Common use of Lessor’s Conditions Precedent Clause in Contracts

Lessor’s Conditions Precedent. (a) Lessor’s obligation to deliver and to lease the Aircraft to Lessee hereunder shall be subject to satisfaction of each of the following conditions precedent. (1) All of the representations and warranties of Lessee set forth in Section 14.1 hereof shall be true and correct in all material respects as of the date hereof and as of the Delivery Date. (2) Lessor shall have received, on or before the Delivery Date, all of the following, all of which shall be in form and substance satisfactory to Lessor: (A) The Lessee Guaranty, in the form attached as Appendix I, as executed by Lessee Guarantor; (B) a certificate of insurance issued by the insurer or broker for Lessee (or Lessee’s operator) evidencing compliance with the insurance provisions of Section 11 hereof; (C) the Technical Acceptance Certificate in the form of Appendix D, executed and delivered by an authorized representative of Lessee; and (D) the Lease Supplement, executed and delivered by an authorized representative of Lessee. Initials: ABX:__________ DHL:__________ (3) No loss or destruction to the Aircraft shall have occurred, except to the extent covered by insurance with respect to the Aircraft. (4) Lessee shall have made payment of the first installment of Basic Rent pursuant to Section 4.2 hereof. (5) An Event of Default shall not have occurred and be continuing pursuant to (and as defined by) any of the Other Lease Agreements. (6) Assuming that the Aircraft is registered in the United States, Lessee shall have (a) delivered to Special FAA Counsel its original signature for this Agreement and the Lease Supplement and (b) irrevocably authorized and instructed Special FAA Counsel to file original counterparts of this Agreement and the Lease Supplement with the FAA for recordation upon satisfaction of the conditions precedent set forth in Section 2.2 hereof. If the Aircraft is not registered in the United States, Lessee shall have taken all required steps to file or register this Agreement with the applicable Aviation Authority. (7) Assuming that the Aircraft is registered in the United States, Lessee shall have (a) taken all required steps to appoint Special FAA Counsel as its Professional User Entity for purposes of registering its international interest under this Agreement with the International Registry and (b) irrevocably authorized and instructed Special FAA Counsel to register such international interest with the International Registry upon satisfaction of the conditions precedent set forth in Section 2.2 hereof. If the Aircraft is not registered in the United States, Lessee nevertheless shall have taken all required steps to register the international interest under this Agreement with the International Registry. Notwithstanding the foregoing, Lessee shall be required to satisfy the provisions of this Section 2.1(a)(7) only to the extent required by Lessor’s Lender or as required by applicable Law. (8) Lessee shall have delivered to Lessor the Lease Termination Documents (unless Lessor elects to accept such documents after Delivery pursuant to Section 3.10 hereof). (9) Lessee and ABX shall have executed the Amended and Restated ATSA. (b) If due to Lessee’s failure to satisfy any of the above conditions precedent under this Section 2.1 (and expressly not including a failure of Lessor or the Aircraft to conform to the requirements of Section 2.2 hereof) the Aircraft shall not have been delivered to and accepted by Lessee within thirty (30) days after the Anticipated Delivery Date, then Lessor shall have the right (but not the obligation) to terminate this Agreement by giving notice to Lessee to that effect, with such notice of termination taking effect immediately. Upon such a termination occurring, neither party hereto shall have any further obligation to the other with respect to the Aircraft. Initials: ABX:__________ DHL:__________

Lessor’s Conditions Precedent. (a) Lessor’s 's obligation to deliver and to lease the Aircraft to Lessee hereunder shall be subject to satisfaction of each of the following conditions precedent.: (1a) All of the representations and warranties of Lessee set forth in Section 14.1 hereof shall be true and correct in all material respects as of the date hereof and as of the Delivery Date. (2b) Lessor shall have acquired good and marketable title to the Aircraft free and clear of all liens pursuant to the terms and conditions of the Purchase Agreement. (c) No material adverse change in the affairs or finances of Lessee shall have occurred since the date of the most recent financial statements of Lessee delivered to Lessor. (d) Lessor shall have approved the results of tax lien, judgment, litigation and UCC searches and credit and trade reference checks performed with respect to Lessee. (e) Lessor shall have received, on or before the Delivery Date, all of the following, all of which shall be in form and substance reasonably satisfactory to Lessor: (i) a certificate of an officer of Lessee certifying: (A) The the names and true signatures of the incumbent officers of Lessee Guaranty, in authorized to sign this Agreement and the form attached as Appendix I, as executed by Lessee Guarantorother Lease Documents; (B) the duly adopted board resolution of Lessee approving and authorizing the execution, delivery and performance of this Agreement and the other Lease