Common use of SUBLESSOR'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. Sublessor represents and warrants that: (a) the copy of the Master Lease attached hereto as Exhibit A is true and complete; (b) the Master Lease evidences the entire written agreement between the Master Lessor and the Sublessor; (c) the Master Lease is in full force and effect and Sublessor holds all the right, title and interest in and to the interests of Tenant thereunder; (d) to the best of its knowledge as of the date hereof, the Sublessor is not in default under the Master Lease and no conditions exist which with the passing of time or the giving of notice would result in default thereunder; (e) to the best of its knowledge as of the date hereof, the Master Lessor is not in default under the Master Lease, Master Landlord is in compliance with all representations and warranties made under the Master Lease and no conditions exist which with the passing of time or the giving of notice would resulting default thereunder; and (f) it has no actual knowledge of any notices from any governmental agencies of any environmental issues or pending assessments which would have a material and adverse effect on Sublessee's intended use of the Subleased Premises. With respect to any representation or warranty set forth above where it is stated that Sublessor has "no actual knowledge", such representation or warranty shall be limited to the actual knowledge of Richard N. Lupien, Manager Corporate Safety, Health & Real Xxxxxx xx Xxxxxxxor, Sublessor warrants and represents that Mr. Lupien is the person within Sublessor's organization moxx xxxxxx to have knowledge of such subject matters. In the event any environmental issues pre-existing Sublessee's possession are found on the Subleased Premises or any Hazardous Substances in excess of levels permitted under applicable law are found on or in the Subleased Premises and such Hazardous Substances are not present as a result of an act or omission of Sublessee, Sublessee shall have no liability or obligation to Sublessor or Master Lessor with respect thereto.

SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. SUBLESSOR SUBLEASES AND SUBLESSEE TAKES THE AIRCRAFT AND EACH PART THEREOF “AS-IS,” “WHERE-IS.” NONE OF HEAD LESSOR, SUBLESSOR, THE INDENTURE TRUSTEE NOR ANY PARTICIPANT MAKES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE, AND EACH HEREBY EXPRESSLY DISCLAIMS AND WILL BE DEEMED TO HAVE EXPRESSLY DISCLAIMED, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, AIRWORTHINESS, WORKMANSHIP, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OR A PARTICULAR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, except that Sublessor (i) represents and warrants that: that on the Commencement Date the Aircraft shall be free of Sublessor Liens (aincluding for this purpose Liens which would be Sublessor Liens but for the proviso in the definition of Sublessor Liens) and (ii) agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Sublessor Lien attributable to it on or with respect to the copy Airframe or any Engine, and it agrees that it will promptly, at its own expense, take such action as may be necessary duly to discharge such Sublessor Lien. None of the Master Lease attached hereto as Exhibit A is true and complete; provisions of this Sublease shall be deemed to amend, modify or otherwise affect the representations, warranties or other obligations (bexpress or implied) of the Master Lease evidences Manufacturer, any subcontractor or supplier of the entire written agreement between the Master Lessor and the Sublessor; (c) the Master Lease is in full force and effect and Sublessor holds all the right, title and interest in and Manufacturer with respect to the interests of Tenant thereunder; (d) Airframe, the Engines or any Parts, or to release the Manufacturer, or any such subcontractor or supplier, from any such representation, warranty or obligation, or to diminish any right that Sublessee may have with respect to the best of its knowledge as of Airframe, Engines or Parts against the date hereof, the Sublessor is not in default Manufacturer or any such subcontractor or supplier under the Master Lease and no conditions exist which with the passing of time Purchase Agreement or the giving of notice would result in default thereunder; (e) to the best of its knowledge as of the date hereof, the Master Lessor is not in default under the Master Lease, Master Landlord is in compliance with all representations and warranties made under the Master Lease and no conditions exist which with the passing of time or the giving of notice would resulting default thereunder; and (f) it has no actual knowledge of any notices from any governmental agencies of any environmental issues or pending assessments which would have a material and adverse effect on Sublessee's intended use of the Subleased Premises. With respect to any representation or warranty set forth above where it is stated that Sublessor has "no actual knowledge", such representation or warranty shall be limited to the actual knowledge of Richard N. Lupien, Manager Corporate Safety, Health & Real Xxxxxx xx Xxxxxxxor, Sublessor warrants and represents that Mr. Lupien is the person within Sublessor's organization moxx xxxxxx to have knowledge of such subject matters. In the event any environmental issues pre-existing Sublessee's possession are found on the Subleased Premises or any Hazardous Substances in excess of levels permitted under applicable law are found on or in the Subleased Premises and such Hazardous Substances are not present as a result of an act or omission of Sublessee, Sublessee shall have no liability or obligation to Sublessor or Master Lessor with respect theretootherwise.

SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. As an inducement to ------------------------------------------ Sublessee to enter this Sublease, Sublessor represents and warrants with respect to the Subleased Premises that: (ai) the Master Lease is in full force and effect, and there exists under the Master Lease no event of default, nor has there occurred any event which, with the giving of notice or passage of time or both, could constitute an event of default by Sublessor or, to Sublessor's actual knowledge without duty of inquiry, Master Lessor; (ii) to the best of Sublessor's actual knowledge, Sublessor has not received any written notice from any insurance company of any defects or inadequacies in the Subleased Premises of any part thereof which could adversely affect the Subleased Premises or any portion thereof; (iii) to the best of Sublessor's actual knowledge, Sublessor has not received any written notice from governmental authorities that there are pending or threatened condemnation or similar proceedings affecting the Subleased Premises or any portion thereof; (iv) Sublessor has not assigned (for security purposes or otherwise) its interest in the Master Lease or sublet its interest in the Subleased Premises; (v) Sublessor has provided Sublessee with true, correct and complete copies of any and all Private Restrictions affecting the Subleased Premises; (vi) the copy of the Master Lease attached hereto as Exhibit A is true a true, correct and complete; (b) complete copy of the Master Lease evidences the entire written agreement between the Master Lessor Lease, including all amendments and the Sublessormodifications thereto; and (c) the Master Lease is in full force and effect and Sublessor holds all the right, title and interest in and to the interests of Tenant thereunder; (dvii) to the best of its knowledge as Sublessor's actual knowledge, any handling, transportation, storage, treatment or use of Hazardous Materials by Sublessor in or on the Subleased Premises has been done in compliance with all laws which relate to Hazardous Materials. Sublessor also represents and warrants for the benefit of Sublessee that those portions of the date hereofSubleased Premises which Sublessor, the Sublessor is not in default under the Master Lease and no conditions exist which with the passing of time or the giving of notice would result in default thereunder; (e) to the best of its knowledge as of the date hereof, the Master Lessor is not in default Tenant under the Master Lease, Master Landlord is in compliance with all representations required to keep and warranties made under maintain pursuant to Section 5.1.A. of the Master Lease ("Tenant's Maintenance Items") will be in good order, condition and no conditions exist which with repair during the passing of time or the giving of notice would resulting default thereunder; and first thirty (f30) it has no actual knowledge of any notices from any governmental agencies of any environmental issues or pending assessments which would have a material and adverse effect on Sublessee's intended use days of the Subleased PremisesTerm. With respect to If any representation or warranty set forth above where it Tenant Maintenance Item is stated that Sublessor has "no actual knowledge", such representation or warranty shall be limited to the actual knowledge of Richard N. Lupien, Manager Corporate Safety, Health & Real Xxxxxx xx Xxxxxxxor, Sublessor warrants and represents that Mr. Lupien is the person within Sublessor's organization moxx xxxxxx to have knowledge of such subject matters. In the event any environmental issues pre-existing Sublessee's possession are found on the Subleased Premises or any Hazardous Substances in excess of levels permitted under applicable law are found on or not in the Subleased Premises and such Hazardous Substances are not present as a result required condition during the first thirty (30) days of an act or omission of Sublesseethe Term, Sublessee shall have so notify Sublessor of the need for repair in writing, and Sublessor shall complete the repair at no liability cost to Sublessee; provided, however, that if the need for repair resulted from the action or inaction of Sublessee (including, without limitation, any action or inaction during Sublessee's period of early access pursuant to Section 3.D above), Sublessor shall not be obligated to complete the repair. Time is of the essence with respect to Sublessee's obligation to notify Sublessor of any need for repair within the first thirty (30) days of the Term, and if Sublessee does not so notify Sublessor during the thirty (30)- day period, Sublessor's obligation to repair shall terminate and be of no further force or Master Lessor with respect theretoeffect as of the end of the thirtieth (30th) day of the Term.

SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. SUBLESSOR SUBLEASES AND SUBLESSEE TAKES THE AIRCRAFT AND EACH PART THEREOF “AS-IS,” “WHERE-IS.” NONE OF HEAD LESSOR, SUBLESSOR, NOR ANY PARTICIPANT MAKES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE, AND EACH HEREBY EXPRESSLY DISCLAIMS AND WILL BE DEEMED TO HAVE EXPRESSLY DISCLAIMED, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, AIRWORTHINESS, WORKMANSHIP, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OR A PARTICULAR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, except that Sublessor (i) represents and warrants that: that on the Commencement Date the Aircraft shall be free of Sublessor Liens (aincluding for this purpose Liens which would be Sublessor Liens but for the proviso in the definition of Sublessor Liens) and (ii) agrees that it will not directly or indirectly create, incur, assume or suffer to exist any Sublessor Lien attributable to it on or with respect to the copy Airframe or any Engine, and it agrees that it will promptly, at its own expense, take such action as may be necessary duly to discharge such Sublessor Lien. None of the Master Lease attached hereto as Exhibit A is true and complete; provisions of this Sublease shall be deemed to amend, modify or otherwise affect the representations, warranties or other obligations (bexpress or implied) of the Master Lease evidences Manufacturer, any subcontractor or supplier of the entire written agreement between the Master Lessor and the Sublessor; (c) the Master Lease is in full force and effect and Sublessor holds all the right, title and interest in and Manufacturer with respect to the interests of Tenant thereunder; (d) Airframe, the Engines or any Parts, or to release the Manufacturer, or any such subcontractor or supplier, from any such representation, warranty or obligation, or to diminish any right that Sublessee may have with respect to the best of its knowledge as of Airframe, Engines or Parts against the date hereof, the Sublessor is not in default Manufacturer or any such subcontractor or supplier under the Master Lease and no conditions exist which with the passing of time Purchase Agreement or the giving of notice would result in default thereunder; (e) to the best of its knowledge as of the date hereof, the Master Lessor is not in default under the Master Lease, Master Landlord is in compliance with all representations and warranties made under the Master Lease and no conditions exist which with the passing of time or the giving of notice would resulting default thereunder; and (f) it has no actual knowledge of any notices from any governmental agencies of any environmental issues or pending assessments which would have a material and adverse effect on Sublessee's intended use of the Subleased Premises. With respect to any representation or warranty set forth above where it is stated that Sublessor has "no actual knowledge", such representation or warranty shall be limited to the actual knowledge of Richard N. Lupien, Manager Corporate Safety, Health & Real Xxxxxx xx Xxxxxxxor, Sublessor warrants and represents that Mr. Lupien is the person within Sublessor's organization moxx xxxxxx to have knowledge of such subject matters. In the event any environmental issues pre-existing Sublessee's possession are found on the Subleased Premises or any Hazardous Substances in excess of levels permitted under applicable law are found on or in the Subleased Premises and such Hazardous Substances are not present as a result of an act or omission of Sublessee, Sublessee shall have no liability or obligation to Sublessor or Master Lessor with respect theretootherwise.

