EX-10.9



 Exhibit 10.9 

CONFIDENTIAL TREATMENT REQUESTED 

INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS 

BEEN REQUESTED IS OMITTED AND NOTED WITH 

“****”. 
 AN
UNREDACTED VERSION OF THIS DOCUMENT 
 HAS ALSO BEEN PROVIDED TO THE 

SECURITIES AND EXCHANGE COMMISSION. 

A320 

PURCHASE AGREEMENT 

BETWEEN 

AIRBUS S.A.S. 

as Seller 

AND 
 AVOLON
AEROSPACE LEASING LIMITED 
 as Buyer 

  

			
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 CONTENTS 
  

			
	CLAUSES	  	TITLES
		
	1	  	DEFINITIONS AND INTERPRETATION
		
	2	  	SALE AND PURCHASE
		
	3	  	SPECIFICATION
		
	4	  	PRICES
		
	5	  	PRICE REVISION
		
	6	  	PAYMENTS
		
	7	  	MANUFACTURE PROCEDURE – INSPECTION
		
	8	  	CERTIFICATION
		
	9	  	BUYER’S TECHNICAL ACCEPTANCE
		
	10	  	DELIVERY
		
	11	  	EXCUSABLE DELAY
		
	12	  	NON-EXCUSABLE DELAY
		
	13	  	WARRANTIES AND SERVICE LIFE POLICY
		
	14	  	PATENT AND COPYRIGHT INDEMNITY
		
	15	  	TECHNICAL DATA AND SOFTWARE SERVICES
		
	16	  	SELLER REPRESENTATIVE SERVICES
		
	17	  	TRAINING SUPPORT AND SERVICES
		
	18	  	EQUIPMENT SUPPLIER PRODUCT SUPPORT
		
	19	  	BUYER FURNISHED EQUIPMENT
		
	20	  	INDEMNIFICATION AND INSURANCE
		
	21	  	TERMINATION
		
	22	  	ASSIGNMENTS AND TRANSFERS
		
	23	  	MISCELLANEOUS PROVISIONS


  

			
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 CONTENTS 
  

			
	EXHIBITS	  	TITLES
		
	 Exhibit A
	  	SPECIFICATION
		
	 Exhibit B
	  	FORM OF SPECIFICATION CHANGE NOTICE / MANUFACTURER SPECIFICATION CHANGE NOTICE
		
	 Exhibit C
	  	PART 1 AIRFRAME PRICE REVISION FORMULA
	
	 PART 2 PROPULSION SYSTEMS PRICE REVISION FORMULA –

	 CFM INTERNATIONAL

	
	 PART 3 PROPULSION SYSTEMS PRICE REVISION FORMULA –

	INTERNATIONAL AERO ENGINES
		
	 Exhibit D
	  	FORM OF CERTIFICATE OF ACCEPTANCE
		
	 Exhibit E
	  	FORM OF BILL OF SALE
		
	 Exhibit F
	  	SERVICE LIFE POLICY – LIST OF ITEMS
		
	 Exhibit G
	  	TECHNICAL DATA INDEX
		
	 Exhibit H
	  	MATERIAL SUPPLY AND SERVICES
		
	 Exhibit I
	  	LICENSES AND ON LINE SERVICES


  

			
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 A320 PURCHASE AGREEMENT 

This A320 Purchase Agreement (the “Agreement”) is made as of
                     December 2010 
 BETWEEN:

 AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1
Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”), 

and 
 AVOLON AEROSPACE LEASING LIMITED, a company created
and existing under laws of Cayman Islands having its principal place of business at The Oval, Building 3, Shelbourne Rd, Ballsbridge Dublin 4, Ireland (the “Buyer”). 

hereinafter each individually referred to as a “Party” and collectively as the “Parties”. 

WHEREAS subject to the terms and conditions of this Agreement, the Seller desires to sell the Aircraft to the Buyer and the Buyer desires to purchase
the Aircraft from the Seller. 

  

			
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 NOW THEREFORE IT IS AGREED AS FOLLOWS: 

 

	0	DEFINITIONS AND INTERPRETATION 

  

	0.1	In addition to words and terms elsewhere defined in this Agreement, the initially capitalized words and terms used in this Agreement shall have the meaning set out below. 


Affiliate means a) with respect to the Seller any person or entity, any other person or entity directly or indirectly controlling,
controlled by or under common control with such person or entity, and b) with respect to the Buyer any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity
for these purposes control shall be construed so as to include the ownership, either directly or indirectly and legally or beneficially, of more than 50% of the issued share capital of a company and controlling, controlled by and under common
control with shall be construed accordingly. 
 AirbusWorld corresponds to the Seller’s customer portal as further
defined in Part 2 of Exhibit I. 
 Aircraft means an A320 Aircraft or an A319 Aircraft or an A321 Aircraft, as applicable, delivered
or to be delivered under this Agreement, including the Airframe, the Propulsion Systems, and any part, component, furnishing or equipment installed on the Aircraft on Delivery under the terms and conditions of this Agreement. 

A320 Aircraft means an Airbus A320-200 model aircraft, delivered or to be delivered under this Agreement, including the
Airframe, the Propulsion Systems, and any part, component, furnishing or equipment installed on the Aircraft on Delivery under the terms and conditions of this Agreement. 

A319 Aircraft means an Airbus A319-100 model aircraft, delivered or to be delivered under this Agreement, including the
Airframe, the Propulsion Systems, and any part, component, furnishing or equipment installed on the Aircraft on Delivery under the terms and conditions of this Agreement. 

A321 Aircraft means an A321-200 model aircraft, as applicable, delivered or to be delivered under this Agreement, including the
Airframe, the Propulsion Systems, and any part, component, furnishing or equipment installed on the Aircraft on Delivery under the terms and conditions of this Agreement. 

Aircraft Training Services means any flight support services including but not limited to any and all training courses, flight
training, flight assistance, line training, line assistance and more generally all flights of any kind performed by the Seller, its agents, employees or subcontractors, and maintenance support, maintenance training (including Practical Training),
training support of any kind performed on aircraft and provided to the Buyer pursuant to this Agreement. 
 Airframe means the
Aircraft excluding the Propulsion Systems. 
 Airframe Base Price has the meaning set out in Clause 3.1. 

Airframe Price Revision Formula is set out in Part 1 of Exhibit C. 

  

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

Balance of Final Price has the meaning set out in Clause 5.4.1. 

Base Price means the sum of the Airframe Base Price and the Propulsion Systems Base Price. 

Bill of Sale has the meaning set out in Clause 9.2.2. 

Business Day means a day, other than a Saturday or Sunday, on which business of the kind contemplated by this Agreement is
carried on in France, in Germany and in the Buyer’s country or, where used in relation to a payment, which is a day on which banks are open for business in France, in Germany, in the Buyer’s country and in New York, as appropriate. 

Buyer Furnished Equipment or BFE has the meaning set out in Clause 18.1.1. 

Certificate of Acceptance has the meaning set out in Clause 8.3. 

Contractual Definition Freeze or CDF has the meaning set out in Clause 2.4.2. 

Customization Milestone Chart has the meaning set out in Clause 2.4.1. 

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

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

Delivery Date means the date on which Delivery shall occur. 

Delivery Location means the facilities of the Seller at the location of final assembly of the Aircraft **** 

Excusable Delay has the meaning set out in Clause 10.1. 

Export Airworthiness Certificate means an export certificate of airworthiness issued by the Aviation Authority of the Delivery
Location or the statement of conformity, EASA Form 52, for Aircraft to be registered in a Member State of the European Community. 

Final Price has the meaning set out in Clause 3.3 

General Terms and Conditions or GTC means the General Terms and Conditions of Access to and Use of AirbusWorld set forth in Part
2 to Exhibit I. 
 Goods and Services means any goods and services that may be purchased by the Buyer from the Seller,
excluding Aircraft. 

  

			
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 Gross Negligence means any act or omission done with intent to cause damage or
recklessly and with knowledge that damage would probably result. 
 Ground Training Services means all training courses
performed in classrooms (classical or Airbus CBT courses), full flight simulator sessions, fixed base simulator sessions, field trips and any other services provided to the Buyer on the ground pursuant to this Agreement and which are not Aircraft
Training Services. 
 LIBOR means **** 

Manufacture Facilities means the various manufacture facilities of the Seller, its Affiliates or any sub-contractor, where the
Airframe or its parts are manufactured or assembled. 
 Manufacturer Specification Change Notice or MSCN has the meaning set
out in Clause 2.2.2.1. 
 Material has the meaning set out in Clause 1.2 of Exhibit H. 

Non-Excusable Delay has the meaning set out in Clause 11.1. 

Operator means a) the first operator of the Aircraft at Delivery which benefits from an assignment of Buyer’s rights under
clause 21.1.3, or b) an operator that has entered into a participation agreement with the Buyer in respect of an Aircraft before such Aircraft’s Delivery or c) or such other operator as the Seller may agree to in writing. 

