SYNOPSIS PARTIES CONSIDERATION COVENANTS ENTERED INTO BY THE LESSEE COVENANTS BY THE LESSOR PROVISO FOR RE-ENTRY PRECEDENTS • Agreement of Lease
Parties A lease must be executed by both lessor and lessee. An instrument signed by the lessor alone or lessee alone, in the eyes of law, would be a mere agreement to lease. It was general practice in Punjab that a lease was executed solely by a lessee. This practice was rendered illegal by the Transfer of Property Amendment Act, 1929, which had added third paragraph to section 107. This paragraph runs as follows:— “Where a lease of immovable property is made by a registered instrument such instrument, or where there are more instruments than one, each such instrument shall be executed by both the lessor and lessee”. Consideration Consideration for lease would be the rent reserved or payable thereunder as well as under the covenants entered into by the lessee. Covenants entered into by the lessee These covenants vary according to the nature of the property leased and the purpose for which the lease is made. More important of these may be summarized: (i) Covenant to pay a rent on a fixed period; (ii) Covenant to repair; The lessor is under no liability to repair the lease-hold premises in the absence of a covenant to the contrary. Section 108(m) of the Transfer of Property Act, shows that the liability to repair is that of the lessee. If a lessor who is liable to make, within a reasonable time after notice, any repairs which he is bound to make, to the property, the lessee may make
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(iv) (v) (vi) (vii) (viii)
the same himself and deduct the expenses of such repairs with interest from the rent or otherwise recover it from lessor, (section 108(f), Transfer of Property Act); Covenant not to sublet or assign the lease without the written consent of the lessor; If there is a condition of forfeiture in the lease on branch of this covenant and the lessee commits default, the lessor is entitled to enforce this condition and the court cannot believe him. (See section 114A, Transfer of Property Act); Covenant to pay rates and taxes but not the property tax which generally falls on the landlord; to permit the lessor or his servants to enter at reasonable time to inspect the condition of the property; Not to commit any nuisance or noisome trade or business; To insure; After the expiry of the term of the lease to hand over the lease hold premises in as good condition as it was at the beginning of the lease barring ordinary wear and tear.
Covenants by the lessor This generally provides that if the lessee performs the covenants entered into by him, he will have quiet and undisturbed possession without any interruption by the lessor of any person claiming through him. Proviso for re-entry This is the forfeiture clause. This provides that if the lessee does not pay the rent reserved or commits default in observing or performing other terms, the lessor may avoid the lease and enter into possession. The forfeiture clause about non-payment of rent must be read in the light of provision of section 114 of the Transfer of Property Act, according to which the court has discretion to grant relief to the lessee under certain circumstances. Section 114A of the said Act, requires the lessor before enforcing such a clause in other cases to serve the lessee with a notice specifying the particular breach complained of and requiring him remedy if it is capable of remedy and it is only when he failed, that a suit for enforcing such a condition can lie. Agreement of Lease This Agreement made at .................... (Name of the place) on this ....................20....., BETWEEN Alpha, residing at .................... (address), hereinafter referred to as the ‘LESSOR’ of the one Part AND Beta, .................... S/o Gama, residing at .................... (address), hereinafter referred to as the ‘LESSEE’ of the other Part; WHEREAS the Lessor is the lawful owner of, and otherwise well sufficiently entitled to .................... (address), falling in the category, .................... (name of
the category of flat) and comprising of two bedrooms, one hall, one dining room, one kitchen, two bathrooms and one scooter garage on the ground floor hereinafter referred to as the ‘said premises’; AND WHEREAS the Lessee being in need of an accommodation, approached the Lessor with a request to permit the Lessee to occupy the said premises on lease for a temporary period and for purposes of residential use for a period of Twelve (12) months commencing from.................... 20..... AND WHEREAS the Lessor has agreed to allow the Lessee to use and occupy the said premises for the above period of .................... months; AND WHEREAS the Lessor has necessary permission of the concerned authorities for this lease and will pay any charges, if any; NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS UNDER: 1. That the Lessor hereby grant to the Lessee, the right to enter into and use and remain in the said premises alongwith the existing fixtures and fittings listed in the Annexure 1 to this Agreement and that the Lessee shall be entitled to peacefully possess, and enjoy possession of the said premises, and the other rights herein. 2. That the lease hereby granted shall, unless cancelled earlier under any provision of this Agreement, remain in force for a period of .................... months. The Parties however shall have the right to extend the lease for a period of .................... months with mutual consent. 3. That the Lessee will have the option to terminate this lease by giving one month’s notice in writing to the Lessor. 4. That the Lessee shall have no right to create any sub-lease or assign or transfer in any manner the lease or give to any one the possession of the said premises or any part thereof, except for his family. 5. That the Lessee shall use the said premises only for residential purposes. 6. That the Lessor shall, before handing over the said premises, ensure the working of sanitary, electrical and water supply connections and other fittings pertaining to the said premises. It is agreed that it shall be the responsibility of the Lessor for their return in the working condition at the time of re-possession of the said premises (reasonable wear and tear and loss or damage by fire, flood, rains, accident, irresistible force or act of God excepted). 7. That the Lessee is not authorised to make any alterations in the construction of the said premises. The Lessee may however install and remove his own fittings and fixtures, provided this is done without causing any excessive damage or loss to the said premises. 8. That the day to day repair jobs such as fuse blow out, replacement of light bulbs/tubes, leakage of water taps, maintenance of the water pump and other minor repairs, etc., shall be effected by the Lessee at its own cost, and any major repairs, either structural or to the electrical or water
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connection, plumbing leaks, water seepage shall be attended to by the Lessor. In the event of the Lessor failing to carry out the repairs on receiving notice from the Lessee, the Lessee shall undertake the necessary repairs and the Lessor will be liable to immediately reimburse costs incurred by the Lessee. That the Lessee shall be entitled to install air conditioners, water pumps, telephone, room coolers, TV Antenna/cable connection, etc., at its own cost in the demised Premises and make any alteration to the Demised Premises for the purpose of such installation. The Lessor hereby agrees to provide sufficient electrical power to install and run such appliances. That the Lessor or its duly authorised agent shall have the right to enter into or upon the said premises or any part thereof at a mutually arranged convenient time for the purpose of inspection with a minimum 24 hours notice. That the Lessee shall use the said premises along with its fixtures and fittings in careful and responsible manner and shall hand over the premises to the Lessor in working condition (reasonable wear and tear and loss or damage by fire, flood, rains, accidents, irresistible force or act of God excepted). That in consideration of use of the said premises the Lessee agrees that he shall pay to the Lessor during the period of this agreement, a monthly rent at the rate of Rs. .................... (amount in figure) Rupees .................... (amount in word). The amount will be paid in advance on or before the .................... day of english calendar month. That in addition to the compensation mentioned above, the Lessee shall pay the actual electricity and water bills for the period of the agreement directly to the authorities concerned. The relevant ‘start date’ meter readings are those set out in Annexure 1 of this Agreement. That the Lessee has paid to the Lessor a sum of Rs..................... (Amount in figure Rupees .................... (amount in words) as deposit, free of interest, which the Lessor does accept and acknowledge. This deposit is for the due performance and observance of the terms and conditions of this Agreement. The deposit shall be returned to the Lessee simultaneously with the Lessee vacating the said premises. In the event of failure on the part of the Lessor to refund the said deposit amount to the Lessee as aforesaid, the Lessee shall be entitled to continue to use and occupy the said premises without payment of any rent until the Lessor refunds the said amount with interest @ 24% p.a. from the date the Lessee offered to vacate the said premises till the date of refund of the deposit to the Lessee (without prejudice to the Lessee’s rights and remedies in law to recover the deposit). That the Lessor shall be responsible for the payment of all taxes and levies pertaining to the said premises including but not limited to House Tax, Property Tax, other cesses, if any, and any other statutory taxes, levied by the .................... (name of corporation) and other Government
Departments. During the term of this Agreement, the Lessor shall comply with all rules, regulations and requirements of any statutory authority, the .................... (name of corporation) and other Government Departments, and any local, State or Central Governmental authority in relation to the said premises. IN WITNESS WHEREOF, the parties hereto have set their hands on the day and year first hereinabove mentioned. SIGNED AND DELIVERED BY Alpha IN THE PRESENCE OF: SIGNED AND DELIVERED BY Beta IN THE PRESENCE OF:
Annexure 1 Lease Agreement dated .................... between Alpha (Lessor) and Beta (Lessee) List of fixtures and fittings provided in.................... (Address)
Item As per inventory Schedule A. Ceiling Fan PVC Tank Motor Pump Meter reading as on …………… Quantity : 4 nos. 1 in scooter garage 1 in scooter garage Electricity………………… Water ………………… ………………… Beta
1. 2. 3. 4. 5.
