CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED AIRBUS A320 FAMILY PURCHASE AGREEMENT Dated as of March 18,...

Exhibit 10.1

*** CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
 COMMISSION PURSUANT TO RULE 24B-2 OF THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

AIRBUS A320 FAMILY PURCHASE AGREEMENT

Dated as of March 18, 2013

between

Airbus S.A.S.

and

Hawaiian Airlines, Inc.

20130318_CT1242023_PA_A321neo_HAL

*** Confidential Treatment Requested

C O N T E N T S

This A320 Family Purchase Agreement is entered into as of March 18, 2013

BETWEEN

Airbus S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at ▇ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇▇ and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814

(hereinafter referred to as the “Seller”);

and

Hawaiian Airlines, Inc., a corporation, organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America

(hereinafter referred to as the “Buyer”);

WHEREAS, subject to the terms and conditions of this Agreement, the Seller desires to sell the Aircraft (as hereinafter defined) to the Buyer and the Buyer desires to purchase the Aircraft from the Seller.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

0 -        DEFINITIONS

For all purposes of this Agreement (defined below), except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings:

A321 NEO Aircraft – any or all of the sixteen (16) firm A321-200 aircraft with the New Engine Option installed, for which the delivery schedule is set forth in Clause 9.1.1, as amended from time to time, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, including the Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

A321 Standard Specification – the A321 standard specification document reference […***…], published by the Seller, a copy of which is annexed as Exhibit A1.

AACS – Airbus Americas Customer Services, Inc., a corporation organized and existing under the laws of Delaware, having its office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or any successor thereto.

AET – Airbus Equivalent Thrust.

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.

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

Airbus BFE Catalog – The Seller’s catalog of approved BFE Suppliers and approved BFE products that can be selected for installation onto the Aircraft, as amended, modified or updated from time to time.

AirbusWorld – Airbus’ online customer services portal.

Aircraft – any or all of A321 NEO Aircraft, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement.

Aircraft Training Services – all on-aircraft training courses and training support provided to the Buyer pursuant to this Agreement, including flight training, line training, flight assistance, line assistance, and maintenance support.

Airframe – the Aircraft, including nacelles and thrust reversers, but excluding Propulsion Systems therefor.

AOG and Repair Guide – the AOG and repair guide published by the Seller and revised from time to time.

ATA Specification – recommended specifications developed by the Airlines for America (formerly known as Air Transport Association of America) reflecting consensus in the commercial aviation industry on accepted means of communicating information, conducting business, performing operations and adhering to accepted practices.

Aviation Authority – when used with respect to any jurisdiction, the government entity that, under the laws of such jurisdiction, has control over civil aviation or the registration, airworthiness or operation of civil aircraft in such jurisdiction.

Aviation Authority Directive – a directive, issued by an Aviation Authority, having legal force.

Balance of the Final Contract Price – the amount payable by the Buyer to the Seller on the Delivery Date for an Aircraft after deducting from the Final Contract Price for such Aircraft the amount of all Predelivery Payments received by the Seller from the Buyer in respect of such Aircraft on or before the Delivery Date for such Aircraft and not applied, pursuant to Clause 5.6, to any other amount owed by the Buyer to the Seller.

Base Price – the base price for any Aircraft, Airframe, NEO, Sharklets, Master Charge Engine, SCNs, or Propulsion Systems, as more completely described in Clause 3.1.

BFE Data – as defined in Clause 14.3.2.1.

BFE Definition – as defined in Clause 18.1.2.

BFE Supplier – an approved supplier of BFE, listed in the Airbus BFE Catalog.

▇▇▇▇ of Sale – as defined in Clause 9.2.2.

Business 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 Toulouse, France or Honolulu, Hawaii, United States.

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

Cape Town Treaty – collectively the Convention and the Protocol, together with the Regulations and Procedures for the International Registry, and all other rules, amendments, supplements, and revisions thereto.

CDF Date – as defined in Clause 2.4.2.

Certificate – as defined in Clause 16.3.3.

Certificate of Acceptance – as defined in Clause 8.3.

CFM Price Revision Formula – the price revision formula set forth in Part 1 of Exhibit G2.

CFM Propulsion Systems – as defined in Clause 2.3.

Change in Law – as defined in Clause 7.3.1.

COC Data – as defined in Clause 14.8.

Commitment Fee – each of the commitment fee amounts described in Clause 5.2.

Convention – the Convention on International Interests in Mobile Equipment signed in Cape Town, South Africa on November 16, 2001, as ratified by the United States.

COC Data – as defined in Clause 14.8.

Confidential Information – as defined in Clause 22.11.

Contractual Definition Freeze or CDF – as defined in Clause 2.4.2.

CS Catalog – as defined in Clause 14.5.

Customization Milestones Chart – as defined in Clause 2.4.1.

Declaration of Design and Performance or DDP – the documentation provided by an equipment manufacturer guaranteeing that the corresponding equipment meets the requirements of the Specification, the interface documentation as well as all the relevant certification requirements.

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

Delivery Date – the date on which Delivery occurs.

Delivery Location – the facilities of the Seller at the location of final assembly of the Aircraft.

Delivery Schedule – as defined in Clause 9.1.1.

Development Changes – as defined in Clause 2.2.2.

DGAC – the Direction Générale de l’Aviation Civile of France, or any successor thereto.

EASA – European Aviation Safety Agency, or any successor thereto.

End-User License Agreement for Airbus Software – as defined in Clause 14.9.4.

Excusable Delay – as defined in Clause 10.1.

Export Certificate of Airworthiness – an export certificate of airworthiness issued by the Aviation Authority of the Delivery Location.

FAA – the U.S. Federal Aviation Administration, or any successor thereto.

Federal Aviation Regulations – regulations issued by the FAA from time to time.

Final Contract Price – as defined in Clause 3.2.

First Quarter or 1st Quarter or 1Q – January, February and March of any given calendar year.

Fourth Quarter or 4th Quarter or 4Q – October, November and December of any given calendar year.

Goods and Services – any goods, excluding Aircraft, and services that may be purchased by the Buyer from the Seller or its designee.

GTC – as defined in Clause 14.10.3.

Holdings – Hawaiian Holdings, Inc., a Delaware corporation.

Indemnitee – as defined in Clause 19.3.

Indemnitor – as defined in Clause 19.3.

Inexcusable Delay – as defined in Clause 11.1.

In-house Warranty Labor Rate – as defined in Clause 12.1.7.5(b).

In-House Warranty Repair – as defined in Clause 12.1.7.1.

Interface Problem – as defined in Clause 12.4.1.

International Registry – as defined in the Cape Town Treaty.

LIBOR – the London Interbank Offered Rate for each stated interest period, determined on the basis of the offered rates for six-month deposits in US dollars, appearing 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 Business Day on which banking institutions are authorized to close in London) 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 shall be the arithmetic mean of such offered rates rounded to the nearest one hundred thousandth of a basis point. If only one (1) offered rate appears, the rate for that interest period shall be “LIBOR” as quoted by the bank listed on the Reuters Screen LIBO Page.

Losses – as defined in Clause 19.1.

Manufacturer Specification Change Notice or MSCN – as defined in Clause 2.2.3

MLW – maximum landing weight.

MTOW – maximum take-off weight.

MWE – manufacturer’s weight empty.

MZFW – maximum zero fuel weight.

New Engine Option or NEO – as defined in Clause 2.1.1

Options Catalogue – as defined in Clause 2.4.1.

Other Indebtedness – as defined in Clause 21.5(d).

PEP – as defined in Clause 14.13.1.

Predelivery Payment or PDP – any of the payments determined in accordance with Clause 5.3.

Predelivery Payment Reference Price – as defined in Clause 5.3.2.

Propulsion Systems – either or both of the CFM Propulsion Systems and/or the PW Propulsion Systems, as applicable, provided that once the Buyer has selected either the CFM Propulsion Systems or the PW Propulsion Systems for installation on the Airframe in accordance with the terms hereof, then the term Propulsion Systems shall be deemed to refer to the Propulsion Systems selected by the Buyer.

Propulsion System Manufacturer – either or both of CFM International, Inc. ("CFM") and/or ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ("PW"), as applicable, provided that once the Buyer has

selected either the CFM Propulsion Systems or the PW Propulsion Systems for installation on the Airframe in accordance with the terms hereof, then the term Propulsion System Manufacturer shall be deemed to refer to the manufacturer of the Propulsion Systems selected by the Buyer.

Propulsion System Price Revision Formula – either or both of the CFM Price Revision Formula and/or the PW Price Revision Formula, as applicable, provided that once the Buyer has selected either the CFM Propulsion Systems or the PW Propulsion Systems for installation on the Airframe in accordance with the terms hereof, then the term Propulsion System Price Revision Formula shall be deemed to refer to the Propulsion System Price Revision Formula for the Propulsion Systems selected by the Buyer.

Protocol – the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment signed in Cape Town, South Africa on November 16, 2001, as ratified by the United States.

PW Price Revision Formula – the propulsion systems price revision formula set forth in Part 2 of Exhibit G2.

PW Propulsion Systems – as defined in Clause 2.3.

Quarter – the First Quarter, Second Quarter, Third Quarter or Fourth Quarter, as applicable.

[…***…]

Reference Price – as set forth in Clause 3.1.2.

Regulations and Procedures for the International Registry – the Regulations and Procedures for the International Registry issued, from time to time, pursuant to Article 17(2)(d) of the Convention and Article XVIII of the Protocol.

Reuters Screen LIBOR Page – the display designated as page “LIBO” on the Reuters Monitor Money Rates Service (or any successor to such page or service).

Revision Service Period – as defined in Clause 14.5.

Scheduled Delivery Month or SDM – as defined in Clause 9.1.1.

Scheduled Delivery Quarter or SDQ – as defined in Clause 9.1.1.

SEC – as defined in Clause 21.5(a).

Second Quarter or 2nd Quarter or 2Q – April, May and June of any given calendar year.

Seller Price Revision Formula – the price revision formula set forth in Exhibit G1.

Seller’s Representatives – as defined in Clause 15.

Seller’s Service Bulletin – a Service Bulletin issued by the Seller.

Seller’s Training Center – as defined in Clause 16.2.1.

Service Bulletin – as defined in the Federal Aviation Regulations.

Service Life Policy – as defined in Clause 12.2.

SFE – means Seller furnished equipment.

Sharklets – a new large wingtip device, currently under development by Airbus, which is part of the New Engine Option.

Software Services – as defined in Clause 14.

Specification – either (a) the A321 Standard Specification if no SCNs are applicable or (b) if SCNs are issued, the A321 Standard Specification, as amended by all applicable SCNs.

Specification Change Notice or SCN – as defined in Clause 2.2.1.

Standard Specification – the A321 Standard Specification.

Successor – as defined in Clause 20.4.

Supplier – any supplier of Supplier Parts.

Supplier Part – any component, equipment, accessory or part installed in an Aircraft at the time of Delivery thereof, not including the Propulsion Systems or Buyer Furnished Equipment, for which there exists a Supplier Product Support Agreement.

Supplier Product Support Agreement – an agreement between the Seller and a Supplier containing, among other things, enforceable and transferable warranties (and in the case of landing gear suppliers, service life policies for selected structural landing gear elements) and, to the extent that any are assignable, indemnities.

Taxes – as defined in Clause 5.5.3.

Technical Acceptance Flight – as defined in Clause 8.1.2(iv).

Technical Acceptance Process  – as defined in Clause 8.1.1.

Technical Data – as defined in Clause 14 and Exhibit F.

Termination Event – as defined in Clause 21.1.

Third Quarter or 3rd Quarter or 3Q – July, August and September of any given calendar year.

Total Loss – as defined in Clause 10.4

Training Conference – as defined in Clause 16.1.3.

Type Certificate – as defined in Clause 7.1

VAT – as defined in Clause 5.5.1.

Warranted Part – as defined in Clause 12.1.1.

Warranty Claim – as defined in Clause 12.1.5.

Warranty Period – as defined in Clause 12.1.3.

The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement, and not a particular Clause thereof.  The definition of a singular in this Clause 0 shall apply to plurals of the same words.

References in this Agreement to an exhibit, schedule, article, section, subsection or clause refer to the appropriate exhibit or schedule to, or article, section, subsection or clause in this Agreement unless otherwise indicated.

Each agreement defined in this Clause 0 shall include all appendixes, exhibits and schedules thereto.  If the prior written consent of any person is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and the consent of each such person is obtained, references in this Agreement to such agreement shall be to such agreement as so amended, restated, supplemented or modified.

References in this Agreement to any statute shall be to such statute as amended or modified and in effect at the time any such reference is operative.

The term “including” when used in this Agreement means “including among other things” except when used in the computation of time periods.

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

1 -                                                                               SALE AND PURCHASE

The Seller shall sell and deliver to the Buyer, and the Buyer shall purchase and take delivery of the Aircraft from the Seller, subject to the terms and conditions in this Agreement.