Predelivery Payment means the payment(s) determined in accordance with Clause 5.3. 

Propulsion Systems has the meaning set out in Clause 2.3. 

Propulsion Systems Base Price means the price of a set of Propulsion Systems as set out in Clause 3.2. 

Propulsion Systems Reference Price means the reference price of a set of Propulsion Systems as set out in Part 2 and Part 3 of
Exhibit C. 
 Propulsion Systems Manufacturer means the manufacturer of the Propulsion Systems as set out in Clause 2.3. 

Propulsion Systems Price Revision Formula is set out in Part 2 and Part 3 of Exhibit C. 

Ready for Delivery means the time when (i) the Technical Acceptance Process has been successfully completed and
(ii) the Export Airworthiness Certificate has been issued or is eligible for issuance. 
 Scheduled Delivery Month has
the meaning set out in Clause 9.1. 
 Seller Furnished Equipment or SFE corresponds to items of equipment that are identified
in the Specification as being furnished by the Seller. 
 Seller Representatives means the representatives of the Seller
referred to in Clause 15. 

  

			
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 Seller Representatives Services means the services provided by the Seller to the
Buyer and from the Buyer to the Seller pursuant to Clause 15. 
 Seller Service Life Policy has the meaning set out in Clause
12.2. 
 Spare Parts means the items of equipment and material that may be provided pursuant to Exhibit H. 

Specification Change Notice or SCN means an agreement in writing between the parties to amend the Specification pursuant to
Clause 2. 
 Specification means either (a) the Standard Specification if no SCNs are applicable or (b) if SCNs are
issued, the Standard Specification as amended by all applicable SCNs. 
 Standard Specification means either; 

 

	 	(i)	the A319 standard specification document J.000.01000, issue 6, dated March 1, 2007, as amended to reflect a MTOW of **** metric tons, a MLW of **** metric tons and a MZFW of **** metric tons. 


 

	 	(ii)	the A320 standard specification document D.000.02000, issue 7, dated March 1, 2007, as amended to reflect a MTOW of **** metric tons, a MLW of **** metric tons and a MZFW of **** metric tons. 


 

	 	(iii)	the A321 standard specification document E.000.02000, issue 4, dated March 1, 2007, as amended to reflect a MTOW of **** metric tons, a MLW of **** metric tons and a MZFW of **** metric tons. 


as relevant and copies of which have been annexed hereto as Exhibit A. 

Supplier has the meaning set out in Clause 12.3.1.1. 

Supplier Part has the meaning set out in Clause 12.3.1.2. 

Supplier Product Support Agreement has the meaning set out in Clause 12.3.1.3. 

SPSA Application means the application on AirbusWorld, which provides the Buyer with access to the Supplier Product Support
Agreements. 
 Technical Data has the meaning set out in Clause 14.1. 

Total Loss has the meaning set out in Clause 10.4. 

Type Certificate has the meaning set out in Clause 7.1. 

Warranted Part has the meaning set out in Clause 12.1.1. 

  

			
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	0.2	Clause headings and the Index are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement. 


 

	0.3	In this Agreement unless the context otherwise requires: 

  

	 	(a)	references to Clauses, Appendices and Exhibits are to be construed as references to the Clauses of, and Appendices, and Exhibits to this Agreement and references to this Agreement include its Schedules, Exhibits and
Appendices; 

  

	 	(b)	words importing the plural shall include the singular and vice versa; and 

  

	 	(c)	references to a person shall be construed as including, without limitation, references to an individual, firm, company, corporation, unincorporated body of persons and any state or agency of a state. 


  

			
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	1	SALE AND PURCHASE 

 The Seller shall sell and deliver and the Buyer shall buy and take
delivery of **** A320 Aircraft on the Delivery Date at the Delivery Location upon the terms and conditions contained in this Agreement. 

  

			
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	2	SPECIFICATION 

  

	2.1	Aircraft Specification 

 The Aircraft shall be manufactured in accordance with the
Standard Specification, as may already have been modified or varied prior to the date of this Agreement by the Specification Change Notices listed in Appendix 1 to Exhibit A. 
  


	2.2	Specification Amendment 

 The parties understand and agree that the Specification may be
further amended following signature of this Agreement in accordance with the terms of this Clause 2. 
  

	2.2.1	Specification Change Notice 

 The Specification may be amended by written agreement
between the parties in a Specification Change Notice (SCN). Each SCN shall be substantially in the form set out in Exhibit B1 and shall set out the SCN’s Aircraft embodiment rank and shall also set forth, in detail, the particular change to be
made to the Specification and the effect, if any, of such change on design, performance, weight, Delivery Date of the Aircraft affected thereby and on the text of the Specification. An SCN may result in an adjustment of the Base Price of the
Aircraft, which adjustment, if any, shall be specified in the SCN. 
  

	2.2.2	Development Changes 

 The Specification may also be amended to incorporate changes
deemed necessary by the Seller to improve the Aircraft, prevent delay or ensure compliance with this Agreement (“Development Changes”), as set forth in this Clause 2. 

 

	2.2.2.1	Manufacturer Specification Change Notices 

 The Specification may be amended by
the Seller through a Manufacturer Specification Change Notice (“MSCN”), which shall be substantially in the form set out in Exhibit B2 hereto and shall set out the MSCN’s Aircraft embodiment rank as well as, in reasonable detail, the
particular change to be made to the Specification and the effect, if any, of such change on performance, weight, Aircraft Base Price, Delivery Date of the Aircraft affected thereby and interchangeability or replaceability requirements under the
Specification. 
 Except when the MSCN is necessitated by an Aviation Authority directive or by equipment obsolescence, in which case the
MSCN shall be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price, Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under
the Specification, the Seller shall notify the Buyer of a reasonable period of time during which the Buyer must accept or reject such MSCN. If the Buyer does not notify the Seller of the rejection of the MSCN within such period, the MSCN shall be
deemed accepted by the Buyer and the corresponding modification shall be accomplished. 
 **** 

 

	2.2.2.2	 In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on any of the elements as
set forth in 2.2.2.1 above, such 



  

			
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revision shall be performed by the Seller without the Buyer’s consent. In such cases, the Buyer shall have access to the details of such changes through the relevant application in
AirbusWorld. 
  

	2.3	Propulsion Systems 

  

	2.3.1	A319-100 Propulsion Systems 

 The Airframe shall be equipped with a set of two
(2) (a) CFM International CFM56- 5B6/3 engines (or other CFM56 Series engines as may be agreed upon) or (b) International Aero Engines V2524-A5 (or other V2500 Series engines as may be agreed upon) (the “Propulsion
Systems”). 
  

	2.3.2	A320-200 Propulsion Systems 

 The Airframe shall be equipped with a set of two
(2) (a) CFM International CFM56- 5B4/3 engines (or other CFM56 Series engines as may be agreed upon) or (b) International Aero Engines V2527-A5 (or other V2500 Series engines as may be agreed upon) (the “Propulsion
Systems”). 
  

	2.3.3	A321-200 Propulsion Systems 

 The Airframe shall be equipped with a set of two
(2) (a) CFM International CFM56- 5B3/3 engines (or other CFM56 Series engines as may be agreed upon) or (b) International Aero Engines V2533-A5 (or other V2500 Series engines as may be agreed upon) (the “Propulsion
Systems”). 
  

	2.4	Milestones 

  

	2.4.1	Customization Milestones Chart 

 Within a reasonable period following signature of this
Agreement, the Seller shall provide the Buyer with a customization milestones chart (the “Customization Milestone Chart”), setting out how far in advance of the Scheduled Delivery Month of the Aircraft an SCN must be executed in order to
integrate into the Specification any items requested by the Buyer from the Seller’s catalogues of Specification change options (the “Option Catalogues”). 
  

	2.4.2	Contractual Definition Freeze 

 The Customization Milestone Chart shall in particular
define the date(s) by which the contractual definition of the Aircraft must be finalized and all SCNs need to have been executed by the Buyer (the “Contractual Definition Freeze” or “CDF”) in order to enable their incorporation
into the manufacturing of the Aircraft and Delivery of the Aircraft in the Scheduled Delivery Month. Each such date shall be referred to as a “CDF Date”. 