Documents, any related agreements and all transactions contemplated herein or therein (a copy of which shall be attached to such certificate); (C) that the representations and warranties contained in Section 14.1 hereof are true and accurate on and as of the Delivery Date; and (D) no Default, Event of Default or Total Loss has occurred and is continuing. (ii) a certificate of insurance issued by the insurer or broker for Lessee (or Lessee’s operator) evidencing compliance with the insurance provisions of Section 11 hereof; (iii) the fully-executed Lease Supplement, Tax Indemnity Agreement, Assignment of Engine Maintenance Agreement (if the Engine Maintenance Agreement has been executed and delivered as of Delivery) and the other Lease Documents; (iv) a copy of Lessee's air carrier certificate issued by the FAA; (v) a copy of Lessee's FAA-approved maintenance program; (vi) the completed Year 2000 Questionnaire sent by Lessor to Lessee; (vii) the fully-executed Other Lease Agreement; (viii) the fully-executed Aircraft Purchase Agreement dated as of the date hereof between Seller, as seller, and Lessor, as buyer, regarding the purchase and sale of the Other Aircraft; (ix) the payment of the first month's Basic Rent; and (x) a legal opinion addressed to Lessor and dated as of the Delivery Date, issued by Pearl Professional Corporation, the general counsel of Lessee and/or a separate firm of attorneys reasonably acceptable to Lessor, to the effect that: (A) Lessee is duly incorporated, is validly existing as a corporation in good standing under the laws of its formation, and has full corporate power and authority to carry on its business in which it is presently engaged and to perform its obligations under the Lease Documents; (B) the execution and delivery of the Lease Documents to which Lessee is a party, the consummation by Lessee of the transactions therein contemplated and compliance by Lessee with the terms and provisions thereof do not and will not result in the violation of the provisions of the articles of incorporation or the by-laws of Lessee as in effect on the date of such opinion; and do not and will not conflict with or result in a breach of any terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon, any property or assets of Lessee under any indenture, mortgage, or other agreement or instrument to which Lessee is a party or by which it or any of its properties are or may be bound, or any existing applicable law, rule or regulation, or any judgment , order or decree then in effect, of any government, governmental instrumentality or court having jurisdiction over Lessee or any of its activities or properties; (C) the Technical Acceptance Certificate in the form of Appendix DLease Documents to which Lessee is a party have each been duly authorized, executed and delivered by an authorized representative Lessee, and each such instrument is a legal, valid, enforceable and binding obligation of Lessee, except as encorceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application affecting the enforcement of creditors' rights; (D) except for any filing or recording that may be required under the Federal Aviation Act (and except such other filings or recordings as Lessee's counsel shall specify have been duly effected), no filing or recording of any instrument or document (including the filing of any financing statement) is necessary under the laws of the United States or of the State of Indiana in order for the Agreement to constitute a valid and perfected lease of record relating to the Aircraft; (E) except as disclosed in the opinion, there are no suits or proceedings pending or, to the knowledge of such counsel, threatened against Lessee in any court or before any regulatory commission, board or other administrative governmental agency against or affecting Lessee, which if determined adversely to Lessee would have a material adverse effect on the financial condition or business of Lessee or the performance by it of its obligations under the Lease Documents; (F) Lessee holds all licenses, certificates and permits from applicable governmental authorities in the United States necessary for the conduct of its business as a Certificated Air Carrier; (G) no authorization, approval, consent, license or order of, or registration with, or the giving of notice to any Governmental Entity is required for the valid authorization, execution, delivery and performance by Lessee of the Lease Documents to which it is a party, except for any filings or recordings with the FAA; and (DH) the Lease Supplement, executed and delivered by an authorized representative of Lessee. Initials: ABX:__________ DHL:__________ (3The Aircraft is "equipment" as described in Section 1110(a)(2)(A) No loss or destruction to the Aircraft shall have occurred, except to the extent covered by insurance with respect to the Aircraft. (4) Lessee shall have made payment of the first installment of Basic Rent pursuant to Section 4.2 hereof. (5) An Event of Default shall not have occurred and be continuing pursuant to (and as defined by) any of the Other Lease Agreements. (6) Assuming that the Aircraft is registered in the United States, Lessee shall have (a) delivered to Special FAA Counsel its original signature for this Agreement and the Lease Supplement and (b) irrevocably authorized and instructed Special FAA Counsel to file original counterparts of this Agreement and the Lease