Common use of Absolute and Unconditional Obligations Clause in Contracts

Absolute and Unconditional Obligations. 7.1 The Lessee’s obligations to pay Rent, Agreed Value, End of Lease Maintenance Payment Adjustments and any other amounts due under this Agreement and to perform all of its other obligations under this Agreement, are absolute and unconditional, irrespective of any contingency, including without limitation: (a) after Delivery, any unavailability of the Aircraft for any reason, including, but not limited to, any defect in the airworthiness, merchantability, satisfactory condition, fitness for any purpose, condition, design or operation of any kind or nature of the Aircraft; (b) after Delivery, the ineligibility of the Aircraft for any particular use or trade, or for registration or documentation under the laws of any relevant jurisdiction; (c) the Total Loss (except as provided hereunder upon payment of the Agreed Value and all other amounts (including Rent) then due and payable hereunder) of, or any damage to, the Aircraft, Airframe or any Engine; (d) any set off, counterclaim, recoupment, withholding defence or other rights which the Lessee may have against the Owner, the Lessor, any Financier (if applicable) or any other person; (e) the exercise of any rights and/or remedies by the Lessor, the Owner and/or any Financier (if applicable) under this Agreement or any other Transaction Document; (f) any failure or delay on the part of any Party in performing or complying with any of the terms or conditions of this Agreement or any other Transaction Document; (g) any insolvency, bankruptcy, administration, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Owner, the Lessor, any Financier (if applicable) or the Lessee; or (h) any lack of due authorisation of, or other defect in, this Agreement or any other Transaction Document, provided that nothing in this Clause 7 will be construed to extinguish or otherwise limit the Lessee’s right to institute separate legal proceedings against the Lessor in the event of the Lessor’s breach of this Agreement or to limit the Lessee’s rights and remedies against the Lessor or any other person. Quiet enjoyment 8.1 So long as no Event of Default has occurred and is continuing, the Lessor will not, and will procure that neither the Owner, nor any person claiming by or through the Owner, will interfere with the Lessee’s right or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee’s right to have quiet use, enjoyment and possession of the Aircraft during the Lease Period. The exercise by the Lessor, or any person claiming by or through the Lessor, of its rights under or in connection with this Agreement or any other Transaction Document will not constitute such interference. Warranties 8.2 The Lessee or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee shall, during the Lease Period, enjoy the benefit of the Airframe Warranties and the Engine Warranties pursuant to the terms of the Airframe Warranties Agreement and the Engine Warranties Agreement respectively. 8.3 Save as provided below, during the Lease Period, the Lessor will allow the Lessee or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee to have the use and benefit of any other existing and transferable manufacturer, vendor or supplier warranties relating to the Aircraft in each case subject to any necessary consents of the relevant Manufacturer, vendor or supplier. The Lessor agrees to take such steps at the cost and expense of the Lessee, as are reasonably necessary to enable the Lessee or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee to receive the benefits of such warranties. The Lessee and, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee will have the benefit of any such warranties subject to any terms that the relevant Manufacturer, vendor or supplier may require. 8.4 On the Expiry Date, the Lessee’s and, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee’s rights under the warranties referred to in Clause 8.3 (including their respective rights to pursue claims and receive payments thereunder) shall immediately revert to the Owner. 8.5 On the Expiry Date, the Lessee and, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee, will at the Lessee’s own cost and expense, take all steps necessary to ensure that the benefit of any unexpired and transferable warranties relating to the Aircraft is vested in the Owner. Life Key/Lessor Care agreements 8.6 The Lessor undertakes in favour of the Lessee that for the duration of the Lease Period, the Engines shall be covered by Life Key/Lessor Care agreements entered into between the Lessor and the Engine Manufacturer and that such Life Key/Lessor Care agreements will remain in full force and effect during such Lease Period. 9 Information Financial information 9.1 During the Lease Period, the Lessee will deliver to the Lessor: (a) as soon as practicable and not later than one hundred and twenty (120) days after the end of the Lessee’s financial year to which they relate, a copy of its consolidated audited financial statements in English (together with all notes) prepared in accordance with IFRS by a reputable firm of accountants. The financial statements will fairly and accurately present the financial position of the Lessee as at the end of such financial year and the results of its operations for such financial year and will disclose all material liabilities (contingent or otherwise) of the Lessee; (b) as soon as practicable and not later than sixty (60) days after the end of the Lessee’s financial quarter to which they relate, a copy of its consolidated management accounts in English (together with