2 -                                                                               SPECIFICATION

2.1.1                                                                Specification

The Aircraft shall be manufactured in accordance with the Standard Specification, as amended to include (i) the Propulsion Systems set forth in Clause 2.3, (ii) the MWE modifications set forth in Clause 2.1.2 corresponding to the Propulsion Systems selected by the Buyer, (iii) SCNs as agreed by the Parties in accordance with the terms hereof, (iv) Sharklets, (v) airframe structural adaptations, (vi) the design weights as follows:

an MTOW of […***…] metric tons, MLW of […***…] metric tons and MZFW of […***…] metric tons, and

(vii)  aircraft systems and software adaptations required to operate an A321 NEO aircraft (the “New Engine Option” or “NEO”).

2.1.2                                                                The MWE set forth in the Standard Specification at § 13-10.01.00 will be amended to include the following:

2.1.3                                                             Certain options listed in the Airbus catalog from time to time may not be applicable to or certified for NEO aircraft.

2.2                                                                            Specification Amendment

The Seller and Buyer understand and agree that the Specification may be further amended following signature of this Agreement in accordance with the terms of this Clause 2.2.

2.2.1                                                                Specification Change Notice

(i)                The Specification may be amended by written agreement between the Seller and Buyer in a SCN.  Each SCN shall be substantially in the form set out in Exhibit B1 and shall set out such SCN’s scope of implementation and shall also set forth, in detail, the particular change to be made to the Specification and the effect, if any, of such change on design, performance, weight, or Scheduled Delivery Month of the Aircraft affected thereby, two-way interchangeability or replaceability requirements of the Specification and/or the text of the Specification. A SCN may result in an adjustment of the Base Price of the Aircraft, which adjustment if any, shall be specified in the SCN.

[…***…]

2.2.2                                                                Development Changes

The Specification may also be amended to incorporate changes deemed necessary by the Seller to improve the Aircraft, prevent delay or ensure compliance with this Agreement (“Development Changes”), as set forth hereunder.

2.2.3                Manufacturer Specification Changes Notices

(i)                The Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“Manufacturer Specification Change Notice” or “MSCN”), which shall be substantially in the form set out in Exhibit B2 hereto and shall set out in detail the particular change to be made to the Specification and the effect, if any, of such change on design, performance, weight, Base Price, Delivery Date of the Aircraft affected thereby, two-way interchangeability or replaceability requirements under the Specification and/or the text of the Specification.

(ii)            Except when the MSCN is necessitated by an Aviation Authority Directive or by equipment obsolescence, in which case the MSCN shall be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price, Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, the Seller shall notify the Buyer of a reasonable period of time during which the Buyer must accept or reject such MSCN.  If the Buyer does not notify the Seller of the rejection of the MSCN within such period, the MSCN shall be deemed accepted by the Buyer and the corresponding modification shall be accomplished.

2.2.4                                                               In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on any of the elements as set forth in 2.2.3(ii) above, such revision shall be performed by the Seller without the Buyer’s consent. In such cases, the Buyer will have access to the details of such changes through the relevant application in AirbusWorld.

2.2.5                                                               The Seller is considering turning certain items, which are currently BFE in the Specification, into SFE and the parties agree that such BFE items shall be excluded from the provisions of Clauses 2.2.3 and 2.2.4 above and, should they become SFE, shall furthermore be chargeable to the Buyer.

[…***…]

2.3                                                                        Propulsion Systems

The Airframe will be equipped with either (i) a set of two (2) CFM LEAP-1A33 engines, including standard equipment for installed engines of such type (the “CFM Propulsion Systems”), or (ii) a set of two (2) PW1133G-JM engines, including standard equipment for installed engines of such type (the “PW Propulsion Systems”), each as set forth in detail below:

[…***…]

2.4                                                                            Milestones

2.4.1                                                                Customization Milestones Chart

No later than […***…] before the first Aircraft Delivery, the Seller and the Buyer will meet to discuss and develop a preliminary customization milestones chart and thereafter the Seller shall, upon the Buyer’s reasonable request, cooperate with the Buyer in updating such preliminary customization milestones chart prior to finalizing such preliminary customization milestones chart.  No later than […***…] before the first Aircraft Delivery, the Seller shall provide the Buyer with a definitive customization milestones chart (the “Customization Milestones 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 catalogue of Specification change options (the “Options Catalogue”).  All such items requested by the Buyer must be by the date of implementation of the SCN certified for incorporation into the Aircraft.

2.4.2                                                                Contractual Definition Freeze

Included on the Customization Milestones Chart shall be the date by which the contractual definition of the Aircraft must be finalized and all relevant SCNs executed (the “Contractual Definition Freeze” or “CDF”), in order to assure delivery of the Aircraft in the Scheduled Delivery Month. Such date shall be referred to as the “CDF Date.”

3 -                                                                               PRICE

3.1                                                                            Base Price of the Aircraft

The Base Price of each Aircraft is the sum of:

[…***…]

3.1.1                                                                Base Price of the Airframe

The Base Price of the Airframe is the sum of:

[…***…]

3.1.2                                                                Base Price of the Propulsion Systems

The Base Price of a set of two (2) Propulsion Systems for the A321 NEO Aircraft is:

[…***…]

Upon the Buyer’s selection of the Propulsion Systems to be installed on the Airframe, the Base Price and Reference Price for the Propulsion Systems shall be deemed to refer to the Base Price and Reference Price of the Propulsion Systems selected by the Buyer.

3.2                                                                            Final Contract Price of the Aircraft

Final Contract Price of each Aircraft shall be the sum of:

[…***…]

[…***…]

4 -                                                       PRICE REVISION

4.1                                                    Seller Price Revision Formula

The Base Price of the Airframe as defined in the Standard Specification, the Base Price of the SCN for selection of the New Engine Option, the Base Price of the SCN for installation of Sharklets, the Base Price of any and all SCNs relating to the Airframe, and the Base Price of the Master Charge Engine are subject to revision up to and including the Delivery Date in accordance with the Seller Price Revision Formula.

4.2                                                    Propulsion Systems Price Revision

4.2.1                                        The Reference Price for each of the Propulsion Systems is subject to revision up to and including the Delivery Date of the Aircraft on which such Propulsion Systems are installed, in accordance with the applicable Propulsion System Price Revision Formula.

4.2.2                                    The Reference Price of the Propulsion Systems, the prices of the related equipment and the Propulsion System Price Revision Formulas are based on information received from the Propulsion System Manufacturers and are subject to amendment by the Propulsion System Manufacturers at any time prior to Delivery.  If the Propulsion System Manufacturers make any such amendment, the amendment will be deemed to be incorporated into this Agreement and the Reference Price of the Propulsion Systems, the prices of the related equipment and the Propulsion System Price Revision Formulas will be adjusted accordingly. The Seller agrees to notify the Buyer as soon as the Seller receives notice of any such amendment from the Propulsion System Manufacturers.

5 -                                                       PAYMENT TERMS

5.1                                                    Seller’s Account

The Buyer shall pay the Predelivery Payments, the Balance of the Final Contract Price and any other amount due hereunder in immediately available funds in United States dollars to:

[…***…]

or to such other account as may be designated by the Seller.

5.2                                                    Commitment Fee

The Seller acknowledges that it has received from the Buyer the sum of […***…] (the “Commitment Fee”).  The Commitment Fee paid with respect to an Aircraft shall be credited without interest against the first Predelivery Payment for such Aircraft.

5.3                                                    Predelivery Payments

5.3.1                                        […***…]

All Predelivery Payments that are past due pursuant to this clause 5.3.3 on signature of this Agreement shall be paid at signature of this Agreement.

5.3.4                                        The Seller shall be entitled to hold and use any Predelivery Payment as absolute owner thereof, subject only to the obligation (subject to the provisions of Clause 5.6) to deduct an amount equal to Predelivery Payments from the Final Contract Price, when calculating the Balance of the Final Contract Price. The Seller shall be under no obligation to segregate any Predelivery Payment, or any amount equal thereto, from the Seller’s funds generally.

5.4                                                    Payment of Balance of the Final Contract Price

Concurrent with the Delivery of each Aircraft, the Buyer shall pay to the Seller the Balance of the Final Contract Price for such Aircraft. The Seller’s receipt of the full amount of all Predelivery Payments and of the Balance of the Final Contract Price, including any amounts due under Clause 5.8, are a condition precedent to the Seller’s obligation to deliver such Aircraft to the Buyer.

5.5                                                    Taxes

5.5.1                                        The amounts stated in this Agreement to be payable by the Buyer are exclusive of value added tax (“VAT”) chargeable under the laws of any jurisdiction and accordingly the Buyer shall pay any VAT chargeable with respect to any Aircraft, component, accessory, equipment or part delivered or furnished under this Agreement.

5.5.2                                        The Seller will pay all other Taxes (except for Taxes based on or measured by the income of the Buyer or any Taxes levied against the Buyer for the privilege of doing business in any jurisdiction), levied, assessed, charged or collected, on or prior to Delivery of any Aircraft, for or in connection with the manufacture, assembly, sale and delivery to the Buyer under this Agreement of such Aircraft or any parts, instructions or data installed thereon or incorporated therein (except Buyer Furnished Equipment).

5.5.3                                        The Buyer shall pay all Taxes not assumed by the Seller under Clause 5.5.2, except for Taxes based on or measured by the income of the Seller or any Taxes levied against the Seller for the privilege of doing business in any jurisdiction.

“Taxes” means any present or future tax, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority or any political subdivision or taxing authority thereof or therein.

5.6                                                    Application of Payments

Notwithstanding any other rights the Seller may have at contract or at law, the Buyer and the Seller hereby agree that should any amount (whether under this Agreement or under any other agreement between the Buyer and its Affiliates on the one hand and the Seller and its Affiliates on the other hand, and whether at the stated maturity of such amount, by acceleration or otherwise) become due and payable by the Buyer or its Affiliates, and not be paid in full in immediately available funds on the date due, then the Seller shall have the right to debit and apply, in whole or in part, the Predelivery Payments paid to the Seller by the Buyer against such unpaid amount.  The Seller shall promptly notify the Buyer in writing after such debiting and application, and the Buyer shall immediately pay to the Seller the amount required to comply with Clause 5.3.3.

5.7                                                    Setoff Payments

Notwithstanding anything to the contrary contained herein, before being required to make any payments to the Buyer, the Seller will have the right to deduct from any such payments an amount equal to any other amounts due and owing by any Buyer Party to the Seller or any Affiliate thereof under any agreement between a Buyer Party and the Seller or any of its Affiliates.

5.8                                                    Overdue Payments

If any payment due to the Seller is not received by the Seller on the date or dates due, the Seller will have the right to claim from the Buyer, and the Buyer will promptly pay to the Seller on receipt of such claim, interest at the rate of […***…] on the amount of such overdue payment, to be calculated from and including the due date of such payment to (but excluding) the date such payment is received by the Seller.  The Seller’s right to receive such interest will be in addition to any other rights of the Seller hereunder or at law.

5.9                                                    Proprietary Interest

Notwithstanding any provision of law to the contrary, the Buyer shall not, by virtue of anything contained in this Agreement (including, without limitation, any Commitment Fee or 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) acquire any proprietary, insurable or other interest whatsoever in any Aircraft before Delivery of and payment for such Aircraft, as provided in this Agreement.

5.10                                            Payment in Full

The Buyer’s obligation to make payments to the Seller hereunder shall not be affected by and shall 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 shall be made without deduction or withholding of any kind. The Buyer shall ensure that the sums received by the Seller under this Agreement shall be equal to the full amounts expressed to be due to 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 shall pay such additional amounts to the Seller as may be necessary so that the net amount received by the Seller after such deduction or withholding shall equal the amounts that would have been received in the absence of such deduction or withholding.

6 -                                                       MANUFACTURE PROCEDURE - INSPECTION

6.1                                                    Manufacture Procedures

The Airframe shall be manufactured in accordance with the requirements of the laws of the jurisdiction of incorporation of the Seller and of its relevant Affiliates and subcontractors as enforced by the Aviation Authority of such jurisdiction.

6.2                                                    Inspection

6.2.1                                  Subject to providing the Seller with certificates evidencing compliance with the insurance requirements set forth in Clause 19.4(a), the Buyer or its duly authorized representatives (the “Buyer’s Inspectors”) will be entitled to inspect the manufacture of the Airframe and all materials and parts obtained by the Seller for the manufacture of the Airframe (the “Inspection”) during business hours by duly authorized representatives of the Buyer or its designee at the respective works of the relevant manufacture facility of the Seller or the Affiliates of the Seller and, if possible, at the works of their respective subcontractors; provided that the Seller shall use commercially reasonable efforts to secure the Buyer’s access to the Seller’s and its Affiliates’ respective subcontractors. These representatives shall have access to such relevant technical data as are 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 Seller or its Affiliates or its subcontractors shall be allowed a reasonable time to make the items available for inspection elsewhere). The actual detailed inspection of the Aircraft, materials and parts thereof shall take place only in the presence of the relevant inspection department personnel or other authorized personnel of the Seller, its Affiliates, or their subcontractors. The procedures for such inspections shall be agreed on by the parties acting reasonably before any inspection.

