Common use of Disclaimers and Waivers Clause in Contracts

Disclaimers and Waivers. (a) Except for the representations and warranties specifically set forth in Section 3.1 hereof, (i) the Interests are being conveyed by the Sellers to Buyer at the Closing without any representation or warranty, and all other representations and warranties of any kind, either express or implied, written or oral, are hereby expressly disclaimed, and (ii) the Sellers make no representation or warranty of any kind with respect to the Aircraft which is being conveyed as part of the assets of the Company at the Closing on an “AS IS, WHERE IS” basis, with all faults, limitations and defects, regardless of cause. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER OF THE SELLERS MAKES ANY, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS, WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY (i) AS TO THE CONDITION, OPERABILITY, AIRWORTHINESS, OR MARKET VALUE OF THE AIRCRAFT, (ii) AS TO THE MERCHANTABILITY, FITNESS OR DESIGN OF, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, THE AIRCRAFT, (iii) AS TO THE ABSENCE OF PATENT INFRINGEMENT OR THE LIKE WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, OR (iv) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. (c) NEITHER OF THE SELLERS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY TO BUYER OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT, OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY PART THEREOF (OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN), (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, OR (iii) THE SERVICING, MAINTENANCE, REPAIR, OR MODIFICATION OF THE AIRCRAFT. (d) EACH OF THE SELLERS AND BUYER AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, LOST PROFITS OR REVENUES, LOSS OF USE OR GOODWILL OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, RESULTANT, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY THE OTHER PARTY OF THIS AGREEMENT OR ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. (e) Each of the Sellers hereby waives, effective at the Closing, any and all Claims under or with respect to the Company’s Operating Agreement, including, without limitation, any Claims for breach thereof, or with respect to the operation or management of the Company.

Disclaimers and Waivers. (a) Except for the representations and warranties specifically set forth in Section 3.1 hereofTHE DISCLAIMERS, (i) the Interests are being conveyed by the Sellers to Buyer at the Closing without any representation or warrantyWAIVERS, and all other representations and warranties of any kindAND CONFIRMATIONS SET FORTH IN THIS ARTICLE 8 WILL APPLY AT ALL TIMES FROM AND AFTER THE DELIVERY DATE. THUS, either express or impliedFROM AND AFTER THE TIME OF LESSEE'S ACCEPTANCE OF THE AIRCRAFT AND EXECUTION AND DELIVERY OF THE ESTOPPEL AND ACCEPTANCE CERTIFICATE, written or oralAS BETWEEN LESSOR AND EACH OTHER RELEVANT PARTY, are hereby expressly disclaimedON THE ONE HAND, and (ii) the Sellers make no representation or warranty of any kind with respect to the Aircraft which is being conveyed as part of the assets of the Company at the Closing on an “AND LESSEE, ON THE OTHER HAND: 8.1 As Is, Where Is". LESSEE AGREES THAT IT IS LEASING THE AIRCRAFT AND THAT THE AIRCRAFT IS DELIVERED "AS IS, WHERE IS” basis". LESSEE UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT NEITHER LESSOR NOR ANY OTHER RELEVANT PARTY NOR ANY OF THEIR RESPECTIVE OFFICERS, with all faultsDIRECTORS, limitations and defectsEMPLOYEES, regardless of cause. AFFILIATES, AGENTS OR REPRESENTATIVES HAVE MADE OR WILL BE DEEMED TO HAVE MADE ANY TERM, CONDITION, REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED (bWHETHER STATUTORY OR OTHERWISE) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER OF THE SELLERS MAKES ANYAS TO, AND LESSEE HEREBY DISCLAIMS WAIVES ANY AND ALL, REPRESENTATIONS, WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED, WRITTEN IMPLIED WARRANTY OR ORAL, ARISING BY LAW COVENANT (WHETHER STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY (i) AS TO (a) THE CONDITIONCAPACITY, OPERABILITYAGE, AIRWORTHINESS, OR MARKET VALUE