all notes) prepared in accordance with IFRS by a reputable firm of accountants. The financial statements shall fairly and accurately present the financial position of the Lessee as at the end of such financial quarter and the results of its operations for such financial quarter and shall, in accordance with such accounting principles and practices, disclose all material liabilities (contingent or otherwise) of the Lessee; and (c) with reasonable promptness, such other financial information with respect to the Lessee as the Lessor may from time to time reasonably request to the extent such information and data is relevant to the performance of the Lessee’s obligations under this Agreement and in any event subject to any confidentiality restrictions on the Lessee in respect thereof, provided, however, that the Lessee’s obligations pursuant to Clause 9.1 shall be deemed satisfied should the Lessee publish the equivalent information required to be provided by the Lessee pursuant to Clause 9.1, on the Lessee’s investor relations website which is publically available to the Lessor (currently at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) or such other websites which are available to the Lessor. Technical information 9.2 Throughout the Lease Period, the Lessee will: (a) provide the Lessor within ten (10) days after the end of each month, a technical report for the Aircraft for the preceding month in the form of Schedule 7 (Reporting and notices); and (b) provide to the Lessor other technical information the Lessor may reasonably request from time to time regarding the maintenance of the Aircraft. Other information 9.3 Throughout the Lease Period, the Lessee shall: (a) notify the Lessor as soon as practicable of any loss, theft, damage or destruction to the Aircraft, any Engine or any Part to the Aircraft if the potential cost may exceed the Damage Notification Threshold; (b) notify the Lessor of any Default promptly after it occurs and the Lessee becomes aware of it; and (c) provide the Lessor, on request, with evidence that all Taxes (other than Lessor Taxes) and charges incurred and payable by the Lessee in connection with the operation of the Aircraft, including those invoiced by airports and air traffic control authorities have been paid in full in accordance with the then current arrangements agreed between the Lessee and the relevant authority for the invoicing and payment of any such Taxes or charges. Such request shall not be made more frequently than once in any twelve (12) month period unless an Event of Default has occurred and is continuing, where such limitation shall not apply.

Absolute and Unconditional Obligations. 7.1 The Lessee’s obligations to pay Rent, Security Deposit, Agreed Value, End of Lease Maintenance Payment Adjustments Value and any other amounts due under this Agreement and to perform all of its other obligations under this AgreementAgreement and any other Transaction Document, are absolute and unconditional, irrespective no matter what happens and no matter how fundamental or unforeseen the event and regardless of any contingencypartial or total failure of consideration, including without limitation: (a) after Delivery, 6.1.1 any unavailability of the Aircraft for any reason, including, but not limited to, any defect in the airworthiness, merchantability, satisfactory condition, fitness for any purpose, condition, design or operation of any kind or nature of the Aircraft;; or (b) after Delivery, 6.1.2 the ineligibility of the Aircraft for any particular use or trade, or for registration or documentation under the laws of any relevant jurisdiction;; or (c) 6.1.3 the Total Loss (except as provided hereunder upon payment of the Agreed Value and all other amounts (including Rent) then due and payable hereunder) of, or any damage to, the Aircraft, Airframe or any Engine;; or (d) 6.1.4 any set off, counterclaim, recoupment, withholding defence or other rights which the Lessee may have against the Owner, the Lessor, any Financier (if applicable) or any other person;; or – 12 – Aircraft MSN 38891 (e) the exercise of any rights and/or remedies by the Lessor, the Owner and/or any Financier (if applicable) under this Agreement or any other Transaction Document; (f) 6.1.5 any failure or delay on the part of any Party party hereto in performing or complying with any of the terms or conditions of this Agreement or any other Transaction Document;; or (g) 6.1.6 any insolvency, bankruptcy, administration, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Owner, the Lessor, any Financier (if applicable) or the Lessee, including the Chapter 11 Cases; or (h) 6.1.7 any lack of due authorisation of, or other defect in, this Agreement or any other Transaction Document, provided that nothing in this Clause 7 6 will be construed to extinguish or otherwise limit the Lessee’s right to institute separate legal proceedings for the claim of damages and other relief from courts against the Lessor or any other person in the event of the Lessor’s or such other person’s breach of this Agreement or to limit the Lessee’s rights and remedies against the Lessor or any other person. Quiet enjoyment 8.1 So long as no Event of Default has occurred and is continuing, the Lessor will not, and will procure that neither the Owner, nor any person claiming by or through the Owner, will interfere with the Lessee’s right or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee’s right to have quiet use, enjoyment and possession of the Aircraft during the Lease Period. The exercise by the Lessor, or any person claiming by or through the Lessor, of its rights under or in connection with this Agreement or any other Transaction Document will not constitute such interference. Warranties 8.2 The Lessee or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee shall, during the Lease Period, enjoy the benefit of the Airframe Warranties and the Engine Warranties pursuant to the terms of the Airframe Warranties Agreement and the Engine Warranties Agreement respectivelyDocuments. 