AGREEMENT OF LEASE AIRCRAFT LEASE AGREEMENT (“Agreement”) dated and effective as of ....................20.... made BETWEEN Alpha, whose registered office is at (....................address) (“Lessor”) AND Beta whose registered office is at (.................... address) (the “Lessee”). BY WHICH IT IS AGREED as follows. Article 1: Definitions 1.1 In this Agreement, unless the context otherwise requires, the terms and expressions specified below shall have the following respective meanings:
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“Acceptance Certificate” means a certificate in the form set out in Part 2 of Schedule 3 to be signed by the Lessee as required under Schedule 3, Part 2. “Acceptance Flight” means the flight referred to in clause 19.4(1). “Agreed Value” means Rs. .................... “Aircraft” means the Airframe together with the engines (whether or not any of the Engines may from time to time be installed on the Airframe) and, where the context permits, references to the “Aircraft” shall (1) include the Aircraft Documents, and (2) mean the Aircraft as a whole and any part thereof. “Aircraft Documents” means all records, logs, manuals, technical data and other materials and documents (whether kept or to be kept in compliance with any regulation of the Aviation Authority or otherwise) relating to the Aircraft, including the documents, data and records identified in Part 2 of Schedule 1 and all additions, renewals, revisions and replacements from time to time made thereto in accordance with this Agreement or provided by the Lessor to the Lessee. “Approved Maintenance Performer” means, subject to receipt of all necessary approvals of the Aviation Authority, the Sub-Lessee or, with the consent of Lessor, such consent not to be unreasonably withheld, any independent maintenance performer to perform all major maintenance work on the Aircraft. “Approved Maintenance Programme” means the Sub-Lessee’s maintenance programme based upon the Manufacturer’s Maintenance Planning Data for aircraft of the same make and model as the Aircraft approved by the Aviation Authority. “APU” means the Auxiliary Power Unit installed on the Aircraft at Delivery or any replacement auxiliary power unit title to which has or should have passed to the Lessor in accordance with this Agreement, but excluding any replaced Auxiliary Power Unit title to which has or should have been passed from Lessor in accordance with this Agreement. “Assignment of Insurances” means the assignment executed or to be executed by the Sub-Lessee in favour of the Lessor in respect of certain of its rights under the Insurances, in form and substance satisfactory to the Lessor. “Aviation Authority” means each person who shall from time to time be vested with the control and supervision of, or have jurisdiction over, the registration, airworthiness and operation of Aircraft or other matters relating to Civil Aviation in the State of Registration contemplated at the date of this Agreement to be the Director General of Civil Aviation in India. “Banking Day” means a day (other than a saturday, sunday or holiday scheduled by law) on which banks are open for business in .................... (name of place) and (if payment is required to be made on such day) in.................... “Basic Lease Term” means the period commencing on the delivery date until ....................20..... “Borrowed Money” means indebtedness incurred in respect of (1) money borrowed or raised and debit balances at banks, (2) any bond, note, loan stock, debenture or similar instrument, (3) any other transaction having the commercial effect of a borrowing or raising of money or (4) any uncontested liability or a final
judgment for a monetary amount with respect to borrowings from a bank or other financial institution. “Extended Lease Term” means such period extending the Lease Term up to three periods of 12 months each commencing on the expiry date in accordance with clause 3.2. “Flight Hour” shall mean each hour or fraction thereof elapsing from the moment at which the wheels of the Aircraft or, in the case of any Part or engine temporarily installed on another aircraft, that other aircraft, leave the ground on the take-off of such aircraft until the wheels of such aircraft touch the ground on the landing of such aircraft following such take-off. “Lease Period” means the period during which the Lessee shall be entitled to the possession and use of the Aircraft in accordance with this Agreement, including the period during the Extended Lease Term and, for the avoidance of doubt, shall include any period during which the leasing of the Aircraft is extended pursuant to clause 18.1. “Lease Term” means the period commencing on the delivery date until expiry date, which for the purposes of this Agreement shall be deemed to include the Extended Lease Term following its becoming effective. “Lessee” includes the successors of the Lessee. (Note.—In this section a coneyancer is supposed to mention important terms and expressions with their respective meanings. For the sake of brevity only few of technical terms with their meanings have been given in this draft.) Article 2: Representations and Warranties (Note.—In this part of agreement a conveyancer is supported to give terms & conditions relating to representations and warranties. For the sake of brevity only few of the following points are given in this draft.) Article 3: Term of Lease 3.1 Lease Term The Lessor shall lease and the Lessee shall take on lease the Aircraft, subject to the terms and conditions of this Agreement, for the Lease Term.
3.2 Extended Lease Term Provided that no Relevant Event has occurred and is continuing, and subject to the terms and conditions agreed in writing executed by both Lessor and Lessee no later than 12 months prior to the end of the Lease Term, as such Lease Term may be extended in accordance with this Agreement, Lessee shall be entitled to continue the leasing of the Aircraft for an additional 12 months following the end of the Lease Term. Lessee shall be entitled to exercise such extension right for up to three periods, each such period being of twelve months, the first such period commencing at the end of the initial Lease Term on ....................20....., and each subsequent such period commencing at the end of the immediately preceding such period.
Article 4: Conditions 4.1 Lessor conditions on and following execution
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Lessee shall provide to Lessor on or prior to execution of this Agreement the documents and evidence specified in Part 1 of Schedule 2 in form and substance satisfactory to the Lessor.
4.2 Lessor conditions precedent on or prior to delivery The obligation of the Lessor to lease the Aircraft to the Lessee under this Agreement is subject to the condition that on or prior to the delivery date the Lessor shall have received the documents and evidence specified in Part 2 of Schedule 2 in form and substance satisfactory to the Lessor. 4.3 General conditions precedent The obligation of the Lessor to lease the Aircraft to the Lessee under this Agreement is subject to the further conditions that:— (1) the representations and warranties set out in clause 2.1 are true and correct as if each were made with respect to the facts and circumstances existing immediately prior to the time when delivery is to take place; (2) no Relevant Event shall have occurred and be continuing or would arise by reason of delivery taking place; (3) the Aircraft shall have been delivered to the Lessor pursuant to the SubPurchase Agreement. (4) no Total Loss in respect of the Aircraft or Airframe and no damage shall have occurred which in the reasonable opinion of the Lessor could have an adverse effect on the expected residual value of the Aircraft upon the expiry date. 4.4 Lessor conditions subsequent Lessee shall ensure compliance with the conditions listed in Schedule 2, Part 3 in accordance with their terms (conditions subsequent), the non-occurrence of any of which shall constitute a termination event and entitle Lessor to exercise any and all remedies available to Lessor. 4.5 Lessee Conditions Precedent Lessee’s obligations to accept delivery of, and take on lease, the Aircraft under this Agreement are subject to the receipt by the Lessee from the Lessor not later than delivery of:— (1) certificate of a duly authorised officer of the Lessor attaching a copy of an up to date extract from the corporate registration setting out those persons entitled to bind the Lessor together with a power of attorney duly executed authorising a specified person or persons to execute this Agreement and the Assignment of Insurances on its behalf; (2) a letter from an entity located in .................... agreeing to receive service of process referred to in clause 25.2; (3) an undertaking letter from .................... in a form agreed between Lessor and Lessee. 4.6 Lessor Waiver
The conditions specified in clauses 4.1, 4.2, and 4.3 are for the sole benefit of the Lessor and may be waived in whole or in part and with or without conditions by the Lessor.
4.7 Lessee Waiver The conditions specified in clause 4.5 are for the sole benefit of the Lessee and may be waived or deferred in whole or in part and with or without conditions by the Lessee.
Article 5: Delivery and Acceptance 5.1 Scheduled delivery month and scheduled delivery date Lessor and Lessee have agreed that the Delivery of the Aircraft is scheduled to occur in the expected delivery month. The expected delivery date, unless otherwise agreed, shall be....................20.....
5.2 Commencement Subject to the terms of this Agreement, the Lessor will offer the Aircraft for delivery and the Lessee will accept Delivery of the Aircraft on or about the expected delivery date at the delivery location in an as-is, where-is condition. The Lessee shall not, subject to clause 4.5, be entitled to refuse to accept Delivery of the Aircraft hereunder once the Aircraft has been delivered to and accepted by the Lessor under the Sub-Purchase Agreement. The Lessor will lease the Aircraft to the Lessee and the Lessee will take the Aircraft on lease in accordance with this Agreement for the duration of the Lease Term. The Lessor shall not be liable to the Lessee for any loss or damage of any kind or any loss of profit, resulting directly or indirectly through any physical defects, alleged physical defect in, or the lack of required condition, quality, suitability and fitness for the purpose of the Aircraft. 5.3 Delay The Lessor shall not be responsible for any loss or expense, or any loss of profit, arising from any delay in the delivery of, or failure to deliver, the Aircraft to the Lessee under this Agreement including, but not limited to, any excusable delay. 5.4 Cancellation If for any reason, other than a default by the Lessor or the Lessee, the Aircraft shall not have been tendered for delivery to the Lessee in accordance with this clause 5 on or before....................20....., then the Lessor (if there is no default of the Lessor) or the Lessee (if there is not default of the Lessee) may cancel the obligation contained in this Agreement to lease the Aircraft by giving notice to the other party to that effect. 5.5 Indemnity Without prejudice to the Lessor’s obligations under the Loan Agreement, neither the Lessee nor the Lessor shall be liable to the other or any Relevant Party in respect of any liabilities, damages, losses, costs or expenses incurred by the other or such Relevant Party as a consequence of any delay in the delivery of or non-delivery of the Aircraft to the Lessee save and to the extent that such delay
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in delivery or non-delivery arises as a direct consequence of a breach of the Lessee (in the case of the Lessee) or the Lessor (in the case of the Lessor).
5.6 Risk After delivery and until the date on which the Aircraft is returned by the Lessee to the Lessor in the condition required and in accordance with the terms of this Agreement, the Aircraft and every part thereof will, as between the Lessor and the Lessee, be at the sole risk of the Lessee, who will bear all risk of loss, theft, damage or destruction or any total loss in respect of the Aircraft.