6.2.2                                        All inspections, examinations and discussions with the Seller’s, its Affiliate’s or their respective subcontractors’ engineering or other personnel by the Buyer and its representatives shall be performed in such a manner as not to delay or hinder either the work to be carried out on the Aircraft or the proper performance of this Agreement.

6.3                                                    Representatives of the Buyer

For the purposes of Clause 6.2, starting at a mutually agreed date until Delivery of the last Aircraft, the Seller shall furnish free-of-charge suitable space and office equipment in or conveniently located with respect to the Delivery Location for the use of not more than four (4) representatives of the Buyer during the aforementioned period.  The Seller shall provide access to electronic mail, facsimile and a telephone free of charge.

7 -                                                       CERTIFICATION

Except as set forth in this Clause 7, the Seller shall not be required to obtain any certificate or approval with respect to the Aircraft.

7.1                                                    Type Certification

The Aircraft have been type certificated under EASA procedures for joint certification in the transport category. The Seller shall obtain or cause to be obtained an FAA type certificate (the “Type Certificate”) for the aircraft type prior to Delivery to allow the issuance of the Export Certificate of Airworthiness.

7.2                                                    Export Certificate of Airworthiness

Subject to the provisions of Clause 7.3, the Aircraft shall be delivered to the Buyer with an Export Certificate of Airworthiness and in a condition enabling the Buyer (or an eligible person under then applicable law) to obtain at the time of Delivery a Standard Airworthiness Certificate issued pursuant to Part 21 of the US Federal Aviation Regulations and a Certificate of Sanitary Construction issued by the U.S. Public Health Service of the Food and Drug Administration. However, the Seller shall have no obligation to make and shall not be responsible for any costs of alterations or modifications to such Aircraft to enable such Aircraft to meet FAA or U.S. Department of Transportation requirements for specific operation on the Buyer’s routes, except as may be provided for in this Agreement, whether before, at or after Delivery of any Aircraft.

[…***…]

7.3                                                    Specification Changes Before Delivery

7.3.1                                        If, any time before the date on which the Aircraft is Ready for Delivery, any law, rule or regulation is enacted, promulgated, becomes effective and/or an interpretation of any law, rule or regulation is issued by the EASA or the FAA that requires any change to the Specification for the purposes of obtaining the Export Certificate of Airworthiness (a “Change in Law”), the Seller shall make the required modification and the parties hereto shall sign an SCN.

7.3.2                                        The Seller shall as far as practicable, but at its sole discretion and without prejudice to Clause 7.3.3 (ii), take into account the information available to it concerning any proposed law, rule or regulation or interpretation that could become a Change in Law, in order to minimize the costs of changes to the Specification as a result of such proposed law, regulation or interpretation becoming effective before the applicable Aircraft is Ready for Delivery.

7.3.3                                        […***…]

7.3.4                                        Notwithstanding the provisions of Clause 7.3.3, if a Change in Law relates to an item of BFE or to the Propulsion Systems (including engine accessories or quick engine change units, which quick engine change units for the avoidance of doubt do not include nacelles or thrust reversers) the costs related thereto shall be borne in accordance with such arrangements as may be made separately between the Buyer and the manufacturer of the BFE or the Propulsion Systems, as applicable, and the Seller shall have no obligation with respect thereto.

7.4                                                    Specification Changes after Aircraft Ready For Delivery

Nothing in Clause 7.3 shall 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 that is Ready for Delivery before the compliance date of any law or regulation referred to in Clause 7.3.

8 -                                                       TECHNICAL ACCEPTANCE

8.1                                                    Technical Acceptance Process

8.1.1                                        Prior to Delivery, the Aircraft shall undergo a technical acceptance process developed by the Seller (the “Technical Acceptance Process”). Successful completion of the Technical Acceptance Process shall demonstrate the satisfactory functioning of the Aircraft and shall be deemed to demonstrate compliance with the Specification. Should the Aircraft fail to complete the Technical Acceptance Process satisfactorily, the Seller shall without hindrance from the Buyer be entitled to carry out any necessary changes and, as soon as practicable thereafter, resubmit the Aircraft to the Technical Acceptance Process to the extent necessary to demonstrate full compliance with the requirements of the Technical Acceptance Process.

8.1.2                                        The Technical Acceptance Process shall:

(i)                                                          commence on a date no sooner than 10 days following the date of the notice provided by the Seller to the Buyer in accordance with Clause 9.1.1,

(ii)                                                      take place at the Delivery Location,

(iii)                                                  be carried out by the personnel of the Seller, and

(iv)                                                  include a technical acceptance flight (the “Technical Acceptance Flight”) that shall not exceed three (3) hours.

8.2                                                    Buyer’s Attendance

8.2.1                                        The Buyer is entitled to attend and observe the Technical Acceptance Process.

8.2.2                                        If the Buyer attends the Technical Acceptance Process, the Buyer

(i)                                                          shall comply with the reasonable requirements of the Seller, with the intention of completing the Technical Acceptance Process within five (5) Business Days, and

(ii)                                                      may have a maximum of four (4) of its representatives (no more than three (3) of whom shall have access to the cockpit at any one time) accompany the Seller’s representatives on the Technical Acceptance Flight, during which the Buyer’s representatives shall comply with the instructions of the Seller’s representatives.

8.2.3                                        If the Buyer does not attend or fails to cooperate in the Technical Acceptance Process, the Seller shall be entitled to complete the Technical Acceptance Process in compliance with Clause 8.1 without the Buyer’s attendance, and the Buyer will be deemed to have accepted that the Technical Acceptance Process has been satisfactorily completed, in all respects.

8.3                                                    Certificate of Acceptance

Upon successful completion of the Technical Acceptance Process, the Buyer shall, on or before the Delivery Date, sign and deliver to the Seller a certificate of acceptance in respect of the Aircraft in the form of Exhibit D (the “Certificate of Acceptance”).

8.4                                                    Finality of Acceptance

The Buyer’s signature of the Certificate of Acceptance for the Aircraft shall 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 acceptance of the Aircraft for any reason, whether known or unknown to the Buyer at the time of acceptance.

8.5                                                    Aircraft Utilization

The Seller shall, without payment or other liability, be entitled to use the Aircraft before Delivery to obtain the certificates required under Clause 7. Such use will not limit the Buyer’s obligation to accept Delivery hereunder.

[…***…]

9 -                                                                               DELIVERY

9.1                                                                            Delivery Schedule

9.1.1                                                                Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location within the following quarters (each a “Scheduled Delivery Quarter” or “SDQ”).  The schedule set forth below is hereinafter referred to as the “Delivery Schedule”:

The Seller shall communicate to the Buyer the scheduled delivery month of each Aircraft (each a “Scheduled Delivery Month” or “SDM”) no later than […***…] before the first day of the Scheduled Delivery Quarter specified above for such Aircraft. Subject to the then industrial and commercial constraints of the Seller, the Seller shall communicate to the Buyer the Scheduled Delivery Month of the respective Aircraft as close as possible to the Buyer’s request within the Scheduled Delivery Quarter. The Seller shall give the Buyer at least thirty (30) days’ written notice of the anticipated date on which the Aircraft shall be Ready for Delivery.  Such notice shall also include the starting date and the planned schedule of the Technical Acceptance Process set forth in Clause 8. Thereafter the Seller shall notify the Buyer of any change to such dates.

9.1.2                                                                […***…]

9.2                                                                            Delivery Process

9.2.1                                                                The Buyer shall send its representatives to the Delivery Location to take Delivery within […***…] after the date on which the Aircraft is Ready for Delivery.

9.2.2                                                                The Seller shall transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer) provided that the Balance of the Final Contract Price has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3.  The Seller shall provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”) and/or such other documentation confirming transfer of title and receipt of the Final Contract Price as may reasonably be requested by the Buyer.  Title to and risk of loss of or damage to the Aircraft shall pass to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale.

9.2.3                                                                If by the last day of the period set forth in Clause 9.2.1 above, the Buyer fails to (i) deliver the signed Certificate of Acceptance to the Seller, or (ii) pay the Balance of the Final Contract Price for the Aircraft to the Seller, then the Buyer shall be deemed to have rejected Delivery wrongfully when the Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, the Seller shall retain title to the Aircraft and the Buyer shall indemnify and hold the Seller harmless against any and all costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection, it being understood that the Seller will be under no duty to the Buyer to store, park, or otherwise protect the Aircraft.  These rights of the Seller shall be in addition to the Seller’s other rights and remedies in this Agreement.

9.3                                                                            Flyaway

9.3.1                                                                The Buyer and the Seller shall cooperate to obtain any licenses that may be required by the relevant Aviation Authority for the purpose of exporting or importing the Aircraft.

9.3.2                                                                All expenses of, or connected with, flying the Aircraft from the Delivery Location after Delivery shall be borne by the Buyer.  The Buyer shall make direct arrangements with the supplying companies for the fuel and oil required for all post-Delivery flights.

10 -                                                                       EXCUSABLE DELAY AND TOTAL LOSS

10.1                                                                    Scope of Excusable Delay

Neither the Seller nor any Affiliate of the Seller, 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 any Affiliate’s control or not occasioned by the Seller’s, fault or negligence (“Excusable Delay”), including, but not limited to:  (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength, 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; 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; inability after due and timely diligence to procure materials, accessories, equipment or parts; general hindrance in transportation; or failure of a subcontractor or Supplier to furnish materials, components, accessories, equipment or parts; (ii) any delay caused directly or indirectly by the action or inaction of the Buyer; and (iii) 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.

10.2                                                                    Consequences of Excusable Delay

10.2.1                                                        If an Excusable Delay occurs the Seller will

(i)                                                                               notify the Buyer of such Excusable Delay as soon as practicable after becoming aware of the same;

(ii)                                                                           not be deemed to be in default in the performance of its obligations hereunder as a result of such Excusable Delay;

(iii)                                                                       not be responsible for any damages arising from or in connection with such Excusable Delay suffered or incurred by the Buyer;

(iv)                                                                      as soon as practicable after the removal of the cause of such Excusable Delay resume performance of its obligations under this Agreement and in particular will notify the Buyer of the revised Scheduled Delivery Month.

10.3                                                                    Termination on Excusable Delay

10.3.1                                                        If any Delivery is delayed as a result of an Excusable Delay for a period of more than […***…] after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft, by giving written notice to the other party within […***…] after the expiration of such […***…] period.  However, the Buyer will not be entitled to terminate this Agreement pursuant to this Clause 10.3.1 if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer.

10.3.2                                                        If the Seller advises the Buyer in its notice of a revised Scheduled Delivery Month pursuant to Clause 10.2.1(iv) that there will be a delay in Delivery of an Aircraft of more than […***…] after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft.  Termination will be made by giving written notice to the other party within […***…] after the Buyer’s receipt of the notice of a revised Scheduled Delivery Month. However, the Buyer will not be entitled to terminate this Agreement pursuant to this Clause 10.3.2 if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer.

10.3.3                                                        If this Agreement is not terminated under the terms of Clause 10.3.1 or 10.3.2, then the Seller will be entitled to reschedule Delivery.  The Seller will notify the Buyer of the new Scheduled Delivery Month after the […***…] period referred to in Clause 10.3.1 or 10.3.2, and this new Scheduled Delivery Month will be deemed to be an amendment to the applicable Scheduled Delivery Month in Clause 9.1.1.

10.4                                                                    Total Loss, Destruction or Damage

If, prior to Delivery, any Aircraft is lost, destroyed or in the reasonable opinion of the Seller is damaged beyond economic repair (“Total Loss”), the Seller will notify the Buyer to this effect within […***…] of such occurrence.  The Seller will 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 Seller’s other commitments and production capabilities that an aircraft to replace the Aircraft may be delivered to the Buyer and the Scheduled Delivery Month will be extended as specified in the Seller’s notice to accommodate the delivery of the replacement aircraft; provided, however, that if the Scheduled Delivery Month is extended to a month that is later than […***…] after the last day of the original Scheduled Delivery Month then this Agreement will terminate with respect to said Aircraft unless:

(i)                                                                                  the Buyer notifies the Seller within thirty (30) days of the date of receipt of the Seller’s notice that it desires the Seller to provide a replacement aircraft during the month quoted in the Seller’s notice; and

(ii)                                                                         the parties execute an amendment to this Agreement recording the change in the Scheduled Delivery Month.

Nothing herein will 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 that includes the Aircraft. Any termination pursuant to this Clause 10.4 as to a particular Aircraft will discharge the obligations and liabilities of the parties hereunder with respect to such Aircraft.

10.5                                                                    Termination Rights Exclusive

If this Agreement is terminated as provided for under the terms of Clauses 10.3 or 10.4, such termination will discharge all obligations and liabilities of the parties hereunder with respect to such affected Aircraft and undelivered material, services, data or other items applicable thereto and to be furnished under the Agreement.

