LETTER AGREEMENT NO. 9

1.

DEFINITIONS

1.1

Clause 0 of the Agreement is amended to replace the definition of “Agreement” with the following quoted text:

1.2

Clause 0 of the Agreement is amended to replace the definition of “Delivery Location” with the following quoted text:

1.3

Clause 0 of the Agreement is amended to replace the definition of “Predelivery Payment” with the following quoted text:

1.4

Clause 0 of the Agreement is amended to insert the definition of “Republic” with the following quoted text:

1.5

Clause 0 of the Agreement is amended to insert the definition of “Subsidiary” with the following quoted text:

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

2.

CERTIFICATION

3.

TECHNICAL ACCEPTANCE

4.

DELIVERY

5.

EXCUSABLE DELAY AND TOTAL LOSS

6.

EXCUSABLE DELAY

7.

PATENT AND COPYRIGHT INDEMNITY

8.

BUYER FURNISHED EQUIPMENT

9.

INDEMNITIES AND INSURANCE

10.

TERMINATION

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11.

ASSIGNMENT AND TRANSFERS

12.

ASSIGNMENT

13.

CONFIDENTIALITY

14.

COUNTERPARTS

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Accepted and Agreed

REPUBLIC AIRWAYS HOLDINGS INC.

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇

Its:

President

7.

CERTIFICATION

7.1

Type Certification

7.2

Export Certificate of Airworthiness

7.3

Specification Changes before Aircraft Ready for Delivery

7.3.1

If, any time before the date on which an 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 that requires any change to the Specification for the purposes of obtaining the Export Certificate of Airworthiness (a “Change in Law”), the Seller will make the required modification and the parties hereto will sign an SCN pursuant to Clause 2.2.1.

7.3.2

The Seller will 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.

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7.3.3

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(i)

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(ii)

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7.3.4

7.3.5

Notwithstanding the provisions of Clause 7.3.3, if a Change in Law relates to an item of BFE or to the Propulsion System the costs related thereto will ***** and the Seller will have no obligation with respect thereto.

7.4

Specification Changes after Aircraft Ready For Delivery

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

8.

TECHNICAL ACCEPTANCE

8.1

Technical Acceptance Process

8.1.1

Prior to Delivery, the Aircraft will undergo a technical acceptance process developed by the Seller (the “Technical Acceptance Process”). ***** Completion of the Technical Acceptance Process will demonstrate the satisfactory functioning of the Aircraft and will be deemed to demonstrate compliance with the Specification. If an Aircraft is not in compliance with the Technical Acceptance Process requirements, the Seller will without hindrance from the Buyer carry out any necessary changes and, as soon as practicable thereafter, resubmit the Aircraft to such further Technical Acceptance Process as is necessary to demonstrate the elimination of the non-compliance.

8.1.2

The Technical Acceptance Process will:

(i)

commence on a date notified by the Seller to the Buyer not later than ***** notice prior thereto,

(ii)

take place at the Delivery Location,

(iii)

be carried out by the personnel of the Seller,

(iv)

include a technical acceptance flight that will ***** (the “Technical Acceptance Flight”), and

(v)

include a ground inspection.

8.2

Buyer’s Attendance

8.2.1

The Buyer is entitled to elect to attend the Technical Acceptance Process.

8.2.2

If the Buyer elects to attend the Technical Acceptance Process, the Buyer:

(i)

will comply with the reasonable requirements of the Seller, with the intention of completing the Technical Acceptance Process within *****, and

(ii)

may have a ***** of its representatives (no more than ***** of whom will 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 will comply with the instructions of the Seller’s representatives.

8.2.3

If, ***** the Buyer does not attend or fails to cooperate reasonably in the Technical Acceptance Process, the Seller will be entitled to complete the Technical Acceptance Process and the Buyer will be deemed to have accepted that the Technical Acceptance Process has been satisfactorily completed, in all respects.

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8.3

Certificate of Acceptance

8.4

Finality of Acceptance

8.5

Aircraft Utilization

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9.

DELIVERY

9.1

Delivery Schedule

Aircraft Rank

Scheduled Delivery

Quarter

Year

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Aircraft Rank

Scheduled Delivery

Quarter

Year

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Aircraft Rank

Scheduled Delivery

Quarter

Year

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9.2

Delivery Process

9.2.1

The Buyer will, when the Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the Aircraft from the Delivery Location, *****.