Article 6: Lessor’s Warranties 6.1 Quiet enjoyment The Lessor warrants that, provided that no termination event has occurred and is continuing, the Lessor shall not, through its own acts, interfere during the Lease Period with the use, possession and quiet enjoyment of the Aircraft by the Lessee. Article 7: Payments 7.1 Rent instalments 7.1.1 Fixed rent During the Basic Lease Term, the Lessee shall pay the Lessor on each payment date instalments of rent for the Aircraft in advance as provided in Schedule 4. 7.1.2 Floating Rent (a) During the Extended Lease Term, on each payment date, the Lessee shall pay to the Lessor in advance an instalment of Rent for the Aircraft, being the aggregate of the Base Instalment and the Variable Instalment applicable to such payment date. (b) For the purposes of this clause 7.1.2: “Base Instalment” means, in relation to any payment date, the amount specified opposite such payment date in column (2) of Part 2 of Schedule 4; “Interest Determination Period” means each of the semi-annual periods, which commences, in respect of the first such period, on the payment date falling on....................20....., and thereafter on the date falling at intervals of six months. “Instalment Payment Period” means each of the periods commencing on a Payment Date and ending on the next succeeding payment date, provided that the first instalment payment period shall commence on ....................20..... and end on the next succeeding Payment Date; “Outstanding Balance” means, in relation to any Instalment Payment period, the outstanding balance set out in column (3) of Part 2 of Schedule 4 opposite the payment date upon which such Instalment Payment Period commences; and “Variable Instalment” means, in relation to any payment date and for any instalment payment period falling in any Interest Determination Period, the amount equal to the amount of accrued interest for such Instalment
payment period calculated at LIBOR applicable to such interest determination period on the outstanding balance outstanding at the commencement of such Instalment Payment Period plus one point eight five per cent. (1.85 %) per annum. (c) For the purposes of this clause 7.1.2, interest will accrue from day to day and shall be calculated on the basis of actual number of days elapsed and a year of .................... days.
7.2 VAT and taxes Subject to clause 10.2, rent and all other sums payable by the Lessee to the Lessor under this Agreement are exclusive of any value added tax or similar tax payable in respect thereof which shall in each case be paid in addition. 7.3 Unconditional obligation The Lessee’s obligation to pay rent and make other payments in accordance with this Agreement shall be absolute and unconditional irrespective of any contingency whatsoever including, but not limited to, (1) any right of set-off, counterclaim, recoupment, defence or other right which the Lessor or the Lessee may have against the other or against any Relevant Party, (2) any unavailability of the Aircraft for any reason, including, but not limited to, any lack or invalidity of title or any other defect in the title, airworthiness, merchantability, fitness for any purpose, condition, design, or operation of any kind or nature of the Aircraft, or the ineligibility of the Aircraft for any particular use or trade, or for registration or documentation under the laws of any relevant jurisdiction, or the Total Loss of, or any damage to, the Aircraft, (3) any failure or delay on the part of the Lessor or the Lessee, whether with or without fault on its part, in performing or complying with any of the terms or conditions of this Agreement, or any misrepresentation, negligence, misconduct, action or inaction, by any Relevant Party, but in each case without prejudice to any rights at law or in equity which the Lessee may have arising by reason of any such failure, delay, misrepresentation, negligence, misconduct, action or inaction; or (4) any insolvency, bankruptcy, administration, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against the Lessor or the Lessee or any other person, or (5) any lack of due authorisation of, or other defect in, this Agreement or any other document, or (6) any event beyond the control of Lessee which would prevent Lessee from making any payment required hereunder, including, but not limited to force majeure.
Article 8: Payments and Calculations 8.1 Payment account All payments to be made by the Lessee to the Lessor under any Lessee Document shall be made without (unless specifically otherwise provided in such Lessee Document) prior demand and in full, without any set-off or counterclaim whatsoever and, subject as provided in clause 10.2, free and clear of any deductions or withholdings in dollars (or, in the case of indemnity payments, in the currency claimed by the Lessor) for value on the day on which payment is due to the account of the Lessor opened with .................... (name of the branch) or
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at such other bank in such other place as the Lessor may have notified to the Lessee.
8.2 Banking days When any payment under any Lessee Document would otherwise be due to the Lessor on a day which is not a Banking Day, the payment shall be made on the immediately preceding Banking Day. 8.3 Default interest If any payment by the Lessee hereunder is not received on or before the due date thereof in the manner herein provided, the Lessee shall pay interest on the same for the period commencing on such due date until such date on which the same is received or recovered in full at the overdue rate (such interest to accrue from day to day and be due and payable on the demand of the Lessor). 8.4 Calculations All interest relating to payments of an annual nature under this Agreement shall accrue from day to day and be calculated on the basis of actual days elapsed and a 360 day year. 8.5 Certificates Any certificate or determination of the Lessor as to any rate of interest (including default interest) relating to any amount pursuant to and for the purposes of this Agreement shall, in the absence of manifest error, be conclusive and binding on the Lessee. 8.6 Currency Indemnity If any sum due from the Lessee under any Lessee Document or under any order or judgement given or made in relation thereto:— (1) has to be converted from the currency (“the first currency”) in which the same is payable under such Lessee Document or under such order or judgement into another currency (“the second currency”) for the purpose of (a) making or filing a claim or proof against the Lessee, (b) obtaining an order or judgement in any court or other tribunal, or (c) enforcing any order or judgement given or made in relation to such Lessee Document; or (2) is paid to Lessor in the second currency instead of the first currency; the Lessee shall indemnify and hold harmless the Lessor from and against any loss suffered as a result of, in the case of (1) above, any difference between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Lessor may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof, and in the case of (2) above, any shortfall in the amount of the first currency due after conversion by Lessor of the amount received in the second currency. Any conversion made under this clause 8.5 shall be made at the market rate of exchange available in ....................
at or around .................... noon on the date of such conversion. Any amount due from the Lessee under this Clause 8.6 shall be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under or in respect of any Lessee Document and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency. Article 9: Costs and Indemnities 9.1 General indemnity The Lessee shall pay promptly all costs or expenses of, or arising from, the certification, manufacture, testing, delivery, import, export, registration, ownership, title, possession, control, use, operation, leasing, sub-leasing, insurance, maintenance, repair, refurbishment, service, overhaul, modification, change, alteration, replacement, loss, damage, storage, removal or re-delivery of, in or to the Aircraft, and all costs or expenses otherwise arising in connection with the Aircraft or the performance of the Lessee’s obligations under any of the Lessee Documents, the Purchase Agreement or the Sub-Lease.
9.2 Costs and expenses Each of Lessor and Lessee shall bear its respective costs and expenses incurred in connection with the negotiation, preparation, and execution of this Agreement and any additional documentation thereto in pursuance of the execution of this Agreement. 9.3 Default Indemnity The Lessee shall indemnify and hold harmless the Lessor, without prejudice to any of the Lessor’s other rights under any of the Lessee Documents, from and against any Taxes, costs or expenses which the Lessee has agreed to pay and which shall be claimed from or assessed against or paid by the Lessor, and against any liability incurred by the Lessor by reason of any delay or failure of the Lessee to pay any such Taxes, costs or expenses. 9.4 Aircraft indemnity Without prejudice to the Lessee’s obligations under this clauses 9, the Lessee agrees at all times, whether before, during or after the Lease Period, to indemnify and hold harmless the Lessor and each indemnitee from and against all costs, expenses, payments, charges, losses, demands, liabilities, claims, actions, proceedings, penalties, fines, damages, judgements, orders or other sanctions (in this clause 9, together referred to as “Losses”), where such Losses arise from events which occur at any time: (1) Aircraft: relating to, or arising directly or indirectly in any manner or for any cause or reason whatsoever out of the Aircraft, the Airframe, any Engine or engine installed on the Aircraft or Part or any Aircraft Documents or other thing delivered under this Agreement or any other Lessee Document; (2) Operational: relating to, or arising directly or indirectly in any manner or for any cause or reason whatsoever out of, the certification, design, manufacture, testing, delivery, import, export, registration, ownership,
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possession, control, use, operation, leasing, insurance, maintenance, repair, refurbishment, condition, service, overhaul, modification, change, alteration, loss, damage, removal, storage, re-delivery, sale, purchase or disposition of, in or to the Aircraft, or otherwise in connection with the Aircraft, or relating to loss or destruction of or damage to any property, or death or injury of, or other loss of whatsoever nature suffered by, any person caused by, relating to, or arising from or out of (in each case whether directly or indirectly) any of the foregoing matters; Design: which may at any time be made or brought on the ground that any design, article or material in the Aircraft or the operation or use thereof constitutes an infringement of any patent, intellectual property right or any other right whatsoever; Arrest: which may at any time be incurred by the Lessor or any Indemnitee in preventing or attempting to prevent the arrest, confiscation seizure, taking in execution, impounding, forfeiture or detention of the Aircraft or any enforcement of any encumbrance in respect of the Aircraft, or in securing the release of the Aircraft; and Default: which the Lessor or any indemnitee shall certify as sustained or incurred by it as a consequence of any default by the Lessee in the due and punctual performance of any of its obligations under any of the Lessee Documents or as a consequence of any Relevant Event. Preservation: which the Lessor or any Indemnitee shall certify as sustained or incurred by it as a consequence of preservation and enforcement of the indemnitee’s rights under the Lease Documents: Provided always that, subject to the prior written approval of the Lessor, unless and until a Relevant Event shall have occurred, the Lessee shall be entitled to take, in the name of the Lessor, such action as the Lessee shall see fit to defend or avoid any such Losses as are referred to in this clause 9.4 or to recover the same from any third party, subject to the Lessee first ensuring that the Lessor is indemnified and secured to its reasonable satisfaction against all losses thereby incurred or to be incurred.