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 TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE.  THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

11 -                                                                       INEXCUSABLE DELAY

11.1                                                                    Liquidated Damages

Should an Aircraft not be Ready for Delivery […***…] (as such month may be changed pursuant to Clauses 2, 7 or 10) and such delay is not as a result of an Excusable Delay or Total Loss, then such delay will be termed an “Inexcusable Delay.”  In the event of an Inexcusable Delay, the Buyer will have the right to claim, and the Seller will pay the Buyer liquidated damages of […***…] for each day of delay in the Delivery, […***…].

In no event will the amount of liquidated damages exceed the total of […***…].

The Buyer’s right to liquidated damages in respect of an Aircraft is conditioned on the Buyer’s submitting a written claim for liquidated damages to the Seller not later than thirty (30) days after the last day of the Scheduled Delivery Month.

11.2                                                                    Renegotiation

If, as a result of an Inexcusable Delay, Delivery does not occur within […***…] after the last day of the Scheduled Delivery Month the Buyer will have the right, exercisable by written notice to the Seller […***…], to require from the Seller a renegotiation of the Scheduled Delivery Month for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, the said renegotiation will not prejudice Buyer’s right to receive liquidated damages in accordance with Clause 11.1.

11.3                                                                    Termination

If, as a result of an Inexcusable Delay, Delivery does not occur within […***…] and the parties have not renegotiated the Delivery Date pursuant to Clause 11.2, then both parties will have the right exercisable by written notice to the other party, given between […***…], to terminate this Agreement in respect of the affected Aircraft.  In the event of termination, neither party will have any claim against the other, except that the Seller will pay to the Buyer any amounts due pursuant to Clause 11.1 and will pay the Buyer an amount equal to the Predelivery Payments received from the Buyer hereunder in respect of the Aircraft as to which this Agreement has been terminated.

11.4                                                                    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 TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

12                                                                                WARRANTIES AND SERVICE LIFE POLICY

This Clause covers the terms and conditions of the warranty and service life policy.

12.1                                                                    Standard Warranty

12.1.1                                                        Nature of Warranty

For the purpose of this Agreement the term “Warranted Part” will mean any Seller proprietary component, equipment, accessory or part, which is installed on an Aircraft at Delivery thereof and

(a)                                                                               which is manufactured to the detailed design of the Seller or a subcontractor of the Seller and

(b)                                                                              which bears a part number of the Seller at the time of such Delivery.

Subject to the conditions and limitations as hereinafter provided for and except as provided for in Clause 12.1.2, the Seller warrants to the Buyer that each Aircraft and each Warranted Part will at Delivery to the Buyer be free from defects:

(i)                                                                                  in material;

(ii)                                                                              in workmanship, including without limitation processes of manufacture;

(iii)                                                                          in design (including without limitation the selection of materials) having regard to the state of the art at the date of such design; and

(iv)                                                                          arising from failure to conform to the Specification, except to those portions of the Specification relating to performance or where it is expressly stated that they are estimates or approximations or design aims.

12.1.2                                                        Exclusions

The warranties set forth in Clause 12.1.1 will not apply to Buyer Furnished Equipment, nor to the Propulsion Systems, nor to any component, equipment, accessory or part installed on the Aircraft at Delivery that is not a Warranted Part except that:

(i)                                                                                  any defect in the Seller’s workmanship in respect of the installation of such items in the Aircraft, including any failure by the Seller to conform to the installation instructions of the manufacturers of such items, that invalidates any applicable warranty from such manufacturers, will constitute a defect in workmanship for the purpose of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1 (ii); and

(ii)                                                                              any defect inherent in the Seller’s design of the installation, in consideration of the state of the art at the date of such design, which impairs the use of such items, will constitute a defect in design for the purpose of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1 (iii).

12.1.3                                                        Warranty Period

The warranties set forth in Clauses 12.1.1 and 12.1.2 will be limited to those defects that become apparent within […***…] (the “Warranty Period”).

12.1.4                                                        Limitations of Warranty

12.1.4.1                                            The Buyer’s remedy and the Seller’s obligation and liability under Clauses 12.1.1 and 12.1.2 are limited to, at the Seller’s expense and option, the repair, replacement or correction of any Warranted Part which is defective (or to the supply of modification kits rectifying the defect), together with a credit to the Buyer’s account with the Seller of an amount equal to the mutually agreed direct labor costs expended in performing the removal and the reinstallation thereof on the Aircraft at the labor rate defined in Clause 12.1.7.5.

The Seller may alternatively furnish to the Buyer’s account with the Seller a credit equal to the price at which the Buyer is entitled to purchase a replacement for the defective Warranted Part.

12.1.4.2                                            In the event of a defect covered by Clauses 12.1.1 (iii), 12.1.1 (iv) or 12.1.2 (ii) becoming apparent within the Warranty Period, the Seller shall also, if so requested by the Buyer in writing, correct such defect in any Aircraft which has not yet been delivered to the Buyer, provided, however,

(i)                                                                                  that the Seller shall not be responsible, nor be deemed to be in default on account of any delay in Delivery of any Aircraft or otherwise in respect of the performance of this Agreement, due to the Seller’s undertaking to make such correction and provided further

(ii)                                                                              that, rather than accept a delay in the 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                                            Cost of Inspection

In addition to the remedies set forth in Clauses 12.1.4.1 and 12.1.4.2, the Seller will reimburse the direct labor costs incurred 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 subject to the following conditions:

(i)                                                                               such inspections are recommended by a Seller Service Bulletin to be performed within the Warranty Period;

(ii)                                                                           the reimbursement will not apply for any inspections performed as an alternative to accomplishing corrective action as recommended by the Seller prior to the date of such inspection;

(iii)                                                                          the labor rate for the reimbursement will be the In-house Warranty Labor Rate; and

(iv)                                                                          the man hours used to determine such reimbursement will not exceed the Seller’s estimate of the man hours required for such inspections.

12.1.5                                                        Warranty Claim Requirements

The Buyer’s remedy and the Seller’s obligation and liability under this Clause 12.1 with respect to any warranty claim submitted by the Buyer (each a “Warranty Claim”) are subject to the following conditions:

(i)                                                                                  the defect having become apparent within the Warranty Period;

(ii)                                                                              the Buyer having filed a Warranty Claim within 90 days of discovering the defect;

(iii)                                                                          the Buyer having submitted to the Seller evidence reasonably satisfactory to the Seller that the claimed defect is due to a matter covered under the provisions of this Clause 12.1 and that such defect has not resulted 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 set forth in Clause 12.1.10 or from any act or omission of any third party;

(iv)                                                                          the Seller having received a Warranty Claim complying with the provisions of Clause 12.1.6.5 below.

12.1.6                                                        Warranty Administration

The warranties set forth in Clause 12.1 will be administered as hereinafter provided for:

12.1.6.1                                            Claim Determination

Determination as to whether any claimed defect in any Warranted Part is a valid Warranty Claim will be made by the Seller and will be based upon the claim

details, reports from the Seller’s Representatives, historical data logs, inspections, tests, findings during repair, defect analysis and other relevant documents.

12.1.6.2                                            Transportation Costs

The cost of transporting a Warranted Part claimed to be defective to the facilities designated by the Seller will be borne by the Buyer.

12.1.6.3                                            Return of an Aircraft

If the Buyer and the Seller mutually agree, prior to such return, that it is necessary to return an Aircraft to the Seller for consideration of a Warranty Claim, the Seller will bear the direct costs of fuel and landing fees to and from the Seller’s facilities for such return of the Aircraft. The Buyer will make reasonable efforts to minimize the duration of the corresponding flights.

12.1.6.4                                            On Aircraft Work by the Seller

If the Seller determines that a defect subject to this Clause 12.1 justifies the dispatch by the Seller of a working team to repair or correct such defect through the embodiment of one or more Seller’s Service Bulletins at the Buyer’s facilities, or if the Seller accepts the return of an Aircraft to perform or have performed a repair or correction, then the labor costs for such on-Aircraft work will be borne by the Seller at the In-House Warranty Labor Rate.

The condition which has to be fulfilled for on-Aircraft work by the Seller is that, in the opinion of the Seller, the work necessitates the technical expertise of the Seller as manufacturer of the Aircraft.

If said condition is fulfilled and if the Seller is requested to perform the work, the Seller and the Buyer will agree on a schedule and place for the work to be performed.

12.1.6.5                                            Warranty Claim Substantiation

Each Warranty Claim filed by the Buyer under this Clause 12.1 will contain at least the following data:

(a)                                                                               description of defect and action taken, if any;

(b)                                                                              date of incident and/or removal date;

(c)                                                                               description of Warranted Part claimed to be defective;

(d)                                                                             part number;

(e)                                                                               serial number (if applicable);

(f)                                                                                position on Aircraft;

(g)                                                                              total flying hours or calendar time, as applicable, at the date of defect appearance,

(h)                                                                              time since last shop visit at the date of defect appearance;

(i)                                                                                  Manufacturer Serial Number of the Aircraft and/or its registration number;

(j)                                                                                  Aircraft total flying hours and/or number of landings at the date of defect appearance;

(k)                                                                              Warranty Claim number;

(l)                                                                                  date of Warranty Claim;

(m)                                                                          Delivery Date of Aircraft or Warranted Part to the Buyer;

Warranty Claims are to be addressed as follows:

AIRBUS

CUSTOMER SERVICES DIRECTORATE

WARRANTY ADMINISTRATION

Rond Point ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇.▇. ▇▇

▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇

12.1.6.6                                            Replacements

Replaced components, equipment, accessories or parts will become the Seller’s property.

Title to and risk of loss of any Aircraft, component, accessory, equipment or part returned by the Buyer to the Seller will at all times remain with the Buyer, except that:

(i)                                                                                  when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which the Buyer has title, the Seller will have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller will not be liable for loss of use; and

(ii)                                                                              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 Clause 12.1, title to and risk of loss of such replacement component, accessory, equipment or part will pass to the Buyer.

12.1.6.7                                            Rejection

The Seller will provide reasonable written substantiation in case of rejection of a Warranty Claim. In such event the Buyer will refund to the Seller reasonable inspection and test charges incurred by the Seller in connection with the investigation and processing of a rejected Warranty Claim.

12.1.6.8                                            Inspection

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

12.1.7                                                        In-house Warranty

12.1.7.1                                            Seller’s Authorization

The Seller hereby authorizes the Buyer to repair Warranted Parts (“In-house Warranty Repair”) subject to the terms of this Clause 12.1.7.

12.1.7.2                                            Conditions for Seller’s Authorization

The Buyer will be entitled to repair such Warranted Parts:

- provided the Buyer notifies the Seller Representative of its intention to perform In-house Warranty repairs before any such repairs are started […***…]. The Buyer’s notification will include sufficient detail regarding the defect, estimated labor hours and material to allow the Seller to ascertain the reasonableness of the estimate. The Seller shall use all reasonable efforts to ensure a prompt response and will not unreasonably withhold authorization;

- provided adequate facilities and qualified personnel are available to the Buyer;

- provided repairs are performed in accordance with the Seller’s Technical Data or written instructions; and

- only to the extent specified by the Seller, or, in the absence of such specification, to the extent reasonably necessary to correct the defect, in accordance with the standards set forth in Clause 12.1.10.

12.1.7.3                                            Seller’s Rights

The Seller will have the right to require the return of any Warranted Part, or any part removed therefrom that is claimed to be defective if, in the judgment of the Seller, the nature of the claimed defect requires technical investigation. Such return will be subject to the provisions of Clause 12.1.6.2. Furthermore, the Seller will have the right to have a representative present during the disassembly,

inspection and testing of any Warranted Part claimed to be defective, subject to such presence being practical and not unduly delaying the repair.

12.1.7.4                                            In-house Warranty Claim Substantiation

Claims for In-house Warranty Repair credit must be submitted to the Seller within the time period set forth in 12.1.5 (ii) and must comply with the requirements for Warranty Claims under Clause 12.1.6.5 and in addition will include:

(a)                                                                               a report of technical findings with respect to the defect,

(b)                                                                              for parts required to remedy the defect:

 - part numbers,

 - serial numbers (if applicable),

 - parts description,

 - quantity of parts,

 - unit price of parts,

 - copies of related Seller’s or third party’s invoices (if applicable),

 - total price of parts,

(c)                                                                               detailed number of labor hours,

(d)                                                                             In-house Warranty Labor Rate,

(e)                                                                               total claim value.

12.1.7.5                                            Credit

The Buyer’s sole remedy and the Seller’s sole obligation and liability with respect to In-house Warranty Repair claims will be a credit to the Buyer’s account in an amount equal to the mutually agreed direct labor costs expended in performing such repair, plus the direct costs of materials incorporated in said repair.  Such costs shall be determined as set forth below.

(a)                                                                            To determine direct labor costs, only man hours spent on removal from the Aircraft, disassembly, inspection, repair, reassembly, final inspection and test of the Warranted Part and reinstallation thereof on the Aircraft will be counted. Any man hours required for maintenance work concurrently being carried out on the Aircraft or the Warranted Part will not be included.

