AIRBUS A320 NEO FAMILY AIRCRAFT PURCHASE AGREEMENT Dated as of July 28, 2011 between AIRBUS S.A.S Seller and C.I.T. Leasing Corporation Buyer

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DEFINITIONS

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms will have the following meanings:

A320 NEO Family Aircraft – collectively the A319 NEO Aircraft, the A320NEO Aircraft and the A321 NEO Aircraft, as defined in sub-Clause 2.2 of this Agreement.

A319 NEO Aircraft - as defined in sub-Clause 2.2 of this Agreement and Exhibit “B” hereto.

A320 NEO Aircraft - as defined in sub-Clause 2.2 of this Agreement and Exhibit “D” hereto.

A321 NEO Aircraft - as defined in sub-Clause 2.2 of this Agreement and Exhibit “F” hereto.

ACT - auxiliary center fuel tank.

Affiliate - with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity.

After-Tax Basis - means with respect to any payment required to be made on an After-Tax Basis (“Required Payment”), that such Required Payment shall be supplemented by and include an additional amount so that, after (i) deduction of all taxes, fees, imposts, duties, and similar charges resulting from such receipt or accrual and of any penalties, fines or interest thereon (“Taxes”), including such Taxes imposed with respect to such additional amount or amounts, and (ii) taking into account any credits or deduction in Taxes allowed to the Indemnitee (as defined in sub-Clause 4.3.3 herein) as a consequence of the payment of (x) the underlying Taxes or other amounts with respect to which the Required Payment is to be made and (y) any Taxes imposed with respect to the Required Payment, the net amount obtained by the Indemnitee equals the Required Payment; provided, however, that for the purposes of such calculations it shall be assumed that the Indemnitee is at all times subject to taxation at the highest applicable marginal rates that apply to the Indemnitee from time to time.

Agreement - this Airbus A320 NEO Family Purchase Agreement, including all exhibits, appendixes and Letter Agreements attached hereto, as the same may be amended or modified and in effect from time to time.

AirbusWorld corresponds to the Seller’s customer portal as further defined in the GTC.

Aircraft - any or all of, fifty (50) Airbus A320 NEO Family Aircraft to be purchased by the Seller and sold to the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

Airframe - any Aircraft, excluding the Propulsion Systems therefor.

Airframe Price Revision Formula - as defined in sub-Clause 5.1 and Exhibit “K” hereto.

Airworthiness Authorities means when used in respect of any jurisdiction the government entity, which under the laws of such jurisdiction has control over civil aviation or the registration, airworthiness or operation of aircraft in such jurisdiction.

July 2011

Alternative Airworthiness Authority - as defined in sub-Clause 2.7 herein.

Base Price - for any Aircraft, Airframe or Propulsion Systems, as defined in sub-Clause 4.1 of this Agreement.

Buyer Furnished Equipment (or BFE) - for any Aircraft, all the items of equipment that will be furnished by the Buyer and installed in the Aircraft by the Seller, as defined in the Specification.

CAA – the Civil Aviation Authority of the United Kingdom.

Certificate of Acceptance has the meaning set out in Clause 8.3.

CFM – CFM International, the manufacturer of the LEAP-X series Propulsion Systems.

COC Data - as defined in sub-Clause 14.9 of this Agreement.

Contractual Definition Freeze or CDF has the meaning set out in Clause 2.5.2.

Customization Milestones Chart has the meaning set out in Clause 2.5.1.

Delivery Date - with respect to an Aircraft, the date on which such Aircraft is delivered by the Seller to the Buyer.

Delivery means the transfer of title to the Aircraft from the Seller to the Buyer in accordance with Clause 9.

Delivery Location means the facilities of the Seller set forth in sub-Clause 9.1 of this Agreement.

Development Changes - as defined in sub-Clause 3.2 of this Agreement.

DGAC - the Direction Generale de l’Aviation Civile of France, or any successor agency thereto or any other authority or agency of the Government of France having like jurisdiction.

EASA - European Aviation Safety Authority, or any successor agency in force at the time of delivery of the relevant Aircraft, which shall act in lieu and place of the JAA, DGAC or LBA each as defined herein, or any of the government agencies which shall issue a certificate in respect of an Aircraft, as required in sub-Clause 2.6 or 2.7 as the case may be hereof.

Excusable Delay - as defined in sub-Clause 10.1 of this Agreement.

FAA - the U.S. Federal Aviation Administration of the United States Department of Transportation, or any successor agency thereto or any other authority or agency of the Federal Government of the United States having like jurisdiction.

Failure - as defined in sub-Clause 12.2.1 of this Agreement.

FAR- the United States Federal Aviation Regulations, as amended from time to time, or any similar regulations or legislation of the United States enacted in substitution or replacement.

thereof.

Final Contract Price - as defined in sub-Clause 4.2 of this Agreement.

General Terms and Conditions or GTC means the General Terms and Conditions of Access to and Use of AirbusWorld, signed between the Seller and an Affiliate of the Buyer (CIT AI), dated June 1, 2007, attached as Part 2 of Exhibit “N” hereto.

Goods and Services means any goods and services that may be purchased by the Buyer from the Seller, excluding Aircraft.

Inexcusable Delay - as defined in sub-Clause 11.1 of this Agreement.

In-house Warranty - as defined in sub-Clause 12.1.7 of this Agreement.

In-house Warranty Labor Rate - as defined in sub-Clause 12.1.7(v) of this Agreement.

Initial Operator – the first Operator of an Aircraft following its Delivery hereunder.

Interface Problem - as defined in sub-Clause 12.4.1 of this Agreement.

Irrevocable SCNs means the list of SCNs, which are irrevocably part of the respective A320 NEO Family Aircraft specification, as expressly set forth in Exhibit “B”, “D” and “F“ respectively.

Item - as defined in sub-Clause 12.2.1 of this Agreement.

JAA - the European Joint Airworthiness Authorities, or any successor agency thereto.

LBA - Luftfahrt-Bundesamt of Germany or any successor agency thereto.

Letter Agreement – those certain letter agreements of corresponding number dated as of the date hereof between the Buyer and the Seller, which are, by their terms, made a part hereof.

LIBOR - for each stated interest period, the rate determined on the basis of the offered rates for deposits in US dollars, which appear on the Reuters Screen LIBO Page as of 11:00 a.m., London time, on the day that is two (2) days (other than a Saturday, Sunday or a day that is a legal holiday or a day on which banking institutions are authorized to close in the City of New York, New York, London, England, or Paris, France) before the first day of an interest period. If at least two (2) such offered rates appear on the Reuters Screen LIBO Page, the rate for that interest period will be the arithmetic mean of such offered rates rounded to the nearest basis point (0.5 rounds to 1). If only one (1) offered rate appears, the rate for that interest period will be “LIBOR” as quoted by National Westminster Bank, plc. “Reuters Screen LIBO Page” means the display designated as page “LIBO” on the Reuters Monitor Money Rates Service (or any successor to such page or service).

Manufacturer - AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814, or any successor or assignee there of; also referred to herein as “Seller.”

Manufacturer’s Design - shall mean the detailed design and detail Specification of an Aircraft

originated by the Manufacturer.

Manufacturer Specification Change Notice or MSCN has the meaning set out in Clause 3.2

Material has the meaning set out in Clause 1.2 of Exhibit O.

Material Breach - as defined in sub-Clause 21.1 of this Agreement.

NEO Aircraft means an Aircraft incorporating the New Engine Option.

New Engine Option has the meaning set forth in Clause 2.3 hereof.

Inexcusable Delay has the meaning set out in Clause 11.1.

Operator- any operator of an Aircraft following Delivery hereunder.

Pratt and Whitney (or PW) – Pratt and Whitney, the manufacturer of the Pratt & Whitney PW1100G series Propulsion Systems

Predelivery Payment - any payment made against the Final Contract Price of an Aircraft according to the schedule set forth in sub-Clause 6.2.2 of this Agreement.

Predelivery Payment Reference Price - as defined in sub-Clause 6.2.3 of this Agreement.

Propulsion Systems –

• for the A319 NEO Aircraft, the A320 NEO Aircraft and the A321 NEO Aircraft, any of (i) the set of two (2) CFMI LEAP-X series engines, including associated standard equipment, installed on such Aircraft on delivery or (ii) the set of two (2) PW1100G series engines including associated standard equipment, installed on such Aircraft on Delivery, in each case as set out in sub-Clause 2.4 hereof and selected as per sub-Clause 4.1.4 hereof.

Propulsion Systems Reference Price means the reference price of a set of Propulsion Systems as set out in Exhibit L and M respectively.

Propulsion Systems Manufacturer means the manufacturer of the Propulsion Systems as set out in Clause 2.4.

Propulsion Systems Price Revision Formula is set out in Exhibit L and M respectively.

Ready for Delivery has the meaning set forth in sub-Clause 9.2 hereof.

RFC - as defined in sub-Clause 3.3 of this Agreement.

SCN or Specification Change Notice - as defined in sub-Clause 3.1 of this Agreement.

Scheduled Delivery (or Scheduled Delivery Date) - with respect to an Aircraft, the date scheduled for delivery by the Seller to the Buyer, pursuant to Letter Agreement No. 1 and sub-Clause 9.1 of the Agreement.

July 2011

Seller Furnished Equipment - shall mean, for any Aircraft, all items of equipment that will be furnished by the Seller and installed in the Aircraft by the Seller, as defined in the Specification.

Seller Parts - shall mean Aircraft components, systems, accessories, equipment and parts, manufactured pursuant to Manufacturer’s Design.

Service Life Policy - as defined in sub-Clause 12.2 of this Agreement.

Sharklets means a new large wing tip device, currently under development by the Seller, designed to enhance the eco-efficiency and payload range performance of the A320 family aircraft, and which are part of the New Engine Option and corresponding Irrevocable SCNs.

Spare Parts means the items of equipment and material that may be provided pursuant to Exhibit O.

Specification - as defined in sub-Clause 2.2 of this Agreement.

Standard Specification - as defined in sub-Clause 2.2 of this Agreement.

Supplier has the same meaning as Vendor.

Supplier Product Support Agreement has the meaning set out in Clauses 12.3 and 17.1.1.

SPSA Application means the application on AirbusWorld, which provides the Buyer with access to the Supplier Product Support Agreements.

Technical Data - as defined in sub-Clause 14.1 of this Agreement.

Total Loss has the meaning set out in Clause 10.5.

Training Conference - as defined in sub-Clause 16.1.1.4 of this Agreement.

Vendor - each manufacturer (other than a Propulsion System Manufacturer) of a component, equipment, accessory or part installed in an Aircraft at its delivery to the Buyer under this Agreement, or any replacement therefor, other than a Warranted Part, and listed in the Supplier Product Support Agreements manual referred to in sub-Clause 12.3.1 of this Agreement.

Vendor Component - as defined in sub-Clause 12.4.3 of this Agreement.

Vendor Parts - as defined in sub-Clause 12.3.1 of this Agreement.

Warranted Part - as defined in sub-Clause 12.1.1 of this Agreement.

Warranty Claim - as defined in sub-Clause 12.1.6(v) of this Agreement.

Working Day - with respect to any action to be taken hereunder, a day other than a Saturday, Sunday or other day designated as a holiday in the jurisdiction in which such action is required to be taken.

The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement, and not a particular Clause thereof.

Technical and trade terms not otherwise defined herein will have the meanings assigned to them as generally accepted in the aircraft manufacturing industry.

Clause headings and the Index are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.

In this Agreement unless the context otherwise requires:

references to Clauses, Appendices and Exhibits are to be construed as references to the Clauses of, and Appendices, and Exhibits to this Agreement and references to this Agreement include its Schedules, Exhibits and Appendices;

words importing the plural shall include the singular and vice versa; and

references to a person shall be construed as including, without limitation, references to an individual, firm, company, corporation, unincorporated body of persons and any state or agency of a state.

2.1

General

The Seller will cause to be manufactured and will sell and deliver, and the Buyer will buy and take delivery of the Aircraft subject to the terms and conditions contained in this Agreement.

2.2

Specifications

The A319-100 NEO Aircraft (the “A319 NEO Aircraft”) will be manufactured in accordance with the A319-100 Standard Specification, Document No. J.000.01000, Issue 6, dated March 1, 2007, as amended to reflect a MTOW of 70 metric tons, a MLW of 61 metric tons and a MZFW of 57 metric tons (as so amended, the "A319 Standard Specification", a copy of which is annexed hereto as Exhibit "A").

The A320-200 NEO Aircraft (the “A320 NEO Aircraft”) will be manufactured in accordance with the A320-200 Standard Specification, Document No. D.000.02000, Issue 7, dated March 1, 2007, as amended to reflect a MTOW of 77 metric tons, a MLW of 64.5 metric tons and a MZFW of 61 metric tons (as so amended, the "A320 Standard Specification", a copy of which is annexed hereto as Exhibit "C").

The A321-200 NEO Aircraft (the “A321 NEO Aircraft”) will be manufactured in accordance with the A321-200 Standard Specification, Document No. E.000.02000, Issue 4, dated March 1, 2007, as amended to include one (1) ACT and to reflect a MTOW of 89 metric tons a MLW of 75.5 metric tons and a MZFW of 71.5 metric tons (as so amended, the "A321 Standard Specification", a copy of which is annexed hereto as Exhibit "E").

The A319 NEO Aircraft, A320 NEO Aircraft and A321 NEO Aircraft are collectively referred to as the “A320 NEO Family Aircraft”.

2.3

2.3.1

New Engine Option

The Seller is currently developing a new engine option (the “New Engine Option” or “NEO”), applicable to the A319-100 / A320-200 / A321-200 aircraft. The specification of respectively the A319 NEO Aircraft, the A320 NEO Aircraft and the A321 NEO Aircraft shall be derived from the current A319-100 / A320-200 / A321-200 aircraft´s respective Standard Specification(s) and based on the new Propulsion Systems, as set forth in Clause 2.4 below, and Sharklets, combined with the required airframe structural adaptations, as well as Aircraft systems and software adaptations required to operate such New Engine Option Aircraft. The foregoing is currently reflected in the Irrevocable SCNs respectively listed in Exhibit “B”, Exhibit “D” and Exhibit “F”, the implementation of which is hereby irrevocably accepted by the Buyer.

2.3.2

The New Engine Option shall modify the design weights of the Standard Specification(s) as follows:

It is agreed and understood that the above design weights may be updated upon final NEO specification freeze.