9.2.2

Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the Seller will deliver and 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). At Delivery, the Seller will provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness and such other documentation confirming transfer of title and receipt of the Final Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property in and risk of loss of or damage to the Aircraft will transfer to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale.

9.2.3

If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3, or (ii) pay the Balance of the Final Price of such Aircraft to the Seller and take Delivery of the Aircraft when required under Clause 9.2.1, then the Buyer will be deemed to have rejected Delivery wrongfully when such Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insurance), it being understood that the Seller will be under no duty to the Buyer to store, park, or otherwise protect such Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.

9.2.4

If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.

9.3

Flyaway

9.3.1

The Buyer and the Seller will cooperate to obtain any licenses that may be required by the Aviation Authority of the Delivery Location for the purpose of exporting the Aircraft.

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9.3.2

Immediately after Delivery of an Aircraft, the Seller shall provide to Buyer access to the Aircraft to allow Buyer to fly it away. *****. All expenses of, or connected with, flying the Aircraft from the Delivery Location after Delivery will be borne by the Buyer.

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10.

EXCUSABLE DELAY AND TOTAL LOSS

10.1

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10.2

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(i)

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(ii)

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(iii)

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(iv)

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(v)

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10.3

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10.3.1

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10.3.2

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10.3.3

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10.4

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10.5

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10.6

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10.7

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10.8

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11.

INEXCUSABLE DELAY

11.1

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11.1.1

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11.1.2

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11.1.3

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11.1.4

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11.2

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11.2.1

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11.2.2

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11.3

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13.

PATENT AND COPYRIGHT INDEMNITY

13.1

Indemnity

13.1.1

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(i)

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(ii)

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(a)

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(b)

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(iii)

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13.1.2

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(i)

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(ii)

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(iii)

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13.1.3

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(i)

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(ii)

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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 commenced 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 such suit or claim provided always that nothing in this sub-Clause (iii) will prevent the Buyer from paying such sums as may be required in order to obtain the release of the Aircraft, provided such payment is accompanied by a denial of liability and is made without prejudice;

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(iv)

fully co-operate with, and render all such assistance to, the Seller as may be pertinent to the defense or denial of the suit or claim;

(v)

act in such a way as to mitigate damages, costs and expenses and / or reduce the amount of royalties which may be payable, *****.

13.2.2

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

13.2.3

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

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

18.

BUYER FURNISHED EQUIPMENT

18.1

Administration

18.1.1

In accordance with the Specification, the Seller will install those items of equipment that are identified in the Specification as being furnished by the Buyer (“Buyer Furnished Equipment” or “BFE”), provided that the BFE and the supplier of such BFE (the “BFE Supplier”) are referred to in the Airbus BFE Product Catalog valid at the time the BFE Supplier is selected.

18.1.2

Notwithstanding the foregoing and without prejudice to Clause 2.4, if the Buyer wishes to install BFE manufactured by a supplier who is not referred to in the Airbus BFE Product Catalog, the Buyer will so inform the Seller and the Seller will conduct a feasibility study of the Buyer’s request, in order to consider approving such supplier, provided that such request is compatible with the Seller’s industrial planning and the associated Scheduled Delivery Month for the applicable Aircraft. In addition, it is a prerequisite to such approval that the considered supplier be qualified by the Seller’s Aviation Authorities to produce equipment for installation on civil aircraft. ***** in considering any approval of a supplier by the Seller under this Clause 18.1.2. The Buyer will cause any BFE supplier approved under this Clause 18.1.2 (each an “Approved BFE Supplier”) to comply with the conditions set forth in this Clause 18 and specifically Clause 18.2.

18.1.3

The Seller will advise the Buyer of the dates by which, in the planned release of engineering for the Aircraft, the Seller requires from each BFE Supplier a written detailed engineering definition encompassing a Declaration of Design and Performance (the “BFE Engineering Definition”). The Seller will reasonably provide to the Buyer and/or the BFE Supplier(s), the interface documentation necessary for development of the BFE Engineering Definition.

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

18.1.4

The Seller will also provide in due time to the Buyer a schedule of dates and the shipping addresses for delivery of the BFE and, where reasonably requested by the Seller, additional spare BFE to permit installation in the Aircraft in a timely manner. The Buyer will provide, or cause the BFE Suppliers to provide, the BFE by such dates in a serviceable condition. The Buyer will, upon the Seller’s request, provide to the Seller dates and references of all BFE purchase orders placed by the Buyer.

