Common use of Purchase Procedure; Termination Clause in Contracts

Purchase Procedure; Termination. In connection with the purchase of an Aircraft pursuant to clause (a) above or pursuant to Section 3(e) or 3(f)(i), upon payment to Lessor of all amounts payable hereunder and under the other Operative Documents and provided that no Lease Event of Default has occurred and is continuing, Lessor will transfer to Lessee all of Lessor’s right, title and interest in and to such Aircraft (including any warranties relating thereto and assigned to Lessor pursuant to the relevant Warranty Agreement), in “AS-IS, WHERE-IS” condition, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND EXCEPT AS TO THE ABSENCE OF LESSOR LIENS. THE WARRANTY CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE WILL BE MADE BY LESSOR IN LIEU OF AND IN SUBSTITUTION FOR, AND LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS WITH REGARD TO THE CONDITION OF SUCH AIRCRAFT (INCLUDING SUCH AS TO THE STATE, DESCRIPTION, QUALITY, AIRWORTHINESS, VALUE OR FITNESS OF SUCH AIRCRAFT), AND ALL OBLIGATIONS AND LIABILITIES OF LESSOR HEREUNDER WITH RESPECT TO CONSEQUENTIAL DAMAGES THEREFROM, AND ALL RIGHTS, CLAIMS AND REMEDIES OF LESSEE, EXPRESS OR IMPLIED, ARISING OUT OF LAW OR OTHERWISE WITH RESPECT THERETO THE USE OR OPERATION OF SUCH AIRCRAFT AND ANYTHING GIVEN OR SOUGHT TO BE IMPLIED FROM ANYTHING SAID OR WRITTEN IN THE NEGOTIATIONS BETWEEN THE PARTIES HERETO OR THEIR REPRESENTATIVES PRIOR TO ENTERING INTO THIS AGREEMENT WITH RESPECT THERETO. ANY STATUTORY OR OTHER WARRANTY, CONDITION, DESCRIPTION OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE STATE, QUALITY, AIRWORTHINESS, VALUE OR FITNESS OF SUCH AIRCRAFT IS EXPRESSLY EXCLUDED, INCLUDING BUT NOT LIMITED TO: (AA) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; (BB) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (CC) ANY OBLIGATION OR LIABILITY WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF PATENTS, LICENSES OR THE LIKE, OR ANY OTHER INTELLECTUAL PROPERTY; (DD) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM EACH PARTY’S OR ITS ASSIGNS’ NEGLIGENCE, ACTUAL OR IMPUTED; AND (EE) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO SUCH AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO LESSEE OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF WHATEVER DESCRIPTION. In connection with such transfer, Lessee shall prepare and Lessor shall execute, all in form recordable in the State of Registration, a xxxx of sale evidencing each such transfer, a termination of this Lease with respect to such Aircraft and such other documents (including the discharge of the Lien of the Mortgage with respect to such Aircraft and opinions of counsel) as Lessee may reasonably request, all at the expense of Lessee. Upon a purchase of an Aircraft by Lessee pursuant to Section 5(a) and payment in full of the amounts payable under such Section in respect to such Aircraft, this Lease shall terminate for purposes of such Aircraft.

Purchase Procedure; Termination. In connection with the purchase of an any Aircraft pursuant to clause (a) above or pursuant to Section 3(e) or 3(f)(i)above, upon payment to Lessor Lessee of all amounts payable hereunder and under a sum equal to $ (the other Operative Documents and provided that no Lease Event “Final Payment”) plus the Relevant Value in respect of Default has occurred and is continuingsuch Aircraft on the date of such purchase, Lessor Lessee will transfer to Lessee Sublessee all of LessorLessee’s right, title and interest in and to (and procure the transfer to Sublessee of all Head Lessor’s rights, title and interest in and to) such Aircraft (including without limitation any warranties relating thereto and assigned to Head Lessor pursuant to the relevant Warranty AgreementPurchase Agreement Assignment and the Engine Assignment and including all Manuals and Technical Records), in “AS-IS, WHERE-IS” condition, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND EXCEPT AS TO THE ABSENCE THAT SUCH TRANSFER OF LESSOR TITLE WILL BE FREE AND CLEAR OF ALL LESSEE LIENS. THE WARRANTY CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE WILL BE MADE BY LESSOR LESSEE IN LIEU OF AND IN SUBSTITUTION FOR, AND LESSEE SUBLESSEE HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS WITH REGARD TO THE CONDITION OR TITLE OF SUCH THE RELEVANT AIRCRAFT (INCLUDING SUCH AS TO THE STATE, DESCRIPTION, QUALITY, AIRWORTHINESS, VALUE OR FITNESS OF SUCH AIRCRAFT), AND ALL OBLIGATIONS AND LIABILITIES