Common use of Representation and Warranties Clause in Contracts

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is duly organized and validly existing as a German public law banking institution under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branch; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a joint stock corporation with limited liability duly organized and validly existing as a German public law banking institution under the laws of the State of North Rhine-Westphalia Japan and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUS Airways, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalSpirit, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a national banking association duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia United States and is duly qualified licensed to conduct banking and trust business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, with any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalNorthwest, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a bank duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia organization and is duly qualified to conduct banking business in the State of New York through its New York Branchbranch; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Each of the Depositary and the Escrow Agent hereby represents and warrants (as to Continentalitself only) to Midway, the Escrow Subordination Agent, the Pass Through Trustee and Trustee, the Paying Agent and to each other that: (a) it is a bank duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia organization and is duly qualified to conduct banking business in the United States and the State of New York through its New York BranchNorth Carolina (in the case of the Depositary) and the State of Delaware (in the case of the Escrow Agent); (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary or the Escrow Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAtlas, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a bank duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia organization and is duly qualified to conduct banking business in the State of New York through its New York Branch; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and; (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement; and (g) the Depositary will make all payments under this Agreement from its own funds and not from funds provided by, or on deposit from, Atlas or any of Atlas' subsidiaries.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUS Airways, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 – Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended September 30, 2011 plus any relevant 8-K filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a national banking association duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia United States and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAtlas, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is duly organized and validly existing as a German public law banking institution under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branch; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and; (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement; and (g) the Depositary will make all payments under this Agreement from its own funds and not from funds provided by, or on deposit from, Atlas or any of Atlas' subsidiaries.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, (i) any United States federal or state governmental authority or regulatory body or (ii) any court or governmental authority of France or any political subdivision thereof, is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia organization and is duly qualified to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby Parties represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it It is a duly organized and company/business entity/entity validly existing as a German public law banking institution under the laws of where it is incorporated/established, and has experience, expertise, ability and skills as required to perform the State of North Rhine-Westphalia obligations as detailed in this MoU and is duly qualified as may be necessary to conduct banking business perform its obligations hereunder in the State of New York through its New York Branch;a professional manner. (b) it It has full all the requisite power, authority and legal right to conduct its business and operations as currently conducted and approvals required to enter into this MoU and will have all the requisite power, authority to perform its obligations fully each and every obligation under this Agreement;MoU. (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document This MoU has been duly executed and delivered by it its duly authorized representatives and constitutes its legal, valid and binding obligations obligation enforceable against it in accordance with the terms hereof;its terms. (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the The execution, delivery and performance of this MoU and all instruments or performance addenda required hereunder by it does not contravene, violate or constitute a default of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction or decree under the provisions of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party bound, including the constitutional documents thereof, or any order, judgment, decree or injunction of any court of law. e) No legal proceedings are pending or threatened against it before any court, tribunal or authority which do or may restrain or enjoin its performance or observance of the terms and conditions of this MoU or which do or may in any other manner question the validity, binding effect or enforceability of this MoU. f) No order has been made or petition presented for bankruptcy protection, winding up or dissolution thereof against it. g) It shall maintain high professional standards to ensure performance of this MoU as per best business practices and in full compliance with statutory obligations. h) It has all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment for the conduct of its business; i) It has full right, title and interest in and to all trade names, trademarks, service marks, those owned by which it or any of its properties is boundvendors, affiliates or constitutes or will constitute a default thereunder or results or will result in subcontractors) which it provides to the imposition other Party, for use related to the MoU, and that any IPR provided by the Parties shall not infringe the IPR of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreementthird party.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalDelta, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia organization and is duly qualified to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUS Airways, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 — Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended March 31, 2011 plus any relevant 8-K filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalJetBlue, the Escrow Agent, the Pass Through Trustee Trustee, the Underwriters and the Paying Agent that: (a1) it is a New York licensed branch office of a German bank duly organized and validly existing as a German public law banking institution under the laws of the State of North Rhine-Westphalia Germany and is duly qualified to conduct banking business in the State of New York through its New York Branchbranch; (b2) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c3) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d4) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e5) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, (A) conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or (B) results or will result in a material breach or violation of any of the terms, conditions or provisions of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f6) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Each of the Depositary and ----------------------------- the Escrow Agent hereby represents and warrants (as to Continentalitself only) to Midway, the Escrow Subordination Agent, the Pass Through Trustee and Trustee, the Paying Agent and to each other that: (a) it is a bank duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia organization and is duly qualified to conduct banking business in the United States and the State of New York through its New York BranchMaryland (in the case of the Depositary) and the State of Delaware (in the case of the Escrow Agent); (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary or the Escrow Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is duly organized and validly existing as a German public law banking institution under the laws Each of the State of North Rhine-Westphalia Borrower shall be deemed to have declared, represented and warranted on a continuing basis that: (i) he/she is duly qualified entitled and empowered to conduct banking business in borrow the State of New York through its New York Branch; Loan and execute the Facility Documents; (bii) it has full powerno civil or criminal proceedings (including but not limited to insolvency proceedings) is/are concluded or initiated or pending or threatened against him/her or his/her assets; (iii) he/she is not a defaulter/wilful defaulter or facing any proceedings for declaring as defaulter/wilful defaulter and, authority and legal if any lender initiates or threatens any action for declaring him/her as wilful defaulter, the Bank shall have right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; take appropriate proceedings against him/her, (civ) the executionpurpose for which the Loan is taken is not illegal, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on speculative or nefarious; (v) the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required Loan shall be utilized only for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to purpose for which it is a party sanctioned, and shall not be used for any illegal, anti-social, speculative purposes including but not limited to participation in stock markets/ IPOs etc.; (vi) he/she has paid and will pay when due, all public demands such as income tax, property taxes and all the other taxes and revenues payable to the Government of India or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in to the imposition government of any lien upon state or to any local authority and that as on the date of its properties; and (f) availing the Loan there are no pending orarrears of such taxes and revenues due and outstanding, (vii) except to its knowledgethe extent disclosed to the Bank in writing he/she is not a Director or relative of a Director or Senior Official of the Bank or any other bank and no Director or Employee of the Bank or any other bank or their relative have any substantial interest in the activities carried out by him/her, threatened actions(viii) Borrower shall submit to the Bank a certification, suitsin such form, investigations or proceedings mode and manner stipulated by the Bank, regarding end use of the Loan, and the Bank shall have the right to take appropriate measures (whether or not purportedly on behalf of itincluding criminal action) against or affecting it or any of its property before or by any court or administrative agency which, Borrower if adversely determinedsuch certification is found to be wrong, (iix) would adversely affect Borrower shall permit and cause to be permitted the ability Bank to inspect the premises of it Borrower to perform its obligations under this Agreement or (ii) would call into question or challenge ascertain end use of the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this AgreementLoan.

