Common use of Conditions of Participation Clause in Contracts

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) LESSEE hereby agrees to be bound by and to comply with the following provisions of the G.T.A. and Support Agreement (copies of which are attached hereto) as if LESSEE had been named "Buyer" of the Aircraft under such agreements: (i) Clauses 7.2 and 8.5 of the G.T.A. to the extent of (aa) injury to or death of any LESSEE representative, (bb) loss or damage to property of any LESSEE representatives and (cc) liabilities, damages, losses, costs and expenses of Seller, Manufacturer and their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of LESSEE's representatives. (b) So long as this Participation Agreement is in full force and effect, LESSEE and not ILFC will be responsible for the liabilities and obligations set forth in section 3(a) above. (c) For avoidance of doubt, even while this Participation Agreement is in full force and effect, ILFC will remain responsible for compliance with Clauses 7.2 and 8.5 of the G.T.A. to the extent of (aa) injury to or death of any ILFC representative, (bb) loss or damage to property of any ILFC representative and (cc) liabilities, damages, losses, costs and expenses of Seller, Manufacturer and their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of ILFC's representatives. (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, ILFC shall once again be bound by Clauses 7.2 and 8.5 of the G.T.A. (e) Other than with respect to the obligations assumed by LESSEE under this Participation Agreement as set forth in section 3(a) above, ILFC shall remain fully bound by all provisions of the Purchase Agreement, G.T.A. and Support Agreement. (f) Nothing contained herein shall subject AVSA to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in sections 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said agreements. (g) LESSEE shall not be appointed as ILFC's agent and shall not be permitted to act on behalf or in place of ILFC without the express written authorization of ILFC and nothing contained herein shall be construed as to give such authorization.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) LESSEE hereby agrees to be bound by and to comply with the following provisions of the G.T.A. and Support Agreement (copies of which are attached hereto) as if LESSEE had been named "Buyer" of the Aircraft under such agreements: (i) Clauses 7.2 and 8.5 of the G.T.A. G.T. A. to the extent of (aa) injury to or death of any LESSEE representative, (bb) loss or damage to property of any LESSEE representatives and (cc) liabilities, damages, losses, costs and expenses of SellerAVSA, Manufacturer and their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of LESSEE's representatives, and (ii) Clauses 16.9 and 18.5 of the Support Agreement. (b) So long as this Participation Agreement is in full force and effect, LESSEE and not ILFC will be responsible for the liabilities and obligations set forth in section 3(a) above. (c) For avoidance of doubt, even while this Participation Agreement is in full force and effect, ILFC will remain responsible for compliance with Clauses 7.2 and 8.5 of the G.T.A. G.T. A. to the extent of (aa) injury to or death of any ILFC representative, (bb) loss or damage to property of any ILFC representative and (cc) liabilities, damages, losses, costs and expenses of SellerAVSA, Manufacturer and their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of ILFC's representatives. (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, ILFC shall once again be bound by Clauses 7.2 and 8.5 of the G.T.A.G.T.A. and Clauses 16.9 and 18.5 of the Support Agreement with respect to the Aircraft. (e) Other than with respect to the obligations assumed by LESSEE under this Participation Agreement as set forth in section 3(a) above, ILFC shall remain fully bound by all provisions of the Purchase Agreement, G.T.A. and Support Agreement. (f) Nothing contained herein shall subject AVSA to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in sections 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said agreements. (g) LESSEE shall not be appointed as ILFC's agent and shall not be permitted to act on behalf or in place of ILFC without the express written authorization of ILFC and nothing contained herein shall be construed as to give such authorization.