VALUE, QUALITY, DURABILITY, CONFORMITY TO THE PROVISIONS OF THIS LEASE AND THE OTHER OPERATIVE DOCUMENTS, DESCRIPTION, CONDITION (WHETHER OF THE AIRCRAFT, (ii) AS TO ANY ENGINE, ANY PART THEREOF OR THE AIRCRAFT DOCUMENTATION), DESIGN, WORKMANSHIP, MATERIALS, MANUFACTURE, CONSTRUCTION, OPERATION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE OR DESIGN OFPURPOSE (INCLUDING THE ABILITY TO OPERATE OR REGISTER THE AIRCRAFT OR USE THE AIRCRAFT DOCUMENTATION IN ANY OR ALL JURISDICTIONS), OR THE QUALITY SUITABILITY OF THE MATERIAL OR WORKMANSHIP IN, THE AIRCRAFT, (iii) AS TO THE ABSENCE OF PATENT INFRINGEMENT OR THE LIKE WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOFTHEREOF OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, (ivb) THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS, (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. TRADE OR (cd) NEITHER OF THE SELLERS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY TO BUYER OR ANY OTHER PERSONREPRESENTATION OR WARRANTY WHATSOEVER, WHETHER ARISING IN CONTRACT EXPRESS OR TORTIMPLIED, OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED WITH RESPECT TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY PART THEREOF (OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN)THEREOF, (ii) THE USEALL OF WHICH ARE HEREBY EXPRESSLY, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, OR (iii) THE SERVICING, MAINTENANCE, REPAIR, OR MODIFICATION OF THE AIRCRAFTUNCONDITIONALLY AND IRREVOCABLY EXCLUDED AND EXTINGUISHED. (d) EACH OF THE SELLERS AND BUYER AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, LOST PROFITS OR REVENUES, LOSS OF USE OR GOODWILL OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, RESULTANT, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY THE OTHER PARTY OF THIS AGREEMENT OR ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. (e) Each of the Sellers hereby waives, effective at the Closing, any and all Claims under or with respect to the Company’s Operating Agreement, including, without limitation, any Claims for breach thereof, or with respect to the operation or management of the Company.

Disclaimers and Waivers. (a) Except for the representations and warranties specifically set forth in Section 3.1 hereof, (i) the Interests are being conveyed by the Sellers to Buyer at the Closing without any representation or warranty, and all other representations and warranties of any kind, either express or implied, written or oral, are hereby expressly disclaimed, and (ii) the Sellers make no representation or warranty of any kind with respect to the Aircraft which is being conveyed as part of the assets of the Company at the Closing on an 17.1 THE AIRCRAFT IS DELIVERED “AS IS, WHERE IS” basisAND LESSEE AGREES AND ACKNOWLEDGES THAT AS BETWEEN LESSOR, with all faults, limitations and defects, regardless of cause. (b) WITHOUT LIMITING LESSEE AND THE GENERALITY OF THE FOREGOING, INDEMNITEES NEITHER OF THE SELLERS MAKES ANYLESSOR NOR ANY OTHER INDEMNITEE WILL HAVE ANY LIABILITY IN RELATION TO, AND HEREBY DISCLAIMS NEITHER LESSOR NOR ANY AND ALLOTHER INDEMNITEE HAS NOR WILL BE DEEMED TO HAVE MADE OR GIVEN, REPRESENTATIONS, ANY WARRANTIES OR GUARANTIESREPRESENTATIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY (i) AS TO THE CONDITION, OPERABILITY, AIRWORTHINESS, OR MARKET VALUE OF THE AIRCRAFT, (ii) AS TO THE MERCHANTABILITY, FITNESS OR DESIGN OF, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP INWITH RESPECT TO, THE AIRCRAFT, INCLUDING BUT NOT LIMITED TO: (iiia) AS TO THE ABSENCE DESCRIPTION, AIRWORTHINESS, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, VALUE, CONDITION, OR DESIGN, OF PATENT INFRINGEMENT OR THE LIKE WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOFPART; OR (b) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR (iv) REMEDY IN TORT, WHETHER OR NOT ARISING FROM COURSE OF PERFORMANCELESSOR’S OR ANY OTHER INDEMNITEE’S NEGLIGENCE, COURSE OF DEALING ACTUAL OR USAGE OF TRADE.IMPUTED; OR (c) NEITHER ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR ANY LIABILITY OF LESSEE TO ANY THIRD PARTY, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. 