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a national banking association duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York BranchUnited States; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalJetBlue, the Escrow Agent, the Pass Through Trustee Trustee, the Underwriters and the Paying Agent that: (a1) it is a New York licensed branch office of a German bank duly organized and validly existing as a German public law banking institution under the laws of the State of North Rhine-Westphalia Germany and is duly qualified to conduct banking business in the State of New York through its New York Branchbranch; (b2) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c3) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d4) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e5) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, (A) conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a1) it is a national banking association duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York BranchUnited States; (b2) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c3) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d4) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e5) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, (A) conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or (B) results or will result in a material breach or violation of any of the terms, conditions or provisions of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f6) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalSpirit, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, with (i) any United States federal or state governmental authority or regulatory body xxxxxxxxxx xxxx xx (xx) any court or governmental authority of France or any political subdivision thereof, is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerica West, the Escrow Agent, the Pass Through Trustee Trustee, the Initial Purchasers and the Paying Agent that: (a1) it is a national banking association duly organized and validly existing as a German public law banking institution under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York BranchUnited States; (b2) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c3) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d4) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e5) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, (A) conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter 5 7 documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or (B) results or will result in a material breach or material violation of any of the terms, conditions or provisions of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a material default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f6) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUS Airways, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 — Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended September 30, 2010 plus any relevant 8-K filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalDelta, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 — Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended September 30, 2009 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby (a) Each of the Company, as to itself, each Cash Equity Investor, as to itself, and AT&T PCS, as to itself, represents and warrants warrants, as applicable, to Continental, each of the Escrow Agent, the Pass Through Trustee and the Paying Agent thatother parties as follows: (ai) it It is a corporation, limited liability company, general partnership or limited partnership, duly organized and organized, validly existing as a German public law banking institution and in good standing under the laws of its jurisdiction of organization and has the State of North Rhine-Westphalia requisite power and is duly qualified authority to conduct banking own, lease and operate its properties and to carry on its business in the State of New York through its New York Branch;as now being conducted. (bii) it It has full the requisite power, authority and legal right capacity to conduct its business and operations as currently conducted and to enter into execute, deliver and perform its obligations under this Agreement;Amendment No. (ciii) the execution, The execution and delivery and performance of this Agreement Amendment No. 1 by it have been duly and validly authorized by all necessary corporate action on the part its Board of it and do not require any stockholder approvalDirectors (or equivalent body), or approval or consent of any trustee or holder of any indebtedness or obligations of itif required, and such document no other proceedings on its part which have not been taken (including, without limitation, approval of its stockholders, partners or members, as applicable) are necessary to authorize this Amendment No. (iv) This Amendment No. 1 has been duly executed and delivered by it and constitutes its legal, valid and binding obligations obligation, enforceable against it in accordance with the terms hereof;its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and may be subject to general principles of equity. (dv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the The execution, delivery or and performance by it of this Agreement; Amendment No. 1 will not (eA) neither the executionconflict with, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or any provision of its organizational documents documents; (B) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any orderright of termination, writmodification, injunction cancellation, prepayment or decree of acceleration, under (x) any court Law or governmental authority against it License, or by (y) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its properties is bound assets; or (c) require any indentureConsent, mortgage or contract the approval of its board of directors, general partner, stockholders or other agreement similar constituent bodies, as the case may be (which approvals have been obtained), except in each case, where such breach, violation, default, Lien, right, or instrument the failure to which it is obtain or give such Consent would not have a party or by which material adverse effect on it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of ability to perform its properties; andobligations hereunder. (fvi) there are There is no action, proceeding or investigation pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before properties or by any court assets that would be reasonably expected to have a material adverse effect on its ability to enter into this Amendment No. 1 or administrative agency whichto fulfill its obligations hereunder. (b) Each Management Stockholder that has executed this Amendment No. 1 represents and warrants, if adversely determinedas to himself or herself, to each of the other parties as follows: (i) would adversely affect He or she has the ability of it requisite capacity to execute, deliver and perform its obligations under this Agreement or Amendment No. 1. (ii) would call into question This Amendment No. 1 has been duly executed and delivered by him or challenge the validity of this Agreement her and constitutes his or the enforceability hereof her valid and binding obligation, enforceable against him or her in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and may be subject to general principles of equity. (iii) The execution, delivery and performance by him or her of this Amendment No. 1 will not require any Consent, except in each case, where the terms hereof, nor is the Depositary in default with respect failure to any order of any court, governmental authority, arbitration board obtain or administrative agency so as to adversely affect its give such Consent would not have a material adverse effect on his or her ability to perform its his or her obligations under hereunder. (iv) There is no action, proceeding or investigation pending or, to the knowledge of him or her, threatened against him or her or any of his or her properties or assets that would be reasonably expected to have a material adverse effect on his or her ability to enter into this AgreementAmendment No. 1 or to fulfill his or her respective obligations hereunder.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalHawaiian, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 – Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended September 30, 2009 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary To induce Lenders and the Administrative Agent to enter into this Amendment Agreement, the Borrower hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee Lenders and the Paying Administrative Agent thatas follows: (a) it is duly organized The Borrower has the organizational power and validly existing as a German public law banking institution under authority to execute, deliver and carry out the laws terms and provisions of the State of North Rhine-Westphalia this Amendment Agreement and is duly qualified has taken all necessary company action to conduct banking business in the State of New York through its New York Branch; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) authorize the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document hereof. The Borrower has been duly executed and delivered by it this Amendment Agreement and this Amendment Agreement constitutes its the legal, valid and binding obligations obligation of the Borrower enforceable against it in accordance with its terms, subject as to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the terms hereof;enforcement of creditors’ rights generally and equitable principles. (db) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for Neither the execution, delivery or performance by it the Borrower of this Agreement; (e) neither the execution, delivery or performance Amendment Agreement nor compliance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any nor the consummation by it of the termstransactions contemplated herein, conditions or provisions of, or will require (i) contravene in any consent or approval under, material respect any applicable provision of any law, governmental statute, rule or regulation regulation, or any of its organizational documents or any applicable order, writ, injunction or decree of any court or governmental authority against it instrumentality, (ii) conflict with or by which it result in any breach of any term, covenant, condition or other provision of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien other than any Permitted Lien upon any of the property or assets of the Borrower or any of its properties is bound Subsidiaries under, the terms of any material contractual obligation to which the Borrower or any indenture, mortgage or contract or other agreement or instrument to which it of its Subsidiaries is a party or by which it they or any of their properties or assets are bound or to which they may be subject, (iii) violate or conflict with any provision of the memorandum of association and articles of association, charter, articles or certificate of incorporation, partnership or limited liability company agreement, by-laws, or other applicable governance documents of the Borrower or any of its properties is boundSubsidiaries, or constitutes (iv) require any consent or will constitute a default thereunder authorization of, or results filing with, any governmental authority or will result other Person, other than any such consents, authorizations or filings which have been made or obtained. (c) After giving effect to this Amendment Agreement, no Default or Event of Default has occurred and is continuing as of the date hereof. (d) All representations and warranties set forth in the imposition Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties have been made on and as of the date hereof, except to the extent that any lien upon any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of its properties; andsuch earlier date. (fe) Since December 31, 2007, there are has occurred no pending or, event or effect that has had or could reasonably be expected to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreementhave a Material Adverse Effect.