The respective A319-100, A320-200 and A321-200 aircraft Standard Specifications for the Aircraft, each as amended by the SCNs respectively set forth in Exhibits “B”, “D”, “F” hereto, are hereinafter referred to as the "Specifications" (and individually for each Aircraft type, as the “Specification”). The Specifications for the Aircraft may be further modified from time to time pursuant to the provisions of Clause 3 below.

2.4

Propulsion Systems

The Airframe shall be equipped with a set of either two (2) CFM LEAP-X Propulsion Systems or two (2) Pratt & Whitney PW1100G Propulsion Systems, as follows;

2.5

2.5.1

Milestones

Customization Milestones Chart

Within a reasonable period following signature of the Agreement, the Seller shall provide the Buyer with a customization milestones chart (the “Customization Milestone Chart”), setting out how far in advance of the Scheduled Delivery Month of the Aircraft an SCN must be executed in order to integrate into the Specification any items requested by the Buyer from the Seller’s catalogues of Specification change options (the “Option Catalogues”).

2.5.2

Contractual Definition Freeze

The Customization Milestone Chart shall in particular define the date(s) by which the contractual definition of the Aircraft must be finalized and all SCNs need to have been executed by the Buyer (the “Contractual Definition Freeze” or “CDF”) in order to enable their incorporation into the manufacturing of the Aircraft and Delivery of the Aircraft in the Scheduled Delivery Month. Each such date shall be referred to as a “CDF Date”.

2.6

2.6.1

Certification

Each Aircraft shall be delivered to the Buyer with EASA (or the relevant Airworthiness Authorities applicable in the jurisdictions of the Manufacturer’s facilities in Toulouse, France and Hamburg Germany) Type Certificate, as revised up to Delivery (transport/large transport category aircraft) for the type of Aircraft purchased hereunder, (as such have been obtained in accordance with applicable EASA requirements), and *** be delivered with a valid Certificate of Airworthiness for Export issued by the EASA and in a condition which qualifies the Aircraft for an FAA Certificate of Airworthiness pursuant to FAA FAR Part 21.183.

For all A320 NEO Family Aircraft the Seller shall also:

(i)

obtain or cause to be obtained from the FAA a Type Certificate (transport category) issued pursuant to FAR 21.29 and each Aircraft shall be in compliance with the applicable provisions of part 25 of the US Federal Aviation Regulations for all the types of aircraft purchased under this Agreement,

(ii)

***; and

(iii)

provide Buyer with all documentation (except for those documents which can only be provided by Buyer) necessary for Buyer to obtain for each Aircraft at the time of Delivery a U.S. Public Health Certificate of Sanitary Construction for the Aircraft.

2.6.2

***

2.6.3

***

2.6.4

***

2.7

***

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CHANGES

The parties understand and agree that the Specification may be further amended following signature of this Agreement in accordance with the terms of this Clause 3.

3.1

Specification Change Notices

The Specification may be amended from time to time by a Specification Change Notice, a written agreement between the parties (each such Specification Change Notice being herein called an "SCN" and being in the form of Exhibit "G-1" hereto). Each SCN will set forth in detail the particular changes to be made in the Specification, and the effect, if any, of such changes on design, performance, weight, balance, time of Delivery, Buyer Furnished Equipment and price of each Aircraft affected thereby and interchangeability or replaceability of parts. SCNs will not be binding on either party until signed by persons duly authorized in writing by the Buyer and the Seller, but upon being so signed will constitute amendments to this Agreement. An SCN may result in an adjustment of the relevant Aircraft Base Price, which adjustment, if any, shall be specified in the SCN.

3.2

Development Changes

In the event of the Seller revising the Specification to incorporate Development Changes which have adverse effect on price, Delivery, guaranteed weight, maintenance requirements or performance of the Aircraft or adversely change the interchangeability or replaceability requirements of the Specification with respect to parts, such revision shall be performed through a Manufacturer Specification Change Notice (“MSCN”) mutually agreed and signed by both the Buyer and the Seller, which shall be substantially in the form set out in Exhibit “G-2” hereto, or by such other means as may be deemed appropriate. In case the MSCN is necessitated by equipment obsolescence, the MSCN shall be accomplished without requiring the Buyer’s consent. For the purpose of this Paragraph 3.2 obsolescence is the characteristic of items and/or components or any part thereof, which has been taken out of production or cannot be purchased on the market. ***

The Specification may also be revised by the Seller without an MSCN or the Buyer's consent to incorporate Manufacturer-decided changes that are deemed necessary or useful to correct defects, improve the Aircraft or its process of manufacture, prevent delay, or ensure compliance with this Agreement and that do not increase the price or adversely affect the Delivery, overall dimensions, guaranteed weight, maintenance requirements or performance of the Aircraft or adversely change the interchangeability or replaceability requirements of the Specification with respect to parts (hereinafter called "Development Changes"). Seller shall notify the Buyer of any such Development Changes in a timely fashion.

3.3

Requests and Approvals

In the event that the Buyer files a Request for Change ("RFC") with the Seller and the RFC does not subsequently become an SCN for any reason, such RFC will be cancelled without charge to the Buyer.

In the event that the Buyer requests the Seller in writing to incorporate a proposed change (excluding Development Changes) in an Aircraft and the Seller agrees to such request but the change is not subsequently made the subject of an SCN for any reason (other than the Seller's unreasonable refusal to sign the SCN or otherwise acting in bad faith), the Buyer will pay to the Seller the reasonable cost of design and other work directly resulting from such request incurred by the Seller, and such costs shall be further limited to the work specifically

undertaken by the Seller directly in connection with such RFC. In the event that the Buyer requests the Seller in writing to proceed with a proposed change before any requisite approval of the relevant Airworthiness Authority has been obtained and subsequently such Airworthiness Authority approval is not obtained, any SCN which will have been executed in connection with such proposed change will be deemed cancelled.

3.4

Specification Changes Before Delivery

If, pursuant to the promulgation of any applicable law or regulation, any change in the Specification has to be made before Delivery of any Aircraft to enable the Buyer to obtain for such Aircraft the standard Airworthiness Certificate referred to in sub-Clause 2.6 or 2.7 (as the case may be) hereof, the Seller will make the required change or modification to the Aircraft. For each such change, the parties will sign an MSCN or an SCN specifying the effect, if any, of such change on design, performance, weight, balance, time of Delivery, Buyer Furnished Equipment and price of each Aircraft affected thereby and interchangeability or replaceability of parts. If the Seller anticipates that the Scheduled Delivery of any Aircraft will be postponed by reason of such change, the Delivery Date of such Aircraft as provided in sub-Clause 9.1 will be extended to the extent of such postponement.

The effect on price of such a change will be borne:

***

3.5

Specification Changes After Delivery

Sub-Clause 3.4 will not require the Seller to make any changes or modifications to or to make any payments or take any other action with respect to any Aircraft delivered to the Buyer before any law or regulation referred to in sub-Clause 3.4 is to be complied with. Except as otherwise set forth in this Agreement, any such changes or modifications made to an Aircraft after its Delivery to the Buyer will be at the Buyer’s expense.

3.6

BFE into SFE

The Seller is considering turning certain items, which are currently BFE in the Specification, into SFE and the parties agree that such BFE items turned into SFE shall be purchased by the Buyer from the Seller for each Aircraft, ***

the Base Price of the Standard Airframe, as defined in the A319-100 Standard Specification set forth in Exhibit "A" hereto (including nacelles and thrust reversers and excluding Buyer Furnished Equipment), at delivery conditions prevailing in January 2010, which is:

***

the Base Price of SCNs mutually agreed upon prior to the signature of this Agreement and set forth in Exhibit "B" at delivery conditions prevailing in January 2010, which is:

***

Such Base Price of SCNs may be revised by the Seller.

the Base Price of the New Engine Option (excluding Sharklets) at delivery conditions prevailing in January 2010, which is:

***

the Base Price of the Sharklets at delivery conditions prevailing in January 2010, which is:

***

4.1.1.2

Airframe of the A320 NEO Aircraft

The Base Price of the Airframe of an A320 NEO Aircraft will be the sum of the Base Prices set forth below in (i), (ii), (iii), (iv) and (v):

the Base Price of the Standard Airframe, as defined in the A320-200 Standard Specification set forth in Exhibit "C" hereto (including nacelles and thrust reversers and excluding Buyer Furnished Equipment), at delivery conditions prevailing in January 2010, which is:

***

and

the Base Price of SCNs mutually agreed upon prior to the signature of this Agreement and set forth in Exhibit "D" at delivery conditions prevailing in January 2010, which is:

***

4.1.1.3

Airframe of the A321 NEO Aircraft

The Base Price of the Airframe of an A321 NEO Aircraft will be the sum of the Base Prices set forth below in (i), (ii), (iii), (iv) and (v):

***

Such Basic Price of SCNs may be revised by the Seller.

4.1.1.4

The Base Price of the Airframe of each A320 NEO Family Aircraft will be revised to the actual Delivery Date of such Aircraft in accordance with the Airframe Price Revision Formula as set forth in sub-Clause 5.1 hereto.

4.1.2

4.1.2.1

Base Price of the Propulsion Systems

The A319 NEO Aircraft PW Propulsion Systems

The Base Price of a set of two (2) PW 1124G Propulsion Systems (including additional standard equipment) for the A319 NEO Aircraft, at delivery conditions prevailing in January 2010, is:

***

***

or

4.1.2.3

The A320 NEO Aircraft PW Propulsion Systems

The Base Price of a set of two (2) PW 1127G Propulsion Systems (including additional standard equipment) for the A320 NEO Aircraft, at delivery conditions prevailing in January 2010,is:

(i)

***

or

4.1.2.5

The A321 NEO Aircraft PW Propulsion Systems

The Base Price of a set of two (2) PW 1133G Propulsion Systems (including additional standard equipment) for the A321 NEO Aircraft, at delivery conditions prevailing in January 2010, is:

***

4.1.2.6

The A321 NEO Aircraft CFM Propulsion Systems

***

or

***

or

***

4.1.3

The Base Prices for each relevant type of Propulsion Systems have been established in accordance with delivery conditions prevailing in January 2010 and have been calculated

with reference to the Reference Prices of the Propulsion Systems indicated by CFM International and Pratt & Whitney, as the case may be. Such Reference Prices will be revised to the actual Delivery Date of the Aircraft on which the Propulsion Systems are installed in accordance with the relevant CFM and PW revision formulae set forth respectively in Exhibit “L” and Exhibit “M” hereto.

4.1.4

Selection of Propulsion Systems

The Buyer shall notify the Seller in writing of its selection of Propulsion Systems for the Aircraft under the terms and conditions set out in this Agreement, as it may be amended from time to time.

4.2

Final Contract Price

4.3

4.3.1

Taxes, Duties and Imposts

The Seller will bear and pay, and will indemnify and hold harmless the Buyer on an After-Tax Basis for, the amount of any and all taxes, duties, imposts or similar charges of any nature whatsoever that are imposed, levied, assessed, charged or required to be collected by any law, regulation or administrative rule or practice in any jurisdiction on or with respect to or resulting from or in connection with an Aircraft, component, accessory, item of equipment or part delivered or furnished under this Agreement (each a « Furnished Good ») or any act or event with respect thereto and relating to any period, or occurring, on or prior to delivery of the relevant Furnished Good to the Buyer, except that the Buyer will bear and pay the amount of (a) any withholding or deduction levied or required in respect of any amount payable by the Buyer under this Agreement unless such withholding would not have been

required but for the failure of the Seller to deliver to the Buyer a properly completed and signed withholding tax exemption form reasonably and timely requested by the Buyer (provided such exemption is available to the Seller), (b) any Value Added Tax, if any, (or any equivalent) which the Seller is required to collect from the Buyer upon the delivery to the Buyer of an Aircraft or any other Furnished Good separately invoiced to the Buyer, and (c) any customs duties, taxes and fees required to be paid with respect to the registration of the Aircraft and the importation of the Aircraft into any country or jurisdiction where the Initial Operator has its home base.

4.3.2

The Buyer will bear and pay, and will indemnify and hold harmless on an After-Tax Basis the Seller for, the amount of any and all taxes, duties, imposts or similar charges of any nature whatsoever that are (i) imposed upon the Seller, (ii) imposed upon the Buyer with an obligation on the Seller to withhold or collect the amount thereof from the Buyer or (iii) imposed upon the Seller with an obligation on the Buyer to withhold or collect such amount from the Seller, and that are levied, assessed, charged or required to be collected by any law, regulation or administrative rule or practice in any jurisdiction on or with respect to or resulting from or in connection with any act (other than any act of the Seller or the Manufacturer ) or event with respect to, or the ownership or use of, a Furnished Good and occurring after delivery of the relevant Furnished Good to the Buyer, except that the Seller will bear and pay any customs duties, taxes and fees required to be paid with respect to the exportation of A320 NEO Family Aircraft from France or Germany.

4.3.3

In the event (i) any claim is received by either party ("Indemnitee") from any tax authority for a tax, duty, impost or similar charge, the liability for which has been assumed by the other party ("Indemnitor") pursuant to this sub-Clause 4.3, or (ii) Indemnitee determines that any tax, duty, impost or similar charge, the liability for which has been assumed by Indemnitor pursuant to this sub-Clause 4.3, is payable, Indemnitee will promptly give notice thereof to Indemnitor. At the request of the Indemnitor, Indemnitee shall contest ( or permit Indemnitor to contest in the name of Indemnitor or Indemnitee) any such claim for a tax, duty, impost or similar charge, provided there is a reasonable basis for such contest. Indemnitee will deliver to Indemnitor any exemption certificate or other document reasonably requested by Indemnitor to qualify for any available exemption from such a tax, duty, impost or similar charge. If Indemnitee receives a refund of any tax, duty, impost or similar charge which Indemnitor has paid or for which Indemnitor has indemnified Indemnitee, Indemnitee will promptly pay Indemnitor the amount of such refund.

4.3.4

The Buyer and the Seller agree to cooperate with each other in good faith to take all reasonable steps to mitigate the imposition of any taxes, duties, imposts or similar charges that may be required to be paid in connection with the transfer of title to, and delivery of, the Aircraft or other Furnished Good, provided that nothing in this sub-Clause 4.3.4 shall require either the Buyer or the Seller to take any action which in its sole discretion would have a material adverse effect on its business operations.