9.5 Exceptions to aircraft indemnity The indemnity provided for in section 9.4 will not extend to any of the following Losses of any Indemnitee: (1) Losses which would not have occurred but for the gross negligence or willful misconduct of any Indemnitee (other than negligence imputed to such Indemnitee solely by reason of its interest in the Aircraft); (2) Taxes and Losses which Lessee has expressly not agreed to indemnify against pursuant to the other provisions of this Agreement or any other Lessee Document; (3) Losses resulting solely from acts or events which occur after the date of return of the Aircraft to Lessor in the condition required and in accordance with the terms of this Agreement after the expiration or termination of the
Lease Term, and not attributable to or arising as a consequence of (i) any act, omission, event or circumstance occurring prior to such return or (ii) any default by the Lessee in the due and punctual performance of any of its obligations under any of the Lessee Documents or any Relevant Event; (4) Losses arising solely as a result of any Lessor’s encumbrance; and (5) Losses arising solely as a result of any sale, transfer or disposition of the Aircraft by or on behalf of the Lessor (including any sale, transfer or disposition of the Aircraft by any trustee or administrator in insolvency proceedings for the Lessor) other than, in any case, any sale, transfer or disposition of the Aircraft following any Relevant Event.
9.6 Duration Notwithstanding anything to the contrary contained in this Agreement, the indemnities by the Lessee in favour of the Lessor and the other Indemnitees contained in this Agreement shall survive and continue in full force and effect notwithstanding any breach by the Lessor or the Lessee of the terms of this Agreement, the termination of the lease of the Aircraft to the Lessee under this Agreement, the repudiation by the Lessor or the Lessee of this Agreement, or the expiration of the Lease Period by effluxion of time or otherwise. 9.7 Indemnity payments Moneys becoming due by the Lessee to the Lessor under the indemnities contained in this clause 9 or elsewhere in this Agreement shall be paid on demand made by the Lessor.
Article 10: Taxation 10.1 General indemnities 10.1.1 The Lessee shall pay when due and shall indemnify and hold harmless each Indemnitee for, from and against all Taxes levied, assessed or imposed on or in respect of the Lessee and any Indemnitee, the Aircraft, the Airframe or any engine or part, any payments made under any of the Lessee Documents or any of the transactions contemplated by any of the Lessee Documents or the certification, design, manufacture, testing, delivery, import, export, registration, ownership, possession, control, use, operation, leasing, insurance, maintenance, repair, refurbishment, condition, service, overhaul, modification, change, alteration, loss, damage, removal, storage, re-delivery, sale, purchase or disposition of, in or to the Aircraft, or otherwise in connection with the Aircraft, but, subject to the remaining provisions of this clause 10, excluding in respect of any Indemnitee; (1) Taxes imposed based on or measured by or with respect to gross or net income (including, without limitation, capital gains taxes, minimum taxes, income taxes collected by withholding and taxes on tax preference items) or receipts (excluding, however, sales, use, rental, license, ad valorem, VAT or property taxes or taxes in the nature of the foregoing), or taxes which are capital, doing business, franchise, excess profits, net worth taxes, or Taxes imposed in lieu of an income tax, or interest, additions to tax,
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(4) (5) (6)
penalties, fines or other charges in respect of the foregoing Taxes, in each case imposed on any Indemnitee by any Government Entity in the place of incorporation or principal place of business of any Indemnitee; Sales or similar transfer taxes imposed on any Indemnitee upon any sale, transfer or disposition (excluding a sale, transfer or disposition following a Relevant Event) by any Indemnitee (including any trustee or administrator in insolvency proceedings for such Indemnitee) of any equitable or legal interest in the Aircraft, Airframe, any engine or Part on this Agreement to any person; Taxes caused solely by a breach by any Indemnitee of any covenant or by the inaccuracy of any representation or warranty made by such Indemnitee in this Agreement; Taxes caused solely by the gross negligence or wilful misconduct of any Indemnitee; and Taxes imposed on any Indemnitee resulting solely from, or which would not have occurred but for, a Lessor’s encumbrance created by any Indemnitee. Taxes imposed as a direct result of the activities of any Indemnitee in any jurisdiction which are unrelated to dealings with the Lessee, transactions contemplated by this Agreement or the other Lessee Documents, the Purchase Agreement or the Sub-Lease, or operation of the Aircraft during the Lease period.
10.1.2 Third party liabilities If and to the extent that any sum payable to the Lessor or an Indemnitee by the Lessee under any Lessee Document by way of indemnity or reimbursement proves to be insufficient, by reason of any Taxation suffered on that sum, for the Lessor or such Indemnitee to discharge the corresponding liability to a third party, or to reimburse the Lessor or such Indemnitee for the cost incurred by it in discharging the corresponding liability to a third party, the Lessee shall pay the Lessor or such Indemnitee such additional sum as (after taking into account any Taxation suffered by the Lessor on that additional sum) shall be required to make up the relevant deficit. (Note.—In this part of agreement conveyancer should give all the technical details on Taxation liabilities. The same are not given in this model draft for the sake of brevity.)
Article 11: General Undertakings 11.1 The Lessee undertakes with the Lessor: (1) Status report: to provide the Lessor by the 12th Banking Day of every calendar month during the Lease Period, and whenever reasonably requested by the Lessor, with a status report in the form of Schedule 8 in respect of the Aircraft and the engines containing or indicating the matters required in that form;
(2) Information concerning the aircraft: promptly to provide the Lessor with such other information regarding the location, operation, use, insurance, maintenance and condition of the Aircraft as the Lessor may from time to time reasonably require, and without prejudice to the generality of the foregoing, shall, if requested, supply the Lessor with copies of any Agreement relating to the Aircraft in the Lessee’s possession; (3) Inspection: throughout the Lease Period to permit the Lessor and/or its agents or representatives, and procure that they are afforded all necessary facilities, to inspect or survey the Aircraft at any reasonable time upon giving the Lessee reasonable notice. All time taken in respect of such inspections or surveys shall form part of the Lease Period. The Lessor shall have no duty to make any such inspection or survey and shall not incur any liability or obligation by reason of not making any such inspection. Any inspection conducted hereunder shall not disrupt the normal operation of the Aircraft; (4) No operational interest: to procure that neither the Lessor nor any Relevant Party is at any time represented as carrying goods or passengers on the Aircraft, or as being in any way connected or associated with any operation of carriage which may be undertaken by the Lessee or any other operator of the Aircraft, or as having any operational interest in, or responsibility for, the Aircraft; (5) Compliance with insurances: to comply, and procure compliance by any other operator of the Aircraft, with the terms and conditions of the Insurances, and not do, consent to, or permit any act or omission which might invalidate or render unenforceable the whole or any part of the Insurances; (6) Financial statements: to cause to be prepared in each financial year and cause to be certified by its auditors financial statements and consolidated financial statements required by law which are prepared in accordance with generally accepted accounting principles and practices in .................... which have been consistently applied (save as disclosed in the relevant financial statements), and deliver to the Lessor a copy of such audited financial statements as soon as practicable but not later than 180 days after the end of the financial period to which they relate and a copy of every report, notice or like document issued by it to its creditors generally (in each case at the time of issue thereof); (7) Information concerning the lessee and the guarantor: to promptly provide the Lessor with such financial and other information concerning the Lessee and the Guarantor and its affairs material to the performance of its obligations under this Agreement, the Guarantee and the other Lessee Documents as the Lessor may from time to time reasonably require. (8) Governmental and other Approvals: to obtain or cause to be obtained, maintain in full force and effect and comply in all material respects with the conditions and restrictions (if any) imposed in, or in connection with, every consent, authorisation, licence or approval of governmental or
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public bodies or authorities or courts and do, or cause to be done, all other acts and things, which may from time to time be required or recommended under applicable law for the continued due performance of all its obligations under this Agreement or the other Lessee Documents; (9) Disposal of Aircraft: not to attempt or hold itself out, and procure that any Sub-Lessee will not attempt or hold itself out, as having the power to sell or dispose of the Aircraft; (10) Encumbrances: not to create or suffer to exist Encumbrances (other than Permitted Liens) in respect of the Aircraft; (11) Notification of termination event: promptly inform the Lessor of any occurrence of any Termination Event forthwith upon becoming aware thereof; (Note.—Other technicalities haven’t been given in this model draft for the sake of brevity.) Article 12: Operations and Maintenance 12.1 The Lessee further undertakes with the Lessor that throughout the Lease Period it will, or will procure that any other operator of the Aircraft will, at the Lessee’s own cost and expense: (1) Certificates and licences: obtain and maintain in full force and effect all necessary certificates, licences, permits and authorisations required for the use and operation of the Aircraft, including, without limitation, an air operator’s certificate, an unrestricted certificate of airworthiness with respect to the Aircraft in the public transport category (passenger) issued by the Aviation Authority, and such certificates of maintenance, review and release to service as are required for the Aircraft to be used for the public transport of passengers and will from time to time provide to the Lessor copies of the same on request; (2) Operation and use: (a) procure that the Aircraft is used, operated and controlled in accordance with all Applicable laws (including I.A.T.A. regulations) affecting the Aircraft in any jurisdiction and in accordance with all certificates, licences, permits, authorisations and registrations relating to the Aircraft, and regardless of upon whom any of the same are by their terms imposed, and so as not to invalidate any manufacturer’s warranties; (b) procure that the Aircraft will not be used for any purpose for which it is not designed or reasonably suited, or outside the tolerances and limitations for which the Aircraft was designed and will be operated in accordance with the Aircraft Documents and that the Aircraft shall not be utilized for the purposes of (x) the carriage of goods, materials or items which could be reasonably expected to cause damage to the Aircraft or of (y) training, qualifying or re-confirming the status of cockpit personnel, except for the benefit of the Sub-Lessee’s cockpit personnel, and then only if the use of the Aircraft for such purpose
is not disproportionate to the use for such purpose of other aircraft of the same type operated by the Sub-Lessee; (c) procure that the Aircraft will not be used for any purpose or in any manner not fully covered by the insurances, or outside any geographical limit imposed by the insurances, or for any illegal purpose or in any illegal manner; and (d) procure that the Aircraft will be operated only by personnel approved by the Aviation Authority. Article 13: Aircraft Documents 13.1 Documents and data All documents and data (including technical and engineering data, calculations and drawings) evidencing or produced in connection with compliance with any of the requirements or procedures set out in this clause 14 shall form a permanent part of the Aircraft Documents.