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalDelta, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 — Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the annual period ended September 30, 2010 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalDelta, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, with (i) any United States federal or state governmental authority or regulatory body or (ii) any court or governmental authority of France or any political subdivision thereof, is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 — Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended September 30, 2010 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a bank duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia organization and is duly qualified to conduct banking business in the State of New York through its New York Branchbranch; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a joint stock corporation with limited liability duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia Japan and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereofhereof subject to (i) any general principles of equity, and (ii) its obligations under this Agreement will be subject to any applicable law from time to time in effect relating to bankruptcy, insolvency or liquidation or any other applicable law affecting generally the enforcement of creditors’ rights; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, in any material respect, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would materially adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary it in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to materially adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a national banking association duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia United States and is duly qualified licensed to conduct banking and trust business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary it in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby Borrower represents and warrants to Continentalthe Bank, which representations and warranties are repeated as of the Escrow Agent, the Pass Through Trustee time of each Borrowing and the Paying Agent time at which each payment of interest or fees is due hereunder, that: (a) it is a corporation duly organized incorporated and validly existing as a German public law banking institution under the laws of the State its jurisdiction of North Rhine-Westphalia incorporation, and that it is duly registered or qualified to conduct banking carry as business in all jurisdictions where the State nature of New York through its New York Branchproperties, assets or business makes such registration or qualification necessary or desirable; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this the Agreement have been duly authorized by all necessary corporate action on the part of it actions and do not require (i) violate any stockholder approvalapplicable law, regulation or approval rule by which it is bound, (ii) violate any provision of its constating documents or consent of any trustee or holder of any indebtedness or obligations of itby-laws, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (diii) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval a default under, any law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes assets may be bound or will constitute a default thereunder affected or results or will (iv) result in the imposition creation of any lien upon encumbrance on any of its properties; andproperties or assets, except as herein specifically provided; (fc) the Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms; (d) its most recent audited, consolidated financial statements fairly present in conformity with GAAP, the consolidated financial position of the Borrower as of the date thereof and its consolidated results of operations and cash flows for the fiscal year covered thereby, and since the date of such financial statements, there has occurred no material adverse change in the business or financial condition of the Borrower; (e) there are is no action, litigation or legal proceeding pending or, to its knowledge, or threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it the Borrower or any of its property assets or properties before or by any court or administrative agency which, if adversely determined, might (i) would result in a material adverse change in the financial condition of the Borrower or its business, properties or other assets, or (ii) materially and adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability Borrower to perform its obligations under this Agreement; (f) it is in compliance in all material respects with all Applicable Laws; (g) no consent, approval, order, authorization, licence, exemption or designation of or by any governmental or regulatory body or Person is required or advisable in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby on its behalf, and no registration, qualification, designation, declaration or filling with any governmental or regulatory body or Person is necessary or desirable to enable or empower it to perform its obligations under the Agreement, except such as have been made or obtained, which are in full force and effect as of the date hereof; (h) it has filed all income tax returns which were required to be filed, paid or made provision for payment of all taxes and Potential Preferred Claims (including interest and penalties) which are due and payable, and provided adequate reserves for payment of any tax, the payment of which is being contested. The representations and warranties made in this section shall continue in effect until payment and performance of all debts, liabilities and obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents 7.1 Representations and warrants to Continental, warranties of the Escrow Agent, the Pass Through Trustee Mine Developer and the Paying Agent that:Operator (a) it It is duly organized and validly existing as a German public law banking institution under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchtransactions contemplated hereby; (b) it It has full power, authority taken all necessary corporate and legal right other actions under Applicable Laws to conduct its business authorize the execution and operations as currently conducted delivery of this Agreement and to enter into validly exercise its rights and perform its obligations under this Agreement; (c) It has the execution, delivery financial standing and performance capacity to comply with its obligations under this Agreement and to undertake the Project in accordance with the terms of this Agreement; (d) This Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations obligation, enforceable against it in accordance with the terms hereof; (de) no authorization, consent or approval It is subject to the laws of or other action byIndia, and no notice to hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or filing withmatters arising there under, including any United States federal obligation, liability or state governmental authority responsibility hereunder; (f) The information furnished in the Bid and as updated on or regulatory body before the date of this Agreement is required for true and accurate in all respects as on the execution, delivery or performance by it date of this Agreement; (eg) neither the The execution, delivery or and performance by it of this AgreementAgreement will not conflict with, nor compliance with the terms and provisions hereofor, conflicts or will conflict with or results or will result in the breach of, or, constitute a breach default under, or violation of accelerate performance required by any of the terms, conditions terms of its Memorandum and Articles of Association {or provisions of, or will require those of any consent or approval under, any law, governmental rule or regulation member of the Consortium} or any of its organizational documents Applicable Laws or any ordercovenant, writcontract, injunction agreement, arrangement, understanding, decree or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument order to which it is a party or by which it or any of its properties or assets is boundbound or affected; (h) There are no actions, suits, proceedings, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no investigations pending or, to its knowledge, threatened actions, suits, investigations against it at law or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property in equity before or by any court or administrative agency whichbefore any other judicial, if adversely determinedquasi-judicial or other authority, (i) would adversely affect the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability of it to perform any of its obligations under this Agreement Agreement; (i) It has no knowledge of any violation or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order order, writ, injunction or decree of any court, governmental authority, arbitration board court or administrative agency so as Government Instrumentality which results in or may result in a Material Adverse Effect and no fact or circumstance exists which may give rise to such proceedings that would adversely affect its ability to perform the performance of its obligations under this Agreement; (j) It has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect; (k) In the event the Mine Developer and Operator is set up by a single Bidding Company then the Bidding Company shall at no time undertake or permit any change in the ownership of Mine Developer and Operator except in accordance with the provisions of Clause 5.3 of this Agreement; and provided that the Bidding Company shall, throughout the period commencing from the date of execution of this Agreement till the COD shall hold 100% (one hundred per cent) Equity in the Mine Developer and Operator formed. However, thereafter, the Biding Company, until the Termination of this Agreement, can dilute its Equity upto 49% (forty nine percent) and should continue to hold at least 51% (fifty one per cent) Equity in the Mine Developer and Operator. (l) In the event Mine Developer and Operator is set up by a Consortium, the Consortium Members shall at no time undertake or permit any change in the ownership of Mine Developer and Operator except in accordance with the provisions of Clause 5.3 of this Agreement and Consortium Members shall (i) throughout the period starting from the execution of this Agreement till the COD, hold the Equity in Mine Developer and Operator in the ratio as stated by the Consortium Members in their Bid (ii) thereafter, i.e. after the COD, the Lead Member shall hold atleast 51% (fifty one per cent) of the Equity in the Mine Developer and Operator and other Consortium Member shall hold at least 26% (twenty six percent) Equity in the Mine Developer and Operator till the Termination of this Agreement. (m) The selected Bidder have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (n) The selected Bidder is duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the TANGEDCO to enter into this Agreement with the Mine Developer and Operator pursuant to the LOA, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement. Further, the Bidder has also agreed that it/they shall be liable towards all obligations, undertakings and liabilities (including financial liabilities) under this Agreement, in the event of default made by the Mine Developer and Operator; (o) All its rights and interests in the Mines and Coal Stockyard shall pass to and vest in the TANGEDCO on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the TANGEDCO, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; (p) No representation or warranty by it contained herein or in any other document furnished by it to the TANGEDCO or to any Authority in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (q) No sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Agreement or entering into this Agreement or for influencing or attempting to influence any officer or employee of the TANGEDCO in connection therewith; (r) All information provided by the {selected Bidder /Bidding Consortium Members} in response to the Bid Document or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; (s) All undertakings and obligations of the {selected Bidder / Bidding Consortium Members} and the Mine Developer and Operator arising from the Bid Document or otherwise shall be binding on the Mine Developer and Operator as if they form part of this Agreement, except as modified pursuant to the terms of this Agreement. 7.2 In the event, any of the representation or warranty made or given by the Mine Developer and Operator ceases to be true or stands changed, the Mine Developer and Operator shall promptly notify TANGEDCO of the same. Mine Developer and Operator hereby waive all its rights to invoke and shall not invoke the TANGEDCO’s knowledge (actual, constructive or imputed) of a fact or circumstances that might make a statement untrue, inaccurate, incomplete or misleading as a defence to a claim for breach of warranty or covenant or obligation of the Mine Developer and Operator.