(b)                                                                              The man hours counted as set forth in Clause 12.1.17.5(a) above will be multiplied by an agreed labor rate of […***…] (“In-house Warranty Labor Rate”), […***…]

The In-house Warranty Labor Rate is subject to annual adjustment by multiplication by the ratio […***…]. For the purposes of this Clause 12.1.7.5 only, […***…] is equal to the Labor Index defined in the Seller Price Revision Formula and […***…] is equal to […***…].

(c)                                                                               Direct material costs are determined by the prices at which the Buyer acquired such material, excluding any parts and materials used for overhaul furnished free of charge by the Seller.

12.1.7.6                                            Limitation on Credit

The Buyer will in no event be credited for repair costs (including labor and material) for any Warranted Part in […***…] of the Seller’s then-current catalogue price for a replacement of such defective Warranted Part.

12.1.7.7                                            Scrapped Material

The Buyer will retain any defective Warranted Part beyond economic repair and any defective part removed from a Warranted Part during repair for a period of either […***…] after the date of completion of the repair or […***…] after submission of a claim for In-house Warranty Repair credit relating thereto, whichever is longer. Such parts will be returned to the Seller within […***…] to that effect.

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

A record of scrapped Warranted Parts, certified by an authorized representative of the Buyer, will be kept in the Buyer’s file for at least the duration of the applicable Warranty Period.

12.1.8                                                        Standard Warranty in case of Pooling or Leasing Arrangements

Without prejudice to Clause 20.1, the warranties provided for in this 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 the extent permitted by any applicable laws or regulations.

12.1.9                                                        Warranty for Corrected, Replaced or Repaired Warranted Parts

Whenever any Warranted Part that contains a defect for which the Seller is liable under this Clause 12.1 has been corrected, replaced or repaired pursuant to the terms of this Clause 12.1, the period of the Seller’s warranty with respect to such corrected, repaired or replacement Warranted Part, whichever the case may be, will be […***…].

If a defect is attributable to a defective repair or replacement by the Buyer, a Warranty Claim with respect to such defect will be rejected, notwithstanding any subsequent correction or repair, and will immediately terminate the remaining warranties under this Clause 12.1 in respect of the affected Warranted Part.

12.1.10                                                Accepted Industry Standard Practices Normal Wear and Tear

The Buyer’s rights under this 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 accepted industry standard practices, all Technical Data and any other instructions issued by the Seller, the Suppliers and the applicable Propulsion System Manufacturer and all applicable rules, regulations and directives of the relevant Aviation Authorities.

The Seller’s liability under this Clause 12.1 will not extend to normal wear and tear or to:

(i)                                                                                  any Aircraft or component, equipment, accessory or part thereof that has been repaired, altered or modified after Delivery, except by the Seller or in a manner approved by the Seller;

(ii)                                                                              any Aircraft or component, equipment, accessory or part thereof that has been operated in a damaged state; or

(iii)                                                                          any component, equipment, accessory and part from which the trademark, name, part or serial number or other identification marks have been removed.

12.1.11                                                DISCLAIMER OF SELLER LIABILITY

THE SELLER WILL NOT BE LIABLE FOR, AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST, THE CLAIMS OF ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12, WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON ALLEGED,

ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS OR OMISSIONS OF THE BUYER OR THE SELLER

12.2                                                                    Seller Service Life Policy

12.2.1                                                        In addition to the warranties set forth in Clause 12.1, the Seller further agrees that should a Failure occur in any Item (as these terms are defined below) that has not suffered from an extrinsic force, then, subject to the general conditions and limitations set forth in Clause 12.2.4, the provisions of this Clause 12.2 will apply.

For the purposes of this Clause 12.2:

(i)                                                                                  “Item” means any item listed in Exhibit “C”;

(ii)                                                                              “Failure” means a breakage or defect that can reasonably be expected to occur on a fleetwide basis and which materially impairs the utility of the Item.

12.2.2                                                        Periods and Seller’s Undertakings

Subject to the general conditions and limitations set forth in Clause 12.2.4, the Seller agrees that if a Failure occurs in an Item […***…] the Seller will, at its discretion, as promptly as practicable and with the Seller’s financial participation as hereinafter provided, either :

- design and furnish to the Buyer a correction for such Item and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts), or

- replace such Item.

12.2.3                                                    Seller’s Participation in the Cost

Subject to the general conditions and limitations set forth in Clause 12.2.4, any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item will be furnished to the Buyer at the Seller’s then current sales price therefore, less the Seller’s financial participation determined in accordance with the following formula:

[…***…]

where:

P:         financial participation of the Seller,

C:        Seller’s then current sales price for the required Item or Seller designed parts,

(i)                                                                                  T : […***…]

and,

N : […***…]

or,

(ii)                                                                              T : […***…]

and,

N : […***…]

or,

(iii)                                                                          T : […***…]

and,

N : […***…]

12.2.4                                                        General Conditions and Limitations

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

12.2.4.2                                            The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to the prior compliance by the Buyer with the following conditions:

(i)                                                                               the Buyer will maintain log books and other historical records with respect to each Item, adequate to enable the Seller to determine 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 Clause 12.2.3;

(ii)                                                                           the Buyer will keep the Seller informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded;

(iii)                                                                          the Buyer will comply with the conditions of Clause 12.1.10;

(iv)                                                                       the Buyer will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs will be, to the extent possible, compatible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;

(v)                                                                              the Buyer will report any breakage or defect in a Item in writing to the Seller within sixty (60) days after such breakage or defect becomes apparent, whether or not the breakage or defect can reasonably be expected to occur in any other aircraft, and the Buyer will have provided to the Seller sufficient detail on the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.

12.2.4.3                                            Except as otherwise provided in this 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, Clause 12.1.6.

12.2.4.4                                            If the Seller has 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, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 will be subject to the Buyer incorporating such modification in the relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time.

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 CLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY WILL BE IN A CREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), 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

NON-PERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS 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 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.

12.3                                                                    Supplier Warranties and Service Life Policies

12.3.1                                                        Seller’s Support

Prior to or at Delivery of the first Aircraft, the Seller will provide the Buyer, in accordance with the provisions of Clause 17, with the warranties and, where applicable, service life policies that the Seller has obtained for Supplier Parts pursuant to the Supplier Product Support Agreements.

12.3.2                                                        Supplier’s Default

12.3.2.1                                            If any Supplier, under any standard warranty obtained by the Seller pursuant to this Clause 12.3, defaulting in the performance of any material obligation with respect thereto and subject to (i) the Buyer using its best efforts to enforce its rights under such Supplier Service Life Policy and (ii) the Buyer submitting in reasonable time to the Seller reasonable evidence that such default has occurred, then Clause 12.1 of this Agreement shall apply to the extent (i) the same would have been applicable had such Supplier Part been a Warranted Part, and (ii) the Seller can reasonably perform said Supplier’s obligations, except that the Supplier’s warranty period as indicated in the Supplier Product Support Agreement will apply.

12.3.2.2                                            If any Supplier, under any Supplier Service Life Policy obtained by the Seller pursuant to this Clause 12.3, defaulting in the performance of any material obligation with respect thereto and subject to (i) the Buyer using its best efforts to enforce its rights under such Supplier Service Life Policy and (ii) the Buyer submitting in reasonable time to the Seller reasonable evidence that such default has occurred, then Clause 12.2 of this Agreement shall apply to the extent (i) the same would have been applicable had such Supplier Item been listed in Exhibit C, Seller Service Life Policy, and (ii) the Seller can reasonably perform said Supplier’s obligations, except that the Supplier’s Service Life Policy period as indicated in the Supplier Product Support Agreement will apply.

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 Supplier 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.

12.4                                                                    Interface Commitment

12.4.1                                                        Interface Problem

If the Buyer experiences any technical problem in the operation of an Aircraft or its systems due to a malfunction, the cause of which, after due and reasonable investigation, is not readily identifiable by the Buyer but which the Buyer reasonably believes to be attributable to the design characteristics of one or more components of the Aircraft (an “Interface Problem”), the Seller will, if so requested by the Buyer, and without additional charge to the Buyer, except for transportation of the Seller’s or its designee’s personnel to the Buyer’s facilities, promptly conduct or have conducted an investigation and analysis of such problem to determine, if possible, the cause or causes of the problem and to recommend such corrective action as may be feasible. 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.

12.4.2                                                        Seller’s Responsibility

If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller will, if so requested by the Buyer and pursuant to the terms and conditions of Clause 12.1, correct the design of such Warranted Part to the extent of the Seller’s obligation as defined in Clause 12.1.

12.4.3                                                        Supplier’s Responsibility

If the Seller determines that the Interface Problem is primarily attributable to the design of any Supplier Part, the Seller will, if so requested by the Buyer, reasonably assist the Buyer in processing any warranty claim the Buyer may have against the Supplier.

12.4.4                                                        Joint Responsibility

If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller will, if so requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved.

The Seller will promptly advise the Buyer of such corrective action as may be proposed by the Seller and any such Supplier. Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such Supplier to the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

12.4.5                                                        General

12.4.5.1                                            All requests under this Clause 12.4 will be directed to both the Seller and the affected Suppliers.

12.4.5.2                                            Except as specifically set forth in this Clause 12.4, this Clause 12.4 will not be deemed to impose on the Seller any obligations not expressly set 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 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 Clause 22.11.

12.5                                                                    Exclusivity of Warranties

THIS CLAUSE 12 SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE 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, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT.

THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED 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, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

FOR THE PURPOSES OF THIS CLAUSE 12.5, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS, SUBCONTRACTORS, AND AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.

12.6                                                                    Duplicate Remedies

The remedies provided to the Buyer under Clause 12.1 and Clause 12.2 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 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 both Clause 12.1 and Clause 12.2 for the same defect. The Buyer’s rights and remedies herein for the nonperformance of any obligations or liabilities of the Seller arising under these warranties will be in monetary damages limited to the amount the Buyer expends in procuring a correction or replacement for any covered part subject to a defect or nonperformance covered by this Clause 12, and the Buyer will not have any right to require specific performance by the Seller.

12.7                                                                    Negotiated Agreement

The Parties each acknowledge that:

(i)                                                                               the Specification has been agreed upon after careful consideration by the Buyer using its judgment as a professional operator of aircraft used in public transportation and as such is a professional within the same industry as the Seller;

(ii)                                                                           this Agreement, and in particular this Clause 12, has been the subject of discussion and negotiation and is fully understood by the Buyer; and

(iii)                                                                       the price of the Aircraft and the other mutual agreements of the Buyer set forth in this Agreement were arrived at in consideration of, inter alia, the provisions of this Clause 12, specifically including the waiver, release and renunciation by the Buyer set forth in Clause 12.5.

12.8                                                                    Disclosure to Third Party Entity

In the event of the Buyer intending to designate a third party entity (a “Third Party Entity”) to administrate this Clause 12, the Buyer will notify the Seller of such intention prior to any disclosure of this Clause to the selected Third Party Entity and will cause such Third Party Entity to enter into a confidentiality agreement and or any other relevant documentation with the Seller solely for the purpose of administrating this Clause 12.

12.9                                                                    Transferability

Without prejudice to Clause 21.1, the Buyer’s rights under this Clause 12 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent, which will not be unreasonably withheld.

Any transfer in violation of this Clause 12.9 will, as to the particular Aircraft involved, void the rights and warranties of the Buyer under this Clause 12 and any and all other warranties that might arise under or be implied in law.

13 -                                   PATENT AND COPYRIGHT INDEMNITY

13.1                                                                    Indemnity

13.1.1                                                        Subject to the provisions of Clause 13.2.3, the Seller will indemnify the Buyer from and against any damages, costs and expenses including reasonable legal costs (excluding damages, costs, expenses, loss of profits and other liabilities in respect of or resulting from loss of use of the Aircraft) resulting from any infringement or claim of infringement by the Airframe of

(i)                                                                                  any British, French, German, Spanish or U.S. patent; and

(ii)                                                                           any patent issued under the laws of any other country in which the Buyer may lawfully operate the Aircraft, provided that from the time of design of such Airframe and until infringement claims are resolved, the country of the patent and the flag country of the Aircraft are both parties to:

(1)                                       the Chicago Convention on International Civil Aviation of December 7, 1944, and are each fully entitled to all benefits of Article 27 thereof, or,

(2)                                       the International Convention for the Protection of Industrial Property of March 20, 1883 (the “Paris Convention”); and

(iii)                                                                       in respect of computer software installed on the Aircraft, any copyright, provided that the Seller’s obligation to indemnify will be limited to infringements in countries which, at the time of infringement, are members of The Berne Union and recognize computer software as a “work” under the Berne Convention.

13.1.2                                                       Clause 13.1.1 will not apply to

(i)                                                                                 Buyer Furnished Equipment;

(ii)                                                                             the Propulsion Systems;

(iii)                                                                         Supplier Parts; or

(iv)                                                                         software not developed by the Seller.