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) LESSEE hereby agrees to be bound by and to comply with the following provisions of the G.T.A. and Support Agreement (copies of which are attached hereto) as if LESSEE had been named "“Buyer" ” of the Aircraft under such agreements: (i) Clauses 7.2 and 8.5 of the G.T.A. to the extent of (aa) injury to or death of any LESSEE representative, (bb) loss or damage to property of any LESSEE representatives and (cc) liabilities, damages, losses, costs and expenses of Seller, Manufacturer and their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of LESSEE's ’s representatives. (b) So long as this Participation Agreement is in full force and effect, LESSEE and not ILFC will be responsible for the liabilities and obligations set forth in section 3(a) above. (c) For avoidance of doubt, even while this Participation Agreement is in full force and effect, ILFC will remain responsible for compliance with Clauses 7.2 and 8.5 of the G.T.A. of A. to the extent of (aa) injury to or death of any ILFC representative, (bb) loss or damage to property of any ILFC representative and (cc) liabilities, damages, losses, costs and expenses of Seller, Manufacturer and their associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of ILFC's ’s representatives. (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, ILFC shall once again be bound by Clauses 7.2 and 8.5 of the G.T.A. (e) Other than with respect to the obligations assumed by LESSEE under this Participation Agreement as set forth in section 3(a) above, ILFC shall remain fully bound by all provisions of the Purchase Agreement, G.T.A. and Support Agreement. (f) Nothing contained herein shall subject AVSA to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in sections 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said agreements. (g) LESSEE shall not be appointed as ILFC's ’s agent and shall not be permitted to act on behalf or in place of ILFC without the express written authorization of ILFC and nothing contained herein shall be construed as to give such authorization.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) LESSEE hereby agrees to be bound by and to comply with the following provisions of the G.T.A. and the Support Agreement (copies of which are attached hereto) as if LESSEE had been named "“Buyer" ” of the Aircraft under such agreements: (i) Clauses 7.2 and 8.5 of the G.T.A. to the extent of (aa) injury to or death of any LESSEE representative, (bb) loss or damage to property of any LESSEE representatives and (cc) liabilities, damages, losses, costs and expenses of Seller, Manufacturer AIRBUS and their its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of LESSEE's ’s representatives, and (ii) Clauses 16.9 and 18.5 of the Support Agreement. (b) So long as this Participation Agreement is in full force and effect, LESSEE and not ILFC will be responsible for the liabilities and obligations set forth in section 3(a) above. (c) For avoidance of doubt, even while this Participation Agreement is in full force and effect, ILFC will remain responsible for compliance with Clauses 7.2 and 8.5 of the G.T.A. to the extent of (aa) injury to or death of any ILFC representative, (bb) loss or damage to property of any ILFC representative and (cc) liabilities, damages, losses, costs and expenses of Seller, Manufacturer AIRBUS and their its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of ILFC's ’s representatives.. 109 EXHIBIT B (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, ILFC shall once again be bound by Clauses 7.2 and 8.5 of the G.T.A.G.T.A. and Clauses 16.9 and 18.5 of the Support Agreement with respect to the Aircraft. (e) Other than with respect to the obligations expressly assumed by LESSEE under this Participation Agreement as set forth in section 3(a) above, ILFC shall remain fully bound by all provisions of the Purchase Agreement, the G.T.A. and the Support Agreement. (f) Nothing contained herein shall subject AVSA AIRBUS to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in sections 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said agreements. (g) LESSEE shall not be appointed as ILFC's ’s agent and shall not be permitted to act on behalf or in place of ILFC without the express written authorization of ILFC and nothing contained herein shall be construed as to give such authorization.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) LESSEE hereby agrees to be bound by and to comply with the following provisions of the G.T.A. and the Support Agreement (copies of which are attached hereto) as if LESSEE had been named "“Buyer" ” of the Aircraft under such agreements: (i) Clauses 7.2 and 8.5 of the G.T.A. to the extent of (aa) injury to or death of any LESSEE representative, (bb) loss or damage to property of any LESSEE representatives and (cc) liabilities, damages, losses, costs and expenses of Seller, Manufacturer AIRBUS and their its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of LESSEE's ’s representatives., and (ii) Clauses 16.9 and 18.5 of the Support Agreement. 