Supplement with the FAA for recordation upon satisfaction of the conditions precedent set forth in Section 2.2 hereofStates Bankruptcy Code. If the Aircraft is not registered in the United States, Lessee shall have taken all required steps to file or register this Agreement with the applicable Aviation Authority. for any reason (7) Assuming that the Aircraft is registered in the United States, Lessee shall have (a) taken all required steps to appoint Special FAA Counsel as its Professional User Entity for purposes of registering its international interest under this Agreement with the International Registry and (b) irrevocably authorized and instructed Special FAA Counsel to register such international interest with the International Registry upon satisfaction of the conditions precedent set forth in Section 2.2 hereof. If the Aircraft is not registered in the United States, Lessee nevertheless shall have taken all required steps to register the international interest under this Agreement with the International Registry. Notwithstanding the foregoing, Lessee shall be required to satisfy the provisions of this Section 2.1(a)(7) only to the extent required by Lessor’s Lender or as required by applicable Law. (8) Lessee shall have delivered to Lessor the Lease Termination Documents (unless Lessor elects to accept such documents after Delivery pursuant to Section 3.10 hereof). (9) Lessee and ABX shall have executed the Amended and Restated ATSA. (b) If due to including Lessee’s 's failure to satisfy any of the above conditions precedent under this Section 2.1 (and expressly 2.1, but not including a failure of Lessor or the Aircraft to conform to the requirements of Section 2.2 hereof) the Aircraft shall not have been delivered to and accepted by Lessee within thirty (30) days after the Anticipated Delivery Date, then Lessor shall have the right (but not the obligation) to terminate this Agreement by giving notice to Lessee to that effect, with such notice of termination taking effect immediately. Upon such a termination occurring, whereupon neither party hereto Lessee nor Lessor shall have any further obligation to the other with respect to the Aircraft. Initials: ABX:__________ DHL:__________obligations under this Agreement.

Lessor’s Conditions Precedent. (a) Lessor’s obligation to deliver and to lease the Aircraft to Lessee hereunder shall be subject to satisfaction of each of the following conditions precedent. (1) All of the representations and warranties of Lessee set forth in Section 14.1 hereof shall be true and correct in all material respects as of the date hereof and as of the Delivery Date. (2) Lessor shall have received, on or before the Delivery Date, all of the following, all of which shall be in form and substance satisfactory to Lessor: (A) The Lessee Guaranty, in the form attached as Appendix I, as executed by Lessee Guarantor; (B) a certificate of insurance issued by the insurer or broker for Lessee (or Lessee’s operator) evidencing compliance with the insurance provisions of Section 11 hereof; (C) the Technical Acceptance Certificate in the form of Appendix D, executed and delivered by an authorized representative of Lessee; and (D) the Lease Supplement, executed and delivered by an authorized representative of Lessee. Initials: ABX:__________ DHL:__________. (3) No loss or destruction to the Aircraft shall have occurred, except to the extent covered by insurance with respect to the Aircraft. (4) Lessee shall have made payment of the first installment of Basic Rent pursuant to Section 4.2 hereof. (5) An Event of Default shall not have occurred and be continuing pursuant to (and as defined by) any of the Other Lease Agreements.. AIRCRAFT LEASE AGREEMENT 7 MSN (6) Assuming that the Aircraft is registered in the United States, Lessee shall have (a) delivered to Special FAA Counsel its original signature for this Agreement and the Lease Supplement and (b) irrevocably authorized and instructed Special FAA Counsel to file original counterparts of this Agreement and the Lease Supplement with the FAA for recordation upon satisfaction of the conditions precedent set forth in Section 2.2 hereof. If the Aircraft is not registered in the United States, Lessee shall have taken all required steps to file or register this Agreement with the applicable Aviation Authority. (7) Assuming that the Aircraft is registered in the United States, Lessee shall have (a) taken all required steps to appoint Special FAA Counsel as its Professional User Entity for purposes of registering its international interest under this Agreement with the International Registry and (b) irrevocably authorized and instructed Special FAA Counsel to register such international interest with the International Registry upon satisfaction of the conditions precedent set forth in Section 2.2 hereof. If the Aircraft is not registered in the United States, Lessee nevertheless shall have taken all required steps to register the international interest under this Agreement with the International Registry. Notwithstanding the foregoing, Lessee shall be required to satisfy the provisions of this Section 2.1(a)(72.1(a)(8) only to the extent required by Lessor’s Lender or as required by applicable Law. (8) Lessee shall have delivered to Lessor the Lease Termination Documents (unless Lessor Lessee elects to accept such documents after Delivery pursuant to Section 3.10 hereof). (9) Lessee and