representatives and (Ccc) liabilities, damages, losses, costs and expenses of Airbus Seller, Manufacturer and its their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of LesseeLESSEE’s representatives, as if Lessee had been named “Buyer” of the Aircraft under such agreement. (b) So long as this Participation Agreement is in full force and effect, Lessee LESSEE and not Buyer ILFC will be responsible for the liabilities and obligations set forth in clause section 3(a) above. (c) For the avoidance of doubt, even while this Participation Agreement is in full force and effect, Buyer, to the exclusion of Lessee, ILFC will remain responsible for compliance with Clauses 7.2 and 8.5 of the Purchase Agreement of A. to the extent of (iaa) injury to or death of any Buyer ILFC representative, (iibb) loss or damage to property of any Buyer ILFC representative and (iiicc) liabilities, damages, losses, costs and expenses of Airbus Seller, Manufacturer and its their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of BuyerILFC’s representatives. (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, Buyer ILFC shall once again be bound by Clauses 7.2 and 8.5 of the Purchase Agreement with respect to the Aircraft.G.T.A. (e) Other than with respect to the obligations assumed by Lessee LESSEE under this Participation Agreement as set forth in clause section 3(a) above, Buyer ILFC shall remain fully bound by all provisions of the Purchase Agreement, G.T.A. and Support Agreement. (f) Nothing contained herein shall subject Airbus AVSA to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in clauses sections 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said Purchase Agreementagreements. (g) Lessee LESSEE shall not be appointed as BuyerILFC’s agent and shall not be permitted to act on behalf or in place of Buyer ILFC without the express written authorisation authorization of Buyer ILFC and nothing contained herein shall be construed as to give such authorisationauthorization.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) Lessee LESSEE hereby agrees to be bound by and to comply with the following provisions of the G.T.A. and the Support Agreement (copies of which are attached hereto) as if LESSEE had been named “Buyer” of the Aircraft under such agreements: (i) Clauses 7.2 and 8.5 of the Purchase Agreement, copies of which are attached in Appendix 3 hereto, G.T.A. to the extent of (Aaa) injury to or death of any Lessee LESSEE representative, (Bbb) loss or damage to property of any Lessee LESSEE representatives and (Ccc) liabilities, damages, losses, costs and expenses of Airbus AIRBUS and its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of LesseeLESSEE’s representatives, as if Lessee had been named “Buyer” and (ii) Clauses 16.9 and 18.5 of the Aircraft under such agreementSupport Agreement. (b) So long as this Participation Agreement is in full force and effect, Lessee LESSEE and not Buyer ILFC will be responsible for the liabilities and obligations set forth in clause section 3(a) above. (c) For the avoidance of doubt, even while this Participation Agreement is in full force and effect, Buyer, to the exclusion of Lessee, ILFC will remain responsible for compliance with Clauses 7.2 and 8.5 of the Purchase Agreement G.T.A. to the extent of (iaa) injury to or death of any Buyer ILFC representative, (iibb) loss or damage to property of any Buyer ILFC representative and (iiicc) liabilities, damages, losses, costs and expenses of Airbus AIRBUS and its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of BuyerILFC’s representatives.. 109 EXHIBIT B (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, Buyer ILFC shall once again be bound by Clauses 7.2 and 8.5 of the Purchase G.T.A. and Clauses 16.9 and 18.5 of the Support Agreement with respect to the Aircraft. (e) Other than with respect to the obligations expressly assumed by Lessee LESSEE under this Participation Agreement as set forth in clause section 3(a) above, Buyer ILFC shall remain fully bound by all provisions of the Purchase Agreement, the G.T.A. and the Support Agreement. (f) Nothing contained herein shall subject Airbus AIRBUS to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in clauses sections 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said Purchase Agreementagreements. (g) Lessee LESSEE shall not be appointed as BuyerILFC’s agent and shall not be permitted to act on behalf or in place of Buyer ILFC without the express written authorisation authorization of Buyer ILFC and nothing contained herein shall be construed as to give such authorisationauthorization.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) Subject to Clause 3(d), Lessee hereby agrees to be bound by and to comply with Clauses 7.2 and 8.5 Clause 19.1 (Indemnity Provisions) of the Purchase Agreement, copies Agreement (a copy of which are is attached in Appendix 3 2 hereto) as if Lessee had been named “Buyer” of the Aircraft under such agreement, and to the extent of (Ax) injury to or death of any Lessee representativerepresentative of Lessee, (By) loss or damage to property of any representative of Lessee representatives and (Cz) liabilities, damages, losses, costs and expenses of Airbus Seller (as defined in the Purchase Agreement) and its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of any representative of Lessee’s representatives, as if Lessee had been named “Buyer” of the Aircraft under such agreement. (b) So long as Lessor shall use commercially-reasonable