13.1.3                                                       If the Buyer, due to circumstances contemplated in Clause 13.1.1, is prevented from using the Aircraft (whether by a valid judgment of a court of competent jurisdiction or by a settlement arrived at among the claimant, the Seller and the Buyer), the Seller will at its expense either

(i)                                                                                 procure for the Buyer the right to use the affected Airframe, part or software free of charge; or

(ii)                                                                             replace the infringing part or software as soon as possible with a non-infringing substitute.

13.2                                                                    Administration of Patent and Copyright Indemnity Claims

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

(i)                                                                               forthwith notify the Seller, giving particulars thereof;

(ii)                                                                           furnish to the Seller all data, papers and records within the Buyer’s control or possession relating to such patent or claim;

(iii)                                                                       refrain from admitting any liability or making any payment, or assuming any expenses, damages, costs or royalties, or otherwise acting in a manner prejudicial to the defense or denial of the suit or claim, it being agreed that nothing in this Clause 13.2.1(iii) will prevent the Buyer from paying the sums that may be required to obtain the release of the Aircraft, provided that payment is accompanied by a denial of liability and is made without prejudice;

(iv)                                                                       fully cooperate with, and render all such assistance to, the Seller as may be pertinent to the defense or denial of the suit or claim; and

(v)                                                                            act to mitigate damages and/or to reduce the amount of royalties that may be payable, and act to minimize costs and expenses.

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 that, in the Seller’s opinion, it deems proper.

13.2.3                                                   The Seller’s liability hereunder will be conditioned on compliance by the Buyer with the terms of this Clause 13 and is in lieu of any other liability to the Buyer, whether 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 PATENT 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

14.1                                                                    Scope

This Clause 14 covers the terms and conditions for the supply of technical data (hereinafter “Technical Data”) and software services described hereunder (hereinafter “Software Services”) to support the Aircraft operation.

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

14.1.2                                                       Range, form, type, format, quantity and delivery schedule of the Technical Data to be provided under this Agreement are outlined in Exhibit F.

14.2                                                                    Aircraft Identification for Technical Data

14.2.1                                                     For those Technical Data that are customized to the Buyer’s Aircraft, the Buyer agrees to the allocation of fleet serial numbers in the form of block of numbers selected in the range from 001 to 999.

14.2.2                                                     The sequence will not be interrupted unless two (2) different Propulsion Systems or two (2) different models of Aircraft are selected.

14.2.3                                                     The Buyer will indicate to the Seller the fleet serial number allocated to each Aircraft corresponding to the Delivery Schedule no later than twelve (12) months before the Scheduled Delivery Month of the first Aircraft. Neither the designation of such fleet serial numbers nor the subsequent allocation of the fleet serial numbers to manufacturer serial numbers for the purpose of producing certain customized Technical Data will constitute any property, insurable or other interest of the Buyer in any Aircraft prior to the Delivery of such Aircraft as provided in this Agreement.

The customized Technical Data that are affected thereby are the following:

(i)          Aircraft Maintenance Manual,

(ii)      Illustrated Parts Catalogue,

(iii)  Trouble Shooting Manual,

(iv)  Aircraft Wiring Manual,

(v)      Aircraft Schematics Manual,

(vi)  Aircraft Wiring Lists.

14.3                                                                    Integration of Equipment Data

14.3.1                                                        Supplier Equipment

Information, including revisions, relating to Supplier equipment that is installed on the Aircraft at Delivery, or through Seller Service Bulletins thereafter, will be introduced into the customized Technical Data to the extent necessary for understanding of the affected systems, at no additional charge to the Buyer.

14.3.2                                                        Buyer Furnished Equipment

14.3.2.1                                            The Seller will introduce data for Buyer Furnished Equipment that is installed on the Aircraft by the Seller (“BFE Data”) into the customized Technical Data, at no additional charge to the Buyer for the initial issue of the Technical Data provided at or before Delivery of the first Aircraft, provided such BFE Data is provided in accordance with Clauses 14.3.2.2 through 14.3.2.6.

14.3.2.2                                            The Buyer will supply the BFE Data to the Seller at least six (6) months prior to the Scheduled Delivery Month of the first Aircraft.

14.3.2.3                                            The Buyer will supply the BFE Data to the Seller in English and in compliance with the then applicable revision of ATA iSpecification 2200, Information Standards for Aviation Maintenance.

14.3.2.4                                            The Buyer and the Seller will agree on the requirements for the provision to the Seller of BFE Data for “on-aircraft maintenance” including timeframe, media and format in which the BFE Data will be supplied to the Seller, in order to manage the BFE Data integration process in an efficient, expeditious and economic manner.

14.3.2.5                                            The BFE Data will be delivered in digital format (SGML) and/or in Portable Document Format (PDF), as agreed between the Buyer and the Seller.

14.3.2.6                                         All costs related to the delivery to the Seller of the applicable BFE Data will be borne by the Buyer.

14.4                                                                 Supply

14.4.1                                                     Technical Data will be supplied on-line and/or off-line, as set forth in Exhibit F hereto.

14.4.2                                                     The Buyer will not receive any credit or compensation for any unused or only partially used Technical Data supplied pursuant to this Clause 14.

14.4.3                                                        Delivery

14.4.3.1                                            Technical Data provided off-line and corresponding revisions will be sent to up to two (2) addresses as indicated by the Buyer.

14.4.3.2                                            Technical Data provided off-line will be delivered by the Seller at the Buyer’s named place of destination under DAP conditions. The term Delivery at Place and DAP is used herein as defined in Incoterms 2010: ICC Official Rules for the Interpretation of Trade Terms, published by the International Chamber of Commerce.

14.4.3.3                                         The Technical Data will be delivered according to a mutually agreed schedule to correspond with the Deliveries of Aircraft. The Buyer will provide no less than sixty (60) days notice when requesting a change to such delivery schedule.

14.4.4                                                     It will be the responsibility of the Buyer to coordinate and satisfy local Aviation Authorities’ requirements with respect to Technical Data. Reasonable quantities of such Technical Data will be supplied by the Seller at no charge to the Buyer at the Buyer’s named place of destination.

Notwithstanding the foregoing, and in agreement with the relevant Aviation Authorities, preference will be given to the on-line access to such Buyer’s Technical Data through AirbusWorld.

14.5                                                                    Revision Service

For each firmly ordered Aircraft, revision service for the Technical Data will be provided […***…] (each a “Revision Service Period”).

Thereafter revision service will be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog (the “CS Catalog”).

14.6                                                                    Service Bulletins Incorporation

During the Revision Service Period, upon any request of the Buyer, made within two years after issuance of the applicable Service Bulletin, Seller Service Bulletin information will be incorporated into the Technical Data, provided that the Buyer notifies the Seller through the relevant AirbusWorld on-line Service Bulletin Reporting application that it intends to accomplish such Service Bulletin. The split effectivity for the corresponding Service Bulletin will remain in the Technical Data until notification from the Buyer that embodiment has been completed on all of the Buyer’s Aircraft. The foregoing is applicable for Technical Data relating to maintenance only. For operational Technical Data either the pre or post Service Bulletin status will be shown.

14.7                                                                    Technical Data Familiarization

Upon request by the Buyer, the Seller will provide up to one (1) week of Technical Data familiarization training at the Seller’s or the Buyer’s facilities. The basic familiarization course is tailored for maintenance and engineering personnel.

14.8                                                                    Customer Originated Changes

If the Buyer wishes to introduce Buyer originated data (“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 will notify the Seller of such intention.

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

14.9                                                                    AirN@v Family products

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

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

(i)          AirN@v / Maintenance,

(ii)      AirN@v / Planning,

(iii)  AirN@v / Repair,

(iv)  AirN@v / Workshop,

(v)      AirN@v / Associated Data, and

(vi)  AirN@v / Engineering.

14.9.3                                                        Further details on the Technical Data included in such products are set forth in Exhibit F.

14.9.4                                                        The licensing conditions for the use of AirN@v Family integrated software will be set forth in a separate agreement (the “End-User License Agreement for Airbus Software”), as set forth from time to time in the CS Catalog, which End-User License Agreement for Airbus Software, as in effect from time to time, is incorporated by reference herein.

14.9.5                                                     The revision service and the license to use AirN@v Family products will be […***…]. Thereafter revision service will be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer Services Catalog.

14.10                                                            On-Line Technical Data

14.10.1                                             The Technical Data specified in Exhibit F as being provided on-line will be made available to the Buyer through AirbusWorld.

14.10.2                                                […***…]

14.10.3                                             Access to AirbusWorld will be subject to the “General Terms and Conditions of Access to and Use of AirbusWorld” (hereinafter the “GTC”), as set forth from time to time in the CS Catalog, which GTC, as in effect from time to time, is incorporated by reference herein.

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

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

14.10.5                                                Access to AirbusWorld will be granted free of charge for an unlimited number of the Buyer’s users (including two (2) of Buyer’s administrators) for the Technical Data related to the Aircraft that will be operated by the Buyer.

14.10.6                                                For the sake of clarification, Technical Data accessed through AirbusWorld - which access will be covered by the terms and conditions set forth in the GTC – will 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 is subject to the license conditions as set forth in the End-User License Agreement for Airbus Software, as set forth from time to time in the CS Catalog, which End-User License Agreement for Airbus Software, as in effect from time to time, is incorporated by reference herein.

14.11                                                            Waiver, Release and Renunciation

The Seller warrants that the Technical Data are prepared in accordance with the state of art at the date of their development. Should any Technical Data prepared by the Seller contain a non-conformity or defect, the sole and exclusive liability of the Seller will be to take all reasonable and proper steps to correct such Technical

Data. Irrespective of any other provisions herein, no warranties of any kind will be given for the Customer Originated Changes, as set forth in Clause 14.8.

THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER (AS DEFINED BELOW FOR THE PURPOSES OF THIS CLAUSE) AND REMEDIES OF THE BUYER SET FORTH IN THIS CLAUSE 14 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW, CONTRACT OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT OF ANY KIND, IN ANY TECHNICAL DATA OR SERVICES DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

A.                                ANY WARRANTY AGAINST HIDDEN DEFECTS;

B.                                 ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

C.                                 ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE;

D.                                ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER IN CONTRACT OR IN TORT, WHETHER OR NOT ARISING FROM THE SELLER’S NEGLIGENCE, ACTUAL OR IMPUTED; AND

E.                                  ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICES DELIVERED UNDER THIS AGREEMENT, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES;

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 AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT.

FOR THE PURPOSES OF THIS CLAUSE 14, THE “SELLER” WILL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS AND SUBCONTRACTORS, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.

14.12                                                            Proprietary Rights

14.12.1                                             All proprietary rights relating to Technical Data, including but not limited to patent, design and copyrights, will remain with the Seller and/or its Affiliates, as the case may be.

These proprietary rights will 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.

14.12.2                                             Whenever this Agreement and/or any Technical Data provides for manufacturing by the Buyer, the consent given by the Seller will not be construed as any express or implicit endorsement or approval whatsoever of the Buyer or of the manufactured products. The supply of the Technical Data will not be construed as any further right for the Buyer to design or manufacture any Aircraft or part thereof, including any spare part.

14.13                                                            Performance Engineer’s Program

14.13.1                                             In addition to the Technical Data provided under Clause 14, the Seller will provide to the Buyer Software Services, which will consist of the Performance Engineer’s Programs (“PEP”) for the Aircraft type covered under this Agreement. Such PEP is composed of software components and databases, and its use is subject to the license conditions as set forth in the End-User License Agreement for Airbus Software, as set forth from time to time in the CS Catalog, which End-User License Agreement for Airbus Software, as in effect from time to time, is incorporated by reference herein.

14.13.2                                             Use of the PEP will be limited to one (1) copy to be used on the Buyer’s computers for the purpose of computing performance engineering data. The PEP is intended for use on ground only and will not be placed or installed on board the Aircraft.

14.13.3                                             The license to use the PEP and the revision service will be provided […***…].

14.13.4                                             At the end of such PEP Revision Service Period, the PEP will be provided to the Buyer at the standard commercial conditions set forth in the Seller’s then current Customer Services Catalog.

14.14                                                            Future Developments

The Seller continuously monitors technological developments and applies them to Technical Data, document and information systems’ functionalities, production and methods of transmission.

The Seller will implement and the Buyer will accept such new developments, it being understood that the Buyer will be informed in due time by the Seller of such new developments and their application and of the date by which the same will be implemented by the Seller.

14.15                                                            Confidentiality

14.15.1                                             This Clause, the Technical Data, the Software Services and their content are designated as confidential. All such Technical Data and Software Services are provided 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, except as permitted therein or pursuant to any government or legal requirement imposed upon the Buyer.

14.15.2                                                If the Seller authorizes the disclosure of this Clause 14 or of any Technical Data or Software Services to third parties either under this Agreement or by an express prior written authorization and specifically, where the Buyer intends to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third Party”), the Buyer will notify the Seller of such intention prior to any disclosure of this Clause 14 and/or the Technical Data and/or the Software Services to such Third Party.