  

			
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	3	PRICES 

  

	3.1	Airframe Base Price 

  

	3.1.1	The A319-100 Airframe Base Price is the sum of: 

 **** 

 

	3.1.2	The A320-200 Airframe Base Price is the sum of: 

 **** 

 

	3.1.3	The A321-200 Airframe Base Price is the sum of: 

 **** 

 

	3.2	Propulsion Systems Base Price 

  

	3.2.1	A319-100 Propulsion Systems Base Price 

  

	3.2.1.1	The CFM International Propulsion Systems 

 ****. 

 

	3.2.1.2	The IAE International Propulsion Systems 

 **** 

 

	3.2.2	A320-200 Propulsion Systems Base Price 

  

	3.2.2.1	The CFM International Propulsion Systems 

 **** 

 

	3.2.2.2	The IAE International Propulsion Systems 

 ****. 

 

	3.2.3	A321-200 Propulsion Systems Base Price 

  

	3.2.3.1	The CFM International Propulsion Systems 

 **** 

 

	3.2.3.2	The IAE International Propulsion Systems 

 **** 

 

	3.3	Final Price 

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

 

	 	(i)	the Airframe Base Price as revised as of the Delivery Date in accordance with Clause 4.1; plus 


  

			
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	 	(ii)	the aggregate of all increases or decreases to the Airframe Base Price as agreed in any Specification Change Notice or part thereof applicable to the Airframe subsequent to the date of this Agreement as revised as of
the Delivery Date in accordance with Clause 4.1; plus 

  

	 	(iii)	the Propulsion Systems Reference Price as revised as of the Delivery Date in accordance with Clause 4.2; plus 

  

	 	(iv)	the aggregate of all increases or decreases to the Propulsion Systems Reference Price as agreed in any Specification Change Notice or part thereof applicable to the Propulsion Systems subsequent to the date of this
Agreement as revised as of the Delivery Date in accordance with Clause 4.2; plus 

  

	 	(v)	any other amount due by the Buyer to the Seller pursuant to this Agreement and/or any other written agreement between the Buyer and the Seller with respect to such Aircraft. 


For clarity, any decrease or increase referred to in (ii) or (iv) above, shall have the effect of reducing (in the case of a
decrease) or increasing (in the case of an increase) the Final Price of the relevant Aircraft accordingly. 

  

			
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	4	PRICE REVISION 

  

	4.1	Revision of Airframe Base Price 

 The Airframe Base Price is subject to revision in
accordance with the Airframe Price Revision Formula up to and including the Delivery Date as set forth in Part 1 of Exhibit C. 
  

	4.2	Revision of Propulsion Systems Reference Price 

  

	4.2.1	The Propulsion Systems Reference Price is subject to revision in accordance with the Propulsion Systems Price Revision Formula up to and including the Delivery Date, as set forth in Part 2 and 3 of Exhibit C.


  

	5	PAYMENTS 

  

	5.1	Seller’s Account 

 The Buyer shall pay the Predelivery Payments, the Balance of
Final Price and/or any other amount due by the Buyer to the Seller, to the Seller’s account: 
  

	
	 Beneficiary Name: AIRBUS

 
 account identification: ****

 
 with:
  

****
 SWIFT: ****

ABA: ****


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

 

	5.2	Commitment Fee 

 ****. 

 

	5.3	Predelivery Payments 

  

	5.3.1	The Buyer shall pay Predelivery Payments to the Seller calculated on the predelivery payment reference price of each Aircraft. The predelivery payment reference price is determined by the following formula:


 **** 
  

	5.3.2	Such Predelivery Payments shall be made in accordance with the following schedule: 


**** 
 In the event of the above
schedule resulting in any Predelivery Payment falling due prior to the date of signature of the Agreement, such Predelivery Payments shall be made upon signature of this Agreement. 

  

			
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 Within **** after the date of this Agreement, the Seller shall provide the Buyer with a detailed
Predelivery Payment schedule including amounts and due dates in respect of all Predelivery Payments payable under this Agreement. 
  

	5.3.3	Any Predelivery Payment received by the Seller shall constitute an instalment in respect of the Final Price of the Aircraft. The Seller shall be entitled to hold and use any Predelivery Payment as absolute owner
thereof, ****. 

  

	5.3.4	**** 

  

	5.3.5	Specification Change Notice Predelivery Payments 

 The Seller shall be entitled to
request Predelivery Payments for each SCN executed after signature of this Agreement: 
  

	 	(i)	for each SCN executed prior to the first day of the ****prior to the Scheduled Delivery Month, this Predelivery Payment shall 

  

	 	(ii)	correspond to a percentage of the SCN price equal to the total percentage of Predelivery Payments as defined in Clause 5.3.2 above and shall be paid on the first day of the **** prior to the Scheduled Delivery Month;


  

	 	(iii)	for each SCN executed between ****prior to the Scheduled Delivery Month, this Predelivery Payment shall amount to ****of the SCN price and for each SCN executed between ****prior to the Scheduled Delivery Month this
payment shall amount to ****of the SCN price; 

  

	 	 	these payments shall be paid on the first day of the ****prior to the Scheduled Delivery Month; 

  

	 	(iv)	each of the above Predelivery Payments shall constitute an instalment towards the Final Price of the corresponding Aircraft. 

  

	5.4	Balance of Final Price 

  

	5.4.1	The Balance of Final Price payable by the Buyer to the Seller on the Delivery Date shall be the Final Price less the amount of Predelivery Payments received by the Seller on or before the Delivery Date.


  

	5.4.2	Upon receipt of the Seller’s invoice, and immediately prior to Delivery, provided the Aircraft is Ready for Delivery, the Buyer shall pay to the Seller the Balance of Final Price. 


 

	5.5	Other Charges 

 Unless expressly stipulated otherwise, any other charges due under this
Agreement other than those set out in Clauses 5.2, 5.3 and 5.4 shall be paid by the Buyer at the same time as payment of the Balance of Final Price or, if invoiced after the Delivery Date, within **** after the invoice date. 

  

			
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	5.6	Method of Payment 

  

	5.6.1	All payments provided for in this Agreement shall be made in United States Dollars (USD) in immediately available funds. 

  

	5.6.2	All payments due to the Seller hereunder shall be made in full, without set-off, counterclaim, deduction or withholding of any kind (other than any credits made available by the Seller that are capable of being
applied and are actually applied towards the reduction of amounts due under this Agreement) Consequently, the Buyer shall procure that the sums received by the Seller under this Agreement shall be equal to the full amounts expressed to be due to the
Seller hereunder, without deduction or withholding on account of and free from any and all taxes, levies, imposts, dues or charges of whatever nature. If the Buyer is compelled by law to make any such deduction or withholding the Buyer shall pay
such additional amounts as may be necessary in order that the net amount received by the Seller after such deduction or withholding shall be equal to the amounts which would have been received in the absence of such deduction or withholding and pay
to the relevant taxation or other authorities within the period for payment permitted by applicable law, the full amount of the deduction or withholding. 


If in relation to additional amounts paid by the Buyer pursuant to Clause 5.6.2, the Seller in good faith determines that it has actually
received a credit against, or relief or remission for, or repayment of, any taxes, levies, imposts, dues or charges of whatever nature paid or payable by the Seller in respect of or calculated with reference to the deduction or withholding giving
rise to such payment, the Seller shall, to the extent that it can do so without prejudice to the retention of the amount of such credit relief, remission or repayment and without leaving the Seller in any worse position than that in which it would
have been had such deduction or withholding not been required to be made, pay to the Buyer such amount as the Seller shall in good faith have determined to be attributable to the relevant deduction or withholding. 

 

	5.7	Overdue Payments 

 If any payment due to the Seller under this Agreement including but
not limited to any Predelivery Payment, commitment fee, option fee for the Aircraft as well as any payment due to the Seller for any spare parts, data, documents, training and services, is not received on the due date, without prejudice to the
Seller’s other rights under this Agreement and at law, the Seller shall be entitled to claim from the Buyer, and the Buyer shall promptly pay to the Seller upon receipt of such claim, an agreed fixed amount destined to compensate the Seller for
the negative consequences, costs, losses and expenses, that the Seller may suffer as a result of such late payment. The amount of such compensation shall be calculated at the rate of at a rate equal to **** on the amount of such overdue payment,
counting from and including the due date of payment up to and including the date when the payment is received by the Seller. 
 ****. 

 

	5.8	Taxes 

  

	5.8.1	The amounts stated in this Agreement to be payable by the Buyer are exclusive of value added tax (“VAT”) chargeable under the laws of the Delivery Location and accordingly the Buyer shall pay any VAT
chargeable in respect of supplies to the Buyer as contemplated by this Agreement. 


  

			
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	5.8.2	The Seller shall pay all other taxes, duties or similar charges of any nature whatsoever levied, assessed, charged or collected for or in connection with the manufacture, assembly, sale and delivery under this
Agreement of any of the Aircraft, services provided, instructions and data delivered or furnished hereunder provided that, in the case of charges relating only to the sale and Delivery of the Aircraft to the Buyer, such charges have been promulgated
and are enforceable under the laws of the Delivery Location or the state of incorporation of the Seller. 