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 — Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended June 30, 2011 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents ‌ 7.1 Representations and warrants to Continental, warranties of the Escrow Agent, the Pass Through Trustee Mine Developer and the Paying Agent that:Operator (a) it is duly organized and validly existing as a German public law banking institution under the laws of India, and has full power and Authority to execute and perform its obligations under this Agreement and to carry out the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchtransactions contemplated hereby; (b) it has full power, authority taken all necessary corporate and legal right other actions under Applicable Laws to conduct its business authorize the execution and operations as currently conducted delivery of this Agreement and to enter into validly exercise its rights and perform its obligations under this Agreement; (c) it has the execution, delivery financial standing and performance capacity to comply with its obligations under this Agreement and to undertake the Project in accordance with the terms of this Agreement; (d) this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations obligation, enforceable against it in accordance with the terms hereof; (de) no authorization, consent or approval it is subject to the laws of or other action byIndia, and no notice to hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or filing withmatters arising there under, including any United States federal obligation, liability or state governmental authority responsibilityhereunder; (f) the information furnished in the Bid and as updated on or regulatory body before the date of this Agreement is required for true and accurate in all respects as on the execution, delivery or performance by it date of this Agreement; (eg) neither the execution, delivery or and performance by it of this AgreementAgreement will not conflict with, nor compliance with the terms and provisions hereofor, conflicts or will conflict with or results or will result in the breach of, or, constitute a breach default under, or violation of accelerate performance required by any of the terms, conditions terms of its Memorandum and Articles of Association {or provisions of, or will require those of any consent or approval under, any law, governmental rule or regulation member of the Consortium} or any of its organizational documents Applicable Laws or any orderCovenant, writcontract, injunction Agreement, arrangement, understanding, decree or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument order to which it is a party or by which it or any of its properties or assets is bound, bound or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; andaffected; (fh) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened actions, suits, investigations against it at law or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property in equity before or by any court or administrative agency whichbefore any other judicial, if adversely determinedquasi-judicial or other Authority, (i) would adversely affect the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability of it to perform any of its obligations under this Agreement Agreement; (i) it has no knowledge of any violation or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order order, writ, injunction or decree of any courtcourt or Government Instrumentality, governmental authority, arbitration board which results in or administrative agency so as may result in a Material Adverse Effect and no fact or circumstance exists which may give rise to such proceedings that would adversely affect its ability to perform the performance of its obligations under this Agreement.; (j) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect; (k) it shall at no time undertake or permit any Change in Ownership/ Shareholding except in accordance with the provisions of Clause 5.3; (l) {the selected Bidder/ Consortium Members} and {its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (m) {the selected Bidder/ each Consortium Member} is duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has entered into this Agreement in pursuant to the LOA, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (n) all its rights and interests in the Mines Coal Depot, Project Assets and other Fixed Infrastructure Facilities shall pass to and vest in HPGCL on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of HPGCL, and that none of the Project Assets shall be acquired by it, subject to any Agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; (o) no representation or warranty by it contained herein or in any other Document furnished by it to HPGCL or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (p) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Agreement or entering into this Agreement or for influencing or attempting to influence any officer or employee of HPGCL in connection therewith; (q) all information provided by the {selected Bidder/ Consortium Members} in response to the Tender or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; (r) all undertakings and obligations of the {selected Bidder/ Consortium Members} and the Mine Developer and Operator arising from the Tender or otherwise shall be binding on the Mine Developer and Operator as if they form part of this Agreement, except as modified pursuant to the terms of this Agreement

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalDelta, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 — Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended June 30, 2011 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary Maker hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent Holder that: (ai) it Maker is duly organized and validly existing as a German public law banking institution corporation under the laws of the State of North Rhine-Westphalia California and is has the power and authority to execute and deliver this Note and has duly qualified to conduct banking business in the State of New York through its New York Branchexecuted and delivered this Note; (bii) it has full powerthis Note is the legal, authority valid and legal right to conduct binding obligation of Maker, enforceable in accordance with its business and operations as currently conducted and to enter into and perform its obligations under this Agreementterms; (ciii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on Note and the part of it and do borrowing evidenced hereby does not (i) require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or any other action by, and no notice to or filing with, party (including any United States federal or state governmental authority or regulatory body is required for the executionparty), delivery or performance by it of this Agreement; (eii) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, violate any law, governmental rule regulation, agreement, order, writ, judgment, injunction, decree, determination or regulation award presently in effect to which Maker is a party or to which Maker or any of its organizational documents assets may be subject, or (iii) conflict with or constitute a breach of, or default under, or require any consent under, or result in the creation of any lien, charge or encumbrance upon the property or assets of Maker pursuant to any other agreement or instrument (other than any pledge of or security interest granted in any collateral pursuant to this Note) to which Maker is a party or is bound or by which its properties may be bound or affected; and (i) require the consent or approval of any other party (including any governmental or regulatory party), (ii) violate any law, regulation, agreement, order, writ, injunction judgment, injunction, decree, determination or decree of any court award presently in effect to which Maker is a party or governmental authority against it or by to which it Maker or any of its properties is bound assets may be subject, or (iii) conflict with or constitute a breach of, or default under, or require any indentureconsent under, mortgage or contract result in the creation of any lien, charge or encumbrance upon the property or assets of Maker pursuant to any other agreement or instrument (other than any pledge of or security interest granted in any collateral pursuant to this Note) to which it Maker is a party or is bound or by which it or any of its properties is bound, may be bound or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its propertiesaffected; and (fiv) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether pending or, to the best of Maker's knowledge, threatened at law, in equity, in arbitration or not purportedly on behalf of it) against by or before any other authority involving or affecting it or any Maker that are likely to have a material adverse effect on the financial condition of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this AgreementMaker.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a national banking association duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia United States and is duly qualified licensed to conduct banking and trust business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as 6 Deposit Agreement (Class B) (American Airlines 2017-2 Aircraft EETC) amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary it in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a national banking association duly organized and validly existing as a German public law banking institution under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York BranchUnited States; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof;, except (x) as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws now or hereinafter in effect relating to creditors' rights generally and (y) as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; andand Deposit Agreement 2014-2A (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary 6.1 Each of the Parties hereby represents and warrants as follows: (a) this Agreement shall constitute its legally binding obligation; (b) there is no provision of any existing law, rule, mortgage, indenture, contract, financing statement, agreement or resolution binding on it that would conflict with or any way prevent the execution, delivery, or carrying out of the terms of this Agreement or any other document or agreement referred to Continentalherein; and (c) each of the Parties shall comply with the provisions of all applicable national, federal, state, provincial, and local laws, ordinances, and regulations of the United States of America and the Republic of Indonesia, as applicable, and any other governmental entity having jurisdiction over the activities being carried out under this Agreement, including without limitation all provisions of the United States Foreign Corrupt Practices Act (the "Act"). In addition, each of the Parties represents and warrants neither it nor its affiliates, nor any officer, director, shareholder, representative, employee, or agent thereof, has made or will make, or cause to be made, in connection with this Agreement and the course of action contemplated by it, any payments, loans or gifts of any money or anything of value, directly or indirectly, (i) to or for the use or benefit of any official or employee of any government, (ii) to any political party or official or candidate thereof, (iii) to any other person either for an advance or reimbursement if it knows that any part of such payment, loan or gift will be directly or indirectly given or paid by such other person, or will reimburse such other persons for payments, gifts or loans previously made, to any governmental official or political party, or candidate of official thereof, or (iv) to any other person or entity, the Escrow Agentpayment of which would violate the laws, or regulations having the Pass Through Trustee force of law, of the United States of America or the Republic of Indonesia or any other governmental entity having jurisdiction over the activities being carried out under this Agreement. 6.2 RHP and BRP each represent and warrant to the Paying Agent New Shareholders that: (a) it is duly organized as at the date of this Agreement, RHP has authorized and validly existing issued capital of Rp. 1.000.000.000,00 (one billion Rupiah) representing 1.000 (one thousand shares) with a nominal value of Rp. 1.000.000,00 (one million Rupiah) per share, with BRP being registered holder of 1000 shares or 100%, and that there are no outstanding subscriptions, options, warrants, rights, convertible securities, or other agreements or commitments obligating RHP to issue any shares of or other equity interests in, or securities or rights convertible into or exchangeable for shares of or other equity interests in RHP, except as a German public law banking institution under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business provided in the State of New York through its New York BranchAmended Business Agreement and this Agreement; (b) it has full powerRHP's financial statements consisting of income and loss statements for the years ending 31 December 1993 and 31 December 1994, authority audited by Drs. Siddharta & Siddharta, a registered public accountant and legal right to conduct its business attached hereto as Exhibit D present fairly the financial condition, assets, liabilities, obligations and results of operations of RHP as currently conducted of their respective dates and to enter into periods, and perform its obligations under this Agreementare correct and complete in all material respects, and have been prepared in accordance with generally accepted accounting principles. Except as disclosed in those financial statements, there are no undisclosed liabilities of RHP; (c) RHP has good and valid title to all of the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on assets reflected in the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of itFinancial Statements referred to in sub-paragraph (b) above, and such document has been duly executed and delivered assets constitute all of the assets at any time owned by it and constitutes RHP relating to or usable in connection with its legal, valid and binding obligations enforceable against it in accordance with the terms hereofbusiness; (d) no authorizationthe total outstanding liabilities (including tax liabilities, consent or approval but excluding the amount set forth in Exhibit E) of or other action by, RHP is as set forth in the financial Statements referred to in sub-paragraph (b) above. Any liabilities in excess of such amounts listed in Exhibits D and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for E shall be the execution, delivery or performance by it sole responsibility of this Agreement;BRP; and (e) neither all monies owed, if any, by RHP to its former shareholders, is fully repaid, except for the executionamounts referred to in the Tahir Debt Repayment Schedule attached as Exhibit E, delivery or performance which shall be paid by it RHP. 6.3 The Parties covenant that the foregoing representations and warranties shall be true and accurate as of the date of this Agreement, nor compliance with the terms it being understood that each and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any all of the termsRHP and BRP indemnifications, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result representations and warranties provided in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge are of the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreementjoint and several nature.

