Common use of Disclaimer - Representations and Warranties Clause in Contracts

Disclaimer - Representations and Warranties. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, (A) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE AND (B) SELLER, FOR ITSELF AND ITS AFFILIATES, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY REGARDING: (I) TITLE, (II) ANY COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE OR ACCOUNTS PAYABLE, (III) ANY CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE COMPANY OR ANY SUBSIDIARY, (IV) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS OR TRANSPORTABILITY OF ANY PRODUCT IN CONNECTION THEREWITH, (V) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE ASSETS OR ANY ENVIRONMENTAL LIABILITY, (VI) ANY FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE ASSETS OR THE MEMBERSHIP INTERESTS, (VII) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIII) THE STATE OF REPAIR OF THE ASSETS, (IX) MERCHANTABILITY OR CONFORMITY TO MODELS, (X) ANY RIGHTS OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (XI) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK INFRINGEMENT, (XII) FITNESS FOR A PARTICULAR PURPOSE, AND (XIII) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES OR DECLINE RATES WITH RESPECT TO ANY OF THE PROPERTIES UPSTREAM OF THE APPLICABLE FACILITIES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, UPSTREAM OF THE APPLICABLE FACILITIES. EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, THE TRANSFERRED INTERESTS (AND THE INDIRECT TRANSFER OF AN INTEREST IN THE ASSETS RESULTING THEREFROM) ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY, ANY SUBSIDIARY AND THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY, THE SUBSIDIARIES AND THE ASSETS.

Disclaimer - Representations and Warranties. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE LIMITED EXTENT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN ARTICLE IV AND ARTICLE V AND III OR IN ANY TRANSACTION DOCUMENTTHE CERTIFICATE DELIVERED AT CLOSING PURSUANT TO SECTION 6.1(d), (A) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIEDIMPLIED OR OTHERWISE, WRITTENWITH RESPECT TO THE ASSETS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ARTICLE III OR IN THE CERTIFICATE DELIVERED AT CLOSING PURSUANT TO SECTION 6.1(d), ORAL OR OTHERWISE AND (B) SELLER, FOR ITSELF AND ITS AFFILIATES, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIESWARRANTIES ASSOCIATED WITH THE ASSETS, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL IMPLIED OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY REGARDING: (IA) TITLE, (IIB) ANY COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE OR ACCOUNTS PAYABLE, (IIIC) ANY CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE COMPANY OR ANY SUBSIDIARYASSETS, (IVD) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS OR TRANSPORTABILITY OF ANY PRODUCT IN CONNECTION THEREWITH, (VE) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE ASSETS OR ANY ENVIRONMENTAL LIABILITYASSETS, (VIF) ANY FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE ASSETS OR THE MEMBERSHIP INTERESTS, (VIIG) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIIIH) THE STATE OF REPAIR OF THE ASSETS, (IXI) MERCHANTABILITY OR CONFORMITY TO MODELS, (XJ) ANY RIGHTS OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (XIK) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK INFRINGEMENT, (XIIL) FITNESS FOR A PARTICULAR PURPOSE, AND (XIIIM) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES OR DECLINE RATES WITH RESPECT TO ANY OF THE PROPERTIES UPSTREAM OF WHERE THE APPLICABLE FACILITIESHYDROCARBONS THEREFROM ARE TRANSPORTED THROUGH THE GATHERING SYSTEM, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, UPSTREAM OF TRANSPORTED THROUGH THE APPLICABLE FACILITIES. EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, THE TRANSFERRED INTERESTS (AND THE INDIRECT TRANSFER OF AN INTEREST IN THE ASSETS RESULTING THEREFROM) ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY, ANY SUBSIDIARY AND THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY, THE SUBSIDIARIES AND THE ASSETSGATHERING SYSTEM.

Disclaimer - Representations and Warranties. BUYER ACKNOWLEDGES AND AGREES THATTHAT THE PROPERTIES ARE BEING TRANSFERRED, ASSIGNED AND CONVEYED FROM SELLER TO BUYER "AS-IS, WHERE-IS", AND WITH ALL FAULTS IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITHOUT RECOURSE. EXCEPT TO THE LIMITED EXTENT AS EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT10 BELOW, (A) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE AND (B) SELLER, FOR ITSELF AND ITS AFFILIATES, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIESWARRANTIES CONCERNING THE PROPERTIES, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL IMPLIED OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY REGARDINGWITHOUT LIMITATION: (Ia) TITLEANY WARRANTY OF TITLE (EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH IN ARTICLE 9.1), (IIb) THE EXISTENCE OF ANY AND ALL PROSPECTS, (c) THE GEOGRAPHIC, GEOLOGIC OR GEOPHYSICAL CHARACTERISTICS ASSOCIATED WITH ANY AND ALL PROSPECTS, (d) THE EXISTENCE, QUALITY, QUANTITY OR RECOVERABILITY OF HYDROCARBON RESERVES ASSOCIATED WITH THE PROPERTIES, (e) THE COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE REVENUES OR ACCOUNTS PAYABLERECEIPTS ASSOCIATED WITH THE PROPERTIES, (IIIf) ANY THE CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE COMPANY OR ANY SUBSIDIARYPROPERTIES, (IVg) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS OR TRANSPORTABILITY OF ANY PRODUCT IN CONNECTION THEREWITHPROPERTIES, (Vh) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE ASSETS OR ANY ENVIRONMENTAL LIABILITYPROPERTIES, (VIi) ANY THE FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE ASSETS PROPERTIES, OR THE MEMBERSHIP INTERESTSAGREEMENTS TO WHICH THE PROPERTIES ARE SUBJECT, (VIIj) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIIIk) THE SAFETY, (l) STATE OF REPAIR OF THE ASSETSREPAIR, (IXm) MERCHANTABILITY OR CONFORMITY TO MODELSMERCHANTABILITY, AND (X) ANY RIGHTS OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (XI) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK INFRINGEMENT, (XIIn) FITNESS FOR A PARTICULAR PURPOSE, AND (XIII) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES OR DECLINE RATES WITH RESPECT TO ANY OF THE PROPERTIES UPSTREAM OF THE APPLICABLE FACILITIES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, UPSTREAM OF THE APPLICABLE FACILITIES. EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, THE TRANSFERRED INTERESTS (AND THE INDIRECT TRANSFER OF AN INTEREST IN THE ASSETS RESULTING THEREFROM) ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, ; AND BUYER (ON BEHALF OF ITSELF, ITS OFFICERS, AGENTS, EMPLOYEES, AFFILIATES, SUCCESSORS AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY, ANY SUBSIDIARY AND THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY, THE SUBSIDIARIES AND THE ASSETSASSIGNS) IRREVOCABLY WAIVES SUCH CLAIMS.