  

	5.8.3	The Buyer shall bear **** the costs of and pay any and all taxes, duties or similar charges of any nature whatsoever relating to this Agreement not assumed by the Seller under sub-Clause 5.8.2 including but not
limited to any duties or taxes due upon or in relation to the importation or registration of the Aircraft in the Buyer’s or Operator’s country and/or any withholdings or deductions levied or required in the Buyer’s or Operator’s
country in respect of the payment to the Seller of any amount due by the Buyer hereunder, but excluding any tax on Seller’s net income. 

  

	5.8.4	**** 

  

	5.9	Proprietary Interest 

 The Buyer shall not, by virtue of anything contained in this
Agreement (including, without limitation, any Predelivery Payments hereunder, or any designation or identification by the Seller of a particular aircraft as an Aircraft to which any of the provisions of this Agreement refers) acquire any
proprietary, insurable or other interest whatsoever in any Aircraft before Delivery of and payment for such Aircraft, as provided in this Agreement. 
  

	5.10	Cross-Collateralisation 

 ****. 

  

			
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	6	MANUFACTURE PROCEDURE – INSPECTION 

  

	6.1	Manufacture Procedure 

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

	6.2	Inspection 

  

	6.2.1	Subject to providing the Seller with certificates evidencing compliance with the insurance requirements set forth in Clause 19, the Buyer or its duly authorised representatives, which representatives may include
the Operator of the relevant Aircraft after the signature of a delegation letter or participation agreement, (the “Buyer’s Inspector(s)”) shall be entitled to inspect the manufacture of the Airframe and all materials and parts
obtained by the Seller for the manufacture of the Airframe on the following terms and conditions; 

  

	 	(i)	any inspection shall be made according to a procedure to be agreed upon with the Buyer but shall be conducted pursuant to the Seller’s own system of inspection as developed under the supervision of the relevant
Aviation Authority; 

  

	 	(ii)	the Buyer’s Inspector(s) shall have access to Seller’s IT tools that shall provide transparency on such relevant technical data as is reasonably necessary for the purpose of the inspection; 


 

	 	(iii)	any inspection and any related discussions with the Seller and other relevant personnel by the Buyer’s Inspector(s) shall be at reasonable times during business hours and shall take place in the presence of
relevant inspection department personnel of the Seller; and 

  

	 	(iv)	the inspections shall be performed in a manner not to unduly delay or hinder the manufacture or assembly of the Aircraft or the performance of this Agreement by the Seller or any other work in progress at the
Manufacture Facilities. 

  

	6.2.2	Location of Inspections 

 The Buyer’s Inspector(s) shall be entitled to conduct any
such inspection at the relevant Manufacture Facility of the Seller or the Affiliates and where possible at the Manufacture Facilities of the sub-contractors provided that if access to any part of the Manufacture Facilities where the Airframe
manufacture is in progress or materials or parts are stored are restricted for security or confidentiality reasons, the Seller shall be allowed reasonable time to make the relevant items available elsewhere. 

 

	6.3	Seller’s Service for Buyer’s Inspector(s) 

 **** 

  

			
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	7	CERTIFICATION 

  

	7.1	Type Certification 

 The Aircraft has been type certificated under European Aviation
Safety Agency (EASA) procedures for joint certification in the transport category. The Seller has obtained the relevant type certificate (the “Type Certificate”) to allow the issuance of the Export Airworthiness Certificate. 

 

	7.2	Export Airworthiness Certificate 

  

	7.2.1	The Aircraft shall be delivered to the Buyer with an Export Airworthiness Certificate. 

  

	7.2.2	If, any time before the date on which the Aircraft is Ready for Delivery, any law or regulation is enacted, promulgated, becomes effective and/or an interpretation of any law or regulation is issued which
requires any change to the Specification for the purposes of obtaining the Export Airworthiness Certificate (a “Change in Law”), the Seller shall make the required variation or modification and the parties hereto shall sign a
Specification Change Notice which specifies the effects, if any, upon the guaranteed performances, weights, interchangeability, time of Delivery, price of the Aircraft and text of the Specification. 


 

	7.2.3	The Seller shall as far as practicable (but at its sole discretion and without prejudice to Clause 7.3.1 (ii) take into account the information available to it concerning any proposed law, regulation or
interpretation which could become a Change in Law in order to minimise the costs of changes to the Specification as a result of such proposed law, regulation or interpretation becoming effective prior to the Aircraft being Ready for Delivery.


  

	7.3	Costs of SCNs for Certification 

  

	7.3.1	The costs of implementing the variation or modification referred to in Clause 7.2.2 above shall be: 


****. 
 It is
understood that such costs shall reflect the Seller’s price for such variation or modification as is generally offered to the market. 
  

	7.3.2	Notwithstanding the provisions of sub-Clauses 7.3.1 (i) to (iii), if the Change in Law relates to the Propulsion Systems, the costs shall be borne in accordance with such arrangements as may be made
separately between the Buyer and the Propulsion Systems Manufacturer. 

  

	7.4	Validation of the Export Airworthiness Certificate 

  

	7.4.1	****. 

  

	7.4.2	****. 


  

			
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	8	BUYER’S TECHNICAL ACCEPTANCE 

  

	8.1	Technical Acceptance Process 

  

	8.1.1	Prior to Delivery the Aircraft shall undergo a technical acceptance process, **** (the “Technical Acceptance Process”). Completion of the Technical Acceptance Process shall demonstrate the
satisfactory functioning of the Aircraft and shall be deemed to demonstrate compliance with the Specification. Should it be established that the Aircraft does not comply with the Technical Acceptance Process requirements, the Seller shall without
hindrance from the Buyer be entitled to carry out any necessary changes and, as soon as practicable thereafter, resubmit the Aircraft to such further Technical Acceptance Process as is necessary to demonstrate the elimination of the non-compliance.


 ****. 
  

	8.1.2	The Technical Acceptance Process shall: 

  

	 	(i)	commence on a date notified by the Seller to the Buyer by no less than **** notice; 

  

	 	(ii)	take place at the Delivery Location; 

  

	 	(iii)	be carried out by the personnel of the Seller; 

  

	 	(iv)	include a technical acceptance flight which shall not exceed a period **** 

  

	8.2	Buyer’s and Operator’s Attendance 

  

	8.2.1	The Buyer and the Operator or any third party acceptable to the Seller, shall be entitled to elect to attend the Technical Acceptance Process. 


 

	8.2.2	If the Buyer and the Operator elect to attend the Technical Acceptance Process, the Buyer and the Operator; 

  

	 	(i)	shall co-operate in complying with the reasonable requirements of the Seller with the intention of completing the Technical Acceptance Process within ****after its commencement; 


 

	 	(ii)	may have a cumulated maximum of ****of the Buyer’s and the Operator’s representatives (with no more than ****such representatives having access to the cockpit at any one time) accompany the Seller’s
representatives on a technical acceptance flight and during such flight the Buyer’s and the Operator’s representatives shall comply with the reasonable instructions of the Seller’s representatives. 


 

	8.2.3	If the Buyer does not attend and/or fails to co-operate in the Technical Acceptance complete the Technical Acceptance Process and the Buyer shall be deemed to have accepted the Technical Acceptance Process as
satisfactory in all respects. 

  

	8.3	Certificate of Acceptance 

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

  

			
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	8.4	Aircraft Utilisation 

 The Seller shall, without payment or other liability, be entitled
to use the Aircraft prior to Delivery as may be necessary to obtain the certificates required under Clause 7, and such use shall not prejudice the Buyer’s obligation to accept Delivery of the Aircraft hereunder. 

However the Seller shall not be authorised to use the Aircraft during more than (i) ****or (ii) ****, whichever occurs first, for
any other purpose without the specific agreement of the Buyer. 
  

	9	DELIVERY 

  

	9.1	Delivery Schedule 

  

	9.1.1	Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location within the following months: 


 

					
	 ****
	 	****	 	****
	 ****
	 	****	 	****
	 ****
	 	****	 	****
	 ****
	 	****	 	****
	 ****
	 	****	 	****
	 ****
	 	****	 	****
	 ****
	 	****	 	****
	 ****
	 	****	 	****

 Each of such months shall be, with respect to the corresponding Aircraft, the “Scheduled Delivery
Month”. 
  

	9.1.2	The Seller shall give the Buyer at least ****prior written notice of the anticipated week on which the Aircraft shall be Ready for Delivery. The Seller shall give the Buyer at least **** prior written notice of
the anticipated date on which the Aircraft shall be Ready for Delivery. Thereafter the Seller shall promptly notify the Buyer of any change in such date necessitated by the conditions of manufacture or flight. 


 

	9.2	Delivery 

  

	9.2.1	The Buyer shall send its representatives to the Delivery Location to take Delivery of, and collect, the Aircraft within ****after the date on which the Aircraft is Ready for Delivery and shall pay the Balance of
the Final Price on or before the Delivery Date. 