5 -

5.1

PRICE REVISION

Airframe Price Revision Formula

The Base Price of each of the Airframe of each A320 NEO Family Aircraft will be revised to the actual Delivery Date of such Aircraft in accordance with the revision formula set forth in Exhibit "K" hereto unless otherwise provided in this Agreement.

5.2

Propulsion Systems Price Revision Formula

The Reference Price of the Propulsion Systems will be revised to the actual Delivery Date of the Aircraft on which such Propulsion Systems are installed in accordance with the appropriate revision formula set forth in, as applicable, Exhibit “L” (CFM) and Exhibit “M” (PW) hereto, unless otherwise provided in this Agreement.

6.1.1

6.2

6.2.1

***

A320 NEO Family Aircraft Predelivery Payments

Predelivery Payments will be paid by the Buyer to the Seller for each A320 NEO Family Aircraft and will, in the aggregate, amount to *** of the Predelivery Payment Reference Price of the Aircraft defined below in sub-Clause 6.2.3.

6.2.2

Predelivery Payments will be paid according to the following schedule:

TOTAL PAYMENT PRIOR TO DELIVERY

6.3

6.4

Intentionally left blank

Payment of Final Contract Price

Concurrently with the Delivery of each Aircraft, the Buyer will pay to the Seller the Final Contract Price thereof, less the total amount of the Predelivery Payments theretofore received by the Seller for such Aircraft under sub-Clause 6.2 above. Nothing contained herein or in sub-Clause 6.2 shall mean or imply that the Final Contract Price shall be increased in any manner on account of the escalation formula set forth in Clause 6.2.3 above. The Seller's receipt of the full amount of all Predelivery Payments and of the Final Contract Price will be a condition precedent to the Seller's obligation to deliver such Aircraft.

Concurrently with the delivery of an Aircraft, the Seller shall transfer in cash to the Buyer the amount of any payment to be made by the Seller to the Buyer in connection with the agreed payment procedure for such Aircraft.

6.5

Payment of Other Amounts

Unless otherwise expressly provided for herein, any payments due hereunder or in respect of an Aircraft in addition to those referred to in sub-Clauses 6.2.2 and 6.4 above will be paid by the Buyer concurrently with the delivery of the corresponding Aircraft. In the event that ancillary amounts in connection with an Aircraft delivery are invoiced after delivery of such Aircraft, such amounts will be paid by Buyer within forty-five days after the invoice date.

6.6

Overdue Payments

If any payment due the Seller is not received by the Seller on the date or dates as agreed upon between the Buyer and the Seller, and in the event that the Seller has not received payment within five (5) Business Days of the Seller’s notice of nonpayment, the Seller will have the right to claim from the Buyer and the Buyer will promptly pay to the Seller upon receipt of such claim ***

6.7

Refund of Predelivery Payments

The Buyer will have no right to any refund of any deposit or Predelivery Payment received by the Seller, provided that nothing in this sub-Clause 6.7 shall limit the Buyer’s rights to receive the payments set forth in Clauses 10 and 11 hereof upon termination of this Agreement with respect to a particular Aircraft.

6.8

Proprietary Interest

The Buyer will not, by virtue of anything contained in this Agreement (including, without limitation, any Predelivery Payments hereunder, or any designation or identification by the Seller of a particular Aircraft as an Aircraft to which any of the provisions of this Agreement refers), and notwithstanding any provision of law to the contrary, acquire any proprietary, insurable or other interest whatsoever in any Aircraft prior to Delivery of and payment for such Aircraft as provided in this Agreement.

6.9

Payment in Full

The Buyer's obligation to make payments to the Seller hereunder will not be affected by and will be determined without regard to any setoff, counterclaim, recoupment, defense or other right that the Buyer may have against the Seller or any other person and all such payments will be made without deduction or withholding of any kind. The Buyer will ensure that the sums received by the Seller under this Agreement will be equal to the full amounts expressed to be due the Seller hereunder, without deduction or withholding on account of and free from any and all taxes, levies, imposts, duties or charges of whatever nature, except that if the Buyer is compelled by law to make any such deduction or withholding the Buyer will pay such additional amounts as may be necessary so that the net amount received by the Seller after such deduction or withholding will equal the amounts that would have been received in the absence of such deduction or withholding.

7.1.1

All work to be carried out on the Aircraft and all materials and parts thereof will at all reasonable times during business hours be open to inspection by duly authorized representatives of the Buyer or its designee at the respective works of the Manufacturer and, if possible, at the works of their respective subcontractors, and such representatives will, to carry out the aforesaid inspection, have access to such relevant technical data as is reasonably necessary for this purpose (except that, if access to any part of the respective works where construction is in progress or materials or parts are stored is restricted for security reasons, the Manufacturer will be allowed a reasonable time to make the items available for inspection elsewhere). The actual detailed inspection of the Aircraft, materials and parts thereof will take place only in the presence of the respective inspection department personnel of the Manufacturer or its subcontractors. The procedures for such inspections will be agreed upon with the Buyer prior to any inspection but shall be conducted pursuant to the Seller´s own system of inspection as developed under the supervision of the relevant Aviation Authority.

7.1.2

For the purposes of sub-Clause 7.1.1 above and commencing with the date of this Agreement until the Delivery of the last Aircraft, the Seller will furnish free-of-charge adequate secretarial assistance and suitable office space, office equipment and facilities in or conveniently located with respect to the Manufacturer’s works in Toulouse, France, or the Manufacturer’s works in Hamburg, Germany, as the case may be, for the use of not more than, in aggregate, four (4) representatives of the Buyer during the aforementioned period at each facility.

7.1.3

All inspections, examinations and discussions with the Seller's, the Manufacturer‘s or their respective subcontractors' engineering or other personnel by the Buyer and its said representatives will be performed in such manner as not to delay or hinder the work to be carried out on the Aircraft or the proper performance of this Agreement. In no event will the Buyer or its representatives be permitted to inspect any aircraft other than the Aircraft.

7.2

7.2.1

INDEMNITY

SCOPE

IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS CLAUSE 7, THE SELLER AND THE BUYER PROVIDE THE INDEMNITIES SET FORTH IN SUB-CLAUSES 7.2.2 AND 7.2.3.

7.2.2

SELLER'S INDEMNITY

***

ARISING OUT OF OR IN CONNECTION WITH ANY SUCH TESTS, CHECKOUTS, INSPECTIONS OR CONTROLS UNDER THIS CLAUSE 7.

THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES TO THE EXTENT ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES.

7.2.3

BUYER'S INDEMNITY

THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, THE MANUFACTURER AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS)

7.2.4

CLAIMS

IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST EITHER PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES) FOR DAMAGES FOR DEATH OR INJURY, OR FOR PROPERTY DAMAGE, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS SUB-CLAUSE 7.2, THE FORMER (INDEMNITEE) WILL PROMPTLY GIVE NOTICE TO THE OTHER PARTY (INDEMNITOR), AND THE INDEMNITOR WILL ASSUME AND CONDUCT THE DEFENSE THEREOF AT ITS SOLE EXPENSE, AND WILL HAVE THE RIGHT TO EFFECT ANY SETTLEMENT WHICH IT, IN ITS OPINION, DEEMS PROPER.

IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT THE DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE INDEMNITEE WILL HAVE THE RIGHT TO PROCEED WITH DEFENSE OF THE CLAIM OR LAWSUIT AS IT DEEMS APPROPRIATE AND WILL HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY JUDGMENTS, SETTLEMENTS, COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) INCURRED IN CONDUCTING SAID DEFENSE. FOR THE PURPOSE OF THIS SUB-CLAUSE 7.2, A CLAIM OR LAWSUIT AGAINST THE MANUFACTURER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES WILL BE DEEMED TO BE A

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8.1

8.1.1

BUYER'S ACCEPTANCE

Acceptance Procedures

The Seller or any Affiliate thereof acting as the Seller's designee will give to the Buyer not less than thirty (30) days' notice of the proposed time when the Buyer's acceptance tests will be conducted, and, in the event that the Buyer elects to attend the said tests, the Buyer will cooperate in complying with the reasonable requirements of the Seller with the intention of completing all tests within five (5) Working Days after commencement for A320 NEO Family Aircraft. Such acceptance tests shall include an acceptance ground inspection and functional tests and an acceptance flight test and shall be conducted in accordance with the Manufacturer’s ground inspection and flight test procedures referenced in the Manufacturer’s Customer Acceptance Manual (A319 NEO, A320 NEO or A321 NEO Aircraft, as applicable) as such may be revised from time to time (the “Acceptance Tests”). The Buyer shall be entitled to elect to attend the Acceptance Tests. A copy of the Customer Acceptance Manual shall be provided to the Buyer.

For A320 NEO Aircraft, the tests will take place at the Manufacturer’s works near Toulouse, France, and for A319 NEO, A320 NEO and A321 NEO Aircraft, at the Manufacturer’s works in Hamburg, Germany (or at such other facilities of the Manufacturer or any Affiliates thereof as the Seller may specify) and will be carried out by the personnel of the Manufacturer (accompanied, if the Buyer so wishes, by representatives of the Buyer up to a total of four (4) acting as observers, of whom not more than two (2) will have access to the cockpit at any one time). During flight tests, these representatives will comply with the instructions of the Manufacturer's representatives. The Manufacturer will not normally be required in the course of such acceptance tests to fly any of the Aircraft for more than three (3) hours, it being understood that the Manufacturer may be required to fly an Aircraft for an additional period of time to demonstrate the elimination of a non-compliance or defect as set forth in sub-Clause 8.1.3 hereof. The Seller and/or Manufacturer shall provide the Buyer with the required briefing regarding the schedule and contents of the flight test in advance of such flight tests. The Seller shall be responsible for the expenses for all such flight tests.

8.1.2

The Manufacturer’s (A319 NEO, A320 NEO or A321 NEO Aircraft as applicable) test parameters and acceptance standards in the ground inspections and flight Acceptance Test procedures represent the measure for acceptance of the Aircraft and results thereof shall be provided to Buyer prior to Delivery. The Seller shall provide the Buyer with the results of the Acceptance Tests. The successful completion of the Acceptance Tests in accordance with the Manufacturer’s aircraft acceptance procedure will demonstrate the satisfactory functioning of the Aircraft and their satisfactory results will be deemed to demonstrate compliance with the Specification.

In the event that the Buyer does not attend the tests or fails to so cooperate, the Seller may complete them in the absence of the Buyer, whereupon, if such test results are reasonably deemed by the Seller to satisfactorily meet the requirements of all the above mentioned test requirements in accordance with Manufacturer’s data and specifications, the Buyer will be deemed to have accepted the results of such tests and the Seller will furnish the results of such Acceptance Tests to the Buyer.

8.1.3

Should it be established from any of the results of the Acceptance Tests that any Aircraft does not comply with the Specifications or that there is a defect, the Buyer, within two (2) days after such tests, will give notice to the Seller specifying such unsuccessful completion or defect. Thereafter the Seller will, without hindrance from the Buyer, carry out any necessary repairs, changes and tests and, as soon as practicable thereafter, resubmit the Aircraft for new acceptance tests (including, if necessary and applicable, an additional flight

test) to demonstrate the elimination of the non-compliance or defect, such tests to be held and carried out in accordance with this sub-Clause 8.1.

8.2

Seller's Use of Aircraft

The Seller will be entitled to use, without compensation to the Buyer or other liability, each Aircraft prior to its Delivery as may be necessary to obtain the certificates required under Clause 2 hereof for the Aircraft, and such use will not affect the Buyer's obligation to accept Delivery of any Aircraft hereunder if:

8.3

Certificate of Acceptance

When the Aircraft is Ready for Delivery as defined below in sub-Clause 9.2, the Buyer will forthwith give to the Seller a signed Certificate of Acceptance in the form attached as Exhibit “I” in respect of the relevant Aircraft. Should the Buyer fail to so deliver the said Certificate, then the Buyer will be deemed to be in default as though it had without warrant rejected Delivery of such Aircraft when duly tendered to it hereunder and will, subject to the applicable grace period set forth in sub-Clause 9.4 hereof, bear all costs and expenses resulting from such delay in Delivery.

8.4

Finality of Acceptance

The Buyer's acceptance of Delivery of each Aircraft will constitute waiver by the Buyer of any right it may have under the Uniform Commercial Code as adopted by the State of New York or otherwise to revoke such acceptance for any reason, whether known or unknown to the Buyer at the time of acceptance.

8.5

8.5.1

INDEMNITY

SCOPE

IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS CLAUSE 8, THE SELLER AND THE BUYER PROVIDE THE INDEMNITIES SET FORTH IN SUB-CLAUSES 8.5.2 AND 8.5.3.

8.5.2

SELLER'S INDEMNITY

***

ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8.

THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES TO THE EXTENT ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES.

8.5.3

BUYER'S INDEMNITY

THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, THE MANUFACTURER, ITS AFFILIATES AND THEIR RESPECTIVE SUBCONTRACTORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS)

8.5.4

CLAIMS

IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST EITHER PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES) FOR DAMAGES FOR DEATH OR INJURY OR FOR PROPERTY DAMAGE, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS SUB-CLAUSE 8.5, THE FORMER (INDEMNITEE) WILL PROMPTLY GIVE NOTICE TO THE OTHER PARTY (INDEMNITOR), AND THE INDEMNITOR WILL ASSUME AND CONDUCT THE DEFENSE THEREOF AT ITS SOLE EXPENSE, AND WILL EFFECT ANY SETTLEMENT WHICH IT, IN ITS OPINION, DEEMS PROPER.

IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT THE DEFENSE OF THE CLAIM OR SUIT, THEN THE INDEMNITEE WILL HAVE THE RIGHT TO PROCEED WITH DEFENSE OF THE CLAIM OR LAWSUIT AS IT DEEMS APPROPRIATE AND WILL HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY JUDGMENTS, SETTLEMENTS, COSTS OR EXPENSES (INCLUDING, WITHOUT

9 -

9.1

DELIVERY

Delivery Schedule

Subject to the provisions of this Agreement, the Seller agrees to deliver each, A320 NEO Family Aircraft at the Manufacturer’s works near Toulouse, France, and each A319 NEO, A320 NEO or A321 NEO Aircraft at the Manufacturer’s works in Hamburg, Germany, and the Buyer will accept the same, during the months of Scheduled Delivery ***

Sixty (60) days before the month of Scheduled Delivery of each Aircraft, the Seller will give to the Buyer a preliminary indication of the proposed week when the Buyer's acceptance tests are anticipated to be conducted.