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is duly organized and validly existing as a German public law banking institution joint stock company ("Aktiengesellschaft") under the laws of the State of North Rhine-Westphalia Germany and is duly qualified to conduct banking business in the State of New York through its New York Branch; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby (a) Each of the Company, as to itself, each Cash Equity Investor, as to itself, and AT&T PCS, as to itself, represents and warrants warrants, as applicable, to Continental, each of the Escrow Agent, the Pass Through Trustee and the Paying Agent thatother parties as follows: (ai) it It is a corporation, limited liability company, general partnership or limited partnership, duly organized and organized, validly existing as a German public law banking institution and in good standing under the laws of its jurisdiction of organization and has the State of North Rhine-Westphalia requisite power and is duly qualified authority to conduct banking own, lease and operate its properties and to carry on its business in the State of New York through its New York Branch;as now being conducted. (bii) it It has full the requisite power, authority and legal right capacity to conduct its business and operations as currently conducted and to enter into execute, deliver and perform its obligations under this Agreement;Second Amendment. (ciii) the execution, The execution and delivery and performance of this Agreement Second Amendment by it have been duly and validly authorized by all necessary corporate action on the part its Board of it and do not require any stockholder approvalDirectors (or equivalent body), or approval or consent of any trustee or holder of any indebtedness or obligations of itif required, and such document no other proceedings on its part which have not been taken (including, without limitation, approval of its stockholders, partners or members, as applicable) are necessary to authorize this Second Amendment. (iv) This Second Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligations obligation, enforceable against it in accordance with the terms hereof;its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and may be subject to general principles of equity. (dv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the The execution, delivery or and performance by it of this Agreement; Second Amendment will not (eA) neither the executionconflict with, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or any provision of its organizational documents documents; (B) constitute, with or without the giving of notice or passage of time or both, a breach, violation or default, create a Lien, or give rise to any orderright of termination, writmodification, injunction cancellation, prepayment or decree of acceleration, under (x) any court Law or governmental authority against it License, or by (y) any note, bond, mortgage, indenture, lease, agreement or other instrument, in each case which is applicable to or binding upon it or any of its properties is bound assets; or (c) require any indentureConsent, mortgage or contract the approval of its board of directors, general partner, stockholders or other agreement similar constituent bodies, as the case may be (which approvals have not been obtained), except in each case, where such breach, violation, default, Lien, right, or instrument the failure to which it is obtain or give such Consent would not have a party or by which material adverse effect on it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of ability to perform its properties; andobligations hereunder. (fvi) there are There is no action, proceeding or investigation pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before properties or by any court assets that would be reasonably expected to have a material adverse effect on its ability to enter into this Second Amendment or administrative agency whichto fulfill its obligations hereunder. (b) Each Management Stockholder and Independent Director represents and warrants, if adversely determinedas to himself or herself, to each of the other parties as follows: (i) would adversely affect He or she has the ability of it requisite capacity to execute, deliver and perform its obligations under this Agreement or Second Amendment. (ii) would call into question This Second Amendment has been duly executed and delivered by him or challenge the validity of this Agreement her and constitutes his or the enforceability hereof her valid and binding obligation, enforceable against him or her in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and may be subject to general principles of equity. (iii) The execution, delivery and performance by him or her of this Second Amendment will not require any Consent not already obtained, except in each case, where the terms hereof, nor is the Depositary in default with respect failure to any order of any court, governmental authority, arbitration board obtain or administrative agency so as to adversely affect its give such Consent would not have a material adverse effect on his or her ability to perform its his or her obligations under hereunder. (iv) There is no action, proceeding or investigation pending or, to the knowledge of him or her, threatened against him or her or any of his or her properties or assets that would be reasonably expected to have a material adverse effect on his or her ability to enter into this AgreementSecond Amendment or to fulfill his or her respective obligations hereunder.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalDelta, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part I, Item 3 — Legal Proceedings of the Form 10-K of The Bank of New York Mellon Corporation for the annual period ended December 31, 2009 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to Deposit Agreement 2014-1A which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents 7.1 Representations and warrants to Continental, Warranties of the Escrow Agent, the Pass Through Trustee and the Paying Agent that:O&M Operator (a) it is duly organized and incorporated, validly existing as a German public law banking institution and in good standing under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York BranchIndia; (b) it has full powerpower and authority to execute, authority and legal right to conduct its business and operations as currently conducted and to enter into deliver and perform its obligations under this AgreementContract and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other actions under Applicable Laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on Contract; (d) it has the part of it financial standing and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and capacity to undertake the Contract; (e) this Contract constitutes its legal, valid and binding obligations obligation enforceable against it in accordance with the terms hereof; (df) no authorization, consent or approval it is subject to civil and commercial laws of or other action by, India with respect to this Contract and no notice to or filing with, it hereby expressly and irrevocably waives any United States federal or state governmental authority or regulatory body is required for immunity in any jurisdiction in respect thereof; (g) the execution, delivery or and performance by it of this Agreement; (e) neither the executionContract will not conflict with, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in the breach of, constitute a breach default under or violation of accelerate performance required by any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation terms of the O&M Operator's Memorandum and Articles of Association or any of its organizational documents Applicable Laws or any ordercovenant, writagreement, injunction understanding, decree or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument order to which it is a party or by which it or any of its properties is bound, or constitutes assets are bound or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; andaffected; (fh) there are no pending or, to its knowledge, threatened actions, suits, proceedings or investigations pending or proceedings (whether to the O&M Operator's knowledge threatened against it at law or not purportedly on behalf of it) against or affecting it or any of its property in equity before or by any court or administrative agency whichbefore any other judicial, if adversely determinedquasi-judicial or other authority, (i) would adversely affect the ability outcome of which may constitute O&M Operator Event of Default or which individually or in the aggregate may result in Material Adverse Effect; it to perform its obligations under this Agreement has no knowledge of any violation or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any courtGovernment Authority which may result in Material Adverse Effect; (i) it has complied with all Applicable Laws and has not been subject to any fines, governmental authoritypenalties, arbitration board injunctive relief or administrative agency so any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect; (j) subject to receipt by the O&M Operator from Kannur Airport any amount due under any of the provisions of this Contract, in the manner and to the extent provided for under the applicable provisions of this Contract, upon termination of this Contract, all rights and interests of the O&M Operator under this Contract and in and to the Project / Project Facilities shall pass to and vest in Kannur Airport on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the O&M Operator or Kannur Airport; (k) no representation or warranty by the O&M Operator contained herein or in any other document furnished by it to Kannur Airport or to any Government Authority in relation to Applicable Permits contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the O&M Operator to any person to procure the Contract. (m) Without prejudice to any express provision contained in this Contract, the O&M Operator acknowledges that prior to the execution of this Contract, the O&M Operator has after a complete and careful examination made an independent evaluation of the Licensed Premises, requirements, commercial viability and potential of the Contract, and the information provided to it as part of the documents or otherwise, and has determined to adversely affect its ability satisfaction the nature and extent of risks and hazards as are likely to perform arise or may be faced by the O&M Operator in the course of performance of its obligations under this Agreementhereunder. (n) The O&M Operator also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that Kannur Airport shall not be liable for the same in any manner whatsoever to the O&M Operator.