17.2 LESSEE HEREBY WAIVES, AS BETWEEN ITSELF AND EACH INDEMNITEE, ALL ITS RIGHTS IN RESPECT OF ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ON THE PART OF ANY INDEMNITEE AND ALL CLAIMS AGAINST EACH INDEMNITEE HOWSOEVER AND WHENEVER ARISING AT ANY TIME IN RESPECT OF OR OUT OF THE SELLERS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY TO BUYER OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT, OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY PART THEREOF (OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN), (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, OR (iii) THE SERVICING, MAINTENANCE, REPAIR, OR MODIFICATION AIRCRAFT. 17.3 LESSEE CONFIRMS THAT IT IS FULLY AWARE OF THE AIRCRAFTPROVISIONS OF THIS CLAUSE AND THE OTHER TERMS OF THIS AGREEMENT AND ACKNOWLEDGES THAT THE TERMS OF THIS AGREEMENT HAVE BEEN AGREED AND THE RENT AND OTHER AMOUNTS HAVE BEEN CALCULATED NOTWITHSTANDING ITS PROVISIONS. 18.1 Lessor and Lessee agree that the Transaction Documents and information supplied pursuant to the Transaction Documents are to be kept confidential, subject to the exceptions, set forth in this Clause 18. Neither party will disclose or permit its officers, agents or advisers to disclose any information from or in connection with the Transaction Documents without the consent of the other or to use any such information for any purpose other than for the purpose of the transactions contemplated by the Transaction Documents, except: (a) for disclosures of the terms of the Transaction Documents and any information provided under this Agreement made by Lessor to any actual or potential assignee or transferee permitted by Appendix 10 or to any actual or potential Lender or Security Trustee or to their respective professional advisers, provided that (i) Lessor has obtained a confidentiality undertaking in respect of such information from each such person or (ii) such person is subject to a recognised duty of confidentiality; (b) for disclosures made by either party to its professional advisers, shareholders and any rating agency or as may be required by law or legal process or by the administrative or regulatory requirements of any recognised stock exchange on which such party’s or its shareholders’ shares are listed; (c) for disclosures made by or on behalf of either party or any Indemnitee to any governmental or other official body in connection with the registration of any Transaction Document, the Mortgage or the Assignment or otherwise reasonably advisable in order to establish, maintain, protect and enforce the rights and remedies of either party hereto or any Indemnitee under the Transaction Documents, the Mortgage or the Assignment; (d) EACH OF THE SELLERS AND BUYER AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVERLessee may deliver a copy of this Agreement to International Finance Corporation (“IFC”) pursuant to and in accordance with the facility agreement between Lessee and the Guarantor and IFC and IFC may disclose this Agreement to its legal advisers and other professional advisers provided such persons are under a recognised duty of confidentiality or have executed a confidentiality undertaking or to a rating agency or to any potential assignee or transferee of IFC, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, LOST PROFITS OR REVENUES, LOSS OF USE OR GOODWILL OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, RESULTANT, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY THE OTHER PARTY OF THIS AGREEMENT OR ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. (e) Each of the Sellers hereby waives, effective at the Closing, any and all Claims under or with respect subject to the Company’s Operating Agreementreceipt by Lessee of a confidentiality undertaking from each such assignee or transferee, includingprovided that notwithstanding the foregoing provisions of this Clause 18, without limitation, any Claims for breach thereof, Lessor may only disclose the Agreed Maintenance Programme to third parties who are either bound by a duty of confidentiality or with respect to the operation or management of the Companyhave executed a confidentiality undertaking.