18.1.5

Without prejudice to the Buyer’s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller will organize meetings between the Buyer and BFE Suppliers on reasonable advance notice. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within a timeframe reasonably specified by the Seller.

(i)

to monitor the BFE Suppliers and seek to ensure that they will enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart;

(ii)

that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer will allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft;

(iii)

for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely:

(a)

Preliminary Design Review (“PDR”),

(b)

Critical Design Review (“CDR”);

(iv)

to attend the First Article Inspection (“FAI”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer will delegate the FAI to the BFE Supplier thereof and confirmation thereof will be supplied to the Seller in writing;

(v)

to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer will delegate the SI to the BFE Supplier and confirmation thereof will be supplied to the Seller in writing. Should the Buyer not attend the SI, the Buyer will be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI.

18.1.6

The BFE will be imported into France or into Germany by the Buyer under a suspensive customs system (Régime de l’entrepôt douanier ou régime de perfectionnement actif or Zollverschluss) without application of any French or German tax or customs duty, and will be delivered on a DDU basis, to the following shipping addresses as designated by the Seller to the Buyer in a reasonable time period prior to the planned arrival date:

18.2

Applicable Requirements

(i)

be manufactured by either a BFE Supplier referred to in the Airbus BFE Product Catalog or an Approved BFE Supplier, and

(ii)

meet the requirements of the applicable Specification of the Aircraft, and

(iii)

be delivered with the relevant certification documentation, including but not limited to the DDP, and

(iv)

comply with the BFE Engineering Definition, and

(v)

comply with applicable requirements incorporated by reference to the Type Certificate and listed in the Type Certificate Data Sheet, and

(vi)

be approved by the Aviation Authority issuing the Export Certificate of Airworthiness and by the Buyer’s Aviation Authority for installation and use on the Aircraft at the time of Delivery of the Aircraft, and

(vii)

not infringe any patent, copyright or other intellectual property right of the Seller or any third party, and

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(viii)

not be subject to any legal obligation or other encumbrance that may prevent, hinder or delay the installation of the BFE in the Aircraft and/or the Delivery of the Aircraft.

18.3

Buyer’s Obligation and Seller’s Remedies

18.3.1

Any delay or failure by the Buyer or the BFE Suppliers in:

(i)

complying with the foregoing warranty or in providing the BFE Engineering Definition or field service mentioned in Clause 18.1.4, or

(ii)

furnishing the BFE in a serviceable condition at the requested delivery date, or

(iii)

obtaining any required approval for such BFE equipment under the above mentioned Aviation Authorities’ regulations,

18.3.2

In addition, in the event of any delay or failure mentioned in 18.3.1 above, the Seller, in consultation with the Buyer, may:

(i)

select, purchase and install equipment similar to the BFE at issue, in which event the Final Price of the affected Aircraft will also be increased by the purchase price of such equipment plus reasonable costs and expenses incurred by the Seller for handling charges, transportation, insurance, packaging and, if so required and not already provided for in the Final Price of the Aircraft, for adjustment and calibration; or

(ii)

if the BFE is delayed by more than ***** beyond, or is not approved within ***** of the dates specified in Clause 18.1.4, deliver the Aircraft without the installation of such BFE, notwithstanding applicable terms of Clauses 7 and 8, and the Seller will thereupon be relieved of all obligations to install such equipment.

18.4

Title and Risk of Loss

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18.5

Disposition of BFE Following Termination

18.5.1

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18.5.2

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18.5.3

The Buyer will cooperate with the Seller in facilitating the sale of BFE pursuant to Clause or 18.5.2 and will be responsible for, *****. The Buyer will reimburse the Seller to the extent required under the preceding sentence within ***** of receiving documentation of such costs from the Seller.

18.5.4

The Seller will notify the Buyer as to those items of BFE not sold by the Seller pursuant to Clause 18.5.1 or 18.5.2 above and, at the Seller’s request, the Buyer will undertake to remove such items from the Seller’s facility within ***** of the date of such notice. The Buyer will have no claim against the Seller for damage, loss or destruction of any item of BFE removed from the Aircraft and not removed from Seller’s facility within such period. *****

18.6

The Buyer will have no claim against the Seller for damage to or destruction of any item of BFE damaged or destroyed in the process of being removed from the Aircraft, provided that the Seller has used reasonable care in such removal.