efforts to procure that the Manufacturer execute the notice and acknowledgement in the form of Appendix 1 hereto (the “Notice INTREPID – A330-200F – Form of Participation Agreement 4 CONFIDENTIAL AND PROPRIETARY INFORMATION ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. and Acknowledgement”) which extends to Lessee the benefit of Clause 19.1 of the Purchase Agreement in respect of any damages, claims or liabilities arising during the term of this Participation Agreement is in full force and effect, Lessee and not Buyer will be responsible for the liabilities and obligations set forth in clause 3(a) aboveAgreement. (c) For Notwithstanding the avoidance provisions of doubtClause 3(a) above, even while this Participation Agreement in full force and effect, Buyer, to the exclusion of Lessee, Lessor will remain responsible for compliance with Clauses 7.2 and 8.5 Clause 19.1 of the Purchase Agreement to the extent of (i) injury to or death of any Buyer representativerepresentative of Lessor, (ii) loss or damage to the property of any Buyer representative of Lessor and (iii) liabilities, claims, damages, lossescosts, costs losses and expenses of Airbus and the Manufacturer or its associated subcontractors, officers, agents and employees representatives arising out of or caused by the gross negligence or willful misconduct of Lessor or gross negligence of Buyer’s its representatives. (d) Except with respect to events occurring prior to the termination of the this Participation AgreementAgreement in respect of an Aircraft, upon termination of this Participation Agreement, Buyer : (i) Lessee shall once again be released from any liability and any further obligations whatsoever with respect to the Purchase Agreement as to Clause 19.1 thereof; and (ii) Lessor (and not Lessee) shall continue to be bound by Clauses 7.2 and 8.5 Clause 19.1 of the Purchase Agreement with respect to the Aircraft. (e) Other than with respect to the obligations assumed by Lessee under Clause 3(a) of this Participation Agreement as set forth in clause 3(a) aboveAgreement, Buyer Lessor shall remain fully bound by all provisions of the Purchase Agreement. (f) Nothing Except to the extent set forth in Clause 3(a) and 3(b) above, nothing contained herein shall subject Airbus the Manufacturer to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement or, except to the extent set forth in clauses 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said Purchase Agreement. (g) Notwithstanding anything to the contrary herein, Lessee shall indemnify, hold harmless, and defend Lessor from and against any and all claims, damages, liabilities, losses, lawsuits, and expenses (including reasonable attorneys’ fees) resulting or arising from the acts, omissions, negligence, or misconduct of Lessee in connection with this Participation Agreement. (h) Notwithstanding the Authorization, Lessee shall not be construed as having been appointed as BuyerLessor’s agent and shall not be permitted to act on behalf of or in place of Buyer Lessor without the express written authorisation authorization of Buyer Lessor and nothing contained herein shall be construed as to give such authorisationauthorization.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) Lessee LESSEE hereby agrees to be bound by and to comply with the following provisions of the G.T.A. and Support Agreement (copies of which are attached hereto) as if LESSEE had been named "Buyer" of the Aircraft under such agreements: (i) Clauses 7.2 and 8.5 of the Purchase Agreement, copies of which are attached in Appendix 3 hereto, G.T. A. to the extent of (Aaa) injury to or death of any Lessee LESSEE representative, (Bbb) loss or damage to property of any Lessee LESSEE representatives and (Ccc) liabilities, damages, losses, costs and expenses of Airbus AVSA, Manufacturer and its their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of Lessee’s LESSEE's representatives, as if Lessee had been named “Buyer” and (ii) Clauses 16.9 and 18.5 of the Aircraft under such agreementSupport Agreement. (b) So long as this Participation Agreement is in full force and effect, Lessee LESSEE and not Buyer ILFC will be responsible for the liabilities and obligations set forth in clause section 3(a) above. (c) For the avoidance of doubt, even while this Participation Agreement is in full force and effect, Buyer, to the exclusion of Lessee, ILFC will remain responsible for compliance with Clauses 7.2 and 8.5 of the Purchase Agreement G.T. A. to the extent of (iaa) injury to or death of any Buyer ILFC representative, (iibb) loss or damage to property of any Buyer ILFC representative and (iiicc) liabilities, damages, losses, costs and expenses of Airbus AVSA, Manufacturer and its their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of Buyer’s ILFC's representatives. (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, Buyer ILFC shall once again be bound by Clauses 7.2 and 8.5 of the Purchase G.T.A. and Clauses 16.9 and 18.5 of the Support Agreement with respect to the Aircraft. (e) Other than with respect to the obligations assumed by Lessee LESSEE under this Participation Agreement as set forth in clause section 3(a) above, Buyer ILFC shall remain fully bound by all provisions of the Purchase Agreement, G.T.A. and Support Agreement. (f) Nothing contained herein shall subject Airbus AVSA to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in clauses sections 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said Purchase Agreementagreements. (g) Lessee LESSEE shall not be appointed as Buyer’s ILFC's agent and shall not be permitted to act on behalf or in place of Buyer ILFC without the express written authorisation authorization of Buyer ILFC and nothing contained herein shall be construed as to give such authorisationauthorization.