Disclaimer - Representations and Warranties. BUYER 13.1 NEITHER LESSOR NOR BENEFICIARY IS A MANUFACTURER OF THE AIRCRAFT OR OTHER AIRCRAFT OR A DEALER IN SIMILAR AIRCRAFT AND HAS NOT INSPECTED THE AIRCRAFT PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE. LESSEE (I) ACKNOWLEDGES AND AGREES THATTHAT THE AIRCRAFT IS BEING DELIVERED BY LESSOR TO LESSEE "AS IS" AND "WHERE IS" AND THAT NO CONDITION, EXCEPT WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER HAS BEEN OR IS GIVEN BY OR IS TO BE IMPLIED ON THE PART OF LESSOR OR BENEFICIARY IN RELATION TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENTAIRCRAFT, (A) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE AND (BII) SELLER, FOR HEREBY WAIVES AS BETWEEN ITSELF AND LESSOR OR BENEFICIARY ALL ITS AFFILIATESRIGHTS, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE), INCLUDING TO MAKE CLAIMS IN RESPECT OF THE AIRCRAFT RELATING TO THE TITLE, AIRWORTHINESS, VALUE, CONDITION, DESIGN, OPERATION, CONFORMITY TO SAMPLES OR MODELS, COMPLIANCE WITH SPECIFICATIONS, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, QUALITY OF THE MATERIAL OR WORKMANSHIP, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, ABSENCE OR ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, REMEDY IN TORT, BASED ON STRICT LIABILITY OR NEGLIGENCE, ACTUAL OR IMPUTED, AND LESSEE HEREBY WAIVES ANY OTHER REPRESENTATION OR WARRANTY REGARDING: (I) TITLE, (II) ANY COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE OR ACCOUNTS PAYABLE, (III) ANY CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE COMPANY OR ANY SUBSIDIARY, (IV) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS OR TRANSPORTABILITY OF ANY PRODUCT IN CONNECTION THEREWITH, (V) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE ASSETS OR ANY ENVIRONMENTAL LIABILITY, (VI) ANY FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE ASSETS OR THE MEMBERSHIP INTERESTS, (VII) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIII) THE STATE OF REPAIR OF THE ASSETS, (IX) MERCHANTABILITY OR CONFORMITY TO MODELS, (X) ANY RIGHTS OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (XI) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK INFRINGEMENT, (XII) FITNESS FOR A PARTICULAR PURPOSE, AND (XIII) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES OR DECLINE RATES WITH RESPECT TO ANY OF THE PROPERTIES UPSTREAM OF THE APPLICABLE FACILITIES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, UPSTREAM OF THE APPLICABLE FACILITIES. EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, THE TRANSFERRED INTERESTS (AND THE INDIRECT TRANSFER OF AN INTEREST IN THE ASSETS RESULTING THEREFROM) ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KINDWHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS WITH RESPECT TO THE CONDITIONAIRCRAFT, VALUE IT BEING UNDERSTOOD THAT ALL SUCH RISKS, AS BETWEEN LESSEE AND LESSOR OR QUALITY OF THE COMPANYBENEFICIARY ARE TO BE BORNE BY LESSEE. Nothing in this Agreement shall afford Lessor or any Indemnitee any wider or greater exclusion of liability for death or bodily injury than would be permitted by the Governing Law. This paragraph shall not be modified except by a written agreement signed on behalf of Lessor and Lessee by their respective duly authorized representatives. 13.2 Lessor and Lessee agree that this Article 13 has been the subject of discussion and negotiation and is fully understood by the parties, ANY SUBSIDIARY AND THE ASSETS OR THE PROSPECTS and that the amount of the Rent and other mutual agreements of the parties set forth in this Agreement were arrived at in consideration of the provisions of this Article 13 specifically including the waiver by Lessee set forth in Article 13.1. 13.3 So long as no Event of Default has occurred and is continuing Lessor agrees to assign or otherwise make available to Lessee for the duration of the Term such rights as Lessor may have under any warranty, express or implied, with respect to the Aircraft made by the Manufacturer of the Aircraft, any subcontractor or supplier thereof, or any other seller thereof, to the extent that the same may be assigned or otherwise made available to Lessee and without warranty by Lessor as to enforceability of any of the rights so assigned. To the extent that the same may not be assigned or otherwise made available to Lessee, Lessor agrees to exert its reasonable efforts, at Lessee's expense, to enforce such rights as Lessor may have with respect thereto for the benefit of Lessee; provided however, that upon an Event of Default all such rights shall immediately revert to Lessor including all claims thereunder, whether or not perfected, unless such Event of Default has forthwith been remedied by Lessee. 13.4 Lessee represents and warrants that: (FINANCIAL OR OTHERWISEa) Lessee is a corporation organized and existing in good standing, in accordance with the Laws of the State of Incorporation, and has the corporate power and authority to carry on its business as presently conducted and to perform its obligations under this Agreement, is a Certificated Air Carrier operating under a certificate of public convenience and necessity issued by the Secretary of Transportation and is the holder of all necessary licenses issued by all Government Entities having jurisdiction to authorize or permit Lessee to engage in air transportation and to perform and comply with its obligations hereunder; (b) This Agreement has been duly authorized by all necessary corporate action on the part of Lessee, and neither the execution and delivery nor the consummation of the transactions contemplated hereby nor compliance by Lessee with the provisions of this Agreement will contravene any Law applicable to Lessee or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Lessee under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-law, or other agreement or instrument to which Lessee is a party or by which Lessee or its properties or assets may be bound or affected; (c) The execution and delivery by Lessee of this Agreement, and all of the transactions by Lessee contemplated hereby, have received, and Lessee has complied with, every necessary consent, approval, order, or authorization of, or registration with, or the giving of prior notice to, any Government Entity having jurisdiction with respect to the execution and delivery of this Agreement or the validity and enforceability of this Agreement or the satisfaction of all monetary and other obligations hereunder; (d) This Agreement has been duly entered into and delivered by Lessee and constitutes the valid, legal and binding obligations of Lessee, enforceable in accordance with their terms subject to principles of equity, laws relating to bankruptcy, insolvency or liquidation or any other laws or legal procedures generally affecting the enforcement of creditor's rights or the rights of contracting parties; (e) Assuming the proper deregistration of the Aircraft and any mortgage(s) placed thereon from the Swedish aircraft registry it is not necessary or advisable under the Laws of the State of Registration in order to ensure the validity, effectiveness and enforceability of this Agreement, the Mortgage or the Security Assignment or to protect the property rights of Lessor, Beneficiary, Head Lessor or the Bank in the Aircraft and under the Mortgage and Security Assignment that this Agreement, the Mortgage, the Security Assignment or any other instrument relating thereto be filed, registered or recorded or that any other action be taken under the Laws of the State of Incorporation and the State of Registration to perfect the property rights of Lessor, Head Lessor and the Bank in the Aircraft other than the filing of all such instruments with the Air Authority, the filing of UCC-1 financing statements in relevant jurisdictions, and the Mortgage and Security Assignment will have priority in all respects over the claims of all creditors of Lessee in or against the Aircraft, except for Permitted Liens; (f) Under the Laws of the State of Incorporation and the State of Registration Lessee will not be required to make any deduction or withholding from any payment it may make under this Agreement. There is no withholding or other tax to be deducted from any payment to be made by Lessee under this Agreement; (g) There are no suits or legal proceedings (including any administrative proceeding) pending or threatened before any court or administrative agency against Lessee which, if adversely determined, would have a material adverse effect upon its financial condition or business or its ability to perform its obligations hereunder; (h) There has been no material adverse change in the financial position of Lessee or in the consolidated financial position of Lessee and its subsidiaries from that set forth in the financial statements last furnished pursuant to Article 6.4 and neither Lessee nor any of its subsidiaries have any significant liabilities (contingent or otherwise) which are not disclosed by, or reserved against in such financial statements; and (i) The chief executive office (as such