The Buyer hereby undertakes to cause such Third Party to agree to be bound by the conditions and restrictions set forth in this Clause 14 with respect to the disclosed Clause, Technical Data or Software Services and will in particular cause such Third Party to enter into a confidentiality agreement with the Seller and appropriate licensing conditions, and to commit to use the Technical Data solely for the purpose of maintaining the Buyer’s Aircraft and the Software Services exclusively for processing the Buyer’s data.

14.16                                                            Transferability

Without prejudice to Clause 21.1, 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 will, 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                                                                                SELLER REPRESENTATIVE SERVICES

The Seller will provide, […***…] to the Buyer the services described in this Clause 15, at the Buyer’s main base or at other locations to be mutually agreed.

15.1                                                                    Customer Support Representative(s)

15.1.1                                                     The Seller will provide […***…] to the Buyer the services of Seller customer support representative(s), set forth in Appendix A to this Clause 15 (each a “Seller Representative”), at the Buyer’s main base or such other locations as the parties may agree.

15.1.2                                                     In providing the services as described hereabove, any Seller Representatives, or any Seller employee(s) providing services to the Buyer hereunder, are deemed to be acting in an advisory capacity only and at no time will they be deemed to be acting as Buyer’s employees, contractors or agents, either directly or indirectly.

15.1.3                                                     The Seller will provide to the Buyer an annual written accounting of the consumed man-months and any remaining man-month balance from the allowance specified in Appendix A to this Clause 15. Such accounting will be deemed final and accepted by the Buyer unless the Seller receives a written objection from the Buyer […***…].

15.1.4                                                     If a need for aircraft-on-ground (“AOG”) technical assistance after the end of the Seller Representative’s assignment referred to in Appendix A to this Clause 15, the Buyer will have non-exclusive access to:

(a)                   AIRTAC (Airbus Technical AOG Center); or

(b)                  The Seller representative network closest to the Buyer’s main base. A list of contacts of the Seller Representatives closest to the Buyer’s main base will be provided to the Buyer.

As a matter of reciprocity, the Buyer agrees that Seller Representative(s) may provide services to other airlines during any assignment with the Buyer.

15.1.5                                                        Should the Buyer request Seller Representative services exceeding the allocation specified in Appendix A to this Clause 15, the Seller may provide such additional services subject to terms and conditions to be mutually agreed.

15.1.6                                                        The Seller will cause similar services to be provided by representatives of the Propulsion System Manufacturer and Suppliers, when necessary and applicable.

15.2                                                                    Buyer’s Support

15.2.1                                                        From the date of arrival of the first Seller Representative and for the duration of the assignment, the Buyer will provide free of charge a suitable, lockable office, conveniently located with respect to the Buyer’s maintenance facilities, with complete office furniture and equipment including telephone, internet, email and facsimile connections for the sole use of the Seller Representative(s). All related communication costs will be borne by the Seller upon receipt by the Seller of all relevant justifications; however the Buyer will not impose on the Seller any charges other than the direct cost of such communications.

15.2.2                                                     The Buyer will reimburse the Seller for the costs of the initial and termination assignment travel of the Seller Representatives, which will consist of one (1) confirmed ticket […***…] to and from ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇.

15.2.3                                                     […***…]

15.2.4                                                     If the Buyer requests any Seller Representative to travel on business to a city other than his usual place of assignment, the Buyer will be responsible for all related transportation costs and expenses.

15.2.5                                                     Absence of an assigned Seller Representative during normal statutory vacation periods will be covered by other seller representatives on the same conditions as those described in Clause 15.1.4, and such services will be counted against the total allocation provided in Appendix A hereto.

15.2.6                                                     The Buyer will assist the Seller in obtaining from the civil authorities of the Buyer’s country those documents that are necessary to permit the Seller Representative to live and work in the Buyer’s country. Failure of the Seller to obtain the necessary documents will relieve the Seller of any obligation to the Buyer under the provisions of Clause 15.1.

15.2.7                                                     The Buyer will reimburse to the Seller charges, taxes, duties, imposts or levies of any kind whatsoever, imposed by the authorities of the Buyer’s country upon:

(i)                                  the entry into or exit from the Buyer’s country of the Seller Representatives and their families,

(ii)                              the entry into or the exit from the Buyer’s country of the Seller Representatives and their families’ personal property,

(iii)                       the entry into or the exit from the Buyer’s country of the Seller’s property, for the purpose of providing the Seller Representatives services.

15.3                                                                    Withdrawal of the Seller Representative

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

APPENDIX A TO CLAUSE 15

SELLER REPRESENTATIVE ALLOCATION

The Seller Representative allocation provided to the Buyer pursuant to Clause 15.1 is set forth below.

1                                        The Seller will provide to the Buyer one (1) Seller Representative at the Buyer’s main base or at other locations to be mutually agreed […***…].

2                                        Seller Representative services will include initial Aircraft entry into service assistance and sustaining support services.

3                                        The number of the Seller Representatives assigned to the Buyer at any one time will be mutually agreed […***…].

16 -                                                                       TRAINING SUPPORT AND SERVICES

16.1                                                                    General

16.1.1                                                        This Clause 16 sets forth the terms and conditions for the supply of training support and services for the Buyer’s personnel to support the Aircraft operation.

16.1.2                                                        The range, quantity and validity of training to be provided […***…] under this Agreement are covered in Appendix A to this Clause 16.

16.1.3                                                        Scheduling of training courses covered in Appendix A will be mutually agreed during a training conference (the “Training Conference”) that will be held no later than […***…] prior to Delivery of the first Aircraft.

16.2                                                                    Training Location

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

16.2.2                                                        If the unavailability of facilities or scheduling difficulties make training by the Seller at any Seller’s Training Center impractical, the Seller will ensure that the Buyer is provided with such training at another location designated by the Seller.

16.2.3.1                                            Upon the Buyer’s request, the Seller may also provide certain training at a location other than the Seller’s Training Centers, including one of the Buyer’s bases, if and when practicable for the Seller, under terms and conditions to be mutually agreed upon. […***…]

16.2.3.2                                            If the Buyer requests training at a location as indicated in Clause 16.2.3.1 and requires such training to be an Airbus approved course, the Buyer undertakes that the training facilities will be approved prior to the performance of such training. The Buyer will, as necessary and with adequate time prior to the performance of such training, provide access to the training facilities set forth in Clause 16.2.3.1 to the Seller’s and the competent Aviation Authority’s representatives for approval of such facilities.

16.3                                                                    Training Courses

16.3.1                                                        Training courses will be as described in the Seller’s customer services catalog (the “Seller’s Customer Services Catalog”). The Seller’s Customer Services Catalog also sets forth the minimum and maximum number of trainees per course.

All training requests or training course changes made outside of the scope of the Training Conference will be submitted by the Buyer with a minimum of […***…] prior notice.

16.3.2                                                        The following terms and conditions will apply to training performed by the Seller:

(i)                      Training courses will be the Seller’s standard courses as described in the Seller’s Customer Services Catalog valid at the time of execution of the course. The Seller will 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, such training equipment does not include provision of aircraft for the purpose of performing training,

(ii)                  The training equipment and the training curricula used for the training of flight, cabin and maintenance personnel will not be fully customized but will be configured in order to obtain the relevant Aviation Authority’s approval and to support the Seller’s training programs.

(iii)              Training data and documentation for trainees receiving the training at the Seller’s Training Centers will be provided free of charge. Training data and documentation will be marked “FOR TRAINING ONLY” and as such are supplied for the sole and express purpose of training; training data and documentation will not be revised.

16.3.3                                                        When the Seller’s training courses are provided by the Seller’s instructors (individually an “Instructor” and collectively “Instructors”) the Seller will deliver a Certificate of Recognition or a Certificate of Course Completion (each a “Certificate”) or an attestation (an “Attestation”), as applicable, at the end of any such training course. Any such Certificate or Attestation will not represent authority or qualification by any Aviation Authority but may be presented to such Aviation Authority in order to obtain relevant formal qualification.

In the event of training courses being provided by a training provider selected by the Seller as set forth in Clause 16.2.2, the Seller will cause such training provider to deliver a Certificate or Attestation, which will not represent authority or qualification by any Aviation Authority, but may be presented to such Aviation Authority in order to obtain relevant formal qualification.

16.3.4.1                                         Should the Buyer wish to exchange any of the training courses provided under Appendix A hereto, the Buyer will place a request for exchange to this effect with the Seller. The Buyer may exchange, subject to the Seller’s confirmation, the training allowances granted under Appendix A of the present Agreement as follows:

(i)                     flight operations training courses listed in Article 1 of Appendix A may be exchanged for any flight operations training courses described in the Seller’s Customer Services Catalog current at the time of the Buyer’s request;

(ii)                 maintenance training courses listed in Article 3 of Appendix A may be exchanged for any maintenance training courses described in the Seller’s Customer Services Catalog current at the time of the Buyer’s request;

(iii)             should any one of the allowances granted thereunder (flight operations or maintenance) have been fully drawn upon, the Buyer will be entitled to exchange flight operations or maintenance training courses as needed against the remaining allowances.

The exchange value will be based on the Seller’s “Training Course Exchange Matrix” applicable at the time of the request for exchange and provided to the Buyer at such time.

It is understood that the above provisions will apply to the extent that training allowances granted under Appendix A remain in credit to the full extent necessary to perform the exchange.

All requests to exchange training courses will be submitted by the Buyer with a minimum of […***…] prior notice. The requested training will be subject to the Seller’s then existing planning constraints.

16.3.4.2                                            Should the Buyer use none or only part of the training to be provided pursuant to this Clause 16, no compensation or credit of any nature will be provided.

16.3.5.1                                         Should the Buyer decide to cancel or reschedule a training course, fully or partially, and irrespective of the location of the training, a minimum advance notification of at least sixty (60) calendar days prior to the relevant training course start date is required.

16.3.5.2                                            If the notification occurs less than sixty (60) but more than forty-five (45) calendar days prior to such training, a cancellation fee corresponding […***…] will be, as applicable, either deducted from the training allowance defined in Appendix A or invoiced at the Seller’s then applicable price.

16.3.5.3                                         If the notification occurs less than forty five (45) calendar days prior to such training, a cancellation fee corresponding to […***…] will be, as applicable, either deducted from the training allowance defined in Appendix A or invoiced at the Seller’s then applicable price.

16.3.5.4                                         All courses exchanged under Clause 16.3.4.1 will remain subject to the provisions of this Clause 16.3.5.

16.4                                                                    Prerequisites and Conditions

16.4.1                                                     Training will be conducted in English and all training aids used during such training will be written in English using common aeronautical terminology.

16.4.2                                                     The Buyer hereby acknowledges that all training courses conducted pursuant to this Clause 16 are “Standard Transition Training Courses” and not “Ab Initio Training Courses”.

16.4.3                                                     Trainees will have the prerequisite knowledge and experience specified for each course in the Seller’s Customer Services Catalog.

16.4.4.1                                         The Buyer will be responsible for the selection of the trainees and for any liability with respect to the entry knowledge level of the trainees.

16.4.4.2                                         The Seller reserves the right to verify the trainees’ proficiency and previous professional experience.

16.4.4.3                                         The Seller will provide to the Buyer during the Training Conference an “Airbus Pre-Training Survey” for completion by the Buyer for each trainee.

The Buyer will provide the Seller with an attendance list of the trainees for each course, with the validated qualification of each trainee, at the time of reservation of the training course and in no event any later than sixty (60) calendar days before the start of the training course. The Buyer will 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, such trainee will be withdrawn from the program or directed through a relevant entry level training (ELT) program, which will be at the Buyer’s expense.

16.4.4.4                                            If the Seller determines at any time during the training that a trainee lacks the required level, following consultation with the Buyer, such trainee will be withdrawn from the program or, upon the Buyer’s request, the Seller may be

consulted to direct the above mentioned trainee(s), if possible, to any other required additional training, which will be at the Buyer’s expense.

16.4.5                                                        The Seller will in no case warrant or otherwise be held liable for any trainee’s performance as a result of any training provided.

16.5                                                                    Logistics

16.5.1                                                        Trainees

16.5.1.1                                            […***…]

16.5.1.2                                         It will be the responsibility of the Buyer to make all necessary arrangements relative to authorizations, permits and/or visas necessary for the Buyer’s trainees to attend the training courses to be provided hereunder. Rescheduling or cancellation of courses due to the Buyer’s failure to obtain any such authorizations, permits and/or visas will be subject to the provisions of Clauses 16.3.5.1 thru 16.3.5.3.

16.5.2                                                     Training at External Location - Seller’s Instructors

16.5.2.1.1                             In the event of training being provided at the Seller’s request at any location other than the Seller’s Training Centers, as provided for in Clause 16.2.2, the expenses of the Seller’s Instructors will be borne directly by the Seller.