  

	9.2.2	The Seller shall deliver and transfer title to the Aircraft free and clear of all encumbrances to the Buyer provided that the Balance of the Final Price has been paid by the Buyer pursuant to Clause 5.4 and that
the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. The Seller shall provide the Buyer or its nominee with a bill of sale in the form of Exhibit E (the “Bill of Sale”) and/or such other
documentation confirming transfer of title and receipt of the Final Price as may reasonably be requested by the Buyer. Title to, property in and risk of loss of or damage to the Aircraft shall be transferred to the Buyer or its nominee on Delivery.



  

			
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	9.2.3	Should the Buyer fail to 

  

	 	(i)	deliver the signed Certificate of Acceptance to the Seller within the delivery period as defined in Clause 9.2.1; or 

  

	 	(ii)	pay the Balance of the Final Price for the Aircraft to the Seller within the above defined period 


then in each case, provided the Aircraft is Ready for Delivery, the Buyer shall be deemed to have rejected delivery of the Aircraft without
warrant when duly tendered to it hereunder. In addition to Clause 5.7 and the Seller’s other rights under this Agreement, the Seller shall retain title to the Aircraft but the Buyer shall thereafter bear all risk of loss of or damage to the
Aircraft and shall indemnify and hold the Seller harmless against any and all costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from such failure (subject to any requirement for mitigation
under applicable law), it being understood that the Seller shall be under no duty to store, park, insure, or otherwise protect the Aircraft. 
  

	9.3	Fly Away 

  

	9.3.1	The Buyer and the Seller shall co-operate (and if necessary, with the Operator) to obtain any licenses which may be required by the Aviation Authority of the Delivery Location for the purpose of exporting the
Aircraft. 

  

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


  

			
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	10	EXCUSABLE DELAY 

  

	10.1	The Buyer acknowledges that the Aircraft are to be manufactured by the Seller in performance of this Agreement and that the Scheduled Delivery Months are based on the assumption that there shall be no delay due
to causes beyond the control of the Seller. Accordingly, Seller shall not be responsible for any delay in the Delivery of the Aircraft or delay or interruption in the performance of the other obligations of the Seller hereunder due to causes beyond
its reasonable control, and not occasioned or prolonged by its fault or negligence including (but without limitation) acts of God or the public enemy, war, civil war, warlike operations, terrorism, insurrections or riots, fires, explosions, natural
disasters, compliance with any applicable foreign or domestic governmental regulation or order, labour disputes causing cessation, slowdown or interruption of work, inability after due and timely diligence to procure materials, equipment or parts
(provided such inability to procure has not been caused by Seller’s failure to properly plan for the timely provisions of materials, equipment or parts) or general hindrance in transportation or failure of a sub-contractor or supplier to
furnish materials, equipment or parts. Any delay or interruption resulting from any of the foregoing causes is referred to as an “Excusable Delay”. 

  

	10.2	If an Excusable Delay occurs: 

  

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

  

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


 

	 	(iii)	the Seller shall not be deemed to be in default in the performance of its obligations hereunder as a result of such Excusable Delay and 


 

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

  

	10.3	**** 

  

	10.3.1	**** 

  

	10.3.2	**** 

  

	10.3.3	**** 

  

	10.4	Total Loss, Destruction or Damage 

 If prior to Delivery, any Aircraft is lost,
destroyed or in the reasonable opinion of the Seller is damaged beyond repair (“Total Loss”), the Seller shall notify the Buyer to this effect as soon as reasonably possible and in any event within **** of such occurrence. The
Seller shall include in said notification (or as soon after the issue of the notice as such information becomes available to the Seller) the earliest date consistent with the Seller’s other commitments and production capabilities that an
aircraft to replace the Aircraft may be delivered to the Buyer and the Scheduled Delivery Month shall be extended as specified in the Seller’s notice to accommodate the delivery of the replacement aircraft; provided,


  

			
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however, that in the event the specified extension of the Scheduled Delivery Month to a month is exceeding **** after the last day of the original Scheduled Delivery Month then this Agreement
shall terminate with respect to said Aircraft unless: 
  

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


  

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


provided, however, that nothing herein shall require the Seller to manufacture and deliver a replacement aircraft if such manufacture would
require the reactivation of its production line for the model or series of aircraft which includes the Aircraft purchased hereunder. 
  

	10.5	Termination Rights Exclusive 

 In the event that this Agreement shall be terminated as
provided for under the terms of **** or 10.4, such termination shall discharge all obligations and liabilities of the parties hereunder with respect to such affected Aircraft ****. The Seller shall in no circumstances have any liability whatsoever
for Excusable Delay other than as set forth in this Clause 10. 

  

			
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	11	NON-EXCUSABLE DELAY 

  

	11.1	Liquidated Damages 

 **** 

 

	11.2	Re-negotiation 

 **** 

 

	11.3	Termination 

 **** 

 

	11.4	Limitation of Damages 

 **** 

  

			
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	12	WARRANTIES AND SERVICE LIFE POLICY 

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

	12.1	Standard Warranty 

  

	12.1.1	Nature of Warranty 

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

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

  

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

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

 

	 	(i)	in material; 

  

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

  

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


 

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


  

	12.1.2	Exclusions 

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

 

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


 

	 	(ii)	any defect inherent in the Seller’s design of the installation, in consideration of the state of the art at the date of such design, which impairs the use of such items, shall constitute a defect in design for the
purpose of this Clause 12.1 and be covered by the warranty set forth in Clause 12. 1.1 (iii). 


  

			
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	12.1.3	Warranty Period 

 The warranties set forth in Clauses 12.1.1 and 12.1.2 shall be limited
to those defects that become apparent within **** after Delivery of the affected Aircraft (the “Warranty Period”). 
  

	12.1.4	Buyer’s Remedy and Seller’s Obligation 

  

	12.1.4.1	The Buyer’s remedy and the Seller’s obligation and liability under Clauses 12.1.1 and 12.1.2 are limited to, ****. 


The Seller may alternatively **** 
  

	12.1.4.2	In the event of a defect covered by Clauses 12.1.1 (iii), 12.1.1 (iv) and 12.1.2 (ii) becoming apparent within the Warranty Period, the Seller shall also, if so requested by the Buyer in writing,
correct such defect in any Aircraft which has not yet been delivered to the Buyer, provided, however, that the Seller shall not be responsible, nor deemed to be in default on account of any delay in Delivery of any Aircraft or otherwise in respect
of the performance of this Agreement, due to the Seller’s undertaking to make such correction and provided further that, rather than accept a delay in the Delivery of any such Aircraft, the Buyer and the Seller may agree to deliver such
Aircraft with subsequent correction of the defect by the Buyer at the Seller’s expense, or the Buyer may elect to accept Delivery and thereafter file a Warranty Claim as though the defect had become apparent immediately after Delivery of such
Aircraft. 

  

	12.1.4.3	**** 

 In addition to the remedies set forth in Clauses 12.1.4.1 and 12.1.4.2, the
Seller shall **** 
  

	12.1.5	Warranty Claim Requirements 

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

 

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

  

	 	(ii)	the Buyer having filed a warranty claim within ****of discovering the defect; 

  

	 	(iii)	the Buyer having submitted to the Seller evidence reasonably satisfactory to the Seller that the claimed defect is due to a matter embraced within this Clause 12.1 and that such defect has not resulted from any act or
omission of the Buyer, including but not limited to, any failure to operate and maintain the affected Aircraft or part thereof in accordance with the standards set forth in Clause 12.1.10 or from any act or omission of any third party;


  

	 	(iv)	the Seller having received a Warranty Claim complying with the provisions of Clause 12.1.6 below. 


  

			
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	12.1.6	Warranty Administration 

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

	12.1.6.1	Claim Determination 

 Determination as to whether any claimed defect in any
Warranted Part is a valid Warranty Claim shall be made by the Seller, acting reasonably and in good faith, and shall be based upon the claim details, reports from the Seller’s Representatives, historical data logs, inspections, tests, findings
during repair, defect analysis and other relevant documents. 
  

	12.1.6.2	Transportation Costs 

 The cost of transporting a Warranted Part claimed to be
defective to the facilities designated by the Seller and for the return therefrom of a repaired or replaced Warranted Part shall be borne by the Seller. 
  

	12.1.6.3	Return of an Aircraft 

 If the Buyer and the Seller mutually agree, prior to such
return, that it is necessary to return an Aircraft to the Seller for consideration of a Warranty Claim, ****. 
  

	12.1.6.4	On Aircraft Work by the Seller 

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

The condition which has to be fulfilled for on-Aircraft work by the Seller is that, in the opinion of the Seller, the work necessitates the
technical expertise of the Seller as manufacturer of the Aircraft. 
 If said condition is fulfilled and if the Seller is requested to
perform the work, the Seller and the Buyer shall agree on a schedule and place for the work to be performed. 
  