Not later than thirty (30) days prior to the date scheduled for acceptance tests for a particular Aircraft, the Seller will give the Buyer notice of the Scheduled Delivery Date for such Aircraft.

9.2

Conditions of Acceptance

Each Aircraft shall for the purposes of this Agreement be deemed to be “Ready for Delivery” upon (i) the satisfactory completion of its Acceptance Tests as set forth in clause 8 hereof, (ii) the issuance of a EASA, (or the relevant Airworthiness Authorities applicable in the jurisdictions of the Manufacturer’s facilities in Toulouse, France and Hamburg Germany) Certificate of Airworthiness for Export in the category "Transport Category" with respect thereto (as applicable and required for the Aircraft) and the Seller’s compliance, with respect to such Aircraft, with the applicable and material obligations under clause 2.6 and/or 2.7 as the case may be, and (iii) readiness of the delivery documents for such Aircraft, as set forth in Exhibit “J” hereof.

9.3

Title

Title to and risk of loss of and damage to the Aircraft will pass to the Buyer upon Delivery following execution of the Certificate of Acceptance and upon payment of the Final Contract Price for such Aircraft. The Seller will provide the Buyer with a full warranty bill of sale for the Aircraft and such appropriate documents of title or other documents as the Buyer may reasonably request.

9.4

Overdue Payment or Flyaway

In the event that:

For the purpose of this paragraph 9.4, the parties agree that Seller’s costs and expenses in the event of a such a delay or failure by Buyer shall be the costs and expenses actually incurred by Seller to store and insure the aircraft, together with interest on the balance of the Final Contract Price due upon Delivery at LIBOR plus 150 basis points. Nothing herein shall, however, affect the rights of the Seller under Clause 21 hereof in the event that such delay or failure exceeds the cure period set forth in sub-Clause 21.1 (9) hereof.

9.5

Fly-away Expenses

Except for expenses to be borne by the Seller as provided in sub-Clause 4.3 of this Agreement, all expenses of and in connection with fly-away of Aircraft from their respective Delivery Locations will be borne by the Buyer.

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10.1

EXCUSABLE DELAY

Scope

Neither the Seller nor the Manufacturer will be responsible for or be deemed to be in default on account of delays in Delivery or failure to deliver or otherwise in the performance of this Agreement or any part hereof due to causes reasonably beyond the Seller's or the Manufacturer's or any it’s Affiliates’ control or not occasioned by the Seller's or the Manufacturer's or any of it’s Affiliates’ fault or negligence ("Excusable Delay"), including, but not limited to: acts of God or the public enemy, natural disasters, fires, floods, explosions or earthquakes; epidemics or quarantine restrictions; serious accidents; total or constructive total loss; any law, decision, regulation, directive or other act (whether or not having the force of law) of any government or of the Council of the European Community or the Commission of the European Community or of any national, Federal, State, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign; governmental priorities, regulations or orders affecting allocation of materials, facilities or a completed Aircraft or regulations or orders which change the certification or airworthiness requirements described in sub-Clause 2.6 of this Agreement (provided that the Seller shall have in good faith exercised due and timely diligence to comply with such regulations or orders); war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation; strikes or labor troubles causing cessation, slow down or interruption of work; delay in obtaining any airworthiness or type certification pursuant to sub-Clause 2.7 of this Agreement; inability after due and timely diligence to procure materials, accessories, equipment or parts; general hindrance in transportation.

It is expressly understood and agreed that each of (i) any delay caused directly or indirectly by the action or inaction of the Buyer, and (ii) delay in Delivery or otherwise in the performance of this Agreement by the Seller due in whole or in part to any delay in or failure of the Delivery of, or any other event or circumstance relating to, the Propulsion Systems or Buyer Furnished Equipment, will constitute Excusable Delay for the Seller. The Seller will as soon as practicable after becoming aware of any delay falling within the provisions of this sub-Clause 10.1, (i) notify the Buyer of such delay and of the probable extent thereof and (ii) subject to the following provisions, as soon as practicable after the removal of the cause or causes for delay, resume the performance of those obligations affected under this Agreement.

10.2

Unanticipated Delay

In the event that the Delivery of any Aircraft will be delayed by reason of an Excusable Delay for a period of more than *** after the end of the calendar month in which Delivery is otherwise required hereunder, the Buyer will be entitled to terminate this Agreement with respect only to the Aircraft so affected upon written notice given to the Seller within *** after the expiration of such *** period. In the event such delay will continue for an additional *** period after the expiration of such *** period, either party will have the option to terminate this Agreement with respect to the Aircraft so affected upon written notice given to the other within *** after the end of such additional *** period. Such termination will discharge all obligations and liabilities of the parties hereunder with respect to such affected Aircraft, except that the ***

in Delivery of such Aircraft for a period of more than *** after the end of the calendar month in which Scheduled Delivery is otherwise required or (ii) prevent Delivery of such Aircraft. In such event, in good faith and in accordance with its normal scheduling procedures, the Seller will give written notice to the Buyer of either (i) such delay and its related rescheduling reflecting such delay(s) or (ii) such nondelivery and shall, upon the Buyer’s request, provide the Buyer with substantiation of the causes for such delay and its anticipated duration. Within *** after the Buyer's receipt of such notice, either party may terminate this Agreement as to such rescheduled or nondeliverable Aircraft by giving written notice to the other party. Such termination will discharge all obligations and liabilities of the parties hereunder with respect to such affected Aircraft, except that ***

10.4

Delivery Date

If, following notice of an anticipated delay under this Clause 10, this Agreement is not terminated in accordance with the provisions of this Clause (with respect to the affected Aircraft), then the date of Delivery otherwise required hereunder will be extended by a period equal to the delay specified in such notice. In such event, the scheduled dates for the affected Aircraft Predelivery Payments and, if applicable in view of the timing of such delay, the dates for providing Buyer Furnished Equipment on-dock, will be extended to correspond with the revised anticipated Delivery date.

10.5

Lost, Destroyed or Damaged Aircraft

If any Aircraft is lost, destroyed or damaged beyond economic repair prior to Delivery thereof, (“Total Loss”), the Seller shall give the Buyer immediate written notice of such occurrence. The Seller shall include in said notification (or as soon after the issue of the notice as such information becomes available to the Seller) the earliest date consistent with the Manufacturer’s other commitments and production capabilities that an aircraft to replace the Aircraft may be delivered to the Buyer, provided, however, that nothing herein shall require the Seller to manufacture and deliver a replacement aircraft if such manufacture would require the reactivation of its production line for the model or series of aircraft which includes the Aircraft purchased hereunder. The Buyer shall notify the Seller within one (1) month of the date of receipt of the Seller's notice of its election to have the Seller provide such replacement aircraft during the month quoted in the Seller’s notice and the parties shall execute an amendment to this Agreement recording the variation in the Scheduled Delivery month for such Aircraft. If the Buyer does not elect to order a replacement Aircraft as provided for above, then this Agreement shall be terminated with respect to the Aircraft that is a Total Loss and the Seller will repay to the Buyer an amount equal to the entire amount of any Predelivery Payments (without interest) received from the Buyer hereunder with respect to such Aircraft.

10.6

REMEDIES

THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES ALL RIGHTS, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 TO THE EXTENT THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BUYER OR ITS REPRESENTATIVES.

If, following notice of a delay under this Clause 11, this Agreement is not terminated in accordance with the provisions of sub-Clause 11.4 or sub-Clause 11.5 hereof (with respect to the affected Aircraft), then the Scheduled Delivery Date otherwise required hereunder will be extended by a period equal to the delay specified in Seller’s notice to Buyer. ***

11.7

REMEDIES

THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL RIGHTS, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 TO THE EXTENT THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR WILFULL MISCONDUCT OF THE BUYER OR ITS REPRESENTATIVES.

Subject to the limitations and conditions as hereinafter provided, and except as provided in sub-Clause 12.1.2, the Seller warrants to the Buyer that each Aircraft and each Warranted Part will at the time of Delivery to the Buyer:

The warranties set forth in sub-Clause 12.1.1 will not apply to Buyer Furnished Equipment, nor to the Propulsion Systems, nor to any component, accessory, equipment or part purchased by the Buyer that is not a Warranted Part, provided, however, that:

12.1.3

Warranty Periods

The warranties described in sub-Clauses 12.1.1 and 12.1.2 hereinabove will be limited to those defects that become apparent ***

12.1.4

Buyer's Remedy and Seller's Obligation

12.1.4.1

The Buyer's remedy and the Seller's obligation and liability under sub-Clauses 12.1.1 and 12.1.2 hereinabove are limited to, at the Seller's expense and option, the removal, repair, replacement or correction of, or the supply of modification kits rectifying the defect to, and the reinstallation thereof on the Aircraft any defective Warranted Part.

Alternatively, the Seller may at its option furnish a credit to the Buyer for the future purchase of material equal to the price at which the Buyer is then entitled to acquire a replacement for the defective Warranted Part. Nothing herein contained will obligate the Seller to correct any failure to conform to the Specification with respect to components, equipment, accessories or parts that the parties agree in writing at the time of Delivery of the affected Aircraft are acceptable deviations or have no material adverse effect on the use, operation or performance of an Aircraft.

12.1.4.2

In the event a defect covered by sub-Clause 12.1.1(iii) becomes apparent within the applicable period set forth in sub-Clause 12.1.3 and the Seller is obligated to correct such defect, the Seller will also, if so requested by the Buyer in writing, make such correction in any Aircraft that has not already been delivered to the Buyer. However, the Seller will not be responsible nor deemed to be in default on account of any delay in Delivery of any Aircraft or otherwise, in respect of performance of this Agreement, due to the Seller's undertaking to make such correction and, rather than accept a delay in Delivery of any such Aircraft, the Buyer and the Seller may agree to deliver such Aircraft with subsequent correction of the defect by the Buyer at the Seller's expense, or the Buyer may elect to accept Delivery and thereafter file a Warranty Claim as though the defect had become apparent immediately after Delivery of such Aircraft.

12.1.4.3

In addition to the remedies set forth in Clauses 12.1.4.1 and 12.1.4.2, the Seller shall reimburse the direct labour costs spent by the Buyer in performing inspections of the Aircraft to determine whether or not a defect exists in any Warranted Part within the Warranty Period or until the corrective technical solution removing the need for the inspection is provided by the Seller, whichever occurs earlier.

The above commitment is subject to the following conditions:

the defect's having become apparent within the applicable warranty period, as set forth in sub-Clause 12.1.3,

the Buyer's having submitted to the Seller proof reasonably satisfactory to the Seller that the claimed defect is due to a matter embraced within this sub-Clause 12.1,

the Buyer's having returned as soon as reasonably practicable the Warranted Part claimed to be defective to such repair facilities as may be designated by the Seller, except where the Buyer elects to repair a defective Warranted Part in accordance with the provisions of sub-Clause 12.1.7,

the Seller's having received a Warranty Claim fulfilling the conditions of and in accordance with the provisions of sub-Clause 12.1.6 below, and

such defect did not result from any act or omission of the Buyer, including, but not limited to, any failure to operate and maintain the affected Aircraft or part thereof in accordance with the standards or any matter set forth or covered in sub-Clause 12.1.10.

Claim Determination

Warranty Claim determination by the Seller will be reasonably based upon the claim details, reports from the Seller's regional representative, historical data logs, inspections, tests, findings during repair, defect analysis and other suitable documents and information.

Transportation Costs

Transportation costs associated with the sending of a defective Warranted Part to the facilities designated by the Seller and the return therefrom of a repaired or replacement Warranted Part will be borne by the Buyer.

Return of an Aircraft

In the event that the Buyer desires to return an Aircraft to the Seller for consideration of a Warranty Claim, the Buyer will notify the Seller of its intention to do so and the Seller will, prior to such return, have the right to inspect such Aircraft and thereafter, without prejudice to its rights hereunder, to repair such Aircraft, at its sole option, either at the Buyer's facilities or at another place acceptable to the Seller. Return of any Aircraft by the Buyer to the Seller and return of such Aircraft to the Buyer's facilities will be at the Buyer's expense.

On-Aircraft Work by the Seller

The Seller recognizes that a defect covered under this sub-Clause 12.1 may justify the dispatch by the Seller of a working team to repair or correct such defect. Such repair or correction may be effected (a) through the embodiment of one or several Seller's Service Bulletin(s) at the Buyer's facilities, or (b) subject to the conditions below, by the Seller's accepting the return of an Aircraft to perform or have performed such repair or correction. The Seller will bear the direct labor and material costs for such on-Aircraft work (for labor costs, at the labor rate defined in sub-Clause 12.1.7). The Buyer will bear all other expenses incurred in performing such repair or correction, including but not limited to travel and living expenses, in excess of the labor costs as defined in the preceding sentence.

AIRBUS
CUSTOMER SERVICES DIRECTORATE
WARRANTY ADMINISTRATION
ROND-POINT MAURICE BELLONTE
B.P. 33
F-31707 BLAGNAC
FRANCE

Title to any Aircraft, component, accessory, equipment or part returned by the Buyer to the Seller will at all times remain with the Buyer. When the Seller has possession of a returned component, accessory, equipment or part to which the Buyer has title, the Seller will assume risk of loss therefore, but the Seller will not be liable for loss of use. Title to and risk of loss of a returned component, accessory, equipment or part will pass to the Seller upon shipment by the Seller to the Buyer of any item furnished by the Seller to the Buyer as a replacement therefor. Upon the Seller's shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this sub-Clause 12.1, title to and risk of loss of such component, accessory, equipment or part will pass to the Buyer.

(vii)

Rejection

The Seller will provide reasonable written substantiation in case of rejection of a Warranty Claim. In such event the Buyer will pay to the Seller reasonable inspection and test charges incurred by the Seller in connection with the investigation and processing of such claim. Transportation, insurance, and any other costs associated with the sending of any Warranted Part or any other item, equipment, component or part for which the Buyer's warranty claim is rejected by the Seller will be borne by the Buyer.

(viii)

Inspection

The Seller will have the right to inspect the affected Aircraft and documents and other records relating thereto in the event of any Warranty Claim under this sub- Clause 12.1.