term is used in Sections 9-103 and 9-401 of the Uniform Commercial Code) of Lessee is at the date hereof located in Durham, North Carolina and Lessee agrees to give at least 30 days' prior notice to Lessor of any relocation of said chief executive office or place where such records are kept and of any change in its name. 13.5 The representations and warranties in Article 13.4 (other than in clauses (f), RISKS AND OTHER INCIDENTS OF THE COMPANY(g) and (h)) shall be deemed to be repeated by Lessee on and as of each Rent Date as if made with reference to the facts and circumstances existing on each such date. 13.6 Lessor represents, THE SUBSIDIARIES AND THE ASSETSwarrants and covenants that: (a) Lessor is a national banking association duly organized and validly existing in good standing under the laws of the United States of America, qualifies as a "citizen of the United States" within the meaning of Section 40102(a)(15) of Title 49 of the United States Code and has the corporate power and authority to carry on its business as presently conducted and to perform its obligations under this Agreement; if at any time Lessor shall have actual knowledge that it has ceased to qualify as such a citizen, it will, if such citizenship is then necessary to maintain the eligibility of the Aircraft for United States registration, take such action as may be necessary to maintain such United States registration; (b) This Agreement has been duly authorized by all necessary corporate action on the part of Lessor, has been duly entered into and delivered by Lessor in accordance with the Trust Agreement and constitutes the valid, legal and binding obligations of Lessor, enforceable in accordance with their respective terms subject to principles of equity, laws relating to bankruptcy, insolvency or liquidation or any other laws or legal procedures generally affecting the enforcement of creditor's rights or the rights of contracting parties; (c) Neither the execution and delivery nor the consummation of the transactions contemplated hereby nor compliance by Lessor with the provisions of this Agreement will result in any breach of, or constitute any default under, any indenture or any corporate charter, by-law, or other agreement or instrument to which Lessor is a party or by which Lessor or its properties or assets may be bound; and (d) Except for the registration of the Aircraft and the issuance of the licenses described in Article 4.1, neither the execution and delivery nor the consummation of the transactions contemplated hereby nor compliance by Lessor with the provisions of this Agreement requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action in respect of any Government Entity. The representations and warranties contained in clauses (a), (b) and (c) of this Article 13.6 are made by Lessor in its individual capacity. 13.7 Lessor undertakes that, so long as no Event of Default shall have occurred and be continuing, Lessor will not interfere with the peaceful and quiet use and enjoyment of the Aircraft by Lessee in accordance with the terms of this Agreement.

Disclaimer - Representations and Warranties. BUYER 13.1 THE AIRCRAFT IS LEASED IN "AS-IS, WHERE-IS" CONDITION AND LESSEE EXPRESSLY AGREES AND ACKNOWLEDGES AND AGREES THAT, EXCEPT SAVE AS EXPRESSLY STATED IN THIS AGREEMENT, LESSOR WILL HAVE NO LIABILITY IN RELATION TO, AND LESSOR HAS NOT AND WILL NOT BE DEEMED TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V AND IN HAVE MADE OR GIVEN ANY TRANSACTION DOCUMENT, (A) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE AND (B) SELLER, FOR ITSELF AND ITS AFFILIATES, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL GUARANTEES OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY REGARDING: (I) TITLE, (II) ANY COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE OR ACCOUNTS PAYABLE, (III) ANY CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE COMPANY OR ANY SUBSIDIARY, (IV) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS OR TRANSPORTABILITY OF ANY PRODUCT IN CONNECTION THEREWITH, (V) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE ASSETS OR ANY ENVIRONMENTAL LIABILITY, (VI) ANY FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE ASSETS OR THE MEMBERSHIP INTERESTS, (VII) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIII) THE STATE OF REPAIR OF THE ASSETS, (IX) MERCHANTABILITY OR CONFORMITY TO MODELS, (X) ANY RIGHTS OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (XI) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK INFRINGEMENT, (XII) FITNESS FOR A PARTICULAR PURPOSE, AND (XIII) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES OR DECLINE RATES WITH RESPECT TO ANY OF THE PROPERTIES UPSTREAM OF THE APPLICABLE FACILITIES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, UPSTREAM OF THE APPLICABLE FACILITIES. EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, THE TRANSFERRED INTERESTS (AND THE INDIRECT TRANSFER OF AN INTEREST IN THE ASSETS RESULTING THEREFROM) ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KINDREPRESENTATIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO, THE AIRCRAFT LEASED HEREUNDER INCLUDING BUT NOT LIMITED TO (1) ANY REPRESENTATIONS OR WARRANTIES WARRANTY AS TO THE AIRWORTHINESS, CONDITION, VALUE DESIGN, MERCHANTABILITY OR QUALITY FITNESS FOR USE OR OPERATION, (2) ANY WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM LESSOR'S NEGLIGENCE, ACTUAL OR IMPUTED, AND (4) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE COMPANYAIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO THE AIRCRAFT, FOR ANY SUBSIDIARY LIABILITY OF LESSEE TO ANY THIRD PARTY, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; AND THE ASSETS ALL SUCH WARRANTIES, GUARANTEES, REPRESENTATIONS, OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS OR THE PROSPECTS (FINANCIAL REMEDIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED. Nothing in this Agreement shall afford Lessor or any Indemnitee any wider or greater exclusion of liability for death or bodily injury than would be permitted by the Governing Law. This paragraph shall not be modified except by a written agreement signed on behalf of Lessor and Lessee by their respective duly authorized representatives. 13.2 Lessor and Lessee agree that this Article 13 has been the subject of discussion and negotiation and is fully understood by the parties, and that the amount of the Rent and other mutual agreements of the parties set forth in this Agreement were arrived at in consideration of the provisions of this Article 13 specifically including the waiver by Lessee set forth in Article 13.1. 13.3 So long as no Event of Default has occurred and is continuing Lessor agrees to assign or otherwise make available to Lessee for the duration of the Term such rights as Lessor may have under any warranty, express or implied, with respect to the Aircraft made by the Manufacturer of the Aircraft, any subcontractor or supplier thereof, or any other seller thereof, to the extent that the same may be assigned or otherwise made available to Lessee and without warranty by Lessor as to enforceability of any of the rights so assigned. To the extent that the same may not be assigned or otherwise made available to Lessee, Lessor agrees to exert its reasonable efforts, at Lessee's expense, to enforce such rights as Lessor may have with respect thereto for the benefit of Lessee; provided however, that upon an Event of Default all such rights shall immediately revert to Lessor including all claims thereunder, whether or not perfected, unless such Event of Default has forthwith been remedied by Lessee. 13.4 Lessee represents and warrants that: (a) Lessee is a corporation organized and existing in good standing, in accordance with the Laws of the State of Incorporation, and has the corporate power and authority to carry on its business as presently conducted and to perform its obligations under this Agreement, is an "air carrier" within the meaning of the Federal Aviation Act operating under a certificate of convenience and necessity issued pursuant to Section 401 of such Act and is the holder of all necessary licenses issued by all Government Entities having jurisdiction to authorize or permit Lessee to engage in air transportation and to perform and comply with its obligations hereunder; (b) This Agreement has been duly authorized by all necessary corporate action on the part of Lessee, and neither the execution and delivery nor the consummation of the transactions contemplated hereby nor compliance by Lessee with the provisions of this Agreement will contravene any Law applicable to Lessee or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Lessee under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-law, or other agreement or instrument to which Lessee is a party or by which Lessee or its properties or assets may be bound or affected; (c) The execution and delivery by Lessee of this Agreement, and all of the transactions by Lessee contemplated hereby, have received, and Lessee has complied with, every necessary