	12.1.6.5	Warranty Claim Substantiation 

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

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

  

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

  

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

  

	 	(d)	part number, 

  

	 	(e)	serial number (if applicable), 

  

	 	(f)	position on Aircraft, 

  

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

  

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

  

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

  

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

  

	 	(k)	Warranty Claim number, 

  

	 	(l)	date of Warranty Claim, 

  

	 	(m)	Delivery Date of Aircraft or Warranted Part, 


  

			
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 Warranty Claims are to be addressed as follows: 

AIRBUS 
 CUSTOMER SERVICES
DIRECTORATE 
 WARRANTY ADMINISTRATION 

Rond Point Maurice Bellonte 

B.P. 33 
 F 31707 BLAGNAC CEDEX

 FRANCE 
  

	12.1.6.6	Replacements 

 Title to and risk of loss of any Aircraft, component, accessory,
equipment or part returned by the Buyer to the Seller shall not transfer to the Seller, except that: 
  

	 	(i)	risk of loss (limited to cost of replacement and excluding in particular loss of use) shall be with the Seller for as long as such Aircraft, component, accessory, equipment or part shall be under the care, custody and
control of the Seller and; 

  

	 	(ii)	title to and risk of loss of a returned component, accessory, equipment or part shall pass to the Seller upon shipment by the Seller to the Buyer of any item furnished by the Seller to the Buyer as a replacement
therefor. 

 Upon the Seller’s shipment to the Buyer of any replacement component, accessory, equipment or part provided
by the Seller pursuant to this Clause 12.1, title to and risk of loss of such replacement component, accessory, equipment or part shall pass to the Buyer. 
  

	12.1.6.7	Rejection 

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

	12.1.6.8	Inspection 

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

	12.1.7	Inhouse Warranty 

  

	12.1.7.1	Seller’s Authorization 

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

	12.1.7.2	Conditions for Seller’s Authorization 

 The Buyer shall be entitled to
repair such Warranted Parts: 
 - provided the Buyer notifies the Seller Representative of its intention to perform Inhouse Warranty repairs
before any such repairs are started where the estimated cost of such repair is in excess of US Dollars **** The Buyer’s notification shall include sufficient detail 

  

			
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regarding the defect, estimated labor hours and material to allow the Seller to ascertain the reasonableness of the estimate. The Seller agrees to use all reasonable efforts to ensure a prompt
response and shall not unreasonably withhold authorization; 
 - provided adequate facilities and qualified personnel are available to the
Buyer; 
 - provided repairs are performed in accordance with the Seller’s Technical Data or written instructions; and 

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

	12.1.7.3	Seller’s Rights 

 The Seller shall have the right to require the return of
any Warranted Part, or any part removed therefrom, which is claimed to be defective if, in the judgment of the Seller, the nature of the claimed defect requires technical investigation. Such return shall be subject to the provisions of Clause
12.1.6.2. Furthermore, the Seller shall have the right to have a Seller Representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective, subject to such presence being practical and not unduly
delaying the repair. 
  

	12.1.7.4	Inhouse Warranty Claim Substantiation 

 Claims for Inhouse Warranty credit shall
be filed within the time period set forth in 12.1.5 (ii) and shall contain the same information as that required for Warranty Claims under Clause 12.1.6.5 and in addition shall include: 

 

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

  

	 	(b)	for parts required to remedy the defect: 

 - part numbers, 

- serial numbers (if applicable), 

- parts description, 
 -
quantity of parts, 
 - unit price of parts, 

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

- total price of parts, 
  

	 	(c)	detailed number of labor hours, 

  

	 	(d)	Inhouse Warranty Labor Rate, 

  

	 	(e)	total claim value. 

  

	12.1.7.5	Credit 

 The Buyer’s sole remedy and the Seller’s sole obligation and
liability with respect to Inhouse Warranty Claims shall be the credit to the Buyer’s account of an amount equal to the mutually agreed direct labor costs expended in performing the repair of a Warranted Part and to the direct costs of materials
incorporated in said repair, determined as set forth below: 
  

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


  

			
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	 	(b)	The manhours above shall be multiplied by an agreed labor rate which is deemed to represent ****. 


The Inhouse Warranty Labor Rate is subject to annual adjustment by multiplication by the ratio ****. For the purposes of this Clause 12.1.7.5
only, ****. 
  

	 	(c)	Direct material costs are determined by the prices at which the Buyer acquired such material, excluding any parts and materials used for overhaul and as may be furnished by the Seller at no charge. 


 

	12.1.7.6	Limitation 

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

	12.1.7.7	Scrapped Material 

 The Buyer shall retain any defective Warranted Part beyond
economic repair and any defective part removed from a Warranted Part during repair for a period of either ****after the date of completion of the repair or ****after submission of a claim for Inhouse Warranty credit relating thereto, whichever is
longer. Such parts shall be returned to the Seller within ****of receipt of the Seller’s request to that effect. 
 Notwithstanding the
foregoing, the Buyer may scrap any such defective parts, which are beyond economic repair and not required for technical evaluation locally, with the agreement of the Seller Representative(s). 

Scrapped Warranted Parts shall be evidenced by a record of scrapped material certified by an authorized representative of the Buyer and shall
be kept in the Buyer’s file for a least the duration of the applicable Warranty Period. 
  

	12.1.8	Standard Warranty in case of Pooling or Leasing Arrangements 

 Without prejudice to
Clause 21.1, the warranties provided for in this Clause 12.1 for any Warranted Part shall accrue to the benefit of any airline in revenue service, other than the Buyer, if the Warranted Part enters into the possession of any such airline as a result
of a pooling or leasing agreement between such airline and the Buyer or any of the Buyer’s affiliates, in accordance with the terms and subject to the limitations and exclusions of the foregoing warranties and to the extent permitted by any
applicable law or regulations. 

  

			
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	12.1.9	Warranty for Corrected, Replaced or Repaired Warranted Parts 

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

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

 

	12.1.10	Accepted Industry Standard Practices Normal Wear and Tear 

 The Buyer’s rights
under this Clause 12.1 are subject to the Aircraft and each component, equipment, accessory and part thereof being maintained, overhauled, repaired and operated in accordance with accepted industry standard practices, all Technical Data and any
other instructions issued by the Seller, the Suppliers and the Propulsion Systems Manufacturer and all applicable rules, regulations and directives of the relevant Aviation Authorities. 

The Seller’s liability under this Clause 12.1 shall not extend to normal wear and tear nor to: 

 

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


 

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

  

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


 

	12.1.11	Limitation of liability 

 THE SELLER SHALL NOT BE LIABLE FOR, AND THE BUYER SHALL
INDEMNIFY THE SELLER AGAINST, ANY CLAIMS FROM ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT OR NON-CONFORMITY OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF ANY WARRANTED PART UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1 OR ANY
OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12, WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON ALLEGED, ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS OR OMISSIONS OF THE BUYER. 

 

	12.2	Seller Service Life Policy 

  

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


  

			
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 For the purposes of this Clause 12.2: 

 

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

  

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


 

	12.2.2	Periods and Seller’s Undertakings 

 The Seller agrees that if a Failure occurs in
an Item before the Aircraft in which such Item was originally installed has completed **** flying hours or ****flight cycles or within ****after the Delivery of said Aircraft, whichever shall first occur, the Seller shall, at its discretion and as
promptly as practicable and with the Seller’s financial participation as hereinafter provided, either: 
 - design and furnish to the
Buyer a correction for such Item with a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts), or 

- replace such Item. 
  

	12.2.3	**** 

 Subject to the general conditions and limitations set forth in Clause 12.2.4, any part
or Item that the Seller is required to furnish to the Buyer under this Service Life Policy in connection with the correction or replacement of an Item shall be furnished to the Buyer **** 

 

	12.2.4	General Conditions and Limitations 

  

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


 

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


 

	 	(i)	the Buyer shall maintain log books and other historical records with respect to each Item, adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to
define the portion of the costs to be borne by ****; 

  

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

  

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

  

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

  

	 	(v)	 the Buyer shall report any breakage or defect in a Item in writing to the Seller within ****after such breakage or defect becomes apparent, whether or
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defect can reasonably be expected to occur in any other aircraft, and the Buyer shall have provided to the Seller sufficient detail on the breakage or defect to enable the Seller to determine
whether said breakage or defect is subject to this Service Life Policy. 

  

	12.2.4.3	Except as otherwise provided for in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided for in, and shall be subject to the terms and conditions of, Clause 12.1.6.


  

	12.2.4.4	In the event of the Seller having issued a modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit ****. If such a kit is
so offered to the Buyer, then, to the extent of such Failure and any Failures that could ensue therefrom, the validity of the Seller’s commitment under this Clause 12.2 shall be subject to the Buyer incorporating such modification in the
relevant Aircraft, as promulgated by the Seller and in accordance with the Seller’s instructions, within a reasonable time. 

  

	12.2.4.5	This Service Life Policy is neither a warranty, performance guarantee, nor an agreement to modify any Aircraft or Airframe components to conform to new developments occurring in the state of airframe design and
manufacturing art. 