(i)

Authorization

The Buyer is hereby authorized to perform the repair of Warranted Parts, subject to the terms of this sub-Clause 12.1.7 ("In-house Warranty"). The Buyer will notify the Seller's representative of its decision to perform any in-house repairs before such repairs are commenced, where the estimated cost of such repair is in excess of US Dollars Fifteen Thousand (US$ 15,000), unless it is not practical to do so, in which case the Buyer will notify the Seller of the in-house repair as soon as reasonably practicable. The Buyer’s notification shall include sufficient detail regarding the defect, estimated labor hours and material to allow the Seller to ascertain the reasonableness of the estimate.

(ii)

Conditions of Authorization

The Buyer will be entitled to the benefits under this sub-Clause 12.1.7 for repair of Warranted Parts:

The Seller will have the right to have any Warranted Part, or any part removed therefrom, which is claimed to be defective, returned to the Seller, as set forth in sub- Clause 12.1.6(ii), if, in the reasonable judgment of the Seller, the nature of the defect requires technical investigation.

The Seller will further have the right to have a representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective.

for parts required to remedy the defect:

- part numbers,

- serial numbers (if applicable),

- description of the parts,

- quantity of parts,

- unit price of parts,

- total price of parts,

- related Seller's or third party's invoices (if applicable),

The man hours counted as set forth above will be multiplied by an agreed

labor rate representing the Buyer's composite average hourly labor rate (excluding all fringe benefits, premium time allowances, social security charges, business taxes and similar items) paid to the Buyer's employees whose jobs are directly related to the performance of the repair (the "In- house Warranty Labor Rate").

(vi)

Limitation on Credit

The Buyer will in no event be credited for repair costs (including labor and material) for any Warranted Part exceeding sixty-five percent (65%) of the Seller's current catalog price for a replacement of such defective Warranted Part or exceeding those costs which would have resulted if repairs had been carried out at the Seller's facilities.

Such cost will be substantiated in writing by the Seller upon reasonable request by the Buyer.

(vii)

Scrapped Material

The Buyer will retain any Warranted Part defective beyond economic repair and any defective part removed from a Warranted Part during repair for a period of ninety (90) days after the date of completion of repair or after submission of a claim for In-house Warranty credit relating thereto. Such parts will be returned to the Seller within thirty (30) days of receipt of the Seller's request to that effect.

Notwithstanding the foregoing, the Buyer may, with the agreement of the Seller's Representative, scrap any such defective parts that are beyond economic repair and not required for technical evaluation.

Scrapped Warranted Parts will be evidenced by a record of scrapped material certified by an authorized representative of the Buyer, which will be kept in the Buyer's file for at least the duration of the warranty periods set forth in this sub-Clause 12.1.

(viii)

LIMITATIONS ON LIABILITY OF SELLER

THE SELLER WILL NOT BE LIABLE FOR ANY RIGHT, CLAIM OR REMEDY, AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST THE CLAIMS OF ANY THIRD PARTIES FOR ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS SUB-CLAUSE 12.1.7, INCLUDING BUT NOT LIMITED TO: (I) LIABILITY IN CONTRACT OR TORT, (II) LIABILITY ARISING FROM THE BUYER'S ACTUAL OR IMPUTED NEGLIGENCE, INTENTIONAL TORTS AND/OR STRICT LIABILITY, AND/OR (III) LIABILITY TO ANY THIRD PARTIES.

Standard Warranty Transferability

The warranties provided for in this sub-Clause 12.1 for any Warranted Part will accrue to the benefit of any airline in revenue service other than the Buyer, if the Warranted Part enters into the possession of any such airline as a result of a pooling or leasing agreement between such airline and the Buyer, in accordance with the terms and subject to the limitations and exclusions of the foregoing warranties and to applicable laws or regulations.

The Buyer's rights under this sub-Clause 12.1 are subject to the Aircraft and each component, equipment, accessory and part thereof being maintained, overhauled, repaired and operated in accordance with good commercial airline practice, all technical documentation and any other instructions issued by the Seller, the Vendors or the manufacturer of the Propulsion Systems and all applicable rules, regulations and directives of the relevant Aviation Authorities.

The Seller's liability under this sub-Clause 12.1 will not extend to normal wear and tear nor to:

For the purposes of this sub-Clause 12.2, the following definitions will apply:

12.2.1.2

"Failure" means any breakage of, or defect in, an Item that has occurred, that is inherent to the design, manufacture of the Aircraft or the installation of such Item, and that materially impairs the utility of the Item, provided that any such breakage of, or defect in, any Item did not result from any breakage or defect in any other Aircraft part or component or from any other extrinsic force.

12.2.4.1

The undertakings given in this sub-Clause 12.2 will be valid after the period of the Seller’s warranty applicable to an Item under sub-Clause 12.1.

12.2.4.2

The Buyer's remedy and the Seller's obligation and liability under this Service Life Policy are subject to compliance by the Buyer with the following conditions precedent:

The Buyer will maintain log books and other historical records with respect to each Item adequate to enable determination as to whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the cost to be borne by the Seller in accordance with sub-Clause 12.2.3 above.

The Buyer will keep the Seller informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded.

12.2.4.3

Except as otherwise provided in this sub-Clause 12.2, any claim under this Service Life Policy will be administered as provided in, and will be subject to the terms and

conditions of, sub-Clause 12.1.6.

12.2.4.4

In the event that the Seller will have issued a modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit free of charge or under a pro rata formula established by the Seller. If such a kit is so offered to the Buyer by written notice describing such issued modification, then, in respect of such Failure and any Failures that could ensue therefrom, the validity of the Seller's commitment under this sub-Clause 12.2 will be subject to the Buyer's incorporating such modification in the relevant Aircraft, within a reasonable time, as promulgated by the Seller and in accordance with the Seller's instructions.

12.2.4.5

THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER'S OBLIGATION UNDER THIS SUB-CLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS SUB-CLAUSE 12.2. THE BUYER'S SOLE REMEDY AND RELIEF FOR THE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY WILL BE IN MONETARY DAMAGES, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS SUB- CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN SUB-CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.

Definitions:

• “Vendor” means any supplier of Vendor Parts.

• “Vendor Part” means any component, equipment, accessory or part installed in an Aircraft at the time of Delivery thereof as to which there exists a Supplier Product Support Agreement.
  However, the Propulsion Systems and Buyer Furnished Equipment and other equipment selected by the Buyer to be supplied by suppliers with whom the Seller has no existing enforceable warranty agreements are not Vendor Parts.

• “Supplier Product Support Agreement” means an agreement between the Seller and a Vendor, as further described in sub-Clause 17.1.2, containing enforceable and transferable warranties and in the case of landing gear suppliers, service life policies for selected structural landing gear elements.

12.3.2.1

In the event that any Vendor under any standard warranty or indemnity against patent and copyright infringements obtained by the Seller pursuant to sub-Clause 12.3.1 or Clause 13 hereof defaults in the performance of any material obligation under such warranty or indemnity against patent and copyright infringements with respect to a Vendor Part, and the Buyer submits within a reasonable time to the Seller reasonable proof that such default has occurred, then sub-Clause 12.1 or Clause 13 of this Agreement will apply to the extent the same would have been applicable had such Vendor Part been a Warranted Part except that, for obligations covered under sub-Clause 12.1, the shorter of (i) the Vendor's warranty period as indicated in the Supplier Product Support Agreements manual and (ii) the Seller's warranty period as indicated in sub-Clause 12.1.3 of this Agreement will apply.

12.3.2.2

In the event that any Vendor under any Vendor service life policy obtained by the Seller pursuant to sub-Clause 12.3.1 hereof defaults in the performance of any material obligation with respect thereto, and the Buyer submits within reasonable time to the Seller reasonable proof that such default has occurred, then sub-Clause 12.2 of this Agreement will apply to the extent the same would have been applicable had such component, equipment, accessory or part been listed in Exhibit “H" hereto.

12.3.2.3

At the Seller's request, the Buyer will assign to the Seller, and the Seller will be subrogated to, all of the Buyer's rights against the relevant Vendor, with respect to and arising by reason of such default and the Buyer will provide reasonable assistance to enable the Seller to enforce the rights so assigned.

to determine, if possible, the cause or causes of the problem and to recommend such corrective action as may be feasible, provided, however, that if the Seller reasonably determines, after such due and reasonable investigation, that the Interface Problem was due to or caused by any act or omission of the Buyer in performance of its obligations hereunder, the Buyer will pay to the Seller all reasonable costs and expenses incurred by the Seller during such investigation. The Buyer will furnish to the Seller all data and information in the Buyer's possession relevant to the Interface Problem and will cooperate with the Seller in the conduct of the Seller's investigations and such tests as may be required.

At the conclusion of such investigation the Seller will promptly advise the Buyer in writing of the Seller's opinion as to the cause or causes of the Interface Problem and the Seller's recommendations as to corrective action.

Seller's Responsibility

If the Seller reasonably determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller will, if requested by the Buyer, correct the design of such Warranted Part, pursuant to the terms and conditions of sub-Clause 12.1.

Vendor's Responsibility

If the Seller determines that the Interface Problem is primarily attributable to the design of a component, equipment, accessory or part other than a Warranted Part ("Vendor Component"), the Seller will, if requested by the Buyer, reasonably assist the Buyer in processing any warranty claim the Buyer may have against the manufacturer of such Vendor Component. If the manufacturer of the Vendor Component defaults in the performance of any material obligation under its warranty, the provisions of sub-Clause 12.3.2 shall apply.

Joint Responsibility

12.4.5.1

All requests under this sub-Clause 12.4 will be directed both to the Seller and the affected Vendors.

12.4.5.2

Except as specifically set forth in this sub-Clause 12.4, this sub-Clause 12.4 will not be deemed to impose on the Seller any obligations not expresslys et forth elsewhere in this Agreement.

12.4.5.3

All reports, recommendations, data and other documents furnished by the Seller to the Buyer pursuant to this sub-Clause 12.4 will be deemed to be delivered under this Agreement and will be subject to the terms, covenants and conditions set forth in this Clause 12 and in sub-Clause 22.4.

SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS AGREEMENT.

THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 WILL REMAIN IN FULL FORCE AND EFFECT.

12.6

DUPLICATE REMEDIES

The remedies provided to the Buyer under this Clause 12 as to any defect in respect of the Aircraft or any part thereof are mutually exclusive and not cumulative. The Buyer will be entitled to the remedy that provides the maximum benefit to it, as the Buyer may elect, pursuant to the terms and conditions of this Clause 12 for any such particular defect for which remedies are provided under this Clause 12; provided, however, that the Buyer will not be entitled to elect a remedy under one part of this Clause 12 that constitutes a duplication of any remedy elected by it under any other part hereof for the same defect.

12.7

NEGOTIATED AGREEMENT

The Buyer and the Seller agree that this Clause 12 has been the subject of discussion and negotiation and is fully understood by the parties and that the price of the Aircraft and the other mutual agreements of the parties set forth in this Agreement were arrived at in consideration of, inter alia, the provisions of this Clause 12, specifically including the Exclusivity of Warranties and General Limitations of Liability provisions and the Duplicate Remedies provisions set forth in sub-Clauses 12.5 and 12.6 herein.

13.2

13.2.1

Administration of Patent and Copyright Indemnity Claims

If the Buyer receives a written claim or a suit is threatened or commenced against the Buyer for infringement of a patent or copyright referred to in Clause 13.1, the Buyer will:

13.2.2

The Seller will be entitled either in its own name or on behalf of the Buyer to conduct negotiations with the party or parties alleging infringement and may assume and conduct the defense or settlement of any suit or claim in the manner which, in the Seller's opinion, it deems proper.

13.2.3

The Seller's liability hereunder will be conditional upon the strict and timely compliance by the Buyer with the terms of this Clause and is in lieu of any other liability to the Buyer express or implied which the Seller might incur at law as a result of any infringement or claim of infringement of any patent or copyright.

THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE INSTALLED THEREIN AT DELIVERY, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS CLAUSE WILL REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST PATENT AND COPYRIGHT INFRINGEMENTS WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER.

14

TECHNICAL DATA AND SOFTWARE SERVICES

This Clause covers the terms and conditions for the supply of technical data and software services (hereinafter "Technical Data ") to support the Aircraft operation.

14.1

Scope

The Technical Data shall be supplied in the English language using the aeronautical terminology in common use.

Range, form, type, format, quantity and delivery schedule of the Technical Data to be provided under this Agreement are covered in Exhibit “J” hereto.

Not used or only partially used Technical Data provided pursuant to this Clause shall not be compensated in cash or credited other Goods and Services to the Buyer.

14.2

Aircraft Identification for Technical Data

property, insurable or other interest of the Buyer whatsoever in any Aircraft prior to the Delivery of such Aircraft as provided for in this Agreement.

The affected customized Technical Data are:

Aircraft Maintenance Manual,

Illustrated Parts Catalog,

Trouble Shooting Manual,

Aircraft Wiring Manual,

Aircraft Schematics Manual,

Aircraft Wiring Lists.

The Buyer Furnished Equipment data shall be delivered in digital format (SGML) and/or in Portable Document Format (PDF), as agreed between the Buyer and the Seller.

14.5

Revision Service

For each firmly Aircraft covered under this Agreement, revision service for the Technical Data shall be provided to the Buyer or Operator or subsequent operator on a ***. Mandatory changes will be incorporated into the Technical Documentation that is subject to revision as set forth in Exhibit “J” hereof at no charge for as long as one (1) Aircraft is owned by the Buyer.

Thereafter revision service shall be provided at the standard conditions set forth in the then current Seller’s Customer Services Catalog.

14.6

Service Bulletins (SB) Incorporation

During the period of revision service and upon the Buyer’s or Operator’s request for incorporation, which shall be made within five (5) years after issuance of a Service Bulletin, Seller's Service Bulletin information shall be incorporated into the Technical Data for the Buyer's Aircraft after formal notification by the Buyer or the Operator of its intention to accomplish a Service Bulletin. The split effectivity for the corresponding Service Bulletin shall remain in the Technical Data until notification from the Buyer that embodiment has been completed on all the Buyer's Aircraft. The above is applicable for Technical Data relating to maintenance. For the operational Data only the pre or post Service Bulletin status shall be shown.