consent, approval, order, or authorization of, or registration with, or the giving of prior notice to, any Government Entity having jurisdiction with respect to the execution and delivery of this Agreement or the validity and enforceability of this Agreement or the satisfaction of all monetary and other obligations hereunder; (d) This Agreement has been duly entered into and delivered by Lessee and constitutes the valid, legal and binding obligations of Lessee, enforceable in accordance with their terms subject to principles of equity, laws relating to bankruptcy, insolvency or liquidation or any other laws or legal procedures generally affecting the enforcement of creditor's rights or the rights of contracting parties; (e) It is not necessary or advisable under the Laws of the State of Registration in order to ensure the validity, effectiveness and enforceability of this Agreement, the Mortgage or the Security Assignment or to protect the property rights of Lessor, Beneficiary, Head Lessor or the Bank in the Aircraft and under the Mortgage and Security Assignment that this Agreement, the Mortgage, the Security Assignment or any other instrument relating thereto be filed, registered or recorded or that any other action be taken under the Laws of the State of Incorporation and the State of Registration to perfect the property rights of Lessor, Head Lessor and the Bank in the Aircraft other than the filing of all such instruments with the Air Authority, the filing of UCC-l financing statements in relevant jurisdictions, and the Mortgage and Security Assignment will have priority in all respects over the claims of all creditors of Lessee in or against the Aircraft, except for Permitted Liens; (f) Under the Laws of the State of Incorporation and the State of Registration Lessee will not be required to make any deduction or withholding from any payment it may make under this Agreement. There is no withholding or other tax to be deducted from any payment to be made by Lessee under this Agreement; (g) There are no suits or legal proceedings (including any administrative proceeding) pending or threatened before any court or administrative agency against Lessee which, if adversely determined, would have a material adverse effect upon its financial condition or business or its ability to perform its obligations hereunder; (h) Each of the Equity Investors and Lessee has performed all of its respective obligations under the Equity Commitment required to be performed and the Equity Commitment remains in full force and effect and has not been modified, supplemented or amended except as has been disclosed in writing to Lessor; (i) There has been no material adverse change in the financial position of Lessee or the consolidated financial position of Lessee and its subsidiaries from that set forth in the financial statements last furnished pursuant to Article 6.4 and neither Lessee nor any of its subsidiaries have any significant liabilities (contingent or otherwise) which are not disclosed by, or reserved against in such financial statements; (j) The chief executive office (as such term is used in Sections 9-103 and 9-401 of the Uniform Commercial Code) of Lessee is located at Chicago, Illinois, and Lessee agrees to give at least 30 days' prior notice to Lessor of any relocation of said chief executive office or place where such records are kept and of any change in its name. 13.5 The representations and warranties in Article 13.4 (other than in clauses (f), RISKS AND OTHER INCIDENTS OF THE COMPANY(g) and (i) shall be deemed to be repeated by Lessee on and as of each Rent Date as if made with reference to the facts and circumstances existing on each such date. 13.6 Lessor represents, THE SUBSIDIARIES AND THE ASSETSwarrants and covenants that: (a) Lessor is a national banking association duly organized and validly existing in good standing under the laws of the United States of America, qualifies as a "citizen of the United States" within the meaning of Section 101(16) of the Federal Aviation Act, and has the corporate power and authority to carry on its business as presently conducted and to perform its obligations under this Agreement; if at any time Lessor shall have actual knowledge that it has ceased to qualify as such a citizen, it will, if such citizenship is then necessary to maintain the eligibility of the Aircraft for United States registration, take such action as may be necessary to maintain such United States registration; (b) This Agreement has been duly authorized by all necessary corporate action on the part of Lessor, has been duly entered into and delivered by Lessor in accordance with the Trust Agreement and constitutes the valid, legal and binding obligations of Lessor, enforceable in accordance with their respective terms subject to principles of equity, laws relating to bankruptcy, insolvency or liquidation or any other laws or legal procedures generally affecting the enforcement of creditor's rights or the rights of contracting parties; (c) Neither the execution and delivery nor the consummation of the transactions contemplated hereby nor compliance by Lessor with the provisions of this Agreement will result in any breach of, or constitute any default under, any indenture or any corporate charter, by-law, or other agreement or instrument to which Lessor is a party or by which Lessor or its properties or assets may be bound; and (d) Except for the Ferry Permits described in Article 3.5, the registration of the Aircraft and the issuance of the licenses described in Article 4.1, neither the execution and delivery nor the consummation of the transactions contemplated hereby nor compliance by Lessor with the provisions of this Agreement requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action in respect of any Government Entity. The representations and warranties contained in clauses (a), (b) and (c) of this Article 13.6 are made by Lessor in its individual capacity. 13.7 Lessor undertakes that, so long as no Event of Default shall have occurred and be continuing, Lessor will not interfere with the peaceful and quiet use and enjoyment of the Aircraft by Lessee in accordance with the terms of this Agreement.

Disclaimer - Representations and Warranties. BUYER ACKNOWLEDGES AND ------------------------------------------- AGREES THATTHAT THE PROPERTIES ARE BEING TRANSFERRED, ASSIGNED AND CONVEYED FROM SELLER TO BUYER "AS-IS, WHERE-IS", AND WITH ALL FAULTS IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITHOUT RECOURSE. EXCEPT TO THE LIMITED EXTENT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT9, (A) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE AND (B) SELLER, FOR ITSELF AND ITS AFFILIATES, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIESWARRANTIES CONCERNING THE PROPERTIES, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL IMPLIED OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY REGARDINGWITHOUT LIMITATION: (IA) TITLEANY WARRANTY OF TITLE (EXCEPT FOR THE SPECIAL WARRANTY OF TITLE SET FORTH IN ARTICLE 9.1), (IIB) THE EXISTENCE OF ANY AND ALL PROSPECTS, (C) THE GEOGRAPHIC, GEOLOGIC OR GEOPHYSICAL CHARACTERISTICS ASSOCIATED WITH ANY AND ALL PROSPECTS, (D) THE EXISTENCE, QUALITY, QUANTITY OR RECOVERABILITY OF HYDROCARBON RESERVES ASSOCIATED WITH THE PROPERTIES, (E) THE COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE REVENUES OR ACCOUNTS PAYABLERECEIPTS ASSOCIATED WITH THE PROPERTIES, (IIIF) ANY THE CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE COMPANY OR ANY SUBSIDIARYPROPERTIES, (IVG) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS OR TRANSPORTABILITY OF ANY PRODUCT IN CONNECTION THEREWITHPROPERTIES, (VH) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE ASSETS OR ANY ENVIRONMENTAL LIABILITYPROPERTIES, (VII) ANY THE FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE ASSETS PROPERTIES, OR THE MEMBERSHIP INTERESTSAGREEMENTS TO WHICH THE PROPERTIES ARE SUBJECT, (VIIJ) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIIIK) THE SAFETY, (L) STATE OF REPAIR OF THE ASSETSREPAIR, (IXM) MERCHANTABILITY OR CONFORMITY TO MODELSMERCHANTABILITY, AND (X) ANY RIGHTS OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (XI) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK INFRINGEMENT, (XIIN) FITNESS FOR A PARTICULAR PURPOSE, AND (XIII) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES OR DECLINE RATES WITH RESPECT TO ANY OF THE PROPERTIES UPSTREAM OF THE APPLICABLE FACILITIES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, UPSTREAM OF THE APPLICABLE FACILITIES. EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, THE TRANSFERRED INTERESTS (AND THE INDIRECT TRANSFER OF AN INTEREST IN THE ASSETS RESULTING THEREFROM) ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, ; AND BUYER (ON BEHALF OF ITSELF, ITS OFFICERS, AGENTS, EMPLOYEES, AFFILIATES, SUCCESSORS AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY, ANY SUBSIDIARY AND THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY, THE SUBSIDIARIES AND THE ASSETSASSIGNS) IRREVOCABLY WAIVES SUCH CLAIMS.