ABX shall have executed the Amended and Restated ATSA. (b) If due to Lessee’s failure to satisfy any of the above conditions precedent under this Section 2.1 (and expressly not including a failure of Lessor or the Aircraft to conform to the requirements of Section 2.2 hereof) the Aircraft shall not have been delivered to and accepted by Lessee within thirty (30) days after the Anticipated Delivery Date, then Lessor shall have the right (but not the obligation) to terminate this Agreement by giving notice to Lessee to that effect, with such notice of termination taking effect immediately. Upon such a termination occurring, Lessor shall be entitled to retain the amount of the Basic Rent Credit to compensate it for the loss of a bargain (and not as a penalty), and neither party hereto shall have any further obligation to the other with respect to the Aircraft. Initials: ABX:__________ DHL:__________.

Lessor’s Conditions Precedent. (a) 2.1.1. Lessor’s obligation to deliver and to lease the Aircraft to Lessee hereunder shall will be subject to satisfaction of each of the following conditions precedent.precedent (or waiver by Lessor): (1a) All of the representations and warranties of Lessee set forth in Section 14.1 hereof shall will be true and correct in all material respects as of the date hereof Effective Date and as of the Delivery Date. (2b) Lessor shall will have received, on or before the Delivery Date, all of the following, all of which shall will be in form and substance satisfactory to Lessor: (Ai) The Lessee Guaranty, in the form attached as Appendix I, Guaranty as executed by Lessee Guarantor; (Bii) a certificate of insurance issued by the insurer or broker for Lessee (or Lessee’s sublessee/operator) evidencing compliance with the insurance provisions of Section 11 hereof11; (Ciii) the Technical Acceptance Certificate in the form of Appendix D, as executed and delivered by an authorized representative of Lessee; and (Div) the Lease Supplement, executed and delivered by an authorized representative of Lessee. Initials: ABX:__________ DHL:__________. (3c) No loss or destruction to the Aircraft shall will have occurred, except to the extent covered by insurance with respect to the Aircraft. (4d) Lessee shall will have made payment of the first installment of Basic Rent pursuant to in accordance with Section 4.2 hereof4.2. (5e) An A Lessee Event of Default shall will not have occurred and be continuing pursuant to (and as defined by) under any of the Other Lease Agreements (as defined by the Other Lease Agreements). (6f) Assuming that the Aircraft is registered in the United States, Lessee shall have will have: (a) delivered to Special FAA Counsel its original signature for this Agreement and the Lease Supplement Supplement; and (b) irrevocably authorized and instructed Special FAA Counsel to file original counterparts of this Agreement and the Lease Supplement with the FAA (excluding the financial terms which will be “intentionally left blank for FAA filing purposes”) for recordation upon satisfaction or waiver of the conditions precedent set forth in Section 2.2 hereof2.2. If the Aircraft is not registered in the United States, Lessee shall will have taken all required steps to file or register this Agreement with the applicable Aviation AuthorityAuthority to the extent permitted by Law (excluding the financial terms to the extent not prohibited by Law). (7g) Assuming that the Aircraft is registered in the United States, Lessee shall have will have: (a) taken all required steps to appoint Special FAA Counsel as its Professional User Entity for purposes of registering its international interest under this Agreement with the International Registry Registry; and (b) irrevocably authorized and instructed Special FAA Counsel to register such international interest with the International Registry upon satisfaction or waiver of the conditions precedent set forth in Section 2.2 hereof2.2. If the Aircraft is not registered in the United States, Lessee nevertheless shall will have taken all required steps to register the international interest under this Agreement with the International Registry. Notwithstanding Registry to the foregoing, Lessee shall be required extent necessary to satisfy the provisions of this Section 2.1(a)(72.1.1(g) only to the extent required by Lessor’s Lender or as required by applicable Law. (8) Lessee shall have delivered to Lessor the Lease Termination Documents (unless Lessor elects to accept such documents after Delivery pursuant to Section 3.10 hereof). (9) Lessee and ABX shall have executed the Amended and Restated ATSA. (b) 2.1.2. If due to Lessee’s failure to satisfy any of the above conditions precedent under this Section 2.1 (and expressly not including excluding a failure of Lessor or the Aircraft to conform to the requirements of Section 2.2 hereof2.2) the Aircraft shall will not have been delivered to and accepted by Lessee within thirty (30) 30 days after the Anticipated Delivery Date, then Lessor shall will have the right (but not the obligation) to terminate this Agreement by giving upon notice to Lessee to that effect, with such notice and this Agreement will be of termination taking no further force or effect immediately. Upon such a termination occurring, and neither party hereto shall Party will have any further obligation to the other with respect to the Aircraft. Initials: ABX:__________ DHL:__________.