13.2 Records The Lessee will procure that accurate, complete and current records of all flights made by, and all maintenance (scheduled or unscheduled) carried out on, the Aircraft (including in relation to each engine, Landing Gear, APU and Part subsequently installed) are kept in such manner as the Aviation Authority may from time to time require, and ensure that they comply with the recommendations of the manufacturers of the Aircraft and any Engine, Landing Gear, APU or Part and shall cause the Sub-Lessee to allow the Lessor and its agents and representatives to inspect the Aircraft Documents at any reasonable time. 13.3 Language The Aircraft Documents shall be maintained in accordance with the regulations of the Aviation Authority in the english language. All Aircraft Documents shall be in plain language and all coded forms must have cross references, including but not limited to parts numbers, engineering order numbers and service bulletin numbers. 13.4 Regulatory Requirements The Aircraft Documents shall at a minimum meet all FAA (or their equivalent) or Aviation Authority requirements and shall be prepared and maintained in hard copy format. 13.5 Possession The Lessee shall keep all Aircraft Documents in its possession and shall not, except as required by any Government Entity or in connection with any judicial tribunal or similar proceedings as notified in advance to the Lessor, permit any other person, agency or vendor to have possession of or control over any of the Aircraft Documents, except with the prior written consent of the Lessor, which consent shall not be unreasonably withheld or delayed.
Article 14: Title and Registration
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14.1 Lessor’s title Title to the Aircraft shall remain vested in the Lessor subject to any assignments, charges or other disposals the Lessor may make under clause 23. 14.2 Parts and engines (1) Parts: the Lessee agrees that all Parts at any time installed on the Airframe or any Engine, except borrowed Parts, shall be the property of the Lessor; (2) Engines: the Lessee agrees that all engines at any time installed on or removed from the Airframe shall be and remain the property of the Lessor (save as provided in clause 13.6); and (3) Further assurance: the Lessee shall execute and do all such acts, deeds, assurances or things as may be reasonably required by the Lessor to ensure that all replacement or substitute engines or Parts installed in or attached to the Airframe or any engine shall become and remain part of the Airframe or the relevant Engine and the property of the Lessor and subject to the rights of any Relevant Party. 14.3 Registration Throughout the Lease Period the Lessee shall ensure that the Aircraft is duly registered in the name of the Lessee and/or Sub-Lessee on the Aircraft Register of the Aviation Authority with the interest of the Lessor as owner thereof and of any Relevant Party noted thereon, as the Lessor may so request and the Lessee shall not do, and shall use its best endeavours to procure that no third party does, any act or thing which might change, prejudice or cancel such registrations, without the prior written consent of Lessor.
Article 15: Insurance The Lessee covenants and undertakes to comply with the provisions of Parts 1 and 2 of Schedule 5 in respect of the insurances. Article 16: Loss and Damage 16.1 Pre-delivery If a Total Loss occurs prior to the delivery of the Aircraft to the Lessee under this Agreement, this Agreement will immediately terminate and, except as expressly stated in this Agreement, neither party will have any further obligation or liability under this Agreement other than pursuant to clause 9.2.
16.2 Post-delivery Notwithstanding clause 6.1, throughout the Lease Period, the Lessee shall bear the full risk of any loss, destruction, hijacking, theft, condemnation, confiscation, seizure or requisition of or damage to the Aircraft and of any other occurrence of whatever kind which shall deprive the Lessee or the operator of the Aircraft for the time being of the use, possession or enjoyment thereof.
16.3 Information (1) Notice: the Lessee shall give the Lessor immediate notice in writing of the occurrence of any circumstance referred to in clause 17.2 (other than repairable damage the likely cost of rectification of which will not exceed the Damage Notification Threshold) or any other occurrence of whatever kind which shall deprive the Lessee or the operator of the Aircraft for the time being of the use, possession or enjoyment thereof; and (2) Information: the Lessee shall supply to the Lessor all necessary information, documentation and assistance which may be required by the Lessor in connection with making any claim under the Insurances and to the extent the Lessee may make a claim under the Insurances the Lessor shall supply to the Lessee all necessary information, documentation and assistance which may be required by the Lessee in connection with such claim. 16.4 Agreed value, timing of total loss (1) Agreed Value: if the Aircraft shall become a total loss during the Lease Period, the Lessee shall pay, or procure that the insurers or reinsurers pay, to the Lessor or other agreed loss payee under the Insurances on or prior to the earlier to occur of (a) the date falling 30 days (or such longer period as may be agreed in writing by the Lessor) after the date on which the Total Loss is deemed to have occurred as provided, in clause 17.4(2), and (b) the date on which payment is made under the Insurances in respect of such total loss, the agreed value as at the date of payment thereof together with all amounts of Rent and any other amounts then due and payable under the Lessee Documents. (2) Timing: for the purposes of this Agreement a total loss shall be deemed to have occurred: (a) in the case of an actual total loss, at or about noon (.................... time) on the actual date the Aircraft was lost or, if such date is not known, noon (.................... time) on the day on which the Aircraft was last heard of; (b) in the case of any of the events described in sub-paragraph (1) of the definition of total loss (other than an actual total loss), upon the date that notice claiming the loss of the Aircraft is given to the relevant insurers, unless the insurers do not forthwith admit such claim, when such total loss shall be deemed to have occurred at the date and time at which either a total loss is subsequently admitted by the insurers or a competent court or arbitration tribunal issues a judgment to the effect that a total loss has occurred; (c) in the case of any of the events described in sub-paragraph (2) of the definition of total loss, upon the date of occurrence of such destruction, damage or cessation; (d) in the case of compulsory acquisition, upon the date upon which the relevant requisition of title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation or confiscation occurs; and (e) in the case of any of the events described in sub-paragraph (4) of the
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definition of total loss, upon the expiry of the period of 180 days referred to in such sub-paragraph (4) after the date upon which the relevant hijacking, theft, condemnation, confiscation, capture, detention, seizure or requisition for use or hire occurred.
16.5 Rent The Lessee shall continue to pay rent on the days and in the amounts required under this Agreement notwithstanding any total loss; provided always that no further instalments of rent shall become due after the date on which all sums due under clause 17.4(1) shall have been paid in full, and the Lease Period shall terminate on the date of such payment.
Article 17: Requisition 17.1 Continuing obligations If the Aircraft suffers any hijacking, theft, confiscation, capture, detention, seizure or requisition (excluding any Compulsory Acquisition) (each a “Contingency Event”) during the Lease Term then, unless and until the Aircraft becomes a Total loss following such Contingency Event and the Lessee shall have made payment of all sums due pursuant to clause 17.4(1), the lease of the Aircraft to the Lessee under this Agreement shall continue in full force and effect (and if any Contingency Event extends beyond the end of the Lease Term, the leasing of the Aircraft hereunder shall be extended until the Lessee or the Sub-Lessee recovers possession of the Aircraft, but subject always to the provisions of clause 21) and the Lessee shall remain fully responsible for the due compliance with all its obligations under this Agreement (including the payment of Rent in respect of any period of such Contingency Event extending beyond the end of the Lease Term at the higher of the rate at which rent was payable at the end of the Lease Term and the rate which the Lessor certifies to the Lessee is the market rate of rent applicable to the Aircraft (provided that if the Aircraft subsequently becomes a total loss and the Agreed Value is paid to the Lessor pursuant to clause 17, subject to the Lessor not being liable to repay or refund the Agreed Value in accordance with any applicable law, the Lessor shall reimburse to the Lessee without any interest an amount equal to the total Rent so paid by the Lessee during the period during which the leasing of the Aircraft hereunder is extended, or the leasing of the Aircraft is otherwise continued under this Agreement beyond the Lease Term, due to such Contingency Event)) other than such obligations which the Lessee is unable to comply with solely by virtue of such Contingency Event.
17.2 Requisition Compensation If the Lessee shall duly comply with all its obligations under this Agreement and provided no Relevant Event shall have occurred and be continuing, save as mentioned in clause 18.1, the Lessee shall, during the Lease Period, be entitled to all Requisition Compensation or, subject to clause 18.4, other compensation for any Contingency Event (as defined in clause 18.1) paid to the Lessor or to the Lessee on account of such Contingency Event. 17.3 Condition
The Lessee shall, as soon as practicable after the end of any Contingency Event (as defined in clause 18.1), cause the Aircraft to be put into the condition required by this Agreement and if that Contingency Event has ended prior to the end of the Lease Term by the end of the Lease Term, and where that Contingency Event shall end after the expiry or termination of the Lease Period, the Lessee shall, as soon as practicable, cause the Aircraft to be put into the redelivery condition required by clause 19 and the Lessee shall compensate the Lessor on demand for any Losses (as defined in clause 9.5) incurred or suffered by the Lessor as a consequence of the Aircraft not being redelivered to the Lessor on the date of expiry or termination of the Lease Period as a consequence of such Contingency Event.
17.4 Structural change The Lessor shall be entitled to all compensation payable in respect of any change in the structure, state or condition of the Aircraft arising during the period of any Contingency Event (as defined in clause 18.1). The Lessor shall apply such compensation in reimbursing the Lessee for the cost of complying with its obligation under clause 18.3: provided always that if a Relevant Event has occurred and is continuing, the Lessor shall be entitled to apply such compensation in or towards settlement of any amounts owing by the Lessee under any Lessee Document.