Disclaimers and Waivers. (a) Except for the representations and warranties specifically set forth in Section 3.1 hereofEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (i) the Interests are being conveyed by the Sellers to Buyer at the Closing without any representation or warrantyIT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, and all other representations and warranties of any kindEXPRESSED OR IMPLIED, either express or impliedWITH RESPECT TO THE PROPERTY, written or oralINCLUDING, are hereby expressly disclaimedBUT NOT LIMITED TO, and (ii) the Sellers make no representation or warranty of any kind with respect to the Aircraft which is being conveyed as part of the assets of the Company at the Closing on an ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS,” basisEXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, with all faultsPURCHASER HAS NOT RELIED AND WILL NOT RELY ON, limitations and defectsAND SELLER IS NOT LIABLE FOR OR BOUND BY, regardless of cause. ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE INTERESTS OR THE PROPERTIES OR RELATING THERETO (bINCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTIES AND THE INTERESTS) WITHOUT LIMITING THE GENERALITY MADE OR FURNISHED BY SELLER OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE FOREGOINGPROPERTY, NEITHER INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE SELLERS MAKES ANYPROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND HEREBY DISCLAIMS WILL RELY SOLELY UPON SAME AND NOT UPON ANY AND ALLINFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR GUARANTIESCHARACTER, EXPRESS KNOWN OR IMPLIEDUNKNOWN, WRITTEN WHICH PURCHASER MIGHT HAVE ASSERTED OR ORALALLEGED AGAINST SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING BY LAW OUT OF ANY LATENT OR OTHERWISEPATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION ENVIRONMENTAL LAWS AND THE ADA) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR WARRANTY (i) AS MATTERS REGARDING THE PROPERTIES, EXCEPT TO THE CONDITIONEXTENT EXPRESSLY PROVIDED FOR ELSEWHERE HEREIN INCLUDING, OPERABILITYWITHOUT LIMITATION, AIRWORTHINESS, OR MARKET VALUE OF THE AIRCRAFT, (ii) AS TO THE MERCHANTABILITY, FITNESS OR DESIGN OF, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, THE AIRCRAFT, (iii) AS TO THE ABSENCE OF PATENT INFRINGEMENT OR THE LIKE WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, OR (iv) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADEEXTENT PROVIDED IN SECTION 5.5 HEREOF. (c) NEITHER OF THE SELLERS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY TO BUYER OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT, OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY PART THEREOF (OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN), (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, OR (iii) THE SERVICING, MAINTENANCE, REPAIR, OR MODIFICATION OF THE AIRCRAFT. (d) EACH OF THE SELLERS AND BUYER AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, LOST PROFITS OR REVENUES, LOSS OF USE OR GOODWILL OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, RESULTANT, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY THE OTHER PARTY OF THIS AGREEMENT OR ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. (e) Each of the Sellers hereby waives, effective at the Closing, any and all Claims under or with respect to the Company’s Operating Agreement, including, without limitation, any Claims for breach thereof, or with respect to the operation or management of the Company.

Disclaimers and Waivers. (a) Except for the representations and warranties specifically set forth in Section 3.1 hereofSELLER AND BUYER ACKNOWLEDGE THAT THIS AGREEMENT PROVIDES CERTAIN EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER FOR THE BENEFIT OF BUYER. EXCEPT FOR THE SPECIAL WARRANTY OF TITLE, AND FOR SUCH EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS, WITH RESPECT TO THE OIL AND GAS INTERESTS AND THE TRANSACTIONS CONTEMPLATED HEREBY, (i) the Interests are being conveyed by the Sellers to Buyer at the Closing without any representation or warrantySELLER MAKES NO, and all other representations and warranties of any kindAND BUYER HAS NOT RELIED UPON ANY, either express or impliedREPRESENTATIONS OR WARRANTIES, written or oralEXPRESS, are hereby expressly disclaimedSTATUTORY OR IMPLIED, and NOT EVEN AS TO A RETURN OF THE PURCHASE PRICE, AND (ii) the Sellers make no representation or warranty of any kind with respect to the Aircraft which is being conveyed as part of the assets of the Company at the Closing on an “AS IS, WHERE IS” basis, with all faults, limitations and defects, regardless of cause. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER OF THE SELLERS MAKES ANYBUYER HAS NOT RELIED UPON, AND HEREBY SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BUYER OR ANY OF ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EQUITY OWNERS, CONSULTANTS, REPRESENTATIVES OR ADVISORS (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY EMPLOYEE, AGENT, OFFICER, DIRECTOR, MEMBER, MANAGER, EQUITY OWNER, CONSULTANT, REPRESENTATIVE OR ADVISOR OF SELLER OR ANY OF ITS AFFILIATES). SELLER FURTHER DISCLAIMS, AND ALLBUYER ACKNOWLEDGES IT HAS NOT RELIED UPON, REPRESENTATIONSANY REPRESENTATION OR WARRANTY, WARRANTIES OR GUARANTIESSTATUTORY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY (i) AS TO THE CONDITION, OPERABILITY, AIRWORTHINESS, OR MARKET VALUE OF THE AIRCRAFT, (ii) AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR DESIGN OFCONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT BUYER SHALL BE DEEMED TO BE OBTAINING THE OIL AND GAS INTERESTS, INCLUDING THE EQUIPMENT AND OTHER TANGIBLE PERSONAL PROPERTY TRANSFERRED HEREUNDER, IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS, AND THAT BUYER HAS MADE OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP INCAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE, THE AIRCRAFT, (iii) AS SUBJECT ONLY TO THE ABSENCE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS OF PATENT INFRINGEMENT OR THE LIKE WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, OR (iv) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADESELLER IN THIS AGREEMENT. (c) NEITHER OF THE SELLERS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY TO BUYER OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT, OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY PART THEREOF (OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN), (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, OR (iii) THE SERVICING, MAINTENANCE, REPAIR, OR MODIFICATION OF THE AIRCRAFT. (d) EACH OF THE SELLERS AND BUYER AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, LOST PROFITS OR REVENUES, LOSS OF USE OR GOODWILL OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, RESULTANT, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY THE OTHER PARTY OF THIS AGREEMENT OR ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. (e) Each of the Sellers hereby waives, effective at the Closing, any and all Claims under or with respect to the Company’s Operating Agreement, including, without limitation, any Claims for breach thereof, or with respect to the operation or management of the Company.