Representation and Warranties. The Depositary Each of the Parties hereby represents and warrants to Continentalthe other Party, the Escrow Agentwith respect to itself, the Pass Through Trustee and the Paying Agent that: (a) it is a corporation, duly organized and or formed, validly existing as a German public law banking institution and in good standing under the laws of its jurisdiction of incorporation or formation, and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchtransactions contemplated hereby; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance by it of this Agreement Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document action; (c) this Agreement has been duly and validly executed and delivered by it and constitutes its a legal, valid and binding obligations obligation enforceable against it in accordance with its terms, except as such enforcement may be limited by laws affecting the terms hereofenforcement of creditors’ rights generally and subject to general equitable principles; (d) no authorizationneither the execution and delivery by it of this Agreement nor the consummation of the transactions contemplated hereby: (i) conflicts with or violates any provision of its charter or bylaws or of any decree or order of any court or administrative authority or other laws which are either applicable to, consent binding upon or approval enforceable against it or its assets; or (ii) results in any breach of or default under or creates any lien upon it or its assets under any note, mortgage, contract, agreement, indenture or other action byinstrument which is either binding upon or enforceable against it or its assets; (e) no permit, and no notice consent, approval or authorization of, or declaration to or filing with, any United States federal or state governmental authority or regulatory body Governmental Authority is required for the execution, in connection with its execution and delivery or performance by it of this Agreement; (e) neither Agreement or the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any consummation of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its propertiestransactions contemplated hereby; and (f) there are is no claim, action, suit, litigation, proceeding or investigation pending or, to the best of its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of concerning this Agreement or the enforceability hereof in accordance with transactions contemplated hereby nor, to the terms hereofbest of its knowledge, nor is the Depositary in default with respect to there any order of reasonable basis for any courtsuch claim, governmental authorityaction, arbitration board suit, litigation, proceeding or administrative agency so as to adversely affect its ability to perform its obligations under this Agreementinvestigation.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a national banking association duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia United States and is duly qualified licensed to conduct banking and trust business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof;; Deposit Agreement (Class B) (American Airlines 2019-1 Aircraft EETC) (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary it in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary Each of the Corporation and the Consultant hereby covenants, represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent thateach other as follows: (a) it is duly organized and validly existing as a German public law banking institution under the laws They have all of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branch; (b) it has full necessary corporate power, authority and legal right to conduct its business and operations as currently conducted and capacity to enter into this agreement and the agreements and the other instruments contemplated herein and to perform its their respective obligations under this Agreement; (c) the execution, hereunder and thereunder. The execution and delivery and performance of this Agreement and the agreements and other instruments contemplated herein and the consummation of the transactions contemplated hereunder and thereunder have been or will be duly authorized by all necessary corporate or other action on required by each party; (b) This Agreement and the part of it agreements and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly other instruments contemplated herein when executed and delivered by it and constitutes its legal, will constitute valid and binding obligations of each of the parties enforceable against it each of them as is applicable in accordance with the terms hereofhereof and thereof subject, however, to limitations with respect to enforcement imposed in connection with laws affecting the rights of creditors generally including, without limitation, applicable bankruptcy, insolvency, moratorium, reorganization or similar laws and to the extent that equitable remedies such as specific performance and conjunction are in the discretion of the court from which they are sought; (c) Each of the parties are duly incorporated or organized, validly existing, in good standing and are up to date in all of the filings and registration required under the laws of the jurisdiction in which they are incorporated or formed; and (d) no authorization, consent or approval of or other action by, The entering into and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither Agreement and the executionagreements and other instruments contemplated herein will not violate, delivery contravene, breach or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts offend against or will conflict with or results or will result in a breach or violation of any of the termsdefault under any security agreement, conditions or provisions ofindenture, or will require any consent or approval undermortgage, any lawlease, governmental rule or regulation or any of its organizational documents or any order, writundertaking, injunction licence, permit, agreement, instrument, charter or by-law provision, resolution of shareholders or directors, statute, regulation, judgment, decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument law to which it is the parties hereto are a party or by which it they may be bound or affected. No licenses, agreements or other instruments or documents of the Corporation or any of its properties is bound, Subsidiary will terminate or constitutes or will constitute require assignment as a default thereunder or results or will result in of the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call entering into question or challenge the validity of this Agreement or the enforceability hereof in accordance with consummation of the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreementtransactions contemplated hereby.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a national banking association duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia United States and is duly qualified licensed to conduct banking and trust business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; andand Deposit Agreement (Class A) (American Airlines 2016-2 Aircraft EETC) (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary it in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerica West, the Escrow Agent, the Pass Through Trustee Trustee, the Initial Purchasers and the Paying Agent that: (a1) it is a national banking association duly organized and validly existing as a German public law banking institution under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York BranchUnited States; (b2) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c3) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d4) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e5) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, (A) conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or (B) results or will result in a material breach or material violation of any of the terms, conditions or provisions of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a material default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f6) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.adversely

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified to conduct banking business in the State of New York through its New York Branchbranch; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely Deposit Agreement 2012-3C determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a national banking association duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia United States and is duly qualified licensed to conduct banking and trust business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as Deposit Agreement (Class B) (American Airlines 2017-1 Aircraft EETC) amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary it in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary Operator hereby represents and warrants to ContinentalCity and Agreement Administrator, as of the Escrow AgentCommencement Date, the Pass Through Trustee and the Paying Agent that: (a) that it is a corporation duly organized and organized, validly existing as a German public law banking institution and in good standing under the laws of the State of North Rhine-Westphalia Delaware, has all necessary corporate power and is duly qualified authority to conduct banking business in the State of New York through its New York Branch; (b) it has full powerexecute, authority and legal right to conduct its business and operations as currently conducted and to enter into deliver and perform its obligations under this Agreement; (c) the execution, delivery is a Permitted Person and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations shall be enforceable against it in accordance with its terms. Operator warrants (i) that the undersigned signatory for Operator has the power and authority to enter into this Agreement on behalf of Operator and to bind Operator to the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it conditions of this Agreement, nor compliance with (ii) that it has presented to City a certified copy of the terms resolution of Operator granting and provisions hereofapproving that power and authority, conflicts or (iii) that the principals of the Operator are shown in Exhibit T and are the only principals, (iv) that Skyports, Inc. will conflict with or results or have control of daily operations at JRB; ADP International Americas LLC will result have influence over the JRB operations in a breach or violation number of any areas, it being understood that Merchant Aviation, LLC (a subsidiary of ADP International Americas LLC), will have a role in the planning, engineering and construction work of the termsImprovements , conditions (v) that all information provided by Operator and any direct or provisions indirect owner of Operator as part of the PASSPORT and similar due diligence requirements is true and correct in all material respects, (vi) that the written information that it and principals of Operator have provided is true, accurate and complete in all material respects and with respect to information provided by an unaffiliated third party, to the knowledge of Operator, (vii) to continue being a Permitted Person throughout the Term, (viii) that the execution and delivery of this Agreement will not violate any provision of, or will require any filing, registration, consent or approval under, any law, governmental rule or regulation or any of its organizational documents or any rule, regulation, order, writ, injunction judgment, injunction, decree, determination or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indentureaward presently in effect having applicability to Operator, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and and (fix) that there are no actions, suits or proceedings pending or, to its knowledgethe knowledge of Operator, threatened actionsagainst, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it Operator, any Affiliate of Operator or a member, partner, director or officer of Operator before any of its property before court, Governmental Authority or by arbitrator, which may, in any court one case or administrative agency whichin the aggregate, if adversely determined, (i) would materially adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability Operator to perform its obligations under this Agreement. Operator acknowledges the City and Agreement Administrator’s reliance on the completeness and veracity of the information provided and that it is a material condition to the execution of this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Deposit Agreement 2016-1AA Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the Deposit Agreement 2013-1A enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the Deposit Agreement 2016-1A enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents 7.1 Representations and warrants to Continental, warranties of the Escrow Agent, the Pass Through Trustee Mine Developer and the Paying Agent that:Operator (a) it It is duly organized and validly existing as a German public law banking institution under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchtransactions contemplated hereby; (b) it It has full power, authority taken all necessary corporate and legal right other actions under Applicable Laws to conduct its business authorize the execution and operations as currently conducted delivery of this Agreement and to enter into validly exercise its rights and perform its obligations under this Agreement; (c) It has the execution, delivery financial standing and performance capacity to comply with its obligations under this Agreement and to undertake the Project in accordance with the terms of this Agreement; (d) This Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations obligation, enforceable against it in accordance with the terms hereof; (de) no authorization, consent or approval It is subject to the laws of or other action byIndia, and no notice to hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or filing withmatters arising thereunder, including any United States federal obligation, liability or state governmental authority responsibility hereunder; (f) The information furnished in the Bid and as updated on or regulatory body before the date of this Agreement is required for true and accurate in all respects as on the execution, delivery or performance