Common use of Without prejudice to Clause in Contracts

Without prejudice to. the Buyer’s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe specified by the Seller. In addition, prior to Delivery of the Aircraft to the Buyer, the Buyer agrees: (i) to monitor the BFE Suppliers and ensure that they will enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart; (ii) that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer will allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft; (iii) for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: (a) Preliminary Design Review (“PDR”), (b) Critical Design Review (“CDR”); (iv) to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer will delegate the FAI to the BFE Supplier thereof and confirmation thereof will be supplied to the Seller in writing; (v) to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer will delegate the SI to the BFE Supplier and confirmation thereof will be supplied to the Seller in writing. Should the Buyer not attend the SI, the Buyer will be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller will be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees will be acting in an advisory capacity only and at no time will they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.

Without prejudice to. the Buyer’s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will organize meetings between the Buyer and BFE SuppliersSuppliers on reasonable advance notice. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe reasonably specified by the Seller. In addition, prior to Delivery of the Aircraft to the Buyer, the Buyer agrees: (i) to monitor the BFE Suppliers and seek to ensure that they will enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart; (ii) that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer will allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft; (iii) for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: (a) Preliminary Design Review (“PDR”), (b) Critical Design Review (“CDR”); (iv) to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer will delegate the FAI to the BFE Supplier thereof and confirmation thereof will be supplied to the Seller in writing; (v) to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer will delegate the SI to the BFE Supplier and confirmation thereof will be supplied to the Seller in writing. Should the Buyer not attend the SI, the Buyer will be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller will be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees will be acting in an advisory capacity only and at no time will they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.

Without prejudice to. the Buyer’s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will shall organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe specified by the Sellerdefined timeframe. In addition, prior throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees: (i) : • to monitor the BFE Suppliers and ensure that they will shall enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart; (ii) ; • that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer will shall allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft; (iii) ; • for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: (a) : • Preliminary Design Review (“PDR”), (b) , • Critical Design Review (“CDR”); (iv) ; • to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer will shall delegate the FAI to the BFE Supplier thereof and confirmation thereof will shall be supplied to the Seller in writing; (v) ; • to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer will shall delegate the SI to the BFE Supplier and confirmation thereof will shall be supplied brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer will shall be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI. The Seller will shall be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees will shall be acting in an advisory capacity only and at no time will shall they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.

Without prejudice to. its rights hereunder and/or under the BuyerMaster Agreement, the Bank may at the same time as, or at any time after, any Default under this Agreement or the Borrower’s obligations hereunderdefault under the Master Agreement, set off any amount due now or in order the future from the Borrower to facilitate the development Bank under this Agreement against any amount due from the Bank to the Borrower under the Master Agreement and apply the first amount in discharging the second amount. The effect of any set off under this clause 17.1(b)) shall be effective to extinguish or, as the case may require, reduce the liabilities of the BFE Engineering Definition, Bank under the Seller will organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe specified by the Seller. In addition, prior to Delivery Master Agreement.”; and (xxxii) Clause 21 of the Aircraft Principal Agreement is deleted without affecting the numbering of the clauses following such clause 21 which remains unchanged; b. With effect as from the Effective Date all references to “Corporate Guarantor” shall be construed as references to the Buyer, the Buyer agrees: (i) to monitor the BFE Suppliers New Corporate Guarantor and ensure that they will enable the Buyer to fulfil its obligations, including but not limited to those set forth all references in the Customization Milestone Chart; (ii) thatPrincipal Agreement to “this Agreement”, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, “hereunder” and the Buyer will allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft; (iii) for major BFE, including, but not being limited to, seats, galleys like and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely: (a) Preliminary Design Review (“PDR”), (b) Critical Design Review (“CDR”); (iv) to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer will delegate the FAI Security Documents to the BFE Supplier thereof and confirmation thereof will “Agreement” shall be supplied construed as references to the Seller in writing;Principal Agreement as amended and/or supplemented by this Agreement. (v) to attend c. the Source Inspection (definition “SI”) that takes place at Security Documents” with effect as from the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer will delegate the SI to the BFE Supplier and confirmation thereof will be supplied to the Seller in writing. Should the Buyer not attend the SI, the Buyer will date hereof shall be deemed to have accepted include the conclusions Security Documents as amended and/or supplemented in pursuance to the terms hereof as well as the New Security Documents and any document or documents (including if the context requires the Loan Agreement) that may now or hereafter be executed as security for the repayment of the BFE Supplier with respect to such SI. The Seller will be entitled to attend Loan, interest thereon and any other moneys payable by the PDR, Borrower under the CDR Principal Agreement and the FAISecurity Documents (as herein defined) as well as for the performance by the Borrower and the other Security Parties (as defined in the Loan Agreement) of all obligations, covenants and agreements pursuant to the Principal Agreement this Agreement and/or the Security Documents. In doing so, 6 Continuance of Principal Agreement Save for the Seller’s employees will be acting in an advisory capacity only and at no time will they be alterations to the Principal Agreement made or deemed to be acting made pursuant to this Agreement and such further modifications (if any) thereto as Buyer’s employees or agents, either directly or indirectlymay be necessary to make the same consistent with the terms of this Agreement the Principal Agreement shall remain in full force and effect and the security constituted by the Security Documents executed by the Borrower and the other Security Parties shall continue and remain valid and enforceable.