8.3 Save as provided below, during the Lease Period, the Lessor will allow the Lessee or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee to have the use and benefit of any other existing and transferable manufacturer, vendor or supplier warranties relating to the Aircraft in each case subject to any necessary consents of the relevant Manufacturer, vendor or supplier. The Lessor agrees to take such steps at the cost and expense of the Lessee, as are reasonably necessary to enable the Lessee or, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee to receive the benefits of such warranties. The Lessee and, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee will have the benefit of any such warranties subject to any terms that the relevant Manufacturer, vendor or supplier may require. 8.4 On the Expiry Date, the Lessee’s and, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee’s rights under the warranties referred to in Clause 8.3 (including their respective rights to pursue claims and receive payments thereunder) shall immediately revert to the Owner. 8.5 On the Expiry Date, the Lessee and, if the Aircraft is subleased pursuant to a Permitted Sublease, the Permitted Sublessee, will at the Lessee’s own cost and expense, take all steps necessary to ensure that the benefit of any unexpired and transferable warranties relating to the Aircraft is vested in the Owner. Life Key/Lessor Care agreements 8.6 The Lessor undertakes in favour of the Lessee that for the duration of the Lease Period, the Engines shall be covered by Life Key/Lessor Care agreements entered into between the Lessor and the Engine Manufacturer and that such Life Key/Lessor Care agreements will remain in full force and effect during such Lease Period. 9 Information Financial information 9.1 During the Lease Period, the Lessee will deliver to the Lessor: (a) as soon as practicable and not later than one hundred and twenty (120) days after the end of the Lessee’s financial year to which they relate, a copy of its consolidated audited financial statements in English (together with all notes) prepared in accordance with IFRS by a reputable firm of accountants. The financial statements will fairly and accurately present the financial position of the Lessee as at the end of such financial year and the results of its operations for such financial year and will disclose all material liabilities (contingent or otherwise) of the Lessee; (b) as soon as practicable and not later than sixty (60) days after the end of the Lessee’s financial quarter to which they relate, a copy of its consolidated management accounts in English (together with all notes) prepared in accordance with IFRS by a reputable firm of accountants. The financial statements shall fairly and accurately present the financial position of the Lessee as at the end of such financial quarter and the results of its operations for such financial quarter and shall, in accordance with such accounting principles and practices, disclose all material liabilities (contingent or otherwise) of the Lessee; and (c) with reasonable promptness, such other financial information with respect to the Lessee as the Lessor may from time to time reasonably request to the extent such information and data is relevant to the performance of the Lessee’s obligations under this Agreement and in any event subject to any confidentiality restrictions on the Lessee in respect thereof, provided, however, that the Lessee’s obligations pursuant to Clause 9.1 shall be deemed satisfied should the Lessee publish the equivalent information required to be provided by the Lessee pursuant to Clause 9.1, on the Lessee’s investor relations website which is publically available to the Lessor (currently at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) or such other websites which are available to the Lessor. Technical information 9.2 Throughout the Lease Period, the Lessee will: (a) provide the Lessor within ten (10) days after the end of each month, a technical report for the Aircraft for the preceding month in the form of Schedule 7 (Reporting and notices); and (b) provide to the Lessor other technical information the Lessor may reasonably request from time to time regarding the maintenance of the Aircraft. Other information 9.3 Throughout the Lease Period, the Lessee shall: (a) notify the Lessor as soon as practicable of any loss, theft, damage or destruction to the Aircraft, any Engine or any Part to the Aircraft if the potential cost may exceed the Damage Notification Threshold; (b) notify the Lessor of any Default promptly after it occurs and the Lessee becomes aware of it; and (c) provide the Lessor, on request, with evidence that all Taxes (other than Lessor Taxes) and charges incurred and payable by the Lessee in connection with the operation of the Aircraft, including those invoiced by airports and air traffic control authorities have been paid in full in accordance with the then current arrangements agreed between the Lessee and the relevant authority for the invoicing and payment of any such Taxes or charges. Such request shall not be made more frequently than once in any twelve (12) month period unless an Event of Default has occurred and is continuing, where such limitation shall not apply.