 The Seller’s obligation hereunder is to furnish only those corrections to the Items or provide
replacements therefor as provided for in this Clause 12.2. 
 The Buyer’s sole remedy and relief for the non-performance of any
obligation or liability of the Seller arising under or by virtue of this Service Life Policy shall be in the form of a credit, limited to the amount the Buyer reasonably expends in procuring a correction or replacement for any Item that is the
subject of a Failure covered by this Service Life Policy and to which such non-performance is related. 
 The Buyer hereby waives, releases
and renounces all claims to any further damages, direct, incidental or consequential, including loss of profits and all other rights, claims and remedies, arising under or by virtue of this Service Life Policy. 

 

	12.3	Supplier Warranties and Service Life Policies 

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

	12.3.1	Definitions 

  

	12.3.1.1	“Supplier” means any supplier of Supplier Parts. 

  

	12.3.1.2	“Supplier Part” means any component, equipment, accessory or part installed in an Aircraft at the time of Delivery thereof and for which there exists a Supplier Product Support Agreement. For the
sake of clarity, Propulsion Systems and Buyer Furnished Equipment and other equipment selected by the Buyer to be supplied by suppliers with whom the Seller has no existing enforceable warranty agreements are not Supplier Parts. 


  

			
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	12.3.1.3	“Supplier Product Support Agreements” means agreements between the Seller and Suppliers, as described in Clause 17.1.2, containing enforceable and transferable warranties and, in the case of
landing gear suppliers, service life policies for selected structural landing gear elements. 

  

	12.3.2	Supplier’s Default 

  

	12.3.2.1	In the event of any Supplier, under any standard warranty obtained by the Seller pursuant to Clause 12.3.1, defaulting in the performance of any material obligation with respect thereto and the Buyer submitting
in reasonable time to the Seller reasonable proof that such default has occurred, then Clause 12.1 shall apply to the extent the same would have been applicable had such Supplier Part been a Warranted Part, except that the Supplier’s warranty
period as indicated in the Supplier Product Support Agreement shall apply. 

  

	12.3.2.2	In the event of any Supplier, under any Supplier Service Life Policy obtained by the Seller pursuant to Clause 12.3.1, defaulting in the performance of any material obligation with respect thereto and the Buyer
submitting in reasonable time to the Seller reasonable proof that such default has occurred, then Clause 12.2 shall apply to the extent the same would have been applicable had such Supplier Item been listed in Exhibit F, Seller Service Life Policy,
except that the Supplier’s Service Life Policy period as indicated in the Supplier Product Support Agreement shall apply. 

  

	12.3.2.3	At the Seller’s request, the Buyer shall assign to the Seller, and the Seller shall be subrogated to, all of the Buyer’s rights against the relevant Supplier with respect to and arising by reason of
such default and shall provide reasonable assistance to enable the Seller to enforce the rights so assigned. 

  

	12.4	Interface Commitment 

  

	12.4.1	Interface Problem 

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

At the conclusion of such investigation, the Seller shall promptly advise the Buyer in writing of the Seller’s opinion as to the cause or
causes of the Interface Problem and the Seller’s recommendations as to corrective action. 
  

	12.4.2	Seller’s Responsibility 

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

  

			
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	12.4.3	Supplier’s Responsibility 

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

 

	12.4.4	Joint Responsibility 

 If the Seller determines that the Interface Problem is
attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller shall, if so requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any
Supplier involved. 
 The Seller shall promptly advise the Buyer of such corrective action as may be proposed by the Seller and any such
Supplier. Such proposal shall be consistent with any then existing obligations of the Seller hereunder and of any such Supplier towards the Buyer. Such corrective action, when accepted by the Buyer, shall constitute full satisfaction of any claim
the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem. 
  

	12.4.5	General 

  

	12.4.5.1	Except as specifically set forth in this Clause 12.4, this Clause shall not be deemed to impose on the Seller any obligations not expressly set forth elsewhere in this Clause 12. 


 

	12.4.5.2	All reports, recommendations, data and other documents furnished by the Seller to the Buyer pursuant to this Clause 12.4 shall be deemed to be delivered under this Agreement and shall be subject to the terms,
covenants and conditions set forth in this Clause 12. 

  

	12.5	Waiver, Release and Renunciation 

 THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE
SELLER (AS DEFINED BELOW FOR THE PURPOSES OF THIS CLAUSE) AND REMEDIES OF THE BUYER SET FORTH IN THIS CLAUSE 12 OR EXPRESSLY MENTIONED ELSEWHERE IN THIS AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND
RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW, CONTRACT OR OTHERWISE, WITH RESPECT TO ANY NON CONFORMITY OR DEFECT OF ANY
KIND, IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICES DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO: 
  

	 	A.	ANY WARRANTY AGAINST HIDDEN DEFECTS; 

  

	 	B.	ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; 


  

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

  

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


 

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

 PROVIDED THAT IN THE EVENT THAT ANY OF THE AFORESAID
PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. 

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

	12.6	Duplicate Remedies 

 The Seller shall not be obliged to provide any remedy that
duplicates any other remedy available to the Buyer in respect of the same defect under Clauses 12.1 and 12.2 as such Clauses may be amended, complemented or supplemented by other contractual agreements or by other Clauses of this Agreement. 

 

	12.7	Negotiated Agreement 

 The Buyer specifically recognizes that: 

 

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

  

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


 

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

  

	12.8	Disclosure to Third Party Entity 

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

  

			
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	12.9	Transferability 

 Save as provided in Clause 21.1, the Buyer’s rights under this
Clause 12 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent, which shall not be unreasonably withheld. 

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

  

			
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	13	PATENT AND COPYRIGHT INDEMNITY 

  

	13.1	Indemnity 

  

	13.1.1	Subject to the provisions of Clause 13.2.3, the Seller shall indemnify the Buyer from and against any damages, costs or expenses including legal costs (excluding damages, costs, expenses, loss of profits and
other liabilities in respect of or resulting from loss of use of the Aircraft) resulting from any infringement or claim of infringement by the Airframe (or any part or software installed therein at Delivery) of: 


 

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

 and 

 

	 	(ii)	any patent issued under the laws of any other country in which the Buyer may lawfully operate the Aircraft, provided that: 

  

	 	(1)	from the time of design of such Airframe, accessory, equipment or part and until infringement claims are resolved, such country and the flag country of the Aircraft are each a party to the Chicago Convention on
International Civil Aviation of December 7, 1944, and are each fully entitled to all benefits of Article 27 thereof, 


or in the alternative, 
  

	 	(2)	from such time of design and until infringement claims are resolved, such country and the flag country of the Aircraft are each a party to the International Convention for the Protection of Industrial Property of
March 20, 1883 (“Paris Convention”); 

 and 

 

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

  

	13.1.2	Clause 13. 1.1 shall not apply to 

  

	 	(i)	Buyer Furnished Equipment or Propulsion Systems; or 

  

	 	(ii)	third party parts that are not supplied pursuant to a Supplier Product Support Agreement ; or 

  

	 	(iii)	software not created by the Seller. 

  

	13.1.3	In the event that the Buyer is prevented from using the Aircraft (whether by a valid judgement of a court of competent jurisdiction or by a settlement arrived at between claimant, Seller and Buyer), the Seller
shall at its expense either: 

  

	 	(i)	procure for the Buyer the right to use the same free of charge to the Buyer; or 


  

			
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	 	(ii)	replace the infringing part of the Aircraft as soon as possible with a non-infringing substitute complying in all other respects with the requirements of 


 

	 	(iii)	this Agreement and which does not result in a material reduction in functionality or performance. 

  

	13.2	Administration of Patent and Copyright Indemnity Claims 

  

	13.2.1	If the Buyer receives a written claim or a suit is threatened or commenced against the Buyer for infringement of a patent or copyright referred to in Clause 13.1, the Buyer shall at the Seller’s expense:


  

	 	(i)	as soon as reasonably practicable notify the Seller giving particulars thereof; 

  

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


 

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


  

	 	(iv)	at the Seller’s reasonable request, fully co-operate with, and render all such assistance to, the Seller as may be pertinent to the defense or denial of the suit or claim; 


 

	 	(v)	act in such a way as is reasonable to mitigate damages and / or to reduce the amount of royalties which may be payable as well as to minimise costs and expenses. 


 

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

  

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

  

	13.3	Transferability 

 Save as provided in Clause 21.1, the Buyer’s rights under this
Clause 13 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent, which consent shall not be unreasonably withheld. 

Any transfer in violation of this Clause 13.3 shall, as to the particular Aircraft involved, void the rights and warranties of the Buyer under
this Clause 13 and any and all other warranties that might arise under or be implied in law. 