Disclaimer - Representations and Warranties. BUYER 13.1 NEITHER LESSOR NOR BENEFICIARY IS A MANUFACTURER OF THE AIRCRAFT OR OTHER AIRCRAFT OR A DEALER IN SIMILAR AIRCRAFT AND HAS NOT INSPECTED THE AIRCRAFT PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE. LESSEE (I) ACKNOWLEDGES AND AGREES THATTHAT THE AIRCRAFT IS BEING DELIVERED BY LESSOR TO LESSEE "AS IS" AND "WHERE IS" AND THAT NO CONDITION, EXCEPT WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER HAS BEEN OR IS GIVEN BY OR IS TO BE IMPLIED ON THE PART OF LESSOR OR BENEFICIARY IN RELATION TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENTAIRCRAFT, (A) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE AND (BII) SELLER, FOR HEREBY WAIVES AS BETWEEN ITSELF AND LESSOR OR BENEFICIARY ALL ITS AFFILIATESRIGHTS, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE), INCLUDING TO MAKE CLAIMS IN RESPECT OF THE AIRCRAFT RELATING TO THE TITLE, AIRWORTHINESS, VALUE, CONDITION, DESIGN, OPERATION, CONFORMITY TO SAMPLES OR MODELS, COMPLIANCE WITH SPECIFICATIONS, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, QUALITY OF THE MATERIAL OR WORKMANSHIP, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, ABSENCE OR ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, REMEDY IN TORT, BASED ON STRICT LIABILITY OR NEGLIGENCE, ACTUAL OR IMPUTED, AND LESSEE HEREBY WAIVES ANY OTHER REPRESENTATION OR WARRANTY REGARDING: (I) TITLE, (II) ANY COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE OR ACCOUNTS PAYABLE, (III) ANY CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE COMPANY OR ANY SUBSIDIARY, (IV) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS OR TRANSPORTABILITY OF ANY PRODUCT IN CONNECTION THEREWITH, (V) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE ASSETS OR ANY ENVIRONMENTAL LIABILITY, (VI) ANY FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE ASSETS OR THE MEMBERSHIP INTERESTS, (VII) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIII) THE STATE OF REPAIR OF THE ASSETS, (IX) MERCHANTABILITY OR CONFORMITY TO MODELS, (X) ANY RIGHTS OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (XI) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK INFRINGEMENT, (XII) FITNESS FOR A PARTICULAR PURPOSE, AND (XIII) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES OR DECLINE RATES WITH RESPECT TO ANY OF THE PROPERTIES UPSTREAM OF THE APPLICABLE FACILITIES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, UPSTREAM OF THE APPLICABLE FACILITIES. EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, THE TRANSFERRED INTERESTS (AND THE INDIRECT TRANSFER OF AN INTEREST IN THE ASSETS RESULTING THEREFROM) ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KINDWHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS WITH RESPECT TO THE CONDITIONAIRCRAFT, VALUE IT BEING UNDERSTOOD THAT ALL SUCH RISKS, AS BETWEEN LESSEE AND LESSOR OR QUALITY OF THE COMPANYBENEFICIARY ARE TO BE BORNE BY LESSEE. Nothing in this Agreement shall afford Lessor or any Indemnitee any wider or greater exclusion of liability for death or bodily injury than would be permitted by the Governing Law. This paragraph shall not be modified except by a written agreement signed on behalf of Lessor and Lessee by their respective duly authorized representatives. 13.2 Lessor and Lessee agree that this Article 13 has been the subject of discussion and negotiation and is fully understood by the parties, ANY SUBSIDIARY AND THE ASSETS OR THE PROSPECTS and that the amount of the Rent and other mutual agreements of the parties set forth in this Agreement were arrived at in consideration of the provisions of this Article 13 specifically including the waiver by Lessee set forth in Article 13.1. 13.3 So long as no Event of Default has occurred and is continuing Lessor agrees to assign or otherwise make available to Lessee for the duration of the Term such rights as Lessor may have under any warranty, express or implied, with respect to the Aircraft made by the Manufacturer of the Aircraft, any subcontractor or supplier thereof, or any other seller thereof, to the extent that the same may be assigned or otherwise made available to Lessee and without warranty by Lessor as to enforceability of any of the rights so assigned. To the extent that the same may not be assigned or otherwise made available to Lessee, Lessor agrees to exert its reasonable efforts, at Lessee's expense, to enforce such rights as Lessor may have with respect thereto for the benefit of Lessee; provided however, that upon an Event of Default all such rights shall immediately revert to Lessor including all claims thereunder, whether or not perfected, unless such Event of Default has forthwith been remedied by Lessee. 13.4 Lessee represents and warrants that: (FINANCIAL OR OTHERWISEa) Lessee is a corporation organized and existing in good standing, in accordance with the Laws of the State of Incorporation, and has the corporate power and authority to carry on its business as presently conducted and to perform its obligations under this Agreement, is a Certificated Air Carrier operating under a certificate of public convenience and necessity issued by the Secretary of Transportation and is the holder of all necessary licenses issued by all Government Entities having jurisdiction to authorize or permit Lessee to engage in air transportation and to perform and comply with its obligations hereunder; (b) This Agreement has been duly authorized by all necessary corporate action on the part of Lessee, and neither the execution and delivery nor the consummation of the transactions contemplated hereby nor compliance by Lessee with the provisions of this Agreement will contravene any Law applicable to Lessee or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Lessee under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, corporate charter, by-law, or other agreement or instrument to which Lessee is a party or by which Lessee or its properties or assets may be bound or affected; (c) The execution and delivery by Lessee of this Agreement, and all of the transactions by Lessee contemplated hereby, have received, and Lessee has complied with, every necessary consent, approval, order, or authorization of, or registration with, or the giving of prior notice to, any Government Entity having jurisdiction with respect to the execution and delivery of this Agreement or the validity and enforceability of this Agreement or the satisfaction of all monetary and other obligations hereunder; (d) This Agreement has been duly entered into and delivered by Lessee and constitutes the valid, legal and binding obligations of Lessee, enforceable in accordance with their terms subject to principles of equity, laws relating to bankruptcy, insolvency or liquidation or any other laws or legal procedures generally affecting the enforcement of creditor's rights or the rights of contracting parties; (e) Assuming the proper deregistration of the Aircraft and any mortgage(s) placed thereon from the Swedish aircraft registry it is not necessary or advisable under the Laws of the State of Registration in order to ensure the validity, effectiveness and enforceability of this Agreement, the Mortgage or the Security Assignment or to protect the property rights of Lessor, Beneficiary, Head Lessor or the Bank in the Aircraft and under the Mortgage and Security Assignment that this Agreement, the Mortgage, the Security Assignment or any other instrument relating thereto be filed, registered or recorded or that any other action be taken under the Laws of the State of Incorporation and the State of Registration to perfect the property rights of Lessor, Head Lessor and the Bank in the Aircraft other than the filing of all such instruments with the Air Authority, the filing of UCC-l financing statements in relevant jurisdictions, and the Mortgage and Security Assignment will have priority in all respects over the claims of all creditors of Lessee in or against the Aircraft, except for Permitted Liens; (f) Under the Laws of the State of Incorporation and the State of Registration Lessee will not be required to make any deduction or withholding from any payment it may make under this Agreement. There is no withholding or other tax to be deducted from any payment to be made by Lessee under this Agreement; (g) There are no suits or legal proceedings (including any administrative proceeding) pending or threatened before any court or administrative agency against Lessee which, if adversely determined, would have a material adverse effect upon its financial condition or business or its ability to perform its obligations hereunder; (h) There has been no material adverse change in the