14.7

Future Developments

The Seller shall continuously monitor technological developments and apply them to data and document production and methods of transmission where beneficial and economical. The Buyer accepts to consider any new development proposed by the Seller for possible implementation.

14.8

Technical Data Familiarization

Upon request by the Buyer, the Seller is ready to provide a one (1) week Technical Data familiarization training at the Seller’s or at the Buyer’s facilities. If such familiarization is conducted at the Buyer’s facilities, the Buyer shall reimburse the Seller for all air travel (business class) and living expenses of the representatives of the Seller conducting such familiarization.

14.9

Customer Originated Changes (COC)

In the event of the Buyer or Operator wishing to introduce Buyer or Operator originated data (hereinafter “COC Data”) into any of the customized Technical Data that are identified as eligible for such incorporation in the Seller’s then current Customer Services Catalog, the Buyer shall notify the Seller of such intention.

The incorporation of any COC Data shall be performed under the methods and tools for achieving such introduction and the conditions specified in the Seller’s then current Customer Services Catalog.

composed of software components and databases and its use is subject to the license conditions set forth in Part 1 of Exhibit “N” to the Agreement “End-User License Agreement for Airbus Software”.

14.10.4

With respect to all references herein to the Seller’s Customer’s Service Catalogue, in the event of a conflict between the terms of this Agreement and the Seller’s Customer’s Service Catalogue, the terms of this Agreement shall govern.

14.11.1

The Technical Data listed here below are provided on DVD and include integrated software (hereinafter together referred to as “AirN@v Family”).

14.11.2

The AirN@v Family covers several Technical Data domains, reflected by the following AirN@v Family products:

- AirN@v / Maintenance,
- AirN@v / Planning,
- AirN@v / Repair,
- AirN@v / Workshop,
- AirN@v / Associated Data,
- AirN@v / Engineering.

14.11.3

The licensing conditions for the use of AirN@v Family integrated software shall be as set forth in Part 1 of Exhibit “N” to the Agreement, “End-User License Agreement for Airbus Software”.

14.11.4

The revision service and the license to use AirN@v Family products shall be granted free of charge in accordance with Clause 14.5. At the end of such period, the yearly revision service for AirN@v Family products and the associated license fee shall be provided to the Buyer under the commercial conditions set forth in the Seller’s then current Customer Services Catalog.

14.12.1

The Technical Data provided on-line shall be made available to the Buyer through the Airbus customer portal AirbusWorld (“AirbusWorld”).

14.12.2

Access to AirbusWorld shall be subject to the “General Terms and Conditions of Access to and Use of AirbusWorld” (hereinafter the “GTC”), as set forth in Part 2 of Exhibit “N” to this Agreement.

14.12.3

The list of the Technical Data available on-line may be extended from time to time.

For any Technical Data which is or becomes available on-line, the Seller reserves the right to suppress other formats for the concerned Technical Data.

14.12.4

Access to AirbusWorld shall be granted free of charge for an unlimited number of the Buyer’s users (including two (2) Buyer´s Administrators) for the Technical Data related to the Aircraft which shall be operated by the Buyer.

14.12.5

For the sake of clarification, it is hereby specified that Technical Data accessed through AirbusWorld shall remain subject to the conditions of this Clause 14.

In addition, should AirbusWorld provide access to Technical Data in software format, the use of such software shall be further subject to the conditions of Part 1 of Exhibit “N” to the Agreement.

14.13

Warranties

These proprietary rights shall also apply to any translation into a language or languages or media that may have been performed or caused to be performed by the Buyer.

Whenever this Agreement provides for manufacturing by the Buyer, the consent given by the Seller shall not be construed as express or implicit approval howsoever neither of the Buyer nor of the manufactured products. The supply of the Technical Data shall not be construed as any further right for the Buyer to design or manufacture any Aircraft or part thereof or spare part.

14.15

Confidentiality

This Clause, the Technical Data and the Software Services and their content are designated as confidential. All such Technical Data and Software Services are supplied to the Buyer for the sole use of the Buyer who undertakes not to disclose the contents thereof to any third party without the prior written consent of the Seller save as permitted therein or (i) otherwise pursuant to any government or legal requirement imposed upon the Buyer or (ii) to its Affiliates, agents, employees or attorneys or (iii) to third party maintenance providers selected by the Buyer to perform maintenance services on the Aircraft.

In the case of the Seller having authorized the disclosure to third parties either under this Agreement or by an express prior written authorization, the Buyer shall undertake that such third party agree to be bound by the same conditions and restrictions as the Buyer with respect to the disclosed Technical Data.

14.16

Transferability

Without prejudice to the provisions in Clause 19 of the Agreement, the Buyer's rights under this Clause 14 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller's prior written consent.

Any transfer in violation of this Clause 14.16 shall, as to the particular Aircraft involved, void the rights and warranties of the Buyer under this Clause 14 and any and all other warranties that might arise under or be implied in law.

15 -

15.1

SELLER REPRESENTATIVES

Customer Services Representatives

The Seller will provide or cause to be provided at no charge to the Buyer’s Initial Operators the following services at the Operator’s main base or at other locations to be mutually agreed.

The Seller shall provide Customer Services Representatives (“Representatives”) acting in an advisory capacity at locations to be mutually agreed for periods to be agreed commencing at or about Delivery of the first Aircraft to be delivered to the Initial Operator of the Aircraft. For clarification, such Representatives will be available to cover initial entry into service assistance to the Buyer’s Initial Operators as well as sustaining support services in operation. The actual number of Representatives allocated to such Initial Operator shall be mutually agreed.

The Buyer shall give reasonable notice and shall consult in advance with the Seller in respect of its requirements for such Representatives and the locations to which the same are required to be assigned.

***

The Seller shall not be obligated to assign more than two (2) Representatives to any Operator simultaneously.

In addition, the Seller has set up a global Technical Services network available for the non-exclusive use by each of the Seller's aircraft operators. Each Operator will have free access to this global network at any time in the course of the Aircraft operation, and in particular to the regional Representatives closest to each Operator's main base after the end of the mission of the Representatives referred to in sub-Clause 15.1.1 above, or to cover for their temporary absence in the course of their mission. A list of the contacts for the global Technical Services network including the regional Representatives will be provided to the Buyer.

In the event of a need for Aircraft On Ground (“AOG”) technical assistance after the end of the assignment referred to in sub-Clause 15.1.1, the Buyer and/or its Operator shall have non-exclusive access to:

The Seller shall arrange to procure similar services to be given by competent Representatives of the Propulsion Systems Manufacturers and by Vendor Representatives when necessary and applicable.

15.2

Customer and Operator Support Managers

The Seller will provide one (1) Customer Support Manager based in Toulouse, to liaise between the Seller and the Buyer on product support matters after execution of this Agreement for as long as any of the Aircraft is operated. The Seller shall also arrange for each of the Buyer’s Operators to be provided with similar services.

15.3

Buyer's Service

From the date of arrival of the first of the Seller’s Representative(s) specified in sub-Clause 15.1.1, the Buyer or its Operator shall provide or shall cause to be provided without charge secretarial assistance, suitable space, office equipment and facilities in or conveniently near the Operator's maintenance facilities. The Buyer or its Operator shall provide or shall cause to be provided telecommunications facilities at the Seller's cost to be invoiced on a monthly basis.

The Buyer, or its Operator as the case may be, will give the Seller all necessary reasonable assistance with general administrative functions specific to the Buyer's or Operator’s country and procurement of the documents necessary to live and work there. Failure of the Seller, after diligent efforts, to obtain the necessary documents will relieve the Seller of any obligation to the Buyer under this Clause 15. The Buyer or its Operator shall reimburse to the Seller charges, taxes, duties, imposts or levies of any kind whatsoever, imposed by authorities of the Buyer’s country upon:

- the entry into or exit from the Buyer’s country of the Seller’s personnel;

- the entry into or the exit from the Buyer’s country of the Seller’s Representatives and their property;

- the entry into or the exit from the Buyer’s country of the Seller’s property.

The Seller shall have the right to withdraw its assigned personnel as it sees fit if conditions arise which are in the Seller’s opinion dangerous to their safety or health or prevent them from fulfilling their contractual tasks.

15.4

Representatives' Status

In providing the above technical service, the Seller's employees, including Representatives and the Customer Support Manager, are deemed to be acting in an advisory capacity only and at no time will they be deemed to be acting, either directly or indirectly, as the Buyer's, or the Operator’s employees or agents.

15.4

Temporary Assignment of Representative

The Buyer agrees that the Seller will have the right to transfer or recall any Representative on a temporary or permanent basis. The Buyer will receive credit for the man-days during which any Representative is absent from the Buyer's, or Operator’s facility pursuant to this sub-Clause 15.4, it being expressly understood by Seller that recall of a Representative shall not relieve Seller of its obligation to provide such representation for the period of time indicated under this Agreement. In the event the initial time period of Seller’s obligation to provide a Representative is not fulfilled by Seller, then Seller shall assign a replacement Representative as soon as possible.

15.5

INDEMNITY

IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS CLAUSE 15, THE BUYER AND THE SELLER PROVIDE THE INDEMNITIES SET FORTH IN SUB-CLAUSES 15.5.2 AND 15.5.3.

THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, IT’S AFFILIATES AND THEIR RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, LOSS OF USE, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS)

ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS CLAUSE 15.

THIS INDEMNITY OF THE BUYER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES TO THE EXTENT ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE SELLER'S SAID REPRESENTATIVES.

THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND DISBURSEMENTS)

CLAIMS

IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST EITHER PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES) FOR DAMAGES FOR DEATH OR INJURY OR FOR PROPERTY DAMAGE, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS SUB-CLAUSE 15.5, THE FORMER (INDEMNITEE) WILL PROMPTLY GIVE NOTICE TO THE OTHER PARTY (INDEMNITOR), AND THE INDEMNITOR WILL ASSUME AND CONDUCT THE DEFENSE THEREOF AT ITS SOLE EXPENSE, AND WILL HAVE THE RIGHT TO EFFECT ANY SETTLEMENT THAT IT, IN ITS OPINION, DEEMS PROPER.

IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT THE DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE INDEMNITEE WILL HAVE THE RIGHT TO PROCEED WITH THE DEFENSE OF THE CLAIM OR LAWSUIT AS IT DEEMS APPROPRIATE AND WILL HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY JUDGMENTS, SETTLEMENTS, COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) INCURRED IN CONDUCTING SAID DEFENSE. FOR THE PURPOSE OF THIS SUB-CLAUSE 15.5, A CLAIM OR LAWSUIT AGAINST THE MANUFACTURER, IT’S AFFILIATES OR ANY OF THEIR RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES WILL BE DEEMED TO BE A CLAIM OR LAWSUIT AGAINST THE SELLER.

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16.1.1.

TRAINING

Training Organization

The Seller shall supply training and training aids for the Buyer's personnel or the personnel of its Operators in accordance with the provisions set forth in this Clause 16.

16.1.1.1

The Seller shall provide training at its training center in Blagnac, France, and/or in Hamburg, Germany, or shall designate an affiliated training center in Miami, U.S.A., or Beijing, China (individually a “Seller’s Training Center” and collectively the “Seller’s Training Centers”).

Certain training may also be provided by the Seller at one of the Operator's bases, if and when practicable for the Seller, under terms and conditions to be mutually agreed upon. In this event, all additional charges listed in sub-Clause 16.2.2 shall be borne by the Operator.

Training courses provided for the Buyer and/or its Operators shall be the Seller's standard courses, as described in the Seller’s Customer Services Catalog. The Seller shall be responsible for all training course syllabi, training aids and training equipment necessary for the organization of the training courses. For the avoidance of doubt, for the purpose of performing training, such training equipment does not include aircraft.

16.1.1.2

The training curricula and the training equipment may not be fully customized. However, academic curricula may be modified to include the most significant of the Buyer's Aircraft Specification (to the exclusion of Buyer Furnished Equipment (BFE)) as known at the latest six (6) months prior to the date of the first training course planned for the Buyer and/or its Operator. The equipment used for flight and maintenance personnel shall not be fully customized; however, this equipment shall be configured in order to obtain the relevant Aviation Authority’s approvals and to support the Seller's training programs.

Training data and documentation for trainees receiving the training at the Seller's Training Centers or Affiliated Training Centers shall be free-of-charge. Training data and documentation shall be marked "FOR TRAINING ONLY" and as such are supplied for the sole and express purpose of training. Training data and documentation shall not be revised.

16.1.1.3

After fulfilling its obligation to provide training courses to the Buyer and/or its Operators when the training courses are performed by the Seller, the Seller shall deliver to the trainees a certificate of completion. The Seller's certificate does not represent authority or qualification by any official Civil Aviation Authorities but may be presented to such officials in order to obtain relevant formal qualification.

In the event of the training being provided by a training provider selected by the Seller, the Seller shall cause such training provider to deliver to the trainees a certificate of completion. Such certificate shall not represent authority or qualification by any official Civil Aviation Authorities but may be presented to such officials in order to obtain relevant formal qualification.

16.1.1.4

Training courses provided for the Buyer's personnel or personnel of its Operators shall

be scheduled according to plans to be mutually agreed upon during a Training Conference to be held no later than nine (9) months prior to Delivery of the first Aircraft.

16.1.1.5

The contractual training courses shall be provided up to one (1) year after Delivery of the last Aircraft ordered under this Agreement. In the event that the Buyer and/or its Operators should use none or only part of the training or training aids to be provided pursuant to this Clause, no compensation or credit of any sort shall be allowed to the Buyer.

16.1.1.6

In the event of the Buyer and/or its Operators deciding to cancel or re-schedule a training course, a minimum advance notice of sixty (60) calendar days shall be required, provided that the Seller shall endeavor in the case of a later cancellation to re-allocate such courses to other customers.

If the notification occurs less than sixty (60) but more than forty five (45) calendar days prior to such training, a cancellation fee corresponding to fifty percent (50 %) of such training shall be, as applicable, either deducted from the training allowance defined herein or invoiced at the Seller’s then applicable price.

If the notification occurs less than forty five (45) calendar days prior to such training, a cancellation fee corresponding to one hundred percent (100 %) of such training shall be, as applicable, either deducted from the training allowance defined herein or invoiced at the Seller’s then applicable price.

16.1.2.

Prerequisites

The Buyer’s and/or the Buyer´s Operators shall warrant that trainees have the knowledge and experience specified for each course in the Seller’s Customer Services Catalog.