Article 18: Redelivery 18.1 Delivery and De-registration At the end of the Lease Period (including, for the avoidance of doubt, where the leasing of the Aircraft is extended pursuant to Clause 18.1, but in any event other than following a total loss) the Lessee at its own expense shall redeliver the Aircraft to the Lessor at the redelivery location, and the Lessee shall pay all expenses, Taxes and duties and provide such assistance as the Lessor may reasonably require in connection with the de-registration and export of the Aircraft from the State of registration.
18.2 Requirements On redelivery:— (1) Schedule 7 shall apply and the Lessee shall comply and ensure the Aircraft complies with its provisions; (2) the condition of the Aircraft shall be such as to demonstrate that the Lessee has in all respects complied with the obligations on its part contained in this Agreement; (3) the Engines shall be installed on the Aircraft; (4) the Aircraft shall be free and clear of all Encumbrances other than any Lessor’s encumbrance; 18.3 Final inspection (1) Notice: the Lessee shall notify the Lessor of the expected commencement
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date of the return inspection (“Final Inspection”) of the Aircraft not later than 25 Banking Days prior to the expected commencement of the return C or D-Check referred to in clause 1.1(6) of Schedule 7, such scheduled commencement to be finalized 3 Banking Days prior to the actual scheduled commencement. In addition, the Lessor and its duly appointed representatives shall be permitted to be in attendance during the performance of such return C or D-Check. The Lessee shall notify the Lessor of the schedule for the borescope inspection referred to in clause 19.5 to permit the Lessor and its representatives to be present during the accomplishment of such inspection. (2) Availability: the Aircraft shall be made available to the Lessor and its duly appointed representatives for such period as is reasonably necessary at or around the time of the return C or D-Check referred to in clause 1.1(6) of Schedule 7 in order to perform the Final Inspection and verify that the Aircraft is in compliance with the requirements specified in this Agreement. The Lessor shall cooperate with the Lessee to minimise the time required for the final inspection. (3) Inspections: during the Final Inspection, the Lessor and its representatives shall be permitted to:— (a) inspect the Aircraft Documents; (b) inspect the Aircraft and uninstalled Parts; (c) be present during a complete video borescope inspection. (4) Discrepancies: the Final Inspection shall be conducted in accordance with the specifications and requirements of the Manufacturer’s maintenance manuals as a standard. Any item or discrepancy resulting from the inspection which is found to be non-compliant with the limitations and requirements specified in this Agreement or manufacturer’s manuals and documents shall mean that the Aircraft is not in the condition required by this Agreement. (5) Manufacturer’s manuals: non-compliance with the Manufacturer’s maintenance manual requirements will be viewed as a condition of nonairworthiness. Article 19: Termination Events 19.1 The Lessor and the Lessee agree that it is a fundamental term and condition of this Agreement that none of the following events or circumstances shall occur during the Lease Period and that the occurrence of any of the following events and/or circumstances shall constitute a repudiatory breach of this Agreement. (1) Non-payment: the Lessee fails to pay any sum due from it under this Agreement or any other Lessee Document in the currency and in the manner stipulated in this Agreement or, as the case may be, such Lessee Document on the due date therefor (and so that, for this purpose, sums payable on demand shall be treated as having been paid on the due date if paid within 5 Banking Days of demand); or (2) Insurances: the Insurances are not obtained and maintained in full force
and effect in accordance with the provisions of Schedule 5; or Breach: the Lessee or the Guarantor commits any breach of or omits to observe any of the obligations or undertakings expressed to be assumed by it under any Lessee Document [other than those referred to in clauses 20.1(1) and 20.1(2) above] and, in respect of any such breach or omission which in the opinion of the Lessor is capable of remedy, such action as the Lessor may require shall not have been taken within 14 days of the Lessor notifying the Lessee or the Guarantor of such default in writing and of such required action; Representations: any representation or warranty made or deemed to be made or repeated by the Lessee or the Guarantor in or pursuant to any of the Lessee Documents is or proves to have been incorrect in any material respect; or Consents: any consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by the Lessee or the Guarantor to authorise, or required by the Lessee or the Guarantor in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of any of the Lessee Documents or the performance by the Lessee or the Guarantor of its obligations under any of the Lessee Documents is modified in a manner unacceptable to the Lessor or is not granted or is revoked or terminated or expires and is not renewed or otherwise ceases to be in full force and effect; or Voluntary proceedings: the Lessee or the Guarantor shall (a) commence any proceeding or file any petition seeking relief under any applicable bankruptcy, corporate reorganization, insolvency, liquidation or other similar Applicable Law, (b) consent to or acquiesce in the institution of, or fail to contravene in a timely and appropriate manner, any such proceeding or the filing of any such petition, (c) apply for or consent to the appointment of a receiver, trustee, examiner, administrator, custodian, sequestrator or similar official for itself or for a substantial part of its respective property or assets, (d) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (e) propose or enter into any composition or other arrangement, or make a general assignment, for the benefit of creditors, (f) suspend payments on or become unable, admit in writing its inability or fail generally to pay, any material portion of its debts as they become due, (g) seek its own liquidation, re-organization, dissolution or winding up, (h) take steps to agree with its creditors a composition, extension or adjustment of any borrowed money or (i) take any corporate action for the purpose of effecting any of the foregoing; or Involuntary proceedings: a proceeding shall be commenced or a petition shall be filed, in either case, without the consent or application of the Lessee or the Guarantor, as the case may be, seeking (a) relief in respect of the Lessee or the Guarantor, as the case may be, or of a
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substantial part of its respective property or assets under any applicable bankruptcy, insolvency, receivership or similar applicable law, (b) the appointment of a receiver, trustee, examiner, administrator, custodian, sequestrator or similar official for the Lessee or the Guarantor, as the case may be, or for a substantial part of its respective property or assets or (c) the liquidation, reorganisation, dissolution or winding up of the Lessee or the Guarantor, as the case may be,; and such proceeding or petition shall continue undismissed for 45 days or an order or decree approving or ordering any of the foregoing is made, provided however that to the extent the Lessee or the Guarantor, as the case may be, can demonstrate to the Lessor’s satisfaction (the Lessor acting reasonably and after consultation with independent English counsel) that any such action is frivolous, vexatious or an abuse of process of the court, then such action shall not be regarded as falling within this clause 20.1(7); or there occurs, in relation to the Lessee or the Guarantor, as the case may be, in any country or territory in which any of them carries on business, or to the jurisdiction of whose courts any part of their respective assets is subject, any event which, in the reasonable opinion of the Lessor, appears in that country or territory to correspond with, or have an effect equivalent or similar to, any of the events mentioned in clause 20.1(6), 20.1(7), 20.1(8) or 20.1(9), or the Lessee or the Guarantor, as the case may be, otherwise becomes subject in any such country or territory to the operation of any law relating to insolvency, bankruptcy or liquidation; (8) Cessation of business: the Lessee or the Guarantor suspends or ceases to carry on a substantial part of its business; or (9) Nationalisation: all or a material part of the undertakings, assets, rights or revenues of, or shares or other ownership interests in, the Lessee or the Guarantor are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any Government Entity; or Article 20: Lessor’s Rights following a termination event 20.1 Rights At any time after the occurrence of any Termination Event (and provided that the same is continuing) the Lessor may, by notice to the Lessee, immediately terminate the Lease Period (whereupon, as the Lessee hereby agrees and acknowledges, the Lessee’s right, to possess and operate the Aircraft, along with any other interest provided under this Agreement, shall terminate) and retake possession of the Aircraft (and the Lessee shall immediately return the Aircraft to the Lessor in the condition required by this Agreement (including clause 19 and Schedule 7)), and the Lessee agrees that the Lessor may for this purpose enter upon any premises where the Aircraft or any part thereof may be located, and, subject to the Lessor’s duty to mitigate, the Lessee shall pay to the Lessor forthwith upon such termination (or where any sums cannot be then determined by the Lessor or where the Lease Period has already terminated, upon determination)
such sum as shall equal the aggregate of: (1) all amounts due under the Lessee Documents as shall then be due and payable and remain outstanding; (2) all losses incurred by the Lessor in connection with such Termination Event including, without prejudice to the generality of the foregoing, (x) all costs and expenses incurred in recovering possession of the Aircraft, and in carrying out any works or modifications required to bring the Aircraft up to the condition required by this Agreement upon redelivery and (y) any loss suffered by the Lessor because of the Lessor’s inability to place the Aircraft on lease with another lessee on terms as favourable to the Lessor as this Agreement or because whatever use, if any, to which the Lessor is able to put the Aircraft upon its return to the Lessor, or the funds arising upon a sale or other disposal of the Aircraft, does not yield to the Lessor revenue or income equivalent to the sums which would otherwise have been recoverable by it under or pursuant to this Agreement had the Lessee returned the Aircraft to the Lessor strictly in accordance with the provisions of this Agreement; (3) any loss suffered by the Lessor because of the Lessor’s inability to place the Aircraft on lease with another lessee on terms as favourable to the Lessor as this Agreement or because whatever use, if any, to which the Lessor is able to put the Aircraft upon its return to the Lessor, or the funds arising upon a sale or other disposal of the Aircraft, does not yield to the Lessor revenue or income equivalent to the sums which would otherwise have been recoverable by it under or pursuant to this Agreement had the Lease Period not been terminated; (4) any losses, premium, penalty or expense which may be incurred in repaying funds raised to finance the Aircraft or in unwinding any swap, forward interest rate agreement or other financial instrument relating in whole or in part to the Lessor’s financing of the Aircraft ; and (5) all liabilities, losses, costs and expenses incurred by the Lessor under agreements with any Relevant Party providing finance to the Lessor in connection with, or as a consequence of, such termination.