financial position of Lessee or in the consolidated financial position of Lessee and its subsidiaries from that set forth in the financial statements last furnished pursuant to Article 6.4 and neither Lessee nor any of its subsidiaries have any significant liabilities (contingent or otherwise) which are not disclosed by, or reserved against in such financial statements; and (i) The chief executive office (as such term is used in Sections 9-103 and 9-401 of the Uniform Commercial Code) of Lessee is at the date hereof located at Chicago, Illinois, and commencing August 7, 1995 shall be located in Durham, North Carolina and Lessee agrees to give at least 30 days' prior notice to Lessor of any relocation of said chief executive office or place where such records are kept and of any change in its name. 13.5 The representations and warranties in Article 13.4 (other than in clauses (f), RISKS AND OTHER INCIDENTS OF THE COMPANY(g) and (h)) shall be deemed to be repeated by Lessee on and as of each Rent Date as if made with reference to the facts and circumstances existing on each such date. 13.6 Lessor represents, THE SUBSIDIARIES AND THE ASSETSwarrants and covenants that: (a) Lessor is a national banking association duly organized and validly existing in good standing under the laws of the United States of America, qualifies as a "citizen of the United States" within the meaning of Section 40102(a) (15) of Title 49 of the United States Code and has the corporate power and authority to carry on its business as presently conducted and to perform its obligations under this Agreement; if at any time Lessor shall have actual knowledge that it has ceased to qualify as such a citizen, it will, if such citizenship is then necessary to maintain the eligibility of the Aircraft for United States registration, take such action as may be necessary to maintain such United States registration; (b) This Agreement has been duly authorized by all necessary corporate action on the part of Lessor, has been duly entered into and delivered by Lessor in accordance with the Trust Agreement and constitutes the valid, legal and binding obligations of Lessor, enforceable in accordance with their respective terms subject to principles of equity, laws relating to bankruptcy, insolvency or liquidation or any other laws or legal procedures generally affecting the enforcement of creditor's rights or the rights of contracting parties; (c) Neither the execution and delivery nor the consummation of the transactions contemplated hereby nor compliance by Lessor with the provisions of this Agreement will result in any breach of, or constitute any default under, any indenture or any corporate charter, by-law, or other agreement or instrument to which Lessor is a party or by which Lessor or its properties or assets may be bound; and (d) Except for the registration of the Aircraft and the issuance of the licenses described in Article 4.1, neither the execution and delivery nor the consummation of the transactions contemplated hereby nor compliance by Lessor with the provisions of this Agreement requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action in respect of any Government Entity. The representations and warranties contained in clauses (a), (b) and (c) of this Article 13.6 are made by Lessor in its individual capacity. 13.7 Lessor undertakes that, so long as no Event of Default shall have occurred and be continuing, Lessor will not interfere with the peaceful and quiet use and enjoyment of the Aircraft by Lessee in accordance with the terms of this Agreement.

Disclaimer - Representations and Warranties. BUYER 13.1 NEITHER LESSOR, NOR HEAD LESSOR, NOR OWNER PARTICIPANT NOR INDENTURE TRUSTEE NOR LOAN PARTICIPANT IS A MANUFACTURER OF THE AIRCRAFT OR OTHER AIRCRAFT OR A DEALER IN SIMILAR AIRCRAFT AND HAS NOT INSPECTED THE AIRCRAFT PRIOR TO DELIVERY TO AND ACCEPTANCE BY XXXXXX. LESSEE (I) ACKNOWLEDGES AND AGREES THATTHAT THE AIRCRAFT IS BEING DELIVERED BY LESSOR TO LESSEE "AS IS" AND "WHERE IS" AND THAT NO CONDITION, EXCEPT WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER HAS BEEN OR IS GIVEN BY OR IS TO BE IMPLIED ON THE PART OF LESSOR OR ON THE PART OF HEAD LESSOR OR OWNER PARTICIPANT OR INDENTURE TRUSTEE OR LOAN PARTICIPANT IN RELATION TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENTAIRCRAFT, AND (AII) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE AND (B) SELLER, FOR HEREBY WAIVES AS BETWEEN ITSELF AND LESSOR OR ON THE PART OF HEAD LESSOR OR OWNER PARTICIPANT OR INDENTURE TRUSTEE OR LOAN PARTICIPANT ALL ITS AFFILIATESRIGHTS, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE), INCLUDING TO MAKE CLAIMS IN RESPECT OF THE AIRCRAFT RELATING TO THE TITLE, AIRWORTHINESS, VALUE, CONDITION, DESIGN, OPERATION, CONFORMITY TO SAMPLES OR MODELS, COMPLIANCE WITH SPECIFICATIONS, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, QUALITY OF THE MATERIAL OR WORKMANSHIP, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, ABSENCE OF ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, BASED ON STRICT LIABILITY OR NEGLIGENCE, ACTUAL OR IMPUTED, AND LESSEE HEREBY WAIVES ANY OTHER REPRESENTATION OR WARRANTY REGARDING: (I) TITLE, (II) ANY COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE OR ACCOUNTS PAYABLE, (III) ANY CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE COMPANY OR ANY SUBSIDIARY, (IV) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS OR TRANSPORTABILITY OF ANY PRODUCT IN CONNECTION THEREWITH, (V) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE ASSETS OR ANY ENVIRONMENTAL LIABILITY, (VI) ANY FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE ASSETS OR THE MEMBERSHIP INTERESTS, (VII) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIII) THE STATE OF REPAIR OF THE ASSETS, (IX) MERCHANTABILITY OR CONFORMITY TO MODELS, (X) ANY RIGHTS OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (XI) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK INFRINGEMENT, (XII) FITNESS FOR A PARTICULAR PURPOSE, AND (XIII) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES OR DECLINE RATES WITH RESPECT TO ANY OF THE PROPERTIES UPSTREAM OF THE APPLICABLE FACILITIES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, UPSTREAM OF THE APPLICABLE FACILITIES. EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, THE TRANSFERRED INTERESTS (AND THE INDIRECT TRANSFER OF AN INTEREST IN THE ASSETS RESULTING THEREFROM) ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KINDWHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS WITH RESPECT TO THE CONDITIONAIRCRAFT, VALUE IT BEING UNDERSTOOD THAT ALL SUCH RISKS, AS BETWEEN LESSEE AND LESSOR OR QUALITY ON THE PART OF THE COMPANYHEAD LESSOR OR OWNER PARTICIPANT OR INDENTURE TRUSTEE OR LOAN PARTICIPANT, ANY SUBSIDIARY AND THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE)ARE TO BE BORNE BY XXXXXX. Nothing in this Lease shall afford Lessor or any Indemnitee any wider or greater exclusion of liability for death or bodily injury than would be permitted by the Governing Law. This paragraph shall not be modified except by a written agreement signed on behalf of Xxxxxx and Xxxxxx by their respective duly authorized representatives. 13.2 Xxxxxx and Xxxxxx agree that this Article 13 has been the subject of discussion and negotiation and is fully understood by the parties, RISKS AND OTHER INCIDENTS OF THE COMPANYand that the amount of the Rent and other mutual agreements of the parties set forth in this Lease were arrived at in consideration of the provisions of this Article 13 specifically including the waiver by Lessee set forth in Article 13.1. 13.3.1 So long as no Event of Default has occurred and is continuing Lessor agrees to assign or otherwise make available to Lessee for the duration of the Term such rights as Lessor may have under any warranty, THE SUBSIDIARIES AND THE ASSETSexpress or implied, with respect to the Aircraft made by the Manufacturer of the Aircraft, any subcontractor or supplier thereof, or any other seller thereof, to the extent that the same may be assigned or otherwise made available to Lessee and without warranty by Lessor as to enforceability of any of the rights so assigned. To the extent that the same may not be assigned or otherwise made available to Lessee, Xxxxxx agrees to exert its reasonable efforts, at Xxxxxx's expense, to enforce such rights as Lessor may have with respect thereto for the benefit of Lessee; provided however, that upon an Event of Default all such rights shall immediately revert to Lessor including all claims thereunder, whether or not perfected, unless such Event of Default has forthwith been remedied by Xxxxxx. 13.3.2 [Intentionally omitted].