110 EXHIBIT B PARTICIPIPATION AGREEMENT (b) So long as this Participation Agreement is in full force and effect, LESSEE and not ILFC will be responsible for the liabilities and obligations set forth in section 3(a) above. (c) For avoidance of doubt, even while this Participation Agreement is in full force and effect, ILFC will remain responsible for compliance with Clauses 7.2 and 8.5 of the G.T.A. to the extent of (aa) injury to or death of any ILFC representative, (bb) loss or damage to property of any ILFC representative and (cc) liabilities, damages, losses, costs and expenses of Seller, Manufacturer AIRBUS and their its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of ILFC's ’s representatives. (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, ILFC shall once again be bound by Clauses 7.2 and 8.5 of the G.T.A.G.T.A. and Clauses 16.9 and 18.5 of the Support Agreement with respect to the Aircraft. (e) Other than with respect to the obligations expressly assumed by LESSEE under this Participation Agreement as set forth in section 3(a) above, ILFC shall remain fully bound by all provisions of the Purchase Agreement, the G.T.A. and the Support Agreement. (f) Nothing contained herein shall subject AVSA AIRBUS to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in sections 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said agreements. (g) LESSEE shall not be appointed as ILFC's ’s agent and shall not be permitted to act on behalf or in place of ILFC without the express written authorization of ILFC and nothing contained herein shall be construed as to give such authorization.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) LESSEE Lessee hereby agrees to be bound by and to comply with the following provisions of the G.T.A. and Support Agreement (copies of which are attached hereto) as if LESSEE had been named "Buyer" of the Aircraft under such agreements: (i) Clauses 7.2 and 8.5 of the G.T.A. Purchase Agreement, copies of which are attached in Appendix 3 hereto, to the extent of (aaA) injury to or death of any LESSEE Lessee representative, (bbB) loss or damage to property of any LESSEE Lessee representatives and (ccC) liabilities, damages, losses, costs and expenses of Seller, Manufacturer Airbus and their its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of LESSEE's Lessee’s representatives, as if Lessee had been named “Buyer” of the Aircraft under such agreement. (b) So long as this Participation Agreement is in full force and effect, LESSEE Lessee and not ILFC Buyer will be responsible for the liabilities and obligations set forth in section clause 3(a) above. (c) For the avoidance of doubt, even while this Participation Agreement is in full force and effect, ILFC Buyer, to the exclusion of Lessee, will remain responsible for compliance with Clauses 7.2 and 8.5 of the G.T.A. Purchase Agreement to the extent of (aai) injury to or death of any ILFC Buyer representative, (bbii) loss or damage to property of any ILFC Buyer representative and (cciii) liabilities, damages, losses, costs and expenses of Seller, Manufacturer Airbus and their its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of ILFC's Buyer’s representatives. (d) Except with respect to events occurring prior to termination of the Participation Agreement, upon termination of this Participation Agreement, ILFC Buyer shall once again be bound by Clauses 7.2 and 8.5 of the G.T.A.Purchase Agreement with respect to the Aircraft. (e) Other than with respect to the obligations assumed by LESSEE Lessee under this Participation Agreement as set forth in section clause 3(a) above, ILFC Buyer shall remain fully bound by all provisions of the Purchase Agreement, G.T.A. and Support Agreement. (f) Nothing contained herein shall subject AVSA Airbus to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in sections clauses 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said agreementsPurchase Agreement. (g) LESSEE Lessee shall not be appointed as ILFC's Buyer’s agent and shall not be permitted to act on behalf or in place of ILFC Buyer without the express written authorization authorisation of ILFC Buyer and nothing contained herein shall be construed as to give such authorizationauthorisation.