Disclaimers and Waivers. (a) Except for the representations and warranties specifically set forth in Section 3.1 hereof, (i) the Interests are being conveyed by the Sellers to Buyer at the Closing without any representation or warranty, and all other representations and warranties of any kind, either express or implied, written or oral, are hereby expressly disclaimed, and (ii) the Sellers make no representation or warranty of any kind with respect to the Aircraft which is being conveyed as part of the assets of the Company at the Closing on an 17.1 THE AIRCRAFT IS DELIVERED “AS IS, WHERE IS” basisAND LESSEE AGREES AND ACKNOWLEDGES THAT AS BETWEEN LESSOR, with all faults, limitations and defects, regardless of cause. (b) WITHOUT LIMITING LESSEE AND THE GENERALITY OF THE FOREGOING, INDEMNITEES NEITHER OF THE SELLERS MAKES ANYLESSOR NOR ANY OTHER INDEMNITEE WILL HAVE ANY LIABILITY IN RELATION TO, AND HEREBY DISCLAIMS NEITHER LESSOR NOR ANY AND ALLOTHER INDEMNITEE HAS NOR WILL BE DEEMED TO HAVE MADE OR GIVEN, REPRESENTATIONS, ANY WARRANTIES OR GUARANTIESREPRESENTATIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY (i) AS TO THE CONDITION, OPERABILITY, AIRWORTHINESS, OR MARKET VALUE OF THE AIRCRAFT, (ii) AS TO THE MERCHANTABILITY, FITNESS OR DESIGN OF, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP INWITH RESPECT TO, THE AIRCRAFT, INCLUDING BUT NOT LIMITED TO: (iiia) AS TO THE ABSENCE DESCRIPTION, AIRWORTHINESS, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, VALUE, CONDITION, OR DESIGN, OF PATENT INFRINGEMENT OR THE LIKE WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOFPART; OR (b) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR (iv) REMEDY IN TORT, WHETHER OR NOT ARISING FROM COURSE OF PERFORMANCELESSOR’S OR ANY OTHER INDEMNITEE’S NEGLIGENCE, COURSE OF DEALING ACTUAL OR USAGE OF TRADE.IMPUTED; OR (c) NEITHER ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR ANY LIABILITY OF LESSEE TO ANY THIRD PARTY, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. 17.2 LESSEE HEREBY WAIVES, AS BETWEEN ITSELF AND EACH INDEMNITEE, ALL ITS RIGHTS IN RESPECT OF ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ON THE PART OF ANY INDEMNITEE AND ALL CLAIMS AGAINST EACH INDEMNITEE HOWSOEVER AND WHENEVER ARISING AT ANY TIME IN RESPECT OF OR OUT OF THE SELLERS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY TO BUYER OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT, OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY PART THEREOF (OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN), (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, OR (iii) THE SERVICING, MAINTENANCE, REPAIR, OR MODIFICATION OF THE AIRCRAFT. (d) EACH 17.3 LESSEE CONFIRMS THAT IT IS FULLY AWARE OF THE SELLERS PROVISIONS OF THIS CLAUSE AND BUYER AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, LOST PROFITS OR REVENUES, LOSS OF USE OR GOODWILL OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, RESULTANT, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY THE OTHER PARTY TERMS OF THIS AGREEMENT OR ANY OTHER MATTER RELATING TO AND ACKNOWLEDGES THAT THE TERMS OF THIS AGREEMENT OR HAVE BEEN AGREED AND THE TRANSACTION CONTEMPLATED HEREBYRENT AND OTHER AMOUNTS HAVE BEEN CALCULATED NOTWITHSTANDING ITS PROVISIONS. (e) Each of the Sellers hereby waives, effective at the Closing, any and all Claims under or with respect to the Company’s Operating Agreement, including, without limitation, any Claims for breach thereof, or with respect to the operation or management of the Company.