16.5.2.1.2                                In the event of training being provided by the Seller’s Instructor(s) at any location other than the Seller’s Training Centers at the Buyer’s request, the Buyer will reimburse the Seller for all the expenses related to the assignment of such Seller Instructors and the performance of their duties as aforesaid.

16.5.2.2                                            Living Expenses

Except as provided for in Clause 16.5.2.1.1 above, the Buyer will reimburse the Seller the living expenses for each Seller Instructor and/or other Seller’s personnel providing support under this Clause 16, covering the entire period from his day of departure from his main base to day of return to such base at the perdiem rate set forth in the Seller’s Customer Services Catalog current at the time of the corresponding training or support.

Such perdiem will include, but will not be limited to, lodging, food and local transportation to and from the place of lodging and the training course location.

16.5.2.3                                           Air Travel

Except as provided for in Clause 16.5.2.1.1 above, the Buyer will reimburse the Seller for the airfares for each Seller Instructor and/or other Seller’s personnel providing support under this Clause 16, […***…] to and from the Buyer’s designated training site and the Seller’s Training Centers, as such airfares are set forth in the Seller’s Customer Services Catalog current at the time of the corresponding training or support.

16.5.2.4                                            Buyer’s Indemnity

Except in case of gross negligence or willful misconduct of the Seller, the Seller will not be held liable to the Buyer for any delay or cancellation in the performance of any training outside of the Seller’s Training Centers associated with any transportation described in this Clause 16.5.2, and the Buyer will indemnify and hold harmless the Seller from any such delay and/or cancellation and any consequences arising therefrom.

16.5.3                                                        Training Material and Equipment Availability - Training at External Location

Training material and equipment necessary for course performance at any location other than the Seller’s Training Centers or the facilities of a training provider selected by the Seller will be provided by the Buyer at its own cost in accordance with the Seller’s specifications.

Notwithstanding the foregoing, should the Buyer request the performance of a course at another location as per Clause 16.2.3.1, the Seller may, upon the Buyer’s request, provide the training material and equipment necessary for such course’s performance. Such provision will be at the Buyer’s expense.

16.6                                                                    Flight Operations Training

The Seller will provide training for the Buyer’s flight operations personnel as further detailed in Appendix A to this Clause 16, including the courses described in this Clause 16.6.

16.6.1                                                        Flight Crew Training Course

The Seller will perform a flight crew training course program for the Buyer’s flight crews, each of which will consist of […***…] crew members, who will be either captain(s) or first officer(s).

16.6.2                                                        Base Flight Training

16.6.2.1                                            The Buyer will provide at its own cost its delivered Aircraft, or any other aircraft it operates, for any base flight training, which will consist of one (1) session per

pilot, performed in accordance with the related Airbus training course definition (the “Base Flight Training”).

16.6.2.2                                            Should it be necessary to ferry the Buyer’s delivered Aircraft to the location where the Base Flight Training will take place, the additional flight time required for the ferry flight to and/or from the Base Flight Training field will not be deducted from the Base Flight Training time.

16.6.2.3                                            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 will take place will be performed by a crew composed of the Seller’s and/or the Buyer’s qualified pilots, in accordance with the relevant Aviation Authority’s regulations related to the place of performance of the Base Flight Training.

16.6.3                                                        Flight Crew Line Initial Operating Experience

In order to assist the Buyer with initial operating experience after Delivery of the first Aircraft, the Seller will provide to the Buyer pilot Instructor(s) as set forth in Appendix A to this Clause 16.

Should the Buyer request, subject to the Seller’s consent, such Seller pilot Instructors to perform any other flight support during the flight crew line initial operating period, such as but not limited to line assistance, demonstration flight(s), ferry flight(s) or any flight(s) required by the Buyer during the period of entry into service of the Aircraft, it is understood that such flight(s) will be deducted from the flight crew line initial operating experience allowance set forth in Appendix A hereto.

It is hereby understood by the Parties that the Seller’s pilot Instructors will only perform the above flight support services to the extent they bear the relevant qualifications to do so.

16.6.4                                                        Type Specific Cabin Crew Training Course

The Seller will provide type specific training for cabin crews at one of the locations defined in Clause 16.2.1.

If the Buyer’s Aircraft is to incorporate special features, the type specific cabin crew training course will be performed no earlier than […***…] before the scheduled Delivery Date of the Buyer’s first Aircraft.

16.6.5                                                       Training on Aircraft

During any and all flights performed in accordance with this Clause 16.6, the Buyer will bear full responsibility for the aircraft upon which the flight is performed, including but not limited to any required maintenance, all expenses such as fuel, oil or landing fees and the provision of insurance in line with Clause 16.13.

The Buyer will assist the Seller, if necessary, in obtaining the validation of the licenses of the Seller’s pilots performing Base Flight Training or initial operating experience by the Aviation Authority of the place of registration of the Aircraft.

16.7                                Performance / Operations Courses

The Seller will provide performance/operations training for the Buyer’s personnel as defined in Appendix A to this Clause 16.

The available courses will be listed in the Seller’s Customer Services Catalog current at the time of the course.

16.8                                                                    Maintenance Training

16.8.1                                                        The Seller will provide maintenance and engineering training for the Buyer’s ground personnel as further set forth in Appendix A to this Clause 16.

The available courses will be as listed in the Seller’s Customer Services Catalog current at the time of the course.

The practical training provided in the frame of maintenance training will be performed on the training devices in use in the Seller’s Training Centers.

16.8.2                                                        Practical Training on Aircraft

Notwithstanding Clause 16.8.1 above, upon the Buyer’s request, the Seller may provide Seller’s Instructors for the performance of practical training on aircraft (“Practical Training”).

Irrespective of the location at which the training takes place, the Buyer will provide at its own cost an aircraft for the performance of the Practical Training.

Should the Buyer require the Seller’s Instructors to provide Practical Training at facilities selected by the Buyer, such training will be subject to prior approval of the facilities by the Seller. All costs related to such Practical Training, including but not limited to the Seller’s approval of the facilities, will be borne by the Buyer.

The provision of a Seller Instructor for the Practical Training will be deducted from the trainee days allowance defined in Appendix A to this Clause 16, subject to the conditions detailed in Paragraph 4.4 thereof.

16.9                                                                    Supplier and Propulsion System Manufacturer Training

Upon the Buyer’s request, the Seller will provide to the Buyer the list of the maintenance and overhaul training courses provided by major Suppliers and the Propulsion System Manufacturer on their respective products.

16.10                                                            Proprietary Rights

All proprietary rights, including but not limited to patent, design and copyrights, relating to the Seller’s training data and documentation will remain with the Seller and/or its Affiliates and/or its Suppliers, as the case may be.

These proprietary rights will 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.

16.11                                                            Confidentiality

The Seller’s training data and documentation are designated as confidential and as such are provided to the Buyer for the sole use of the Buyer, for training of its own personnel, who undertakes not to disclose the content thereof in whole or in part, to any third party without the prior written consent of the Seller, save as permitted herein or otherwise pursuant to any government or legal requirement imposed upon the Buyer.

In the event of the Seller having authorized the disclosure of any training data and documentation to third parties either under this Agreement or by an express prior written authorization, the Buyer will cause such third party to agree to be bound by the same conditions and restrictions as the Buyer with respect to the disclosed training data and documentation and to use such training data and documentation solely for the purpose for which they are provided.

16.12                                                            Transferability

Without prejudice to Clause 20.1, the Buyer’s rights under this Clause 16 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent.

16.13                                                            Indemnities and Insurance

INDEMNIFICATION PROVISIONS AND INSURANCE REQUIREMENTS APPLICABLE TO THIS CLAUSE 16 ARE AS SET FORTH IN CLAUSE 19.

THE BUYER WILL PROVIDE THE SELLER WITH AN ADEQUATE INSURANCE CERTIFICATE PRIOR TO ANY TRAINING ON AIRCRAFT.

APPENDIX “A” TO CLAUSE 16

TRAINING ALLOWANCE

For the avoidance of doubt, all quantities indicated below are the total quantities granted for the […***…], unless otherwise specified.

The contractual training courses defined in this Appendix A will be provided […***…] under this Agreement.

[…***…]

Any deviation to said training delivery schedule will be mutually agreed between the Buyer and the Seller.

1                                                                                        FLIGHT OPERATIONS TRAINING

1.1                                                                            Flight Crew Training (standard transition course)

[…***…]

1.2                                                                            Flight Crew Line Initial Operating Experience

[…***…]

1.3                                                                            Type Specific Cabin Crew Training Course

[…***…]

1.4                                                                            Airbus Pilot Instructor Course (APIC)

[…***…]

2                                                                                        PERFORMANCE / OPERATIONS COURSE(S)

[…***…]

3                                                                                        MAINTENANCE TRAINING

[…***…]

4                                                                                        TRAINEE DAYS ACCOUNTING

[…***…]

17 -                                                                       EQUIPMENT SUPPLIER PRODUCT SUPPORT

17.1                                                                    Equipment Supplier Product Support Agreements

17.1.1                                                        The Seller shall at no charge to the Buyer transfer to the Buyer the Supplier Product Support Agreements transferable to the Buyer from Suppliers of seller furnished equipment listed in the Specification. These agreements are based on the “World Airlines Suppliers Guide” and include Supplier commitments contained in the Supplier Product Support Agreements, which include the following:

(i)                      Technical data and manuals required to operate, maintain, service and overhaul the Supplier Parts that shall (a) be prepared in accordance with the provisions of the applicable ATA Specification in accordance with Clause 14, (b) include revision service, and (c) be published in English.

(ii)                  Warranties, guarantees and, to the extent that any are assignable, indemnities, including Suppliers’ standard warranties […***…] and in the case of Suppliers of landing gear, service life policies for selected landing gear structures,

(iii)              Training to ensure efficient operation, maintenance and overhaul of the Supplier Parts for the Buyer’s instructors, shop and line service personnel,

(iv)              Spares data in compliance with ATA Specification 200 or 2000, initial provisioning recommendations, spares and logistics service, including routine and expedite deliveries, and

(v)                  Technical service to assist the Buyer with maintenance, overhaul, repair, operation and inspection of Supplier Parts as well as required tooling and spares provisioning.

17.2                                                                    Supplier Compliance

The Seller shall monitor Supplier compliance with and performance of support commitments defined in the Supplier Product Support Agreements through a dedicated supplier monitoring department.

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

17.4                                                                    Supplier Part Repair Stations

The Seller has developed with the Suppliers a comprehensive network of repair stations in the United States of America and Canada for those Supplier Parts originating from outside these countries. As a result, most Supplier Parts are repairable in the United States and Canada. The repair stations in the network are listed in the AOG and Repair Guide.

Supplier Parts that have to be forwarded to a repair station for repair shall be sent back to the Buyer with proper tagging as required by the FAA.

18 -                                                                       BUYER FURNISHED EQUIPMENT

18.1                                                                    Administration

18.1.1                                                        In accordance with the Specification and […***…], the Seller shall install the Buyer Furnished Equipment, provided that the Buyer Furnished Equipment is included in the Airbus BFE Catalog valid at the time the BFE Supplier is selected.

18.1.2                                                        The Seller shall advise the Buyer of the dates by which, in the planned release of engineering for the Aircraft, the Seller requires a written detailed engineering definition encompassing a Declaration of Design and Performance (the DDP), (the “BFE Definition”). The BFE Definition shall include the dimensions and weight of BFE, the information related to its certification and information necessary for the installation and operation thereof, including when available 3D computer models compatible with the Seller’s systems. The Buyer shall furnish or cause the BFE Suppliers to furnish such BFE Definition by the dates specified. Thereafter, no information, dimensions or weights shall be revised except by an SCN executed in accordance with Clause 2.

18.1.3                                                        The Seller shall also provide the Buyer in due time with a schedule of dates and shipping addresses for delivery of BFE, including additional spare BFE (if such spare BFE has been requested by the Seller) in order to permit installation of the BFE in the Aircraft and delivery of the Aircraft in accordance with the delivery schedule. The Buyer shall provide the BFE by such dates in a serviceable condition, to allow performance of any assembly, test, or acceptance process in accordance with the Seller’s industrial schedule.

The Buyer shall also arrange, when requested by the Seller, at the Seller’s facilities as applicable and needed, adequate field service, including support from BFE suppliers to act in a technical advisory capacity to the Seller in the installation, calibration and possible repair of any BFE.

18.1.4                                                        Without prejudice to the Buyer’s obligations hereunder, in order to facilitate the development of the BFE Definition, the Seller will organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within the defined timeframe.

[…***…]

18.1.5                                                        The BFE shall be imported into France or into Germany by the Buyer under a suspensive customs system (“Régime de l’entrepôt industriel pour fabrication coordonnée” or “Zollverschluss”) without application of any French or German tax or customs duty, and shall be Delivered at Place Unpaid (DAP) (as defined in Incoterms 2010: ICC Official Rules for the Interpretation of Trade Terms, published by the International Chamber of Commerce), to

AIRBUS OPERATIONS S.A.S.

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