Lessor’s Conditions Precedent. (a) Lessor’s obligation to deliver and to lease the Aircraft to Lessee hereunder shall be subject to satisfaction of each of the following conditions precedent. (1) All of the representations and warranties of Lessee set forth in Section 14.1 hereof shall be true and correct in all material respects as of the date hereof and as of the Delivery Date. (2) Lessor shall have received, on or before the Delivery Date, all of the following, all of which shall be in form and substance satisfactory to Lessor: MSN Initials: ABX: DHL: (A) The Lessee Guaranty, in the form attached as Appendix I, as executed by Lessee Guarantor; (B) a certificate of insurance issued by the insurer or broker for Lessee (or Lessee’s operator) evidencing compliance with the insurance provisions of Section 11 hereof; (C) the Technical Acceptance Certificate in the form of Appendix D, executed and delivered by an authorized representative of Lessee; and (D) the Lease Supplement, executed and delivered by an authorized representative of Lessee. Initials: ABX:__________ DHL:__________. (3) No loss or destruction to the Aircraft shall have occurred, except to the extent covered by insurance with respect to the Aircraft. (4) Lessee shall have made payment of the first installment of Basic Rent pursuant to Section 4.2 hereof. (5) An Event of Default shall not have occurred and be continuing pursuant to (and as defined by) any of the Other Lease Agreements. (6) Assuming that the Aircraft is registered in the United States, Lessee shall have (a) delivered to Special FAA Counsel its original signature for this Agreement and the Lease Supplement and (b) irrevocably authorized and instructed Special FAA Counsel to file original counterparts of this Agreement and the Lease Supplement with the FAA for recordation upon satisfaction of the conditions precedent set forth in Section 2.2 hereof. If the Aircraft is not registered in the United States, Lessee shall have taken all required steps to file or register this Agreement with the applicable Aviation Authority. (7) Assuming that the Aircraft is registered in the United States, Lessee shall have (a) taken all required steps to appoint Special FAA Counsel as its Professional User Entity for purposes of registering its international interest under this Agreement with the International Registry and (b) irrevocably authorized and instructed Special FAA Counsel to register such international interest with the International Registry upon satisfaction of the conditions precedent set forth in Section 2.2 hereof. If the Aircraft is not registered in the United States, Lessee nevertheless shall have taken all required steps to register the international interest under this Agreement with the International Registry. Notwithstanding the foregoing, Lessee shall be required to satisfy the provisions of this Section 2.1(a)(7) only to the extent required by Lessor’s Lender or as required by applicable Law.. MSN Initials: ABX: DHL: (8) Lessee shall have delivered to Lessor the Lease Termination Documents (unless Lessor elects to accept such documents after Delivery pursuant to Section 3.10 hereof). (9) IAI shall have completed the IAI PTF Cargo Conversion and shall have re-delivered the Aircraft to Lessor upon such completion, and the Aircraft shall be ready for revenue service. (10) Lessee and ABX shall have executed the Amended ABX Air Transportation Services Agreement. (11) Lessee and Restated ATSAABX shall have executed the ACMI Termination Agreement. (b) If due to Lessee’s failure to satisfy any of the above conditions precedent under this Section 2.1 (and expressly not including a failure of Lessor or the Aircraft to conform to the requirements of Section 2.2 hereof) the Aircraft shall not have been delivered to and accepted by Lessee within thirty (30) days after the Anticipated Delivery Date, then Lessor shall have the right (but not the obligation) to terminate this Agreement by giving notice to Lessee to that effect, with such notice of termination taking effect immediately. Upon such a termination occurring, neither party hereto shall have any further obligation to the other with respect to the Aircraft. Initials: ABX:__________ DHL:__________.