Disclaimer - Representations and Warranties. BUYER 13.1 NEITHER LESSOR, NOR HEAD LESSOR, NOR OWNER PARTICIPANT NOR INDENTURE TRUSTEE NOR LOAN PARTICIPANT IS A MANUFACTURER OF THE AIRCRAFT OR OTHER AIRCRAFT OR A DEALER IN SIMILAR AIRCRAFT AND HAS NOT INSPECTED THE AIRCRAFT PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE. LESSEE (I) ACKNOWLEDGES AND AGREES THATTHAT THE AIRCRAFT IS BEING DELIVERED BY LESSOR TO LESSEE "AS IS" AND "WHERE IS" AND THAT NO CONDITION, EXCEPT WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER HAS BEEN OR IS GIVEN BY OR IS TO BE IMPLIED ON THE PART OF LESSOR OR ON THE PART OF HEAD LESSOR OR OWNER PARTICIPANT OR INDENTURE TRUSTEE OR LOAN PARTICIPANT IN RELATION TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENTAIRCRAFT, AND (AII) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE AND (B) SELLER, FOR HEREBY WAIVES AS BETWEEN ITSELF AND LESSOR OR ON THE PART OF HEAD LESSOR OR OWNER PARTICIPANT OR INDENTURE TRUSTEE OR LOAN PARTICIPANT ALL ITS AFFILIATESRIGHTS, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE), INCLUDING TO MAKE CLAIMS IN RESPECT OF THE AIRCRAFT RELATING TO THE TITLE, AIRWORTHINESS, VALUE, CONDITION, DESIGN, OPERATION, CONFORMITY TO SAMPLES OR MODELS, COMPLIANCE WITH SPECIFICATIONS, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, QUALITY OF THE MATERIAL OR WORKMANSHIP, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, ABSENCE OF ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, BASED ON STRICT LIABILITY OR NEGLIGENCE, ACTUAL OR IMPUTED, AND LESSEE HEREBY WAIVES ANY OTHER REPRESENTATION OR WARRANTY REGARDING: (I) TITLE, (II) ANY COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE OR ACCOUNTS PAYABLE, (III) ANY CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE COMPANY OR ANY SUBSIDIARY, (IV) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS OR TRANSPORTABILITY OF ANY PRODUCT IN CONNECTION THEREWITH, (V) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE ASSETS OR ANY ENVIRONMENTAL LIABILITY, (VI) ANY FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE ASSETS OR THE MEMBERSHIP INTERESTS, (VII) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIII) THE STATE OF REPAIR OF THE ASSETS, (IX) MERCHANTABILITY OR CONFORMITY TO MODELS, (X) ANY RIGHTS OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (XI) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK INFRINGEMENT, (XII) FITNESS FOR A PARTICULAR PURPOSE, AND (XIII) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES OR DECLINE RATES WITH RESPECT TO ANY OF THE PROPERTIES UPSTREAM OF THE APPLICABLE FACILITIES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, UPSTREAM OF THE APPLICABLE FACILITIES. EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, THE TRANSFERRED INTERESTS (AND THE INDIRECT TRANSFER OF AN INTEREST IN THE ASSETS RESULTING THEREFROM) ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KINDWHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS WITH RESPECT TO THE CONDITIONAIRCRAFT, VALUE IT BEING UNDERSTOOD THAT ALL SUCH RISKS, AS BETWEEN LESSEE AND LESSOR OR QUALITY ON THE PART OF THE COMPANYHEAD LESSOR OR OWNER PARTICIPANT OR INDENTURE TRUSTEE OR LOAN PARTICIPANT, ANY SUBSIDIARY AND THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE)ARE TO BE BORNE BY LESSEE. Nothing in this Lease shall afford Lessor or any Indemnitee any wider or greater exclusion of liability for death or bodily injury than would be permitted by the Governing Law. This paragraph shall not be modified except by a written agreement signed on behalf of Lessor and Lessee by their respective duly authorized representatives. 13.2 Lessor and Lessee agree that this Article 13 has been the subject of discussion and negotiation and is fully understood by the parties, RISKS AND OTHER INCIDENTS OF THE COMPANYand that the amount of the Rent and other mutual agreements of the parties set forth in this Lease were arrived at in consideration of the provisions of this Article 13 specifically including the waiver by Lessee set forth in Article 13.1. 13.3.1 So long as no Event of Default has occurred and is continuing Lessor agrees to assign or otherwise make available to Lessee for the duration of the Term such rights as Lessor may have under any warranty, THE SUBSIDIARIES AND THE ASSETSexpress or implied, with respect to the Aircraft made by the Manufacturer of the Aircraft, any subcontractor or supplier thereof, or any other seller thereof, to the extent that the same may be assigned or otherwise made available to Lessee and without warranty by Lessor as to enforceability of any of the rights so assigned. To the extent that the same may not be assigned or otherwise made available to Lessee, Lessor agrees to exert its reasonable efforts, at Lessee's expense, to enforce such rights as Lessor may have with respect thereto for the benefit of Lessee; provided however, that upon an Event of Default all such rights shall immediately revert to Lessor including all claims thereunder, whether or not perfected, unless such Event of Default has forthwith been remedied by Lessee. 13.3.2 [Intentionally omitted]

Disclaimer - Representations and Warranties. BUYER 13.1 NEITHER LESSOR, NOR HEAD LESSOR, NOR OWNER PARTICIPANT NOR INDENTURE TRUSTEE NOR LOAN PARTICIPANT IS A MANUFACTURER OF THE AIRCRAFT OR OTHER AIRCRAFT OR A DEALER IN SIMILAR AIRCRAFT AND HAS NOT INSPECTED THE AIRCRAFT PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE. LESSEE (I) ACKNOWLEDGES AND AGREES THATTHAT THE AIRCRAFT IS BEING DELIVERED BY LESSOR TO LESSEE "AS IS" AND "WHERE IS" AND THAT NO CONDITION, EXCEPT WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER HAS BEEN OR IS GIVEN BY OR IS TO BE IMPLIED ON THE PART OF LESSOR OR ON THE PART OF HEAD LESSOR OR OWNER PARTICIPANT OR INDENTURE TRUSTEE OR LOAN PARTICIPANT IN RELATION TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENTAIRCRAFT, AND (AII) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE AND (B) SELLER, FOR HEREBY WAIVES AS BETWEEN ITSELF AND LESSOR OR ON THE PART OF HEAD LESSOR OR OWNER PARTICIPANT OR INDENTURE TRUSTEE OR LOAN PARTICIPANT ALL ITS AFFILIATESRIGHTS, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE), INCLUDING TO MAKE CLAIMS IN RESPECT OF THE AIRCRAFT RELATING TO THE TITLE, AIRWORTHINESS, VALUE, CONDITION, DESIGN, OPERATION, CONFORMITY TO SAMPLES OR