Disclaimers and Waivers. LESSOR AND LESSEE AGREE THAT THE DISCLAIMERS, WAIVERS AND CONFIRMATIONS SET FORTH IN SECTIONS 16.1 THROUGH 16.4 BELOW SHALL APPLY AT ALL TIMES DURING THE TERM. LESSEE'S ACCEPTANCE OF THE AIRCRAFT IN ACCORDANCE WITH SECTION 4.3 SHALL BE CONCLUSIVE EVIDENCE THAT LESSEE HAS FULLY INSPECTED THE AIRCRAFT, THE ENGINES AND EVERY PART THEREOF AND THAT THE AIRCRAFT, THE ENGINES, THE PARTS AND THE AIRCRAFT DOCUMENTS AND RECORDS ARE TECHNICALLY ACCEPTABLE TO LESSEE AND SATISFY THE DELIVERY CONDITION REQUIREMENTS AND ARE IN SUITABLE CONDITION FOR DELIVERY TO AND ACCEPTANCE BY LESSEE. 16.1 EXCLUSION THE AIRCRAFT IS LEASED AND DELIVERED UNDER THE LEASE "AS-IS, WHERE- IS," AND LESSEE AGREES AND ACKNOWLEDGES THAT: (a) Except for the representations and warranties specifically set forth in Section 3.1 hereof, (i) the Interests are being conveyed by the Sellers to Buyer at the Closing without any representation or warranty, and all other representations and warranties of any kind, either express or implied, written or oral, are hereby expressly disclaimed, and (ii) the Sellers make no representation or warranty of any kind with respect to the Aircraft which is being conveyed as part of the assets of the Company at the Closing on an “AS IS, WHERE IS” basis, with all faults, limitations and defects, regardless of cause. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER OF THE SELLERS MAKES ANYLESSOR WILL HAVE NO LIABILITY IN RELATION TO, AND HEREBY DISCLAIMS LESSOR HAS NOT AND WILL NOT BE DEEMED TO HAVE ACCEPTED, MADE OR GIVEN (WHETHER BY VIRTUE OF HAVING DONE OR FAILED TO DO ANY AND ALLACT, REPRESENTATIONSOR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THE LEASE OR OTHERWISE), ANY GUARANTEES, COVENANTS, WARRANTIES OR GUARANTIESREPRESENTATIONS, EXPRESS OR IMPLIED, WRITTEN WITH RESPECT TO, THE AIRCRAFT OR ORALANY ENGINE OR PART OR ANY SERVICES PROVIDED BY LESSOR UNDER THE LEASE, ARISING BY LAW OR OTHERWISEINCLUDING THE TITLE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY (i) AS TO THE CONDITION, OPERABILITYDESCRIPTION, AIRWORTHINESS, COMPLIANCE WITH SPECIFICATIONS, OPERATION, MERCHANTABILITY, QUALITY, FREEDOM FROM INFRINGEMENT OF PATENT, COPYRIGHT, TRADEMARK OR MARKET VALUE OF THE AIRCRAFTOTHER PROPRIETARY RIGHTS, (ii) FITNESS FOR ANY PARTICULAR USE OR PURPOSE, VALUE, DURABILITY, DATE PROCESSING, CONDITION, OR DESIGN, OR AS TO THE MERCHANTABILITY, FITNESS OR DESIGN OF, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP INWORKMANSHIP, THE AIRCRAFT, (iii) AS TO THE ABSENCE OF PATENT INFRINGEMENT LATENT OR THE LIKE WITH RESPECT TO THE AIRCRAFT OTHER DEFECTS, WHETHER OR ANY PART THEREOFNOT DISCOVERABLE, OR AS TO ANY OTHER MATTER WHATSOEVER, EXPRESS OR IMPLIED (iv) INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE, COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE.) WITH RESPECT TO THE AIRCRAFT, ANY ENGINE OR ANY PART OR ANY SERVICES PROVIDED BY LESSOR UNDER THE LEASE; AND (cb) NEITHER OF THE SELLERS LESSOR SHALL NOT HAVE ANY RESPONSIBILITY OBLIGATION OR LIABILITY WHATSOEVER TO BUYER OR ANY OTHER PERSON, LESSEE (WHETHER ARISING IN CONTRACT OR IN TORT, OUT OF ANY NEGLIGENCE AND WHETHER ARISING BY REFERENCE TO NEGLIGENCE, MISREPRESENTATION OR STRICT LIABILITY OF LESSOR OR OTHERWISE FOR OTHERWISE) FOR: (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY PART THEREOF (ENGINE OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREINTHEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION THEREWITH (EXCEPT FOR DIRECT DAMAGES DUE TO LESSOR'S BREACH AS AND TO THE EXTENT EXPRESSLY PROVIDED IN SECTION 4.4 OR 7.1 HEREOF), ; (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, OR ; (iii) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR ANY OTHER DIRECT (EXCEPT FOR DIRECT DAMAGES DUE TO LESSOR'S BREACH AS AND TO THE EXTENT EXPRESSLY PROVIDED IN SECTION 4.4 OR 7.1 HEREOF AND SUBJECT TO SECTION 16.3 BELOW), INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE; OR (iv) THE DELIVERY, OPERATION, SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR MODIFICATION REPLACEMENT OF THE AIRCRAFT. (d) EACH OF THE SELLERS AND BUYER AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, LOST PROFITS OR REVENUES, LOSS OF USE OR GOODWILL OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, RESULTANT, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY THE OTHER PARTY OF THIS AGREEMENT ENGINE OR ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBYPART. (e) Each of the Sellers hereby waives, effective at the Closing, any and all Claims under or with respect to the Company’s Operating Agreement, including, without limitation, any Claims for breach thereof, or with respect to the operation or management of the Company.