It is clearly understood that said training courses are "Transition Training Courses" and not "Initial Training Ab-Initio Courses".

Furthermore, the Buyer and/or the Buyer’s Operators shall be responsible for the selection of the trainees and for any liability with respect to the entry knowledge level of the trainees.

The Buyer and/or the Buyer’s Operators shall provide the Seller with an attendance list of the trainees for each course with the validated qualification of each trainee as specified by the Seller and in no event any later than sixty (60) calendar days before the start of the training course.

The Buyer and/or its Operators shall return concurrently thereto the completed Airbus Pre-Training Survey, detailing the trainees’ associated background. If the Seller determines through the Airbus Pre-Training Survey that a trainee does not match the prerequisites set forth in the Seller’s Customer Services Catalog, following consultation with the Buyer and/or its Operators, such trainee shall be withdrawn from the program or directed through a relevant entry level training (ELT) program, which shall be at the Buyer’s expense.

The Seller reserves the right to check the trainees' proficiency and previous professional experience. The Seller shall in no case warrant or otherwise be held liable for the trainee's performance as a result of any training services thus provided.

Upon the Buyer's or the Operator’s request, the Seller may be consulted to orientate the above mentioned trainee(s) through a relevant entry level training program, which shall be at the Buyer and/or its Operator’s charge, and, if necessary, to coordinate with competent outside organizations for this purpose. Such consultation should be held during the Training Conference.

In the event the Seller should determine that a trainee lacks such entry level, such trainee shall, following consultation with the Buyer and/or its Operator, be withdrawn from the program and shall then be considered to be at the Operator's disposal.

16.2.

16.2.1

16.2.1.1

Logistics

Trainees

The Seller shall provide free local transportation by bus for the Buyer and/or its Operator's trainees to and from designated pick up points and the training center.

16.2.1.2

However, the Buyer and/or its Operators shall indemnify and hold the Seller harmless from and against all liabilities, claims, damages, costs and expenses for any injury to or death of any of the Operator's trainees occasioned during the course of such transportation.

16.2.1.3

16.2.1.4

Living expenses for the Operator's trainees are to be borne by the Operator.

It shall be the responsibility of the Buyer and/or its Operators to make all necessary arrangements relative to authorizations, permits and/or visas necessary for the Buyer and/or its Operators’ trainees to attend the training courses to be provided hereunder. Rescheduling or cancellation of courses due to the Operator’s failure to obtain any such authorizations, permits and/or visas shall be subject to the provisions of sub-Clause 16.1.1.6.

16.2.2

Seller's Instructors

In the event that, at the Buyer's or the Buyer´s Operators request, training is provided by the Seller's instructors at any location other than the Seller's Training Centers, the Operators shall reimburse the Seller for all the reasonable expenses related to the assignment of such instructors and their performance of the duties as aforesaid.

16.2.2.1

Living Expenses

Such expenses, covering the entire period from day of secondment to day of return to the Seller's base, shall include but shall not be limited to lodging, food and local transportation to and from the place of lodging and the training course location. The Buyer or its Operators shall reimburse the Seller for such expenses on the basis of a per diem rate corresponding to the current per diem rate used by the Seller for its personnel, as set forth in the Seller’s Customer Services Catalog current at the time of the corresponding training or support.

16.2.2.2

Air Travel

Airline reservation(s) shall be guaranteed and confirmed to the Seller's instructors in business class on the Operator's route network. When the use of the Operator's route network is not feasible or practical, the Operator shall reimburse the Seller for business class travel on other airlines, as such airfares are set forth in the Seller’s Customer Services Catalog current at the time of the corresponding training or support.

It is understood that transportation for the Seller's instructors includes air travel to and from the Seller's Training Centers and the place of assignment.

Training Material

The Buyer shall reimburse the Seller the cost of shipment for the training material needed to conduct such courses.

Transportation

The Buyer and/or its Operators shall be solely liable for any and all delay in the performance of the training outside of the Seller's Training Centers associated with any transportation described in this Clause 16.

16.2.2.3

Indemnities

The Buyer and/or its Operators shall be solely liable for any and all delay in the performance of the training outside of the Seller's Training Centers associated with the transportation services described above and shall indemnify for and hold the Seller harmless from such delay and any consequences arising therefrom.

16.2.3

Training Equipment Availability

Training equipment necessary for course performance at any course location other than the Seller's training centers or the facilities of the training provider selected by the Seller shall be provided by the Operator in accordance with the Seller's reasonable specifications.

16.3.

16.3.1.

Training Courses Execution

Flight Crew Transition Course

The Seller shall train in a Flight Crew Transition course program, including low visibility operations training, *** The training manual shall be the Airbus Flight Crew Operating Manual, except for base Flight training, for which the Buyer’s Operator’s customized Flight Crew Operating Manual shall be used.

Whenever base flight training is required, the Buyer’s delivered Aircraft shall be used for said base flight training, which shall not exceed one (1) session per pilot. When such base flight crew training is performed in BLAGNAC, FRANCE, the Seller shall provide free-of-charge line maintenance, including servicing, preflight checks and changing of minor components, subject to conditions agreed in the present agreement.

In the event of it being necessary to ferry the Buyer’s delivered Aircraft to the location where the base flight training shall take place, the additional flight time required for the ferry flight to and/or from the base training field shall not be deducted from the base flight training allowance.

However, if the base flight training is performed outside of the zone where the Seller usually performs such training, the ferry flight to the location where the base flight training shall take place shall be performed by a crew composed of the Seller’s and/or the Buyer’s qualified pilots, in accordance with the Aviation Authorities’ regulations related to the place of performance of the base flight training.

The Buyer’s Operator shall provide mutually agreed spare parts as required to support said Aircraft in-flight training and shall provide public liability insurance in line with sub- Clause 16.6.

In all cases, the Buyer or the Operator shall bear all expenses such as fuel, oil and landing fees.

16.3.1.1

Flight Crew Line Initial Operating Experience

To assist the Buyer and/or its Operators with initial operating experience after Delivery of the first Aircraft, the Seller shall provide to the Buyer or its Operators ***

The Buyer and/or its Operators shall reimburse the expenses for each such instructor in accordance with Clause 16.2.2. Additional pilot instructors can be provided at the Buyer's and/or its Operators´ expense and upon conditions to be mutually agreed upon.

16.3.2

Maintenance Training

The Seller shall train free-of-charge the Operator's ground personnel ***

Courses shall only be scheduled for a given minimum number of participants as agreed to at the Training Conference.

Trainee days are counted as follows:

The above allocation of maintenance training trainee days shall be available to the Buyer (and its operators) for any of the maintenance and performance/operations training courses for the relevant Aircraft type available pursuant to the Seller’s Customer Services Catalogue.

16.3.3

Supplier and Propulsion System Manufacturer Training

Upon the Buyer’s and/or its Operators’ request, the Seller shall provide to the Buyer and/or its Operators the list of the maintenance and overhaul training courses provided by major Suppliers and the applicable Propulsion Systems Manufacturer on their products.

16.3.4

Cabin Attendants' Familiarization Course

The Seller will offer free of charge ***

.

The instructor cabin attendants' course, when incorporating the features of the Buyer's Aircraft, can be given at the earliest two (2) weeks before the Delivery date of the Buyer's first Aircraft.

16.4.

16.4.1.

Training Aids and Materials

Training Aids for Trainees at the Training Centers

Training documentation (including all printed course materials, manuals and supporting documents as such are listed in the Seller’s Customer Services Catalogue) for trainees receiving the instruction referred to above in sub-Clause 16.3 at the Seller's training centers shall be free-of-charge.

Training aids shall be "FOR TRAINING ONLY" and as such are supplied for the sole and express purpose of training.

16.5.

Training Engineering Support

If requested by the Buyer or its Operators and on terms to be agreed upon, the Seller shall assist the Operator with the introduction of training programs at the Operator's training center.

16.6

16.6.1

INDEMNITY AND INSURANCE

SCOPE

IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS CLAUSE 16, THE BUYER AND THE SELLER PROVIDE THE INDEMNITIES SET FORTH IN SUBLCLAUSES 16.6.2 AND 16.6.3.

16.6.2

BUYER'S INDEMNITY

THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, IT’S AFFILIATES AND THEIR RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, LOSS OF USE, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS)

ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS CLAUSE 16.

THIS INDEMNITY OF THE BUYER WILL NOT APPLY FOR ANY SUCH LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES TO THE EXTENT ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE SELLER'S SAID REPRESENTATIVES.

16.6.3

SELLER'S INDEMNITY

THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS ’ FEES AND DISBURSEMENTS)

16.6.4

CLAIMS

IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST EITHER PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES) FOR DAMAGES FOR DEATH OR INJURY OR FOR PROPERTY DAMAGE, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS SUB-CLAUSE 16.6, THE FORMER (INDEMNITEE) WILL PROMPTLY GIVE NOTICE TO THE OTHER PARTY (INDEMNITOR), AND THE INDEMNITOR WILL ASSUME AND CONDUCT THE DEFENSE THEREOF AT ITS SOLE EXPENSE, AND WILL HAVE THE RIGHT TO EFFECT ANY SETTLEMENT THAT IT, IN ITS OPINION, DEEMS PROPER.

IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT THE DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE INDEMNITEE WILL HAVE THE RIGHT TO PROCEED WITH THE DEFENSE OF THE CLAIM OR LAWSUIT AS IT DEEMS APPROPRIATE AND WILL HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY JUDGMENTS, SETTLEMENTS, COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) INCURRED IN CONDUCTING SAID DEFENSE. FOR THE PURPOSE OF THIS SUB-CLAUSE 16.6, A CLAIM OR LAWSUIT AGAINST THE MANUFACTURER, IT’S AFFILIATES OR ANY OF THEIR RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR RESPECTIVE

DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES WILL BE DEEMED TO BE A CLAIM OR LAWSUIT AGAINST THE SELLER.

16.6.5

INSURANCE

FOR THE PERIOD OF PERFORMANCE DESCRIBED IN THIS CLAUSE, THE BUYER WILL

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17.1

17.1.1

VENDORS' PRODUCT SUPPORT

Vendor Product Support Agreements

The Seller has obtained or will obtain product support agreements transferable to the Buyer and its assigns from Vendors of Seller Furnished Equipment listed in the Specification (as such Specification may be revised prior to Delivery) ("Supplier Product Support Agreements").

17.1.2

These Supplier Product Support Agreements are based on the "World Airlines and Suppliers Guide", are made available to the Buyer through the SPSA Application and include Vendor commitments as contained in the Supplier Product Support Agreements, which include the following provisions:

17.1.2.1

Technical data and manuals required to operate, maintain, service and overhaul the Vendor items. Such technical data and manuals will be prepared in accordance with the applicable provisions of ATA Specifications and in accordance with Clause 14.5 of this Agreement, will include revision services and will be published in the English language. The Seller shall recommend that software data, supplied in the form of an appendix to the Component Maintenance Manual, be provided in compliance with applicable ATA Specifications.

17.1.2.2

Warranties and guarantees including Vendors' standard warranties. In addition, Vendors of landing gear will provide service life policies for landing gear structures.

17.1.2.3

Training to ensure efficient operation, maintenance and overhaul of the Vendors' items for the Operator's instructors, shop and line service personnel.

17.1.2.4

Spares data in compliance with ATA iSpecification 2200, initial provisioning recommendations, spares and logistics service, including routine and emergency deliveries.

17.1.2.5

Technical service to assist the Buyer and Operators with maintenance, overhaul, repair, operation and inspection of Vendor items as well as required tooling and spares provisioning.

17.2

Vendor Compliance

The Seller will monitor Vendor compliance with support commitments defined in the Product Support Agreements and will take remedial action together with the Buyer and/or Operators if requested by the Buyer or an Operator.

17.3

Nothing in this Clause 17 will be construed to prevent or limit the Buyer from entering into direct negotiations with a Vendor with respect to different or additional terms and conditions applicable to Vendor items selected by the Buyer to be installed on the Aircraft.

17.4

Familiarization Training

Upon the Buyer’s request, the Seller shall provide the Buyer with Supplier Product Support Agreements familiarization training at the Seller’s facilities in Blagnac,

France. An on-line training module shall be further available through AirbusWorld, access to which shall be subject to the “General Terms and Conditions of Access to and Use of AirbusWorld” (hereinafter the “GTC”), as set forth in Part 2 of Exhibit “N” to this Agreement.

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18.1

18.1.1

BUYER FURNISHED EQUIPMENT

Installation and Delivery

Without additional charge, and in accordance with the Specification, as it may be revised prior to Delivery, the Seller will cause the Manufacturer to provide for the installation of the Buyer Furnished Equipment, provided that such are referred to in the Manufacturer’s BFE catalogue of approved suppliers and products (as such may be revised from time to time).

18.1.2

The Seller will cause the Manufacturer to advise the Buyer of the dates by which, in the planned release of engineering for an Aircraft, the Manufacturer reasonably requires a written detailed description of the dimensions and weight of Buyer Furnished Equipment for such Aircraft and information necessary for the installation and operation thereof, and the Buyer will furnish such detailed description and information by the dates so specified. Such dimensions and weights will not thereafter be revised unless mutually agreed and set forth in an SCN.

18.1.3

The Seller will also cause the Manufacturer to furnish in due time to the Buyer a schedule of dates by and locations to which Buyer Furnished Equipment for such Aircraft must be delivered to the Manufacturer to permit installation in and Delivery of such Aircraft in accordance with the Delivery schedule referred to in Clause 9. The Buyer will furnish such equipment to the Manufacturer at such locations by such dates. The Buyer, at no cost to the Seller, will also furnish or cause to be present at the works where such Buyer Furnished Equipment is to be installed, when requested by the Manufacturer, field service representatives to provide the Manufacturer technical advice regarding the installation and calibration of Buyer Furnished Equipment.

18.2

Specification and Airworthiness Approvals

The Buyer warrants that all Buyer Furnished Equipment will meet the requirements of the applicable Aircraft Specification, will comply with applicable EASA, FAA and Alternative Airworthiness Authority regulations and will be approved by the EASA, FAA and Alternative Airworthiness Authority, as applicable, for installation and use on an Aircraft at the time of Delivery of such Aircraft. The Seller will bear no expense in connection with adjusting and calibrating Buyer Furnished Equipment to the extent necessary to obtain EASA, FAA and Alternative Airworthiness Authority approval.