20.2 Cure rights If the Lessee fails to comply with any of its obligations under this Agreement or any other Lessee Document the Lessor may, without being in any way obliged so to do, or responsible for so doing, and without prejudice to the ability of the Lessor to treat that non-compliance as a Termination Event, effect compliance on the Lessee’s behalf, and if the Lessor incurs any expenditure in effecting such compliance the Lessor shall be entitled (without prejudice to clause 21.1) to recover such expenditure from the Lessee). 20.3 Termination on change of ownership If any single person, or group of persons, acquire (a) more than half in nominal value of the equity share capital of the Lessee or (b) control of the Lessee, in each
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case without the previous consent in writing of the Lessor, such consent not to be unreasonably withheld (and for the purposes of this clause 21.3, “control” means the power to direct the management and policy of the Lessee whether by control of the composition of the board of directors (or similar governing body) of the Lessee or of the voting capital of the Lessee, by contract or otherwise), then the Lessor shall be entitled to terminate the leasing of the Aircraft under this Agreement by not less than .................... Banking Days notice to the Lessee, such notice to be given not later than .................... days after the earlier of (i) the time when the Lessor became aware of such change of control, and (ii) receipt by the Lessor from the Lessee of notice of change of control. The Lessee shall notify such change of control to the Lessor immediately upon the occurrence thereof.
20.4 Continuation All the indemnities and the Lessor’s rights contained in this Agreement will continue in full force after the expiry date, notwithstanding the termination of this Agreement or of the leasing of the Aircraft for any reason whatsoever and notwithstanding the cessation of business of the Lessee, dissolution of the Lessee or any other event, fact or circumstance of any kind whatsoever whether similar to the foregoing or not. 20.5 Illegality Following the occurrence of a Relevant Event described in clause 20.1(11) but without prejudice to the Lessor’s rights under this clause 21, the Lessor shall consult in good faith with the Lessee regarding the steps (if any) that may be taken to restructure the transaction to avoid that unlawfulness. Notwithstanding the foregoing, the Lessor shall not be obliged to take such steps and avoid that unlawfulness.
Article 21: Notices Save as otherwise expressly, provided in this Agreement, every notice, request, demand or other communication under this Agreement shall:— (1) be in writing by mail, courier or delivered personally or by or by facsimile, and shall be effective on receipt; (2) be deemed to have been received, subject as otherwise provided in this Agreement or any other Lessee Document, in the case of a facsimile upon receipt at the number specified below (provided that, if the time of despatch is not within normal business hours on a Banking Day in the country of the addressee it shall be deemed to have been received at the opening of business on the next such Banking Day), and in the case of a letter, when delivered personally or by mail or courier to the following address: (3) be sent: (a) to the Lessee at: Address: .................... .................... ....................
Attention: .................... Facsimile: .................... Telephone: .................... (b) to the Lessor at: Address: .................... .................... .................... Attention: .................... Facsimile: .................... Telephone: .................... or to such other address, telex or facsimile number as is notified by one party to the other under this Agreement. with a copy to Crédit.................... Address: .................... .................... .................... Attention: .................... Facsimile: .................... Telephone: .................... Article 22: Assignment, Transfer 22.1 The Lessee may not assign or otherwise transfer any of its rights or obligations under this Agreement or any other Lessee Document without the prior written consent of the Lessor.
22.2 Lease assignment/novation (1) The Lessor may assign or novate all or any of its rights and/or obligations under the Lessee Documents and in the Aircraft pursuant to a sale, financing arrangements or otherwise (and the Lessee hereby consents to such assignment or novation and to any steps for any sale or financing arrangements or otherwise, subject to the following) and the Lessor will, in the case of an assignment or novation other than by way of security, have no further obligation under a Lessee Document following the assignment or novation of all its rights and/or obligations under such Lessee Document but notwithstanding that assignment will remain entitled to the benefit of each indemnity under such Lessee Document, as will each Indemnitee. (2) No such assignment or novation will result in a material change in the terms of a Lessee Document, any prejudice to the Lessee’s operation of the Aircraft, any overall diminution in the Lessee’s rights hereunder or any increase in the Lessee’s overall obligations hereunder or impose on the Lessee any additional expense or cost not reimbursed by the Lessor (and where any such assignment
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or novation would do so, the Lessor shall not assign or novate without the prior written consent of the Lessee, such consent not to be unreasonably withheld), and the Lessee shall receive from any successor or assignee of the Lessor a letter of quiet enjoyment addressed to the Lessee acknowledging the Lessee’s rights and interest in and to the use and operation of the Aircraft under this Agreement. (3) The Lessee will comply with all reasonable requests of the Lessor, its successors and assigns in respect of any such assignment or novation, including without limitation the provision and execution of any documents and the making of any filings or registrations which the Lessor or any of its successors or assigns may reasonably require, the Lessor will promptly notify the Lessee of any assignment or novation, and the Lessee shall continue to name the Lessor as an additional assured in the liability insurances for a period of .................... years after the date of such assignment or novation.
22.3 Financing (1) Without prejudice to any other rights of the Lessor under this clause 23, the Lessee hereby acknowledges that the Lessor may enter into certain financing arrangements with respect to the Aircraft and consents to any such steps as the Lessor may require in order to facilitate or effect such financing, including, without limitation, the execution of any documents. (2) No such financing arrangements will result in a material change in the terms of any Lessee Document, any prejudice to the Lessee’s operation of the Aircraft, any overall diminution in the Lessee’s rights hereunder, any overall increase in the Lessee’s obligations hereunder or impose on the Lessee (other than in respect of the Lessor Assignment or the Mortgage and save as expressly provided herein) any additional expense or cost not reimbursed by the Lessor (and where any such assignment or novation would do so, the Lessor shall not assign or novate without the prior written consent of the Lessee, such consent not to be unreasonably withheld). (3) The Lessee will at the cost and expense of the Lessor comply with all reasonable requests of the Lessor, its successors and assigns in respect of any such financing arrangements, including without limitation the provision and execution of any documents and the making of any filings or registrations which the Lessor may reasonably require and any amendment to the Insurances to protect Relevant Parties and their interests. 22.4 Costs and expenses Provided no Relevant Event has occurred and is continuing and save as expressly provided herein, the Lessor agrees to pay the actual reasonable costs and expenses incurred by the Lessee in complying with any request of the Lessor under this clauses 23.2 and 23.3. 22.5 Benefit of Agreement The agreements, covenants, obligations and liabilities contained in this Agreement or any other Lessee Document, including, but not limited to, all obligations to pay Rent and indemnify the Lessor, are made for the benefit of the Lessor, any assignee or transferee of the Lessor and their respective successors
22.6 Third Parties Any person which is a Relevant Party from time to time shall be entitled to enforce such terms of this Agreement as provide for the obligations of the Lessee to such Relevant Party, subject to the provisions of clause 25 of this Agreement and the Contracts (Rights of Third Parties) Act, 1999 (the “Third Parties Act”). The Third Parties Act applies to this Agreement as set out in this clause 23.6. Save as provided, above a person who is not a party to this Agreement has the right to use the Third Parties Act to enforce any term of this Agreement.
Article 23: Miscellaneous 23.1 Entire agreement The Lessee Documents (together with all documents which are required by their terms to be entered into by the parties or any of them) contains the entire agreement and understanding between the Lessor and the Lessee relating to the leasing of the Aircraft, and the terms and conditions of the Lessee Documents shall not be varied otherwise than by an instrument in writing of even date herewith or subsequent hereto executed by or on behalf of the Lessor and the Lessee.
23.2 Rights, waivers and consents (1) The powers, rights and remedies conferred on the Lessor under this Agreement and the other Lessee Documents are cumulative and are additional to, and not exclusive of, any powers, rights or remedies provided by law or otherwise available to it. (2) No waiver shall be effective unless specifically made in writing and signed by a duly authorised officer of the Lessor. (3) Subject to clause 24.2(4), neither the single or partial exercise or temporary or partial waiver by the Lessor of any right, nor the failure by the Lessor to exercise in whole or in part any right or to insist on the strict performance of any provision of this Agreement or any other Lessee Document, nor the discontinuance, abandonment or adverse determination of any proceedings taken by the Lessor to enforce any right or any such provision shall (except for the period or to the extent covered by any such temporary or partial waiver) operate as a waiver of, or preclude any exercise or enforcement or (as the case may be) further or other exercise or enforcement by the Lessor of, that or any other right or provision. (4) clause 24.2(3) is without prejudice to clause 21 and to the time limits in clause 20 (for which purposes time shall be of the essence). All references in clause 24.2(3):— (a) to any right shall include any power, right or remedy conferred by this Agreement or any other Lessee Document on, or provided by law or otherwise available to, the Lessor; (b) to any failure to do something shall include any delay in doing it; and
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(c) to the giving by the Lessor of any consent to any act which by the terms of this Agreement or any other Lessee Document requires such consent shall not prejudice the Lessor’s right to withhold or give consent to the doing of any similar act.