Disclaimers and Waivers. (a) Except for the representations and warranties specifically set forth in Section 3.1 hereofEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (i) the Interests are being conveyed by the Sellers to Buyer at the Closing without any representation or warrantyIT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, and all other representations and warranties of any kindEXPRESSED OR IMPLIED, either express or impliedWITH RESPECT TO THE PROPERTY, written or oralINCLUDING, are hereby expressly disclaimedBUT NOT LIMITED TO, and (ii) the Sellers make no representation or warranty of any kind with respect to the Aircraft which is being conveyed as part of the assets of the Company at the Closing on an ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS,” basisEXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, with all faultsPURCHASER HAS NOT RELIED AND WILL NOT RELY ON, limitations and defectsAND SELLER IS NOT LIABLE FOR OR BOUND BY, regardless of cause. ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE SHARES OR THE PROPERTIES OR RELATING THERETO (bINCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY AND THE SHARES) WITHOUT LIMITING THE GENERALITY MADE OR FURNISHED BY SELLER OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE FOREGOINGPROPERTY, NEITHER INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE SELLERS MAKES ANYPROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND HEREBY DISCLAIMS WILL RELY SOLELY UPON SAME AND NOT UPON ANY AND ALLINFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR GUARANTIESCHARACTER, EXPRESS KNOWN OR IMPLIEDUNKNOWN, WRITTEN WHICH PURCHASER MIGHT HAVE ASSERTED OR ORALALLEGED AGAINST SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING BY LAW OUT OF ANY LATENT OR OTHERWISEPATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION ENVIRONMENTAL LAWS AND THE ADA) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR WARRANTY (i) AS MATTERS REGARDING THE PROPERTIES, EXCEPT TO THE CONDITIONEXTENT EXPRESSLY PROVIDED FOR ELSEWHERE HEREIN INCLUDING, OPERABILITYWITHOUT LIMITATION, AIRWORTHINESS, OR MARKET VALUE OF THE AIRCRAFT, (ii) AS TO THE MERCHANTABILITY, FITNESS OR DESIGN OF, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, THE AIRCRAFT, (iii) AS TO THE ABSENCE OF PATENT INFRINGEMENT OR THE LIKE WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, OR (iv) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADEEXTENT PROVIDED IN SECTION 5.5 HEREOF. (c) NEITHER OF THE SELLERS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY TO BUYER OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT, OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR ANY PART THEREOF (OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN), (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, OR (iii) THE SERVICING, MAINTENANCE, REPAIR, OR MODIFICATION OF THE AIRCRAFT. (d) EACH OF THE SELLERS AND BUYER AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER, AND HEREBY DISCLAIMS AND WAIVES ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVER, LOST PROFITS OR REVENUES, LOSS OF USE OR GOODWILL OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, RESULTANT, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT OF ANY BREACH OR ALLEGED BREACH BY THE OTHER PARTY OF THIS AGREEMENT OR ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. (e) Each of the Sellers hereby waives, effective at the Closing, any and all Claims under or with respect to the Company’s Operating Agreement, including, without limitation, any Claims for breach thereof, or with respect to the operation or management of the Company.