Conditions of Participation. This Participation Agreement is made subject to the following conditions: (a) LESSEE Subject to Clause 3(d), Lessee hereby agrees to be bound by and to comply with the following provisions Clause 19.1 (Indemnity Provisions) of the G.T.A. and Support Purchase Agreement (copies a copy of which are is attached in Appendix 2 hereto) as if LESSEE Lessee had been named "“Buyer" ” of the Aircraft under such agreements: (i) Clauses 7.2 agreement, and 8.5 of the G.T.A. to the extent of (aax) injury to or death of any LESSEE representativerepresentative of Lessee, (bby) loss or damage to property of any LESSEE representatives representative of Lessee and (ccz) liabilities, damages, losses, costs and expenses of Seller, Manufacturer Seller (as defined in the Purchase Agreement) and their its associated subcontractors, officers, agents and employees arising out of or caused by the willful misconduct or gross negligence of LESSEE's representativesany representative of Lessee. (b) So long as Lessor shall use commercially-reasonable efforts to procure that the Manufacturer execute the notice and acknowledgement in the form of Appendix 1 hereto (the “Notice INTREPID – A330-200F – Form of Participation Agreement 4 CONFIDENTIAL AND PROPRIETARY INFORMATION ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. and Acknowledgement”) which extends to Lessee the benefit of Clause 19.1 of the Purchase Agreement in respect of any damages, claims or liabilities arising during the term of this Participation Agreement is in full force and effect, LESSEE and not ILFC will be responsible for the liabilities and obligations set forth in section 3(a) aboveAgreement. (c) For avoidance Notwithstanding the provisions of doubtClause 3(a) above, even while this Participation Agreement is in full force and effect, ILFC Lessor will remain responsible for compliance with Clauses 7.2 and 8.5 Clause 19.1 of the G.T.A. Purchase Agreement to the extent of (aai) injury to or death of any ILFC representativerepresentative of Lessor, (bbii) loss or damage to the property of any ILFC representative of Lessor and (cciii) liabilities, claims, damages, lossescosts, costs losses and expenses of Seller, the Manufacturer and their associated subcontractors, officers, agents and employees or its representatives arising out of or caused by the gross negligence or willful misconduct of Lessor or gross negligence of ILFC's its representatives. (d) Except with respect to events occurring prior to the termination of the this Participation AgreementAgreement in respect of an Aircraft, upon termination of this Participation Agreement, ILFC : (i) Lessee shall once again be released from any liability and any further obligations whatsoever with respect to the Purchase Agreement as to Clause 19.1 thereof; and (ii) Lessor (and not Lessee) shall continue to be bound by Clauses 7.2 and 8.5 Clause 19.1 of the G.T.A.Purchase Agreement with respect to the Aircraft. (e) Other than with respect to the obligations assumed by LESSEE Lessee under Clause 3(a) of this Participation Agreement as set forth in section 3(a) aboveAgreement, ILFC Lessor shall remain fully bound by all provisions of the Purchase Agreement, G.T.A. and Support Agreement. (f) Nothing Except to the extent set forth in Clause 3(a) and 3(b) above, nothing contained herein shall subject AVSA the Manufacturer to any liability or additional obligations whatsoever to which it would not otherwise be subject under the Purchase Agreement, the G.T.A. and the Support Agreement or, except to the extent set forth in sections 3(a) and (b) above, modify in any respect whatsoever its contractual rights under the said agreementsPurchase Agreement. (g) LESSEE Notwithstanding anything to the contrary herein, Lessee shall indemnify, hold harmless, and defend Lessor from and against any and all claims, damages, liabilities, losses, lawsuits, and expenses (including reasonable attorneys’ fees) resulting or arising from the acts, omissions, negligence, or misconduct of Lessee in connection with this Participation Agreement. (h) Notwithstanding the Authorization, Lessee shall not be construed as having been appointed as ILFC's Lessor’s agent and shall not be permitted to act on behalf of or in place of ILFC Lessor without the express written authorization of ILFC Lessor and nothing contained herein shall be construed as to give such authorization.