OF LESSOR LESSEE HEREUNDER WITH RESPECT TO CONSEQUENTIAL DAMAGES THEREFROM, AND ALL RIGHTS, CLAIMS AND REMEDIES OF LESSEESUBLESSEE, EXPRESS OR IMPLIED, ARISING OUT OF LAW OR OTHERWISE WITH RESPECT THERETO THE USE OR OPERATION OF SUCH AIRCRAFT AND ANYTHING GIVEN OR SOUGHT TO BE IMPLIED FROM ANYTHING SAID OR WRITTEN IN THE NEGOTIATIONS BETWEEN THE PARTIES HERETO OR THEIR REPRESENTATIVES PRIOR TO ENTERING INTO THIS AGREEMENT SUBLEASE WITH RESPECT THERETO. ANY STATUTORY OR OTHER WARRANTY, CONDITION, DESCRIPTION OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE STATE, QUALITY, AIRWORTHINESS, VALUE OR FITNESS OF SUCH AIRCRAFT IS EXPRESSLY EXCLUDED, INCLUDING BUT NOT LIMITED TO: (AA) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; (BB) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (CC) ANY OBLIGATION OR LIABILITY WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF PATENTS, LICENSES OR THE LIKE, OR ANY OTHER INTELLECTUAL PROPERTY; (DD) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM EACH PARTY’S OR ITS ASSIGNS’ NEGLIGENCE, ACTUAL OR IMPUTED; AND (EE) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO SUCH THE AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO LESSEE SUBLESSEE OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF WHATEVER DESCRIPTION. In connection with such transfer, Lessee Sublessee shall prepare and Lessor Lessee shall execute, all in form recordable in the State Government of RegistrationRegistry, a xxxx of sale evidencing each such transfer, a termination of this Lease Sublease with respect to such Aircraft and such other documents (including the discharge of the Lien of the Mortgage with respect to such Aircraft and opinions of counsel) as Lessee Sublessee may reasonably request, including without limitation the termination of any international interests and related assignments of associated rights on the International Registry, all at the expense of LesseeSublessee. Upon a purchase of an the Aircraft by Lessee Sublessee pursuant to Section 5(a) ), this Sublease and payment the Head Lease shall terminate. Nothing set forth above shall affect or otherwise prejudice any rights or remedies which Sublessee may have under or in full respect of any representations or warranties of the amounts payable under such Section in respect to such AircraftManufacturer, this Lease shall terminate for purposes of such Aircraft.Engine

Purchase Procedure; Termination. In connection with the purchase of an the Aircraft pursuant to clause (aa)(i) above or pursuant to Section 3(eand (ii) or 3(f)(i)above, upon payment to the Lessor of all amounts payable hereunder and under the other Operative Documents Purchase Option Price or the Voluntary Purchase Option Price (as applicable) and provided that no the Lessee shall have simultaneously exercised the purchase option with respect to each Related Aircraft pursuant to and in accordance with Section 5(a)(i) or (ii) of each Related Lease Event and, in connection therewith, has paid in full all Related Secured Obligations in respect of Default has occurred and is continuingeach Related Aircraft, the Lessor will transfer to the Lessee all of the Lessor’s right, title and interest in and to such the Aircraft (including any warranties relating thereto and assigned to the Lessor pursuant to the relevant Airframe Warranties Agreement and the Engine Warranty Agreement), in “AS-IS, WHERE-IS” condition, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND EXCEPT AS TO THE ABSENCE OF LESSOR LIENSKIND. THE WARRANTY CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE WILL BE MADE BY LESSOR IN LIEU OF AND IN SUBSTITUTION FOR, AND LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS WITH REGARD TO THE CONDITION OR TITLE OF SUCH THE AIRCRAFT (INCLUDING SUCH AS TO THE STATE, DESCRIPTION, QUALITY, AIRWORTHINESS, VALUE AIRWORTHINESS OR FITNESS OF SUCH THE AIRCRAFT), AND ALL OBLIGATIONS AND LIABILITIES OF THE LESSOR HEREUNDER WITH RESPECT TO CONSEQUENTIAL DAMAGES THEREFROM, AND ALL RIGHTS, CLAIMS AND REMEDIES OF LESSEE, EXPRESS OR IMPLIED, ARISING OUT OF LAW OR OTHERWISE WITH RESPECT THERETO THE USE OR OPERATION OF SUCH THE AIRCRAFT AND ANYTHING GIVEN OR SOUGHT TO BE IMPLIED FROM ANYTHING SAID OR WRITTEN IN THE NEGOTIATIONS BETWEEN THE PARTIES HERETO OR THEIR REPRESENTATIVES PRIOR TO ENTERING INTO THIS AGREEMENT WITH RESPECT THERETO. ANY STATUTORY OR OTHER WARRANTY, CONDITION, DESCRIPTION OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE STATE, QUALITY, AIRWORTHINESS, VALUE