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) Lessee LESSEE hereby agrees to be bound by and to comply with the following provisions of the G.T.A. and Support Agreement (copies of which are attached hereto) as if LESSEE had been named "Buyer" of the Aircraft under such agreements: (i) Clauses 7.2 and 8.5 of the Purchase Agreement, copies of which are attached in Appendix 3 hereto, G.T.A. to the extent of (Aaa) injury to or death of any Lessee LESSEE representative, (Bbb) loss or damage to property of any Lessee LESSEE representatives and (Ccc) liabilities, damages, losses, costs and expenses of Airbus Seller, Manufacturer and its their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of Lessee’s LESSEE's representatives, as if Lessee had been named “Buyer” of the Aircraft under such agreement. (b) So long as this Participation Agreement is in full force and effect, Lessee LESSEE and not Buyer ILFC will be responsible for the liabilities and obligations set forth in clause section 3(a) above. (c) For the avoidance of doubt, even while this Participation Agreement is in full force and effect, Buyer, to the exclusion of Lessee, ILFC will remain responsible for compliance with Clauses 7.2 and 8.5 of the Purchase Agreement G.T.A. to the extent of (iaa) injury to or death of any Buyer ILFC representative, (iibb) loss or damage to property of any Buyer ILFC representative and (iiicc) liabilities, damages, losses, costs and expenses of Airbus Seller, Manufacturer and its their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of Buyer’s ILFC's representatives. (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, Buyer ILFC shall once again be bound by Clauses 7.2 and 8.5 of the Purchase Agreement with respect to the Aircraft.G.T.A. (e) Other than with respect to the obligations assumed by Lessee LESSEE under this Participation Agreement as set forth in clause section 3(a) above, Buyer ILFC shall remain fully bound by all provisions of the Purchase Agreement, G.T.A. and Support Agreement. (f) Nothing contained herein shall subject Airbus AVSA to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in clauses sections 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said Purchase Agreementagreements. (g) Lessee LESSEE shall not be appointed as Buyer’s ILFC's agent and shall not be permitted to act on behalf or in place of Buyer ILFC without the express written authorisation authorization of Buyer ILFC and nothing contained herein shall be construed as to give such authorisationauthorization.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) Lessee LESSEE hereby agrees to be bound by and to comply with the following provisions of the G.T.A. and the Support Agreement (copies of which are attached hereto) as if LESSEE had been named “Buyer” of the Aircraft under such agreements: (i) Clauses 7.2 and 8.5 of the Purchase Agreement, copies of which are attached in Appendix 3 hereto, G.T.A. to the extent of (Aaa) injury to or death of any Lessee LESSEE representative, (Bbb) loss or damage to property of any Lessee LESSEE representatives and (Ccc) liabilities, damages, losses, costs and expenses of Airbus AIRBUS and its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of LesseeLESSEE’s representatives, as if Lessee had been named “Buyer” and (ii) Clauses 16.9 and 18.5 of the Aircraft under such agreement.Support Agreement. 110 EXHIBIT B PARTICIPIPATION AGREEMENT (b) So long as this Participation Agreement is in full force and effect, Lessee LESSEE and not Buyer ILFC will be responsible for the liabilities and obligations set forth in clause section 3(a) above. (c) For the avoidance of doubt, even while this Participation Agreement is in full force and effect, Buyer, to the exclusion of Lessee, ILFC will remain responsible for compliance with Clauses 7.2 and 8.5 of the Purchase Agreement G.T.A. to the extent of (iaa) injury to or death of any Buyer ILFC representative, (iibb) loss or damage to property of any Buyer ILFC representative and (iiicc) liabilities, damages, losses, costs and expenses of Airbus AIRBUS and its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of BuyerILFC’s representatives. (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, Buyer ILFC shall once again be bound by Clauses 7.2 and 8.5 of the Purchase G.T.A. and Clauses 16.9 and 18.5 of the Support Agreement with respect to the Aircraft. (e) Other than with respect to the obligations expressly assumed by Lessee LESSEE under this Participation Agreement as set forth in clause section 3(a) above, Buyer ILFC shall remain fully bound by all provisions of the Purchase Agreement, the G.T.A. and the Support Agreement. (f) Nothing contained herein shall subject Airbus AIRBUS to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in clauses sections 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said Purchase Agreementagreements. (g) Lessee LESSEE shall not be appointed as BuyerILFC’s agent and shall not be permitted to act on behalf or in place of Buyer ILFC without the express written authorisation authorization of Buyer ILFC and nothing contained herein shall be construed as to give such authorisationauthorization.