Disclaimers and Waivers. Section 9.1 AS IS SALE: DISCLAIMERS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (a) Except for the representations and warranties specifically set forth in Section 3.1 hereofSELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (ib) the Interests are being conveyed by the Sellers to Buyer at the Closing without any representation or warranty, and all other representations and warranties of any kind, either express or implied, written or oral, are hereby expressly disclaimed, and (ii) the Sellers make no representation or warranty of any kind with respect to the Aircraft which is being conveyed as part of the assets of the Company at the Closing on an UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS” basis, with all faults, limitations and defects, regardless of cause. (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER OF THE SELLERS MAKES ANYWITH ALL FAULTS”. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND HEREBY DISCLAIMS SELLER IS NOT LIABLE FOR OR BOUND BY, ANY AND ALLEXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, WARRANTIES OR GUARANTIES, EXPRESS STATEMENTS, REPRESENTATIONS OR IMPLIED, WRITTEN INFORMATION PERTAINING TO THE PROPERTY OR ORAL, ARISING BY LAW OR OTHERWISE, INCLUDINGRELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY (i) AS TO THE CONDITION, OPERABILITY, AIRWORTHINESS, OR MARKET VALUE OF THE AIRCRAFT, (ii) AS TO THE MERCHANTABILITY, FITNESS OR DESIGN OF, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, THE AIRCRAFT, (iii) AS TO THE ABSENCE OF PATENT INFRINGEMENT OR THE LIKE OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE AIRCRAFT PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY, OR ANY PART THEREOFREAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR (iv) ARISING GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO BUYER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO BUYER AS A CONVENIENCE ONLY AND ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR INFORMATION BY BUYER SHALL BE AT THE SOLE RISK OF BUYER, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN. NEITHER SELLER, NOR ANY, AFFILIATE OF SELLER, NOR THE PERSON OR ENTITY WHICH PREPARED ANY REPORT OR REPORTS DELIVERED BY SELLER TO BUYER SHALL HAVE ANY LIABILITY TO BUYER FOR ANY INACCURACY IN OR OMISSION FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADEANY SUCH REPORTS. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS IS.” (c) NEITHER BUYER REPRESENTS AND COVENANTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE SELLERS SHALL HAVE ANY RESPONSIBILITY PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY OR LIABILITY DESIRABLE TO BUYER SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT NONEXISTENCE OR TORT, OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OR OTHERWISE FOR (i) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED CURATIVE ACTION TO BE CAUSED DIRECTLY TAKEN WITH RESPECT TO ANY HAZARDOUS OR INDIRECTLY TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY THE AIRCRAFT OR ANY PART THEREOF (ON BEHALF OF SELLER OR BY ANY INADEQUACY THEREOF ITS AGENTS OR DEFICIENCY OR DEFECT THEREIN), (ii) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING EMPLOYEES WITH RESPECT THERETO, OR (iii) THE SERVICING, MAINTENANCE, REPAIR, OR MODIFICATION OF THE AIRCRAFT. (d) EACH OF UPON CLOSING, BUYER SHALL ASSUME THE SELLERS RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND BUYER AGREES THAT IT SHALL ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT BE ENTITLED TO RECOVERHAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS, AND HEREBY DISCLAIMS BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND WAIVES RELEASED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY RIGHT THAT IT MAY OTHERWISE HAVE TO RECOVERAND ALL CLAIMS, LOST PROFITS OR REVENUESDEMANDS, LOSS CAUSES OF USE OR GOODWILL OR SPECIALACTION (INCLUDING CAUSES OF ACTION IN TORT), CONSEQUENTIALLOSSES, INCIDENTALDAMAGES, RESULTANTLIABILITIES, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY BREACH AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED BREACH AGAINST SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE OTHER PARTY OF THIS AGREEMENT OR ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBYPROPERTY. (e) Each Section 9.2 Survival of the Sellers hereby waives, effective at the Closing, Disclaimers The provisions of this Article IX shall survive Closing or any and all Claims under or with respect to the Company’s Operating termination of this Agreement, including, without limitation, any Claims for breach thereof, or with respect to the operation or management of the Company.