by it date of this Agreement; (eg) neither the The execution, delivery or and performance by it of this AgreementAgreement will not conflict with, nor compliance with the terms and provisions hereofor, conflicts or will conflict with or results or will result in the breach of, or, constitute a breach default under, or violation of accelerate performance required by any of the terms, conditions terms of its Memorandum and Articles of Association {or provisions of, or will require those of any consent or approval under, any law, governmental rule or regulation member of the Consortium} or any of its organizational documents Applicable Laws or any ordercovenant, writcontract, injunction agreement, arrangement, understanding, decree or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument order to which it is a party or by which it or any of its properties or assets is boundbound or affected; (h) There are no actions, suits, proceedings, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no investigations pending or, to its knowledge, threatened actions, suits, investigations against it at law or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property in equity before or by any court or administrative agency whichbefore any other judicial, if adversely determinedquasi-judicial or other authority, (i) would adversely affect the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability of it to perform any of its obligations under this Agreement Agreement; (i) It has no knowledge of any violation or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order order, writ, injunction or decree of any court, governmental authority, arbitration board court or administrative agency so as Government Instrumentality which results in or may result in a Material Adverse Effect and no fact or circumstance exists which may give rise to such proceedings that would adversely affect its ability to perform the performance of its obligations under this Agreement; (j) It has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect; (k) In the event the Mine Developer and Operator is set up by a single Bidding Company then the Bidding Company shall at no time undertake or permit any change in the ownership of Mine Developer and Operator except in accordance with the provisions of Clause 5.3 of this Agreement; and provided that the Bidding Company shall, throughout the period commencing from the date of execution of this Agreement till the COD shall hold 100% (one hundred per cent) Equity in the Mine Developer and Operator formed. However, thereafter, the Biding Company, until the Termination of this Agreement, can dilute its Equity upto 49% (forty nine percent) and should continue to hold at least 51% (fifty one per cent) Equity in the Mine Developer and Operator. (l) In the event Mine Developer and Operator is set up by a Consortium, the Consortium Members shall at no time undertake or permit any change in the ownership of Mine Developer and Operator except in accordance with the provisions of Clause 5.3 of this Agreement and Consortium Members shall (i) throughout the period starting from the execution of this Agreement till the COD, hold the Equity in Mine Developer and Operator in the ratio as stated by the Consortium Members in their Bid (ii) thereafter, i.e. after the COD, the Lead Member shall hold atleast 51% (fifty one per cent) of the Equity in the Mine Developer and Operator and other Consortium Member shall hold at least 26% (twenty six percent) Equity in the Mine Developer and Operator till the Termination of this Agreement. (m) The selected Bidder have the financial standing and resources to fund the required Equity and to raise the debt necessary for undertaking and implementing the Project in accordance with this Agreement; (n) The selected Bidder is duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested the TANGEDCO to enter into this Agreement with the Mine Developer and Operator pursuant to the LOA, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement. Further, the Bidder has also agreed that it/they shall be liable towards all obligations, undertakings and liabilities (including financial liabilities) under this Agreement, in the event of default made by the Mine Developer and Operator; (o) All its rights and interests in the Mines and Coal Stockyard shall pass to and vest in the TANGEDCO on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the TANGEDCO, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; (p) No representation or warranty by it contained herein or in any other document furnished by it to the TANGEDCO or to any Authority in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (q) No sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Agreement or entering into this Agreement or for influencing or attempting to influence any officer or employee of the TANGEDCO in connection therewith; (r) All information provided by the {selected Bidder /Bidding Consortium Members} in response to the Bid Document or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; (s) All undertakings and obligations of the {selected Bidder / Bidding Consortium Members} and the Mine Developer and Operator arising from the Bid Document or otherwise shall be binding on the Mine Developer and Operator as if they form part of this Agreement, except as modified pursuant to the terms of this Agreement. 7.2 In the event, any of the representation or warranty made or given by the Mine Developer and Operator ceases to be true or stands changed, the Mine Developer and Operator shall promptly notify TANGEDCO of the same. Mine Developer and Operator hereby waive all its rights to invoke and shall not invoke the TANGEDCO’s knowledge (actual, constructive or imputed) of a fact or circumstances that might make a statement untrue, inaccurate, incomplete or misleading as a defence to a claim for breach of warranty or covenant or obligation of the Mine Developer and Operator.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary Borrower hereby ----------------------------- represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent thatLender as follows: (a) it is a corporation duly organized and organized, validly existing as a German public law banking institution and in good standing under the laws of the State of North Rhine-Westphalia and Delaware, is duly qualified as a foreign corporation and is in good standing in each jurisdiction as to conduct banking which the location of its assets or the nature of its business makes qualification necessary or in which the State of New York through failure to so qualify would have a material adverse effect on its New York Branch; (b) it condition or operations, financial or otherwise, and has full power, all corporate power and authority and legal right to conduct its business and operations as currently conducted to own or hold under lease its assets and properties, and to enter into execute, deliver, and perform all of its obligations under under, this AgreementAgreement and the Note and any other related documents to which it is a party; (cb) the execution, delivery and performance by it of this Agreement Agreement, the Note and any related documents to which it is a party have been duly authorized by all necessary corporate action on the part of it action, do not contravene its charter, by-laws or any applicable laws, rules regulations, orders, writs, judgments, injunctions, decrees, determinations or awards, and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will not result in a breach or violation of any of the terms, conditions or provisions of, or will constitute a default under, or require any consent (other than consents which have been duly obtained and are in effect, consents described in Section 7(e) below, and other consents with respect to which Borrower's failure to obtain such consents will not result in a material adverse effect on Borrower or approval its business) under, any law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract indenture or other agreement or instrument to which it is a party or by which it or any of its properties is bound, may be bound or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; andaffected; (fc) there are no pending orauthorization or approval by, and no notice to its knowledgeor filing with, threatened actionsany governmental authority or regulatory body is required to be obtained or made in connection with the execution, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting delivery and performance by it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement Agreement, the Note or the enforceability hereof Security Agreement, except as noted in Section 5(c)(ii) of the Security Agreement; (d) this Agreement, the Note and each of the other related documents to which it is a party constitute the legal, valid and binding obligations of Borrower enforceable against it in accordance with the terms hereofits respective terms, nor except as such enforceability shall be subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity; (e) there is the Depositary in default with respect to any order of no pending or threatened action or proceeding affecting it before any court, governmental authority, arbitration board agency or administrative agency so as to arbitrator which may materially adversely affect its ability to perform its obligations hereunder or under the Note or any other related document to which it is a party or which purports to affect the legality, validity or enforceability of this Agreement, the Note or such other related document; (f) the indebtedness represented by the Loans is not subordinated to any other indebtedness of Borrower; and (g) no lien or security interest of any nature whatsoever relating to any of the Collateral is currently in effect, except as expressly permitted by the Security Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalDelta, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part I, Item 3 — Legal Proceedings of the Form 10-K of The Bank of New York Mellon Corporation for the annual period ended December 31, 2010 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that6.01 THE BORROWER REPRESENTS AND WARRANTS TO THE BANK THAT: (a) it is duly organized incorporated and validly existing as a German public law banking institution company with limited liability under the laws of the State of North Rhine-Westphalia England and it has power to carry on its business as it is duly qualified now being conducted and to conduct banking business in the State of New York through own its New York Branchproperty and other assets; (b) it has full powerthe power to execute, authority and legal right to conduct its business and operations as currently conducted and to enter into deliver and perform its obligations under this Agreement; (c) Contract and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same by it; (c) this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and Contract constitutes its legal, valid and legally binding obligations enforceable against it in accordance with the terms hereofobligations; (d) no authorizationthe execution and delivery of, consent or approval the performance of or other action byits obligations under, and no notice compliance with the provisions of, this Contract do not and will not: (i) contravene any existing applicable law, statute, rule or regulation, or any judgement, decree or permit to or filing with, any United States federal or state governmental authority or regulatory body which it is required for the execution, delivery or performance by it of this Agreementsubject; (eii) neither the executionconflict with, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a any material breach or violation of any of the terms, conditions or provisions terms of, or will require any consent or approval constitute a material default under, any law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or other instrument to which it is a party or is subject or by which either of them or its property is bound which might reasonably be expected to have a material adverse effect on its ability to perform its material obligations under this Contract; or (iii) contravene or conflict with any provision of its Memorandum and Articles of Association; (e) every material consent, authorisation, licence or approval of, or registration with, or declaration to, governmental or public bodies or authorities or courts required by it to authorise, or required by it in connection with the execution, delivery, validity, enforceability or admissibility in evidence of this Contract or the performance by it of its material obligations under this Contract has been obtained or made and is in full force and effect, and there has been no material default in the observance of the conditions or restrictions (if any) imposed in, or in connection with, any of the same; (f) the consolidated audited accounts of THE BORROWER for the year ended 31st March 2001 (the "ACCOUNTING DATE") have been prepared on a basis consistent with previous years and have been approved by its auditors as representing a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of THE BORROWER; (g) there has been no Material Adverse Change in relation to THE BORROWER since the Accounting Date and no event or circumstance which constitutes or would with the passage of time constitute an event of default under Article 10.01 has occurred and is continuing; (h) no litigation, arbitration or regulatory proceedings or investigations for which process has been served on it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there relevant subsidiaries are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency current and which, if adversely determined, should result in a material adverse change in relation to THE BORROWER; and (i) would adversely affect THE BORROWER has obtained all necessary consents, authorisations, licences or approvals of governmental or public bodies or authorities in connection with THE PROJECT and all such consents, authorisations, licences or approvals are in full force and effect. The representations and warranties contained in this Article 6.01 shall be treated as being made on the ability of it to perform its obligations under date on which this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor Contract is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreementamended and restated.