23.3 Time of essence Subject to the periods of grace referred to in clause 20, time shall be of the essence of this Agreement as regards any time, date or period, whether as originally fixed or altered by Agreement between all the Parties or in any other manner provided in this Agreement, for the performance by the Lessee of its obligations under this Agreement. 23.4 English language All certificates, instruments and other documents to be delivered under or supplied in connection with this Agreement or any other Lessee Document shall be in the English language or shall be accompanied by a certified English translation upon which the Lessor shall be entitled to rely. 23.5 Counterparts This Agreement may be entered into in the form of any number of counterparts, each executed by at least one of the parties and, provided that all the parties shall so enter into this Agreement, each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original, but, taken together, they shall constitute one instrument. 23.6 Severability Each provision of this Agreement and each of the other Lessee Documents is severable and distinct from the others and, if any provision is or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances, be deemed not to form part of this Agreement or, as the case may be, such other Lessee Document but (except to that extent or in those circumstances in the case of that provision) the validity, legality and enforceability of that and all other provisions of this Agreement or, as the case may be, such other Lessee Document, shall not be affected or impaired, it being the parties’ intention that every provision of this Agreement or such other Lessee Document shall be and remain valid and enforceable to the fullest extent permitted by law. 23.7 Delegation The Lessor may delegate to any person or persons all or any of the trusts, powers or discretions vested in it by any Lessee Document and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as the Lessor in its absolute discretion thinks fit. 23.8 Appropriation If any sum paid or recovered in respect of the liabilities of the Lessee under the Lessee Documents is less than the amounts then due, the Lessor may apply
that sum to amounts due under the Lessee Documents in such proportions and order and generally in such manner as the Lessor may determine.
23.9 Set-off The Lessor may set-off any matured obligation owed by the Lessee under any Lessee Document or any other agreement between the Lessor and the Lessee (each an “Other Agreement”) against any obligation (whether or not matured) owed by the Lessor to the Lessee, regardless of the place of payment or currency. If the obligations are in different currencies, the Lessor may convert either obligation at the market rate of exchange available in .................... (Name of the place) or, at its option, .................... (Name of the place) for the purpose of the set-off. If an obligation is unascertained or unliquidated, the Lessor may in good faith estimate that obligation and set-off in respect of the estimate (of which estimate Lessor will notify Lessee along with documentation in support of the calculated estimate), subject to the relevant party accounting to the other when the obligation is ascertained or liquidated. The Lessor will not be obliged to pay amounts to the Lessee under any Lessee Document or any other Agreement so long as any sums which are then due to the Lessor by the Lessee under any Lessee Document or any other Agreement remain unpaid and any such amounts which would otherwise be due will fall due only if and when the Lessee has paid all such sums except to the extent the Lessor otherwise agrees or sets off such amounts against such payment pursuant to the foregoing. 23.10 No implied waivers; rights cumulative (1) No failure on the part of the Lessor to exercise and no delay in exercising any right, power, remedy or privilege under any Lessee Document or provided by statute or at law or in equity or otherwise shall impair, prejudice or constitute a waiver of any such right, power, remedy or privilege or be construed as a waiver of any Termination Event or as an acquiescence thereto, nor shall any single or partial exercise of any such right, power, remedy or privilege impair, prejudice or preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege. No acceptance of partial payment or performance shall, whether or not expressly stated, be or be deemed to be a waiver of any Termination Event then existing or a waiver or release of full payment and performance. No notice to or demand on the Lessee shall in any case entitle the Lessee to any other or further notice or demand in other or similar circumstances or constitute a waiver of the right of the Lessor to any other or further action in any circumstances without notice or demand. (2) Nothing contained in any Lessee Document shall be construed to limit in any way any right, power, remedy or privilege of the Lessor hereunder or under any Lessee Document to which the Lessee is a party or now or hereafter existing at law or in equity. Each and every right, power, remedy and privilege of the Lessor in respect of the Lessee under the Lessee Documents to which the Lessee is a party (a) shall be in addition to and not in limitation of, or in substitution for, any other right, power, remedy or privilege under any Lessee Document to which the Lessee is a party or at law or in equity, (b) may be exercised from time to time
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or simultaneously and as often and in such order as may be deemed expedient by the Lessor and (c) shall be cumulative and not mutually exclusive, and the exercise of one shall not be deemed a waiver of the right to exercise any other to the extent permitted by Applicable Law. (3) The rights and remedies of the Lessor provided in this Agreement and the other Lessee Documents are cumulative and are not exclusive of any rights and remedies provided by law.
23.11 Non disclosure Lessor and Lessee agree that neither party will disclose the terms of this Agreement or any information derived as a result of the discussions, negotiations, or any writing relating to this Agreement, including, but not limited to documentation or information delivered to either party in accordance with the terms of this Agreement, to any third Party, without the prior written consent of the nondisclosing party, except (i) as may be required by applicable laws or governmental regulations, (ii) as may be necessary in connection with any enforcement of the terms and conditions of this Agreement, (iii) any disclosure to Relevant Parties, or (iv) any disclosure to any adviser to the parties hereto or the Relevant Parties. In the event such disclosure is required by applicable law or governmental regulation, the party disclosing the information shall exercise its best efforts to obtain from the entity to whom such disclosure is made its agreement to be subject to the obligations with respect to non-disclosure as contained herein. Lessee agrees to indemnify, defend and hold harmless Lessor against any and all liability, loss or damage, together with all reasonable costs related thereto (including legal fees and expenses) arising from any breach resulting from an unauthorized disclosure of information under this clause by Lessee or any of its directors, officers, agents, or employees. Lessor agrees to indemnify, defend and hold harmless Lessee against any and all liability, loss or damage, together with all reasonable costs related thereto (including legal fees and expenses) arising from any breach resulting from an unauthorized disclosure of information under this clause by Lessor or any of its directors, officers, agents, or employees.
Article 24: Law and Jurisdiction 24.1 Law This Agreement is governed by and shall be construed in accordance with the Governing Law.
24.2 Dispute resolution and arbitration (1) For the benefit of each of the parties hereto, each of the Lessor and the Lessee agrees that the courts of ................. are to have non-exclusive jurisdiction to settle any disputes arising out of or relating to this Agreement and each submits itself and its property to the non-exclusive jurisdiction of the foregoing courts with respect to such disputes. (2) Without prejudice to any other method of service, (a) the Lessee hereby irrevocably designates, appoints and empowers ....................(address) at present
of .................... (Address) to receive for it and on its behalf service of process issued in connection with any proceedings in ................. courts arising out of or in connection with this Agreement and/or any other Lessee Document and (b) the Lessor hereby irrevocably designates, appoints, and empowers .................... at present of .................... (address) to receive for it and on its behalf service of process issued in connection with any proceedings in ................. courts arising out of or in connection with this Agreement and/or any other Lessee Document. (3) Lessor and Lessee undertake to procure that letters of acceptance from each entity designated to receive service of process for the respective party, will be received by the recipient party, within .................... days of execution of this Agreement.
24.3 Immunity (1) The Lessee agrees that in any legal action or proceedings against it or its assets in connection with this Agreement and/or any other Lessee Document no immunity from such legal action or proceedings (which shall include, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) shall be claimed by or on behalf of the Lessee or with respect to its assets, irrevocably waives any such right of immunity which it or its assets now have or may hereafter acquire or which may be attributed to it or its assets and consents generally in respect of any such legal action or proceedings to the giving of any relief or the issue of any process in connection with such action or proceedings including, without limitation, the making, enforcement or execution against any property whatsoever, (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceedings. (2) The Lessor agrees that in any legal action or proceedings against it or its assets in connection with this Agreement, no immunity from such legal action or proceedings shall be claimed by or on behalf of the Lessor.
Article 25: Waiver and Disclaimer 25.1 The lessee expressly agrees and acknowledges that, save only as expressly provided in clause 6.1, no condition, warranty or representation of any kind is or has been given by or on behalf of the lessor in respect of the aircraft or any part thereof, and accordingly the lessee confirms that it has not, in entering into this agreement, relied on any condition, warranty or representation by the lessor or any person on the lessor’s or any relevant party’s behalf, express or implied, whether arising by law or otherwise in relation to the aircraft or any part thereof, including, without limitation, warranties or representations as to the description, airworthiness, suitability, quality, merchantability, fitness for any purpose, value, state, condition, appearance, safety, durability, design or operation of any kind or nature of the aircraft or any part thereof, and the benefit of any such condition, warranty or representation by the lessor or any relevant party is hereby irrevocably and unconditionally waived by the lessee. To the extent permissible under applicable law, the lessee hereby also waives any rights which it may have
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in tort in respect of any of the matters referred to above and irrevocably agrees that neither the lessor nor any relevant party shall have any greater liability in tort in respect of any such matter than it would have in contract after taking account of all of the foregoing exclusions. No third party making any representation or warranty relating to the aircraft or any part thereof is the agent of the lessor nor has any such third party authority to bind the lessor thereby. Notwithstanding anything contained above, nothing contained herein is intended to obviate, remove or waive any rights of warranty or other claims relating thereto which the lessee or the lessor may have against the manufacturer or supplier of the aircraft or any third party.
25.2 Confirmation Lessee confirms that it is fully aware of the provisions of this clause and acknowledges that rent and other amounts have been calculated notwithstanding its provisions. IN WITNESS whereof the parties hereto have caused this Agreement to be duly executed the day and year first above written. EXECUTED and DELIVERED for and on behalf of Beta By:.................... Title:.................... Location:.................... Witnessed By:.................... EXECUTED and DELIVERED for and on behalf of Alpha By:.................... Title:.................... Location:.................... Witnessed By:....................
SCHEDULE 1 PART 1 DESCRIPTION OF AIRCRAFT
PART 2 AIRCRAFT DOCUMENTS
SCHEDULE 2 LIST OF DOCUMENTS AND EVIDENCE SCHEDULE 3 PART 1
AIRCRAFT DELIVERY CONDITIONS PART 2 ACCEPTANCE CERTIFICATE
SCHEDULE 4 RENT INSTALMENTS DURING LEASE TERM SCHEDULE 5 PART 1 INSURANCE REQUIREMENTS
PART 2 INSURANCE REQUIREMENTS
SCHEDULE 6 FORM OF BROKERS’ LETTER OF UNDERTAKING [Insurance Brokers Letterhead] SCHEDULE 7 OPERATING CONDITION AT REDELIVERY SCHEDULE 8 MONTHLY AIRCRAFT UTILISATION & STATUS REPORT