MODELS, COMPLIANCE WITH SPECIFICATIONS, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, QUALITY OF THE MATERIAL OR WORKMANSHIP, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, ABSENCE OF ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, BASED ON STRICT LIABILITY OR NEGLIGENCE, ACTUAL OR IMPUTED, AND LESSEE HEREBY WAIVES ANY OTHER REPRESENTATION OR WARRANTY REGARDING: (I) TITLE, (II) ANY COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE OR ACCOUNTS PAYABLE, (III) ANY CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE COMPANY OR ANY SUBSIDIARY, (IV) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS OR TRANSPORTABILITY OF ANY PRODUCT IN CONNECTION THEREWITH, (V) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE ASSETS OR ANY ENVIRONMENTAL LIABILITY, (VI) ANY FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE ASSETS OR THE MEMBERSHIP INTERESTS, (VII) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIII) THE STATE OF REPAIR OF THE ASSETS, (IX) MERCHANTABILITY OR CONFORMITY TO MODELS, (X) ANY RIGHTS OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (XI) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK INFRINGEMENT, (XII) FITNESS FOR A PARTICULAR PURPOSE, AND (XIII) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES OR DECLINE RATES WITH RESPECT TO ANY OF THE PROPERTIES UPSTREAM OF THE APPLICABLE FACILITIES, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, UPSTREAM OF THE APPLICABLE FACILITIES. EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, THE TRANSFERRED INTERESTS (AND THE INDIRECT TRANSFER OF AN INTEREST IN THE ASSETS RESULTING THEREFROM) ARE BEING TRANSFERRED “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KINDWHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS WITH RESPECT TO THE CONDITIONAIRCRAFT, VALUE IT BEING UNDERSTOOD THAT ALL SUCH RISKS, AS BETWEEN LESSEE AND LESSOR OR QUALITY ON THE PART OF THE COMPANYHEAD LESSOR OR OWNER PARTICIPANT OR INDENTURE TRUSTEE OR LOAN PARTICIPANT, ANY SUBSIDIARY AND THE ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE)ARE TO BE BORNE BY LESSEE. Nothing in this Lease shall afford Lessor or any Indemnitee any wider or greater exclusion of liability for death or bodily injury than would be permitted by the Governing Law. This paragraph shall not be modified except by a written agreement signed on behalf of Lessor and Lessee by their respective duly authorized representatives. 13.2 Lessor and Lessee agree that this Article 13 has been the subject of discussion and negotiation and is fully understood by the parties, RISKS AND OTHER INCIDENTS OF THE COMPANYand that the amount of the Rent and other mutual agreements of the parties set forth in this Lease were arrived at in consideration of the provisions of this Article 13 specifically including the waiver by Lessee set forth in Article 13.1. 13.3.1 So long as no Event of Default has occurred and is continuing Lessor agrees to assign or otherwise make available to Lessee for the duration of the Term such rights as Lessor may have under any warranty, THE SUBSIDIARIES AND THE ASSETSexpress or implied, with respect to the Aircraft made by the Manufacturer of the Aircraft, any subcontractor or supplier thereof, or any other seller thereof, to the extent that the same may be assigned or otherwise made available to Lessee and without warranty by Lessor as to enforceability of any of the rights so assigned. To the extent that the same may not be assigned or otherwise made available to Lessee, Lessor agrees to exert its reasonable efforts, at Lessee's expense, to enforce such rights as Lessor may have with respect thereto for the benefit of Lessee; provided however, that upon an Event of Default all such rights shall immediately revert to Lessor including all claims thereunder, whether or not perfected, unless such Event of Default has forthwith been remedied by Lessee. 13.3.2 [Intentionally omitted].

Disclaimer - Representations and Warranties. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT4, (A) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE AND (B) SELLER, FOR ITSELF AND ITS AFFILIATES, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY REGARDING: (I) TITLE, (II) ANY COSTS, EXPENSES, REVENUES, RECEIPTS, ACCOUNTS RECEIVABLE OR ACCOUNTS PAYABLE, (III) ANY CONTRACTUAL, ECONOMIC OR FINANCIAL INFORMATION AND DATA ASSOCIATED WITH THE COMPANY OR ANY SUBSIDIARYCOMPANY, (IV) THE CONTINUED FINANCIAL VIABILITY OR PRODUCTIVITY OF THE ASSETS OR TRANSPORTABILITY OF ANY PRODUCT IN CONNECTION THEREWITHSYSTEMS, (V) THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE ASSETS SYSTEMS OR ANY ENVIRONMENTAL LIABILITY, (VI) ANY FEDERAL, STATE, LOCAL OR TRIBAL INCOME OR OTHER TAX CONSEQUENCES ASSOCIATED WITH THE MIDSTREAM ASSETS OR THE MEMBERSHIP COMPANY INTERESTS, (VII) THE ABSENCE OF PATENT OR LATENT DEFECTS, (VIII) THE STATE OF REPAIR OF THE ASSETSSYSTEMS, (IX) MERCHANTABILITY OR CONFORMITY TO MODELS, (X) ANY RIGHTS OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES UNDER APPROPRIATE LAWS TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE FINAL PURCHASE PRICE, (XI) FREEDOM FROM PATENTS, COPYRIGHT OR TRADEMARK INFRINGEMENT, (XII) FITNESS FOR A PARTICULAR PURPOSE, AND (XIII) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES OPERATIONAL CAPABILITIES, OR DECLINE RATES CONTRACT OBLIGATIONS WITH RESPECT TO ANY OF THE DEDICATED PROPERTIES UPSTREAM OF WHERE THE APPLICABLE FACILITIESHYDROCARBONS THEREFROM ARE TRANSPORTED THROUGH THE SYSTEMS, OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, UPSTREAM OF TRANSPORTED THROUGH THE APPLICABLE FACILITIESSYSTEMS. EXCEPT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT4, THE TRANSFERRED SELLER’S INTERESTS (AND THE INDIRECT TRANSFER OF AN INTEREST IN THE ASSETS RESULTING THEREFROM) COMPANY ARE BEING TRANSFERRED THROUGH THE SALE OF THE COMPANY INTERESTS “AS IS, WHERE IS, WITH ALL FAULTS,” AND SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES EXPRESSLY DISCLAIM, AND BUYER AND ITS AFFILIATES AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM RELIANCE UPON, ANY OTHER REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION, VALUE OR QUALITY OF THE COMPANY, ANY SUBSIDIARY COMPANY AND THE MIDSTREAM ASSETS OR THE PROSPECTS (FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY, THE SUBSIDIARIES COMPANY AND THE ASSETSSYSTEMS.