AIRWORTHINESS OR FITNESS OF SUCH THE AIRCRAFT IS EXPRESSLY EXCLUDED, INCLUDING BUT NOT LIMITED TO: (AAi) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; (BBii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (CCiii) ANY OBLIGATION OR LIABILITY WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF PATENTS, LICENSES OR THE LIKE, OR ANY OTHER INTELLECTUAL PROPERTY; (DDiv) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM EACH PARTY’S OR ITS ASSIGNS’ NEGLIGENCE, ACTUAL OR IMPUTED; AND (EEv) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO SUCH THE AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO LESSEE OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF WHATEVER DESCRIPTION. In connection with such transfer, the Lessee shall prepare and the Lessor shall execute, all in form recordable in the State Government of RegistrationRegistry, a xxxx bxxx of sale evidencing each such transfer, a the termination of this Lease with respect to such Aircraft and such other documents (including the discharge of the Lien of the Mortgage Aircraft Security Documents with respect to such Aircraft and opinions of counselthe Aircraft) as the Lessee may reasonably request, all at the expense of the Lessee. Upon a purchase of an the Aircraft by the Lessee pursuant to and in accordance with Sections 5(a) and (b) of this Lease and Section 5(a) and payment in full of the amounts payable under such Section in respect to such Aircrafteach Related Lease, this Lease shall terminate for purposes of such Aircraftterminate.

Purchase Procedure; Termination. In connection with the purchase of an the Aircraft pursuant to clause (a) above or pursuant to Section 3(e) or 3(f)(i), upon payment to Lessor of all amounts payable hereunder and under the other Operative Documents and provided that no Lease Event of Default has occurred and is continuing, Lessor will transfer to Lessee all of Lessor’s right, title and interest in and to such the Aircraft (including any warranties relating thereto and assigned to Lessor pursuant to the relevant Warranty Agreement), in “AS-IS, WHERE-IS” condition, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND EXCEPT AS TO THE ABSENCE OF LESSOR LIENS. THE WARRANTY CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE WILL BE MADE BY LESSOR IN LIEU OF AND IN SUBSTITUTION FOR, AND LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS WITH REGARD TO THE CONDITION OF SUCH THE AIRCRAFT (INCLUDING SUCH AS TO THE STATE, DESCRIPTION, QUALITY, AIRWORTHINESS, VALUE OR FITNESS OF SUCH THE AIRCRAFT), AND ALL OBLIGATIONS AND LIABILITIES OF LESSOR HEREUNDER WITH RESPECT TO CONSEQUENTIAL DAMAGES THEREFROM, AND ALL RIGHTS, CLAIMS AND REMEDIES OF LESSEE, EXPRESS OR IMPLIED, ARISING OUT OF LAW OR OTHERWISE WITH RESPECT THERETO THE USE OR OPERATION OF SUCH THE AIRCRAFT AND ANYTHING GIVEN OR SOUGHT TO BE IMPLIED FROM ANYTHING SAID OR WRITTEN IN THE NEGOTIATIONS BETWEEN THE PARTIES HERETO OR THEIR REPRESENTATIVES PRIOR TO ENTERING INTO THIS AGREEMENT WITH RESPECT THERETO. ANY STATUTORY OR OTHER WARRANTY, CONDITION, DESCRIPTION OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE STATE, QUALITY, AIRWORTHINESS, VALUE OR FITNESS OF SUCH THE AIRCRAFT IS EXPRESSLY EXCLUDED, INCLUDING BUT NOT LIMITED TO: (AA) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; (BB) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (CC) ANY OBLIGATION OR LIABILITY WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF PATENTS, LICENSES OR THE LIKE, OR ANY OTHER INTELLECTUAL PROPERTY; (DD) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM EACH PARTY’S OR ITS ASSIGNS’ NEGLIGENCE, ACTUAL OR IMPUTED; AND (EE) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO SUCH THE AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO LESSEE OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF WHATEVER DESCRIPTION. In connection with such transfer, Lessee shall prepare and Lessor shall execute, all in form recordable in the State of Registration, a xxxx of sale evidencing each such transfer, a termination of this Lease with respect to such the Aircraft and such other documents (including the discharge of the Lien of the Mortgage with respect to such the Aircraft and opinions of counsel) as Lessee may reasonably request, all at the expense of Lessee. Upon a purchase of an the Aircraft by Lessee pursuant to Section 5(a) and payment in full of the amounts payable under such Section in respect to such the Aircraft, this Lease shall terminate for purposes of such the Aircraft.