18.3

Delay and Nonperformance

Any delay or failure in complying with the warranty in the foregoing sub-Clause 18.2, in providing the descriptive information and services mentioned in sub-Clause 18.1 hereof, in furnishing the Buyer Furnished Equipment or in obtaining any required approval of such equipment under the EASA, FAA and Alternative Airworthiness Authority regulations (as such may have been designated by the Buyer) will be the responsibility of the Buyer, to the extent that such delay or failure will in turn,

18.3.2

The Seller will be entitled to cause the Manufacturer to select, purchase and install the Buyer Furnished Equipment involved, in which event the Final Contract Price of the affected Aircraft will be increased by the purchase price of such Buyer Furnished Equipment (provided such price is consistent with the prices actually paid or agreed to be paid by the Buyer for the originally selected Buyer Furnished Equipment) plus reasonable costs and expenses incurred by the Manufacturer for handling charges, transportation, insurance, packaging and, if so required and not already provided for in the Final Contract Price of such Aircraft, for adjustment and calibration.

18.3.3

If (i) delivery of the Buyer Furnished Equipment is delayed by more than thirty (30) days after the date specified by the Manufacturer for the delivery of such Buyer Furnished Equipment or (ii) the Buyer Furnished Equipment required to obtain certification of the Aircraft in accordance with sub-Clause 2.6 hereof is not approved by EASA, FAA or Alternative Airworthiness Authority within thirty (30) days after the date specified by the Manufacturer for the delivery of such Buyer Furnished Equipment, then, notwithstanding the terms of sub-Clause 2.6, the Seller will be entitled to deliver the affected Aircraft where it is then located with no obligation to install such Buyer Furnished Equipment. Upon such Delivery the Seller will be relieved of all obligations to install such Buyer Furnished Equipment. In the event of such a Buyer Furnished Equipment delay, the Seller shall however use all reasonable efforts to either (i) provide the Buyer with the extent of any industrial flexibility it may have to extend the above mentioned 30 days period in order to accommodate for the later delivery of such Buyer Furnished Equipment, whereupon such 30 days period shall be extended to the new delivery date for such delayed Buyer Furnished Equipment so communicated by the Seller; or (ii) seek to obtain in cooperation with the Buyer an alternate to the required Buyer Furnished Equipment.

18.3.4

If (i) the Buyer Furnished Equipment is delayed by more than thirty (30) days after the date specified by the Manufacturer for the delivery of such Buyer Furnished Equipment or (ii) the Buyer Furnished Equipment is not required for certification of the Aircraft and is not approved by the EASA, FAA or Alternative Airworthiness Authority within thirty (30) days after the date specified by the Manufacturer for the delivery of such Buyer Furnished Equipment, then the Seller will be entitled to deliver the Aircraft with no obligation to install such Buyer Furnished Equipment. The Buyer may also elect to have the Aircraft so delivered, whereupon the Seller will be relieved of all obligations to install such Buyer Furnished Equipment. In the event of such a Buyer Furnished Equipment delay, the Seller shall however use all reasonable efforts to either (i) provide the Buyer with the extent of any industrial flexibility it may have to extend the above mentioned 30 days period in order to accommodate for the later delivery of such Buyer Furnished Equipment, whereupon such 30 days period shall be extended to the new delivery date for such delayed Buyer Furnished Equipment so communicated by the Seller; or (ii) seek to obtain in cooperation with the Buyer an alternate to the required Buyer Furnished Equipment.

18.3.5

In the event that any Aircraft is delivered to the Buyer without Buyer Furnished Equipment installed, pursuant to sub-Clause 18.3.3 or 18.3.4 above, the Seller shall, at the Buyer’s option, with respect to such uninstalled Buyer Furnished Equipment, either (i) ship such Buyer Furnished Equipment, when received by the Manufacturer, to a destination designated by the Buyer, at the Buyer’s expense, or (ii) if such Buyer

Furnished Equipment has not yet been shipped to the Manufacturer, direct the Vendor to ship such Buyer Furnished Equipment directly to such destination as will be designated by the Buyer. In addition, the Seller shall cooperate with the Buyer to obtain certification for such any such Aircraft once Buyer has installed Buyer Furnished Equipment following Delivery.

18.3.6

In the event that the delivery of any Buyer Furnished Equipment is delayed, the Seller commits to the Buyer that it shall cooperate in good faith with the Buyer and shall use all reasonable efforts in order to minimize the impact that such BFE delay may have on the Aircraft entry into service with the Buyer’s operator. In this respect the Seller shall, in consultation with the Buyer:

18.3.7

Any Buyer Furnished Equipment installed on an Aircraft and subsequently removed, as a result of action or inaction by the Buyer, will be removed at the Buyer's expense.

18.4

Shipping Addresses and Taxes

The BFE shall be imported into FRANCE or into GERMANY by the Buyer under a suspensive customs system ("Régime de l'entrepôt douanier ou régime de perfectionnement actif " or "Zollverschluss") without application of any French or German tax or customs duty, and shall be Delivered At Place (DAP) according to the Incoterms, to the following shipping addresses:

AIRBUS OPERATIONS S.A.S.
316 Route de Bayonne
31300 TOULOUSE
FRANCE

or

AIRBUS OPERATIONS GmbH
Kreetslag 10
21129 HAMBURG
GERMANY

or such other location as may be specified by the Seller.

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19.1

ASSIGNMENT

Successors and Assigns

Subject to the provisions of this sub-Clause 19.1, this Agreement is personal to the parties hereto, and (save as expressly provided in this Clause 19) this Agreement shall not be assigned in whole or in part by either party without the prior written consent of the other party. Notwithstanding anything herein to the contrary, the Seller may at any time, without the Buyer's consent, assign any of its rights to receive money, and either party may delegate any of its duties to effect sale, purchase and Delivery of any Aircraft, or any of its responsibilities, duties or obligations to perform any other obligations hereunder to: (i) in the case of the Seller or to any Affiliate of the Seller and (ii) in the case of the Buyer, to an Affiliate of the Buyer, provided that such Affiliate is not affiliated with an aircraft or engine manufacturer, airline, leasing company (other than Buyer) or other entity or person which the Seller, in its reasonable opinion, considers that it has a commercial conflict with the Seller’s business interests, or is not a party to whom the Seller is prohibited by law or any governmental regulation of any of the French Republic, the Federal Republic of Germany, Spain, the United Kingdom or the United States of America from selling the Aircraft or carrying its obligations hereunder).

19.2

Seller's Designations

The Seller may at any time by written notice to the Buyer designate particular facilities or particular personnel of the Seller or any Affiliate of the Seller at which or by whom the services to be performed under this Agreement shall be performed. The Seller may also any Affiliate of the Seller as the party responsible on behalf of the Seller for providing to the Buyer all or any of the services described in this Agreement.

19.3

Notwithstanding any assignment or designation under sub-Clause 19.1 or 19.2 above, the assign or or designating party shall not be relieved of any of its obligations hereunder. Any assignment, novation or designation under sub-Clause 19.1 or 19.2 shall be subject to all of the following conditions:

19.4

Assignment in Case of Lease

In the event of the lease of any Aircraft by the Buyer following delivery of such Aircraft to the Buyer, and subject to the consent of the Seller, which consent shall not be unreasonably denied, the Buyer's rights and obligations with respect to such Aircraft under Clauses 12 and 13 of this Agreement and any allocations of field assistance, training and training aids under Clauses 15 and 16 and of manuals and Technical Documentation under Clause 14 of this Agreement which are specific to an Aircraft may be transferred (subject to prior consultation with the Seller on the nature of the training and training aids to be transferred under Clauses 15 and 16) to the benefit of such lessee. The Buyer shall furnish to the Seller a true copy of the corresponding agreement with the lessee (omitting if the Buyer so chooses the commercial details of such lease) and an execution copy of an assignment of such rights clearly stating that the lessee acknowledges that it is bound by and will comply with all applicable terms, conditions and limitations under Clauses 12, 13, 14, 15, and 16 of this Agreement.

Any assignment or novation under Clause 19.4 shall be subject to all of the following conditions:

Provided that the above conditions are met, the Buyer shall be released from the obligations and liabilities of the Buyer so assumed by the Buyer’s assignee.

19.5

Assignment for the purposes of financing

In order to facilitate the arrangement by the Buyer for the purposes of structuring the financing of the Aircraft, the Buyer may request the consent of the Seller to the assignment to a financing vehicle company of the right to take title and to certain warranty rights in relation with an Aircraft, in which case, subject to the provisions of sub-Clause 19.3, and to receipt of the Final Contract Price, the Seller’s consent shall not be unreasonably withheld.

DATA RETRIEVAL

On the Seller's reasonable request, the Buyer will make reasonable efforts to ensure that its Operators provide the Seller with all the necessary data, as customarily compiled by such operators and pertaining to the operation of the Aircraft, to assist the Seller in making an efficient and coordinated survey of all reliability, maintenance, operational and cost data with a view to improving the safety, availability and operational costs of the Aircraft.

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21.1

TERMINATION FOR CERTAIN EVENTS

Any of the following will be considered a material breach of the indicated party’s obligations under this Agreement ("Material Breach"):

21.2

In the event of any Material Breach by the Buyer, the Seller will at its option have the right to resort to any remedy under applicable law, including, without limitation, the right by written notice, effective immediately, to (i) suspend its performance under the Agreement, (ii) reschedule the Delivery date for the Aircraft affected by such default or for other Goods and Services, (iii) terminate this Agreement with respect to any or all Aircraft, services, data and other items undelivered or unfurnished on the effective date of such termination, (iv) debit and apply, in whole or in part, the unused amount of any credit made available to the Buyer by the Seller against any unpaid amount due by the Buyer to the Seller and (v) retain, as part of the damages for breach and not as a penalty, an amount equal to all Predelivery Payments and all other

payments made theretofore under this Agreement, to the full extent of the Seller’s losses and damages incurred in connection with the Aircraft, services, data and other items covered by such termination.

21.3

***

22 -

22.1

MISCELLANEOUS PROVISIONS

Notices

All notices and requests required or authorized hereunder will be given in writing either by personal delivery to a responsible officer of the party to whom the same is given or by commercial courier, certified air mail (return receipt requested), facsimile or other electronic transmission at the addresses and numbers set forth below. The date upon which any such notice or request is so personally delivered, or if such notice or request is given by commercial courier, certified air mail, facsimile or other electronic transmission, the date upon which sent, will be deemed to be the effective date of such notice or request.

The Seller will be addressed at:

AIRBUS
1, rond-point Maurice Bellonte
31707 BLAGNAC FRANCE
Attention: VP Contracts
Telephone: ***
Facsimile: ***

The Buyer will be addressed at:

C.I.T. LEASING CORPORATION
11 West 42^nd Street
12^th floor
New York, New York 10036
USA
Attention: Chief Counsel, Transportation Finance
Telephone: ***
Facsimile: ***

Waiver

The failure of either party to enforce at any time any of the provisions of this Agreement, to exercise any right herein provided or to require at any time performance by the other party of any of the provisions hereof will in no way be construed to be a present or future waiver of such provisions nor in any way to affect the validity of this Agreement or any part hereof or the right of the other party thereafter to enforce each and every such provision. The express waiver by either party of any provision, condition or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

22.3

GOVERNING LAW AND JURISDICTION

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS TRANSACTION.

EACH OF THE SELLER AND BUYER (I) IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BROUGHT BY ANY PARTY OR PARTIES HERETO, AND (II) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ANY DEFENSE OR OTHERWISE, IN ANY SUIT, ACTION OR PROCEEDING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DEFENSE BASED ON SOVEREIGN OR OTHER IMMUNITY OR THAT THE SUIT, ACTION OR PROCEEDING WHICH IS REFERRED TO IN CLAUSE (I) ABOVE IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY MAY NOT BE ENFORCED IN ANY OF THESE COURTS. THE BUYER AND THE SELLER EACH HEREBY GENERALLY CONSENTS TO SERVICE OF PROCESS BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS FOR NOTICE UNDER THIS AGREEMENT, SUCH SERVICE OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGEMENT OF RECEIPT OF SUCH REGISTERED MAIL. THE FOREGOING, HOWEVER, SHALL NOT LIMIT THE RIGHT OF SUCH PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY LEGAL ACTION OR PROCEEDING OR TO OBTAIN EXECUTION OF JUDGEMENT IN ANY COMPETENT JURISDICTION.

22.4

Confidentiality

The parties (which for this purpose will include their employees, agents and advisors) will maintain the terms and conditions of this Agreement and any reports or other data furnished hereunder (collectively, "Information") strictly confidential and will not, without the prior written consent of the other party, disclose such Information to any other person or entity; provided that the Seller and the Buyer may, without the consent of the other party, disclose the Information in any of the following situations:

regulatory agency), by subpoena or by any other legal process. In the event that a disclosure becomes necessary, as provided in this sub-Clause (c), the Buyer shall consult and cooperate with the Seller to limit the scope and form of such disclosure to the extent permissible and will make such applications as will be necessary to implement the foregoing.

Neither the Seller nor the Buyer shall issue any press release or other public statement of any kind regarding the transactions described and/or contemplated in this Agreement without the express written consent of the other party. The provisions of this sub-Clause 22.4 will survive any termination of this Agreement.

22.5

Severability

In the event that any provision of this Agreement should for any reason be held to be without effect, the remainder of this Agreement will remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this Agreement prohibited or unenforceable in any respect.

22.6

Alterations to Contract

This Agreement, including its Exhibits, Appendixes and Letter Agreements, contains the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written (including, without limitation the Memorandum of Understanding entered into between the Seller and Buyer on June 21^st, 2011) between the Seller and the Buyer. This Agreement will not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by both parties or by their fully authorized representatives.

22.7

Inconsistencies

In the event of any inconsistency between the terms of this Agreement and the terms contained in any Exhibit, Appendix or Letter Agreement attached to this Agreement, in each such case the terms of such Exhibit, Appendix or Letter Agreement will prevail over the terms of this Agreement. For the purpose of this sub-Clause 22.7, the term Agreement will not include any Appendix, Exhibit or Letter Agreement hereto.

22.8

Language

All correspondence, documents and any other written matters in connection with this Agreement will be in English.

22.9

Headings

All headings in this Agreement are for convenience of reference only and do not constitute a part of this Agreement.

22.10

Counterparts

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.