SUBLESSOR'S REPRESENTATIONS AND WARRANTIES. As an inducement to Sublessee to enter this Sublease, Sublessor represents and warrants with respect to the Subleased Premises that: (ai) the Master Lease is in full force and effect, and there exists under the Master Lease no event of default, nor has there occurred any event which, with the giving of notice or passage of time or both, could constitute an event of default by Sublessor or, to Sublessor’s actual knowledge without duty of inquiry, Master Lessor; (ii) to the best of Sublessor’s actual knowledge, Sublessor has not received any written notice from any insurance company of any defects or inadequacies in the Subleased Premises of any part thereof which could adversely affect the Subleased Premises or any portion thereof; (iii) to the best of Sublessor’s actual knowledge, Sublessor has not received any written notice from governmental authorities that there are pending or threatened condemnation or similar proceedings affecting the Subleased Premises or any portion thereof; (iv) Sublessor has not assigned (for security purposes or otherwise) its interest in the Master Lease or sublet its interest in the Subleased Premises; (v) Sublessor has provided Sublessee with true, correct and complete copies of any and all Private Restrictions affecting the Subleased Premises; (vi) the copy of the Master Lease attached hereto as Exhibit A is true a true, correct and complete; (b) complete copy of the Master Lease evidences the entire written agreement between the Master Lessor Lease, including all amendments and the Sublessormodifications thereto; and (c) the Master Lease is in full force and effect and Sublessor holds all the right, title and interest in and to the interests of Tenant thereunder; (dvii) to the best of its knowledge as Sublessor’s actual knowledge, any handling, transportation, storage, treatment or use of Hazardous Materials by Sublessor in or on the Subleased Premises has been done in compliance with all laws which relate to Hazardous Materials. Sublessor also represents and warrants for the benefit of Sublessee that those portions of the date hereofSubleased Premises which Sublessor, the Sublessor is not in default under the Master Lease and no conditions exist which with the passing of time or the giving of notice would result in default thereunder; (e) to the best of its knowledge as of the date hereof, the Master Lessor is not in default Tenant under the Master Lease, Master Landlord is in compliance with all representations required to keep and warranties made under maintain pursuant to Section 5.1.A. of the Master Lease (“Tenant’s Maintenance Items”) will be in good order, condition and no conditions exist which with repair during the passing of time or the giving of notice would resulting default thereunder; and first thirty (f30) it has no actual knowledge of any notices from any governmental agencies of any environmental issues or pending assessments which would have a material and adverse effect on Sublessee's intended use days of the Subleased PremisesTerm. With respect to If any representation or warranty set forth above where it Tenant Maintenance Item is stated that Sublessor has "no actual knowledge", such representation or warranty shall be limited to the actual knowledge of Richard N. Lupien, Manager Corporate Safety, Health & Real Xxxxxx xx Xxxxxxxor, Sublessor warrants and represents that Mr. Lupien is the person within Sublessor's organization moxx xxxxxx to have knowledge of such subject matters. In the event any environmental issues pre-existing Sublessee's possession are found on the Subleased Premises or any Hazardous Substances in excess of levels permitted under applicable law are found on or not in the Subleased Premises and such Hazardous Substances are not present as a result required condition during the first thirty (30) days of an act or omission of Sublesseethe Term, Sublessee shall have so notify Sublessor of the need for repair in writing, and Sublessor shall complete the repair at no liability cost to Sublessee; provided, however, that if the need for repair resulted from the action or inaction of Sublessee (including, without limitation, any action or inaction during Sublessee’s period of early access pursuant to Section 3.D above), Sublessor shall not be obligated to complete the repair. Time is of the essence with respect to Sublessee’s obligation to notify Sublessor of any need for repair within the first thirty (30) days of the Term, and if Sublessee does not so notify Sublessor during the thirty (30)- day period, Sublessor’s obligation to repair shall terminate and be of no further force or Master Lessor with respect theretoeffect as of the end of the thirtieth (30th) day of the Term.