Lessor’s Conditions Precedent. (a) Lessor’s obligation to deliver and to lease the Aircraft to Lessee hereunder shall be subject to satisfaction of each of the following conditions precedent. (1) All of the representations and warranties of Lessee set forth in Section 14.1 hereof shall be true and correct in all material respects as of the date hereof and as of the Delivery Date. (2) Lessor shall have received, on or before the Delivery Date, all of the following, all of which shall be in form and substance satisfactory to Lessor: (A) The Lessee Guaranty, in the form attached as Appendix I, as executed by Lessee Guarantor;; AIRCRAFT LEASE AGREEMENT 7 MSN (B) a certificate of insurance issued by the insurer or broker for Lessee (or Lessee’s operator) evidencing compliance with the insurance provisions of Section 11 hereof; (C) the Technical Acceptance Certificate in the form of Appendix D, executed and delivered by an authorized representative of Lessee; and (D) the Lease Supplement, executed and delivered by an authorized representative of Lessee. Initials: ABX:__________ DHL:__________. (3) No loss or destruction to the Aircraft shall have occurred, except to the extent covered by insurance with respect to the Aircraft. (4) Lessee shall have made payment of the first installment of Basic Rent pursuant to Section 4.2 hereof. (5) An Event of Default shall not have occurred and be continuing pursuant to (and as defined by) any of the Other Lease Agreements. (6) Assuming that the Aircraft is registered in the United States, Lessee shall have (a) delivered to Special FAA Counsel its original signature for this Agreement and the Lease Supplement and (b) irrevocably authorized and instructed Special FAA Counsel to file original counterparts of this Agreement and the Lease Supplement with the FAA for recordation upon satisfaction of the conditions precedent set forth in Section 2.2 hereof. If the Aircraft is not registered in the United States, Lessee shall have taken all required steps to file or register this Agreement with the applicable Aviation Authority. (7) Assuming that the Aircraft is registered in the United States, Lessee shall have (a) taken all required steps to appoint Special FAA Counsel as its Professional User Entity for purposes of registering its international interest under this Agreement with the International Registry and (b) irrevocably authorized and instructed Special FAA Counsel to register such international interest with the International Registry upon satisfaction of the conditions precedent set forth in Section 2.2 hereof. If the Aircraft is not registered in the United States, Lessee nevertheless shall have taken all required steps to register the international interest under this Agreement with the International Registry. Notwithstanding the foregoing, Lessee shall be required to satisfy the provisions of this Section 2.1(a)(7) only to the extent required by Lessor’s Lender or as required by applicable Law. (8) Lessee shall have delivered to Lessor the Lease Termination Documents (unless Lessor elects to accept such documents after Delivery pursuant to Section 3.10 hereof). (9) The Aircraft shall be ready for revenue service. AIRCRAFT LEASE AGREEMENT 8 MSN (10) Lessee and ABX shall have executed the Amended ABX Air Transportation Services Agreement. (11) Lessee and Restated ATSAABX shall have executed the ACMI Termination Agreement. (b) If due to Lessee’s failure to satisfy any of the above conditions precedent under this Section 2.1 (and expressly not including a failure of Lessor or the Aircraft to conform to the requirements of Section 2.2 hereof) the Aircraft shall not have been delivered to and accepted by Lessee within thirty (30) days after the Anticipated Delivery Date, then Lessor shall have the right (but not the obligation) to terminate this Agreement by giving notice to Lessee to that effect, with such notice of termination taking effect immediately. Upon such a termination occurring, Lessor shall be entitled to retain the amount of the Basic Rent Credit to compensate it for the loss of a bargain (and not as a penalty) and neither party hereto shall have any further obligation to the other with respect to the Aircraft. Initials: ABX:__________ DHL:__________.