18.7

The Buyer will grant the Seller title to any BFE items that cannot be removed from the Aircraft without causing damage to the Aircraft or rendering any system in the Aircraft unusable.

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

19.

INDEMNITIES AND INSURANCE

19.1

Seller’s Indemnities

(i)

claims for injuries to, or death of, the Seller’s directors, officers, agents or employees, or loss of, or damage to, property of the Seller or its employees when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and

(ii)

claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to the Technical Acceptance Flights.

19.2

Buyer’s Indemnities

(i)

claims for injuries to, or death of, the Buyer’s directors, officers, agents or employees, or loss of, or damage to, property of the Buyer or its employees, when such Losses occur during or are incidental to either party’s exercise of any right or performance of any obligation under this Agreement, and

(ii)

claims for injuries to, or death of, third parties, or loss of, or damage to, property of third parties, occurring during or incidental to (a) the provision of Seller Representatives services under Clause 15 including services performed on board the aircraft or (b) the provision of Aircraft Training Services to the Buyer.

19.3

Notice and Defense of Claims

19.4

Insurance

19.4.1

For all Aircraft Training Services, to the extent of the Buyer’s undertaking set forth in Clause 19.2, the Buyer will:

(i)

cause the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents and employees to be named as additional insured under the Buyer’s Comprehensive Aviation Legal Liability insurance policies (in accordance with AVN67B and AVN2001 and 2002 or applicable successor policy thereof or, as the case may be, equivalent endorsements reasonably satisfactory to the Seller). Such insurances shall include war, passenger legal liability, property damage, aircraft third party and airlines general third party legal (including products) liability, and

(ii)

with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents, employees and insurers; provided however, in lieu of any war risk insurance, the Buyer may provide insurance or an indemnity issued by the US Government.

19.4.2

Any applicable deductible will be borne by the Buyer. The Buyer will furnish to the Seller, not less than ***** prior to the start of any Aircraft Training Services, certificates of insurance, in English, evidencing the limits of liability cover and period of insurance coverage in a form reasonably acceptable to the Seller from the Buyer’s insurance broker(s), certifying that such policies have been endorsed as follows:

(i)

under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s policies are primary and non-contributory to any insurance maintained by the additional insureds,

(ii)

such insurance can only be cancelled or coverage substantially changed which adversely affects the interests of any additional insureds by the giving of not less

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(iii)

under any such cover, all rights of subrogation against the additional insureds have been waived.

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20.

TERMINATION

20.1

Termination Events

(1)

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(2)

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(3)

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(4)

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(5)

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(6)

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(7)

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(8)

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20.2

Remedies in Event of Termination

20.2.1

If a Termination Event occurs, the Buyer will be in material breach of this Agreement, and the Seller can elect any of the following remedies to the extent permitted under applicable law:

A.

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B.

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C.

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D.

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20.2.2

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A.

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B.

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C.

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20.2.3

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20.3

Notice of Termination Event

20.4

Information Covenants

a.

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b.

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c.

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d.

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e.

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20.5

Nothing contained in this Clause 20 will be deemed to waive or limit the Seller’s rights or ability to request adequate assurance under Article 2, Section 609 of the Uniform Commercial Code (the “UCC”). It is further understood that any commitment of the Seller or the Propulsion Systems manufacturer to provide financing to the Buyer shall not constitute adequate assurance under Article 2, Section 609 of the UCC.

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21.

ASSIGNMENTS AND TRANSFERS

21.1

Assignments

21.2

Assignments on Sale, Merger or Consolidation

(i)

the surviving or acquiring entity is organized and existing under the laws of the United States;

(ii)

the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s obligations under this Agreement;

(iii)

at the time, and after giving effect to the consummation, of the merger, consolidation or sale, no Termination Event exists or will have occurred and be continuing;

(iv)

the surviving or acquiring entity ***** is an air carrier holding an operating certificate issued by the FAA at the time, and immediately following the consummation, of such sale, merger or consolidation; and

(v)

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21.3

Designations by Seller

21.4

Transfer of Rights and Obligations upon Reorganization

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21.5

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