WILMINGTON TRUST COMPANY not in its individual capacity but solely as owner trustee under the trust agreement to be dated as of September 29, 2004 By: Name: Title: Dated: September 29, 2004 EXHIBIT C FORM OF RULE 144A INVESTMENT REPRESENTATION Description of Rule 144A Securities, including numbers: The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").
WILMINGTON TRUST COMPANY as Mortgagee By ---------------------------------------- Name: Title: MANUFACTURER CONSENT AND AGREEMENT ___ The undersigned, THE BOEING COMPANY, a Delaware corporation, hereby acknowledges notice of and consents to all of the terms of Purchase Agreement and Engine Warranties Assignment ___ (herein called the "Assignment") (the defined terms therein being hereinafter used with the same meanings unless otherwise defined herein) between Continental Airlines, Inc., as Assignor, and First Security Bank, National Association, as Owner Trustee, as Assignee, and hereby confirms to Assignee that: (i) all representations, warranties, indemnities and agreements of Manufacturer under the Purchase Agreement with respect to the Aircraft shall inure to the benefit of Assignee to the same extent as if originally named the "Buyer" therein, except as provided by Section 2 of the Assignment; (ii) Assignee shall not be liable for any of the obligations or duties of Assignor under the Purchase Agreement, nor shall the Assignment give rise to any duties or obligations whatsoever on the part of Assignee owing to Manufacturer, except as provided in Section 4 of the Assignment; (iii) Manufacturer consents to the lease of the Aircraft by Assignee to Assignor under the Lease, consents to the grant of a security interest in the Aircraft pursuant to the Trust Indenture by Assignee and agrees that the Assignment constitutes an agreement by Assignee as required by Article 10.2 of the Purchase Agreement; and (iv) Manufacturer will continue to pay to Assignor or its order all payments that Manufacturer may be required to make in respect of the Aircraft under the Purchase Agreement unless and until Manufacturer shall have received written notice from Assignee or Mortgagee addressed to its Vice President-Contracts at X.X. Xxx 0000, Mail Code 21-34, Xxxxxxx, Xxxxxxxxxx 00000-0000, if by mail, or to (000) 000-0000, if by facsimile, that a Lease Event of Default has occurred and is continuing, whereupon Manufacturer will not be required to make further inquiry into the content of such notice and will make any and all payments that it may be required thereafter to make in respect of the Aircraft under the Purchase Agreement and the right to receive that has been assigned under the Assignment, directly to Assignee at its address at 00 Xxxxx Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, Attn: Corporate Trust Department (or, so long as the Trust Indenture has not been discharged, directly...
WILMINGTON TRUST COMPANY. As Trustee By: ------------------------------- As Authenticating Agent By: ------------------------------- Authorized Officer
WILMINGTON TRUST COMPANY not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to Landesbank Hessen-Thüringen Girozentrale (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2010-1B) dated as of December 2, 2010, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:
WILMINGTON TRUST COMPANY not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement in respect of the JetBlue Airways Pass Through Trust 2004-1G-1-O By: Title: ASSIGNEE: WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement in respect of the JetBlue Airways Pass Through Trust 2004-1G-1-S By: Title:
WILMINGTON TRUST COMPANY not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement in respect of the Continental Airlines Pass Through Trust 1997-1_-O By: --------------------------------------- Title: ASSIGNEE: WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement in respect of the Continental Airlines Pass Through Trust 1997-1_-S By: --------------------------------------- Schedule I Schedule of Assigned Documents
WILMINGTON TRUST COMPANY not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title:
WILMINGTON TRUST COMPANY. By: -------------------------- Name: Title:
WILMINGTON TRUST COMPANY not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements, (each, a “Pass Through Trustee”) and (d)