Representation and Warranties. The Depositary hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 – Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended March 31, 2009 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary 30.1 Each Party hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent other Party that: (a) it is duly organized organised and validly existing as a German public law banking institution under the laws of the State country of North Rhine-Westphalia its incorporation or other establishments, and is duly qualified to conduct banking business in the State of New York through its New York Branch; (b) it has full power, power and authority and legal right to conduct its business and operations as currently conducted and to enter into this Agreement and to perform its obligations under this Agreement; (b) the execution and delivery of this Agreement and the performance by it of its obligations under this Agreement have been duly and validly authorised by all necessary corporate actions on the part of it; (c) this Agreement constitutes a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms; (d) the execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate action on and the part of it acts and transactions contemplated hereby do not and will not, with or without the giving of notice or lapse of time or both, violate, conflict with, require any stockholder approval, consent under or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach of or violation of default under any of the terms, conditions or provisions of, or will require any consent or approval under, any applicable law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction judgement or decree of any court or governmental authority against it or by which it applicable to it, or any of its properties is bound or any indentureterm, mortgage or contract condition, covenant, undertaking, agreement or other agreement or instrument instruments to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (fe) there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgements or decrees of any nature made, existing, or pending or, to its best knowledge, threatened actionsor anticipated, suits, investigations which may prejudicially affect the due performance or proceedings (whether or not purportedly on behalf enforceability of it) against or affecting it this Agreement or any obligation, act, omission or transactions contemplated hereunder. 30.2 The Service Provider hereby represents, warrants and undertakes that all information and documents of its property before any kind which have in the past been or by any court or administrative agency which, if adversely determined, will during the Term be provided to the UPCA in connection with (i) would adversely affect the ability of it Proposal and any accompanying information submitted by or concerning the Service Provider in response to perform its obligations under this Agreement the RFP; or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.Service Provider; and/or

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalSpirit, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, with (i) any United States federal or state governmental authority or regulatory body Deposit Agreement (Class B) (Spirit 0000-0 XXXX) xxxxxxxxxx xxxx xx (xx) any court or governmental authority of France or any political subdivision thereof, is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this and Deposit Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.2014-2B

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalDelta, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: : (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branch; organization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; ; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; ; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; ; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part I, Item 3 — Legal Proceedings of the Form 10-K of The Bank of New York Mellon Corporation for the annual period ended December 31, 2010 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.Deposit Agreement (Class A) (2011-1 EETC)

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a1) it is a national banking association duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branch;United States (b2) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c3) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d4) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e5) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, (A) conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or (B) results or will result in a material breach or violation of any of the terms, conditions or provisions of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f6) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalUnited, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a société anonyme duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia France and is duly qualified licensed to conduct banking business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to Deposit Agreement 2014-1B which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalSpirit, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a national banking association duly organized and validly existing as a German public law banking institution in good standing under the laws of the State of North Rhine-Westphalia United States and is duly qualified licensed to conduct banking and trust business in the State of New York through its New York BranchYork; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; ; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, with any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other material agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary hereby represents and warrants to ContinentalAmerican, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: (a) it is a New York banking corporation duly organized and validly existing as a German public law banking institution in good standing under the laws of the State its jurisdiction of North Rhine-Westphalia and is duly qualified to conduct banking business in the State of New York through its New York Branchorganization; (b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any of its organizational documents similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and (f) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency (except, in the case of the immediately following clause (i), as set forth in Part II, Item 1 – Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended March 31, 2009 filed with the Securities and Exchange Commission) which, if adversely determined, (i) would adversely affect the ability of it to perform its obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.

Representation and Warranties. The Depositary (a) Each party hereby represents and warrants to Continental, the Escrow Agent, the Pass Through Trustee and the Paying Agent thatother party as follows: (ai) it is duly organized organised and validly existing as a German public law banking institution under the laws of the State country of North Rhine-Westphalia its incorporation or other establishment, and is duly qualified to conduct banking business in the State of New York through its New York Branch; (b) it has full power, power and authority and legal right to conduct its business and operations as currently conducted and to enter into this Agreement and to perform its obligations under this Agreement; (cii) the execution and delivery of this Agreement and the performance by it of its obligations under this Agreement have been duly and validly authorised by all necessary corporate actions on the part of it; (iii) this Agreement constitutes a legal, valid and binding obligation of such party enforceable against it in accordance with its terms; (iv) the execution, delivery and performance by such party of this Agreement have been duly authorized by all necessary corporate action on and the part of it acts and transactions contemplated hereby do not and will not, with or without the giving of notice or lapse of time or both, violate, conflict with, require any stockholder approval, consent under or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement; (e) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach of or violation of default under any of the termsApplicable Law, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or any of its organizational documents or any order, writ, injunction judgement or decree of any court or governmental authority against it or by which it applicable to it, or any of its properties is bound or any indentureterm, mortgage or contract condition, covenant, undertaking, agreement or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and; (fv) there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgements or decrees of any nature made, existing, or pending or, to its best knowledge, threatened actionsor anticipated, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (i) would adversely which may prejudicially affect the ability of it to perform its obligations under this Agreement due performance or (ii) would call into question or challenge the validity enforceability of this Agreement or the enforceability hereof in accordance with the terms hereofany obligation, nor is the Depositary in default with respect to any order act, omission or transactions contemplated hereunder. (b) The Company hereby represents, warrants and undertakes that all information and documents of any court, governmental authority, arbitration board kind which have in the past been or administrative agency so as will during the Term be provided to adversely affect its ability the BCCI in connection with (i) the Proposal and any accompanying information submitted by or in relation to perform its obligations under this Agreement.the Company in response to the Request for Proposal; or