  

			
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	13.4	Software and Supplier Product Support Agreements 

  

	13.4.1	In the case of software not created by the Seller but supplied under a Supplier Product Support Agreement, the Seller shall grant a sublicense in the form of Part 3 of Exhibit I to this Agreement.


  

	13.4.2	In the case of software not created by the Seller and not supplied under a Supplier Product Support Agreement, the Seller confirms that it has acquired the rights necessary to incorporate such software in the
Airframe and to allow the Airframe to be used and maintained. 


  

			
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	14	TECHNICAL DATA AND SOFTWARE SERVICES 

  

	14.1	Scope 

  

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

  

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

  

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


 

	14.2	Aircraft Identification for Technical Data 

  

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

  

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


 

	14.2.3	The Buyer shall indicate to the Seller the Fleet Serial Number allocated to each Aircraft corresponding to the delivery schedule set forth in Clause 9. 1.1 no later than **** before the Scheduled Delivery Month
of the first Aircraft. Neither the designation of such Fleet Serial Numbers nor the subsequent allocation of the Fleet Serial Numbers to Manufacturer Serial Numbers for the purpose of producing certain customized Technical Data shall constitute any
property, insurable or other interest of the Buyer in any Aircraft prior to the Delivery of such Aircraft as provided for in this Agreement. 


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

- Aircraft Maintenance Manual, 

- Illustrated Parts Catalog, 
 -
Trouble Shooting Manual, 
 - Aircraft Wiring Manual, 

- Aircraft Schematics Manual, 

- Aircraft Wiring Lists. 
  

	14.3	Integration of Equipment Data 

  

	14.3.1	Supplier Equipment 

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

  

			
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	14.3.2	Buyer Furnished Equipment 

  

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

  

	14.3.2.2	The Buyer shall supply the BFE Data to the Seller at least ****prior to the Scheduled Delivery Month of the first Aircraft. 

  

	14.3.2.3	The BFE Data shall be supplied in English and shall be established in compliance with the then applicable revision of ATA iSpecification 2200 (iSpec 2200), Information Standards for Aviation Maintenance.


  

	14.3.2.4	The Buyer and the Seller shall agree on the requirements for the provision to the Seller of BFE Data for “on-aircraft maintenance”, such as but not limited to timeframe, media and format in which the
BFE Data shall be supplied to the Seller, in order to manage the BFE Data integration process in an efficient, expeditious and economic manner. 

  

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


 

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

  

	14.4	Supply 

  

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

  

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


 

	14.4.3	Delivery 

  

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


 

	14.4.3.2	Technical Data provided off-line shall be delivered by the Seller at the Buyer’s named place of destination under DDU conditions. The term Delivery Duty Unpaid (DDU) is defined by publication n° 560 of
the International Chamber of Commerce, published in January 2000. 

  

	14.4.3.3	The Technical Data shall be delivered according to a mutually agreed schedule to correspond with the Deliveries of Aircraft. The Buyer shall provide no less than ****notice when requesting a change to such
delivery schedule. 

  

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


  

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

	14.5	Revision Service 

 For each firmly ordered Aircraft covered under this Agreement,
revision service for the Technical Data shall be provided ****for a period of ****after Delivery of such Aircraft (each a “Revision Service Period”). 

Thereafter revision service shall be provided in accordance with the terms and conditions set forth in the Seller’s then current Customer
Services Catalog. 
  

	14.6	Service Bulletins (SB) Incorporation 

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

  

	14.7	Technical Data Familiarization 

 Upon request by the Buyer, the Seller shall provide up
to ****of Technical Data familiarization training at the Seller’s or the Buyer’s or Operator’s facilities. The basic familiarization course is tailored for maintenance and engineering personnel. 

 

	14.8	Customer Originated Changes (COC) 

 In the event of the Buyer wishing to introduce Buyer
originated data (hereinafter “COC Data”) into any of the customized Technical Data that are identified as eligible for such incorporation in the Seller’s then current Customer Services Catalog, the Buyer shall notify the Seller
of such intention. 
 The incorporation of any COC Data shall be performed under the methods and tools for achieving such introduction and
the conditions specified in the Seller’s then current Customer Services Catalog. 
  

	14.9	AirN@v Family products 

  

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


  

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


- AirN@v / Maintenance, 
 -
AirN@v / Planning, 
 - AirN@v / Repair, 

- AirN@v / Workshop, 
 - AirN@v
/ Associated Data, 
 - AirN@v / Engineering. 
  

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

  

	14.9.4	The licensing conditions for the use of AirN@v Family integrated software shall be as set forth in Part 1 of Exhibit I to the Agreement, “End-User License Agreement for Airbus Software”.


  

	14.9.5	The revision service and the license to use AirN@v Family products shall be granted **** for the duration of the corresponding Revision Service Period. At the end of such Revision Service Period, the yearly
revision service for AirN@v Family products and the associated license fee shall be provided to the Buyer under the commercial conditions set forth in the Seller’s then current Customer Services Catalog. 


 

	14.10	On-Line Technical Data 

  

	14.10.1	The Technical Data defined in Exhibit “G” as being provided on-line shall be made available to the Buyer and its Operator through the Airbus customer portal AirbusWorld (“AirbusWorld”),
as further described in Part 2 of Exhibit I to the Agreement. 

  

	14.10.2	Such provision shall be at no cost for the duration of the corresponding Revision Service Period. 

  

	14.10.3	Access to AirbusWorld shall be subject to the “General Terms and Conditions of Access to and Use of AirbusWorld” (hereinafter the “GTC”), as set forth in Part 2 of Exhibit I to this
Agreement. 

  

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

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

	14.10.5	Access to AirbusWorld shall be granted **** for the Technical Data related to the Aircraft which shall be operated by the Buyer or its Operator. 


 

	14.10.6	For the sake of clarification, it is hereby specified that Technical Data accessed through AirbusWorld - which access shall be covered by the terms and conditions set forth in the GTC – shall remain subject
to the conditions of this Clause 14. 

  

	 	In addition, should AirbusWorld provide access to Technical Data in software format, the use of such software shall be further subject to the conditions of Part 1 of Exhibit I to the Agreement. 


  

			
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	14.11	Waiver, Release and Renunciation 

 The Seller warrants that the Technical Data are
prepared in accordance with the state of art at the date of their conception. Should any Technical Data prepared by the Seller contain non-conformity or defect, the sole and exclusive liability of the Seller shall be to take all reasonable and
proper steps to correct such Technical Data. Notwithstanding the above, no warranties of any kind shall be given for the Customer Originated Changes, as set forth in Clause 14.8. 

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

	 	A.	ANY WARRANTY AGAINST HIDDEN DEFECTS; 

  

	 	B.	ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; 

  

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

  

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


 

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

 PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID
PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. 

FOR THE PURPOSES OF THIS CLAUSE 14, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS, SUBCONTRACTORS OR
ITS AFFILIATES. 
  

	14.12	Proprietary Rights 

  

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


  

			
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 These proprietary rights shall also apply to any translation into a language or languages or
media that may have been performed or caused to be performed by the Buyer. 
  

	14.12.2	Whenever this Agreement and/or any Technical Data provides for manufacturing by the Buyer, the consent given by the Seller shall not be construed as express or implicit approval howsoever neither of the Buyer nor
of the manufactured products. The supply of the Technical Data shall not be construed as any further right for the Buyer to design or manufacture any Aircraft or part thereof or spare part. 


 

	14.13	Performance Engineer’s Program 

  

	14.13.1	In addition to the Technical Data provided under Clause 14, the Seller shall provide to the Buyer Software Services, which shall consist of the Performance Engineer’s Programs (“PEP”) for
the Aircraft type covered under this Agreement. Such PEP is composed of software components and databases and its use is subject to the license conditions set forth in Part 1 of Exhibit I to the Agreement “End-User License Agreement for Airbus
Software”. 

  

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

  

	14.13.3	The license to use the PEP and the revision service shall be provided **** for the duration of the corresponding Revision Service Period as set forth in Clause 14.5. 


 

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


  

	14.14	Future Developments 

 The Seller continuously monitors technological developments and
applies them to Technical Data, document and information systems’ functional ities, production and methods of transmission. 
 The
Seller shall implement and the Buyer shall accept such new developments, it being understood that the Buyer shall be informed in due time by the Seller of such new developments and their application and of the date by which the same shall be
implemented by the Seller. 
  

	14.15	Confidentiality 

  

	14.15.1	The Technical Data, the Software Services and their content are designated as confidential. All such Technical Data and Software Services are provided to the Buyer for the sole use of the Buyer or its Operator.
The Buyer shall not disclose the contents thereof to any third party without the prior written consent of the Seller other than (i) to the Operator , (ii) pursuant to any government or legal requirement imposed upon the Buyer,
(iii) to any maintenance and repair organization or a third party who are intended to perform the maintenance of the Aircraft or to perform data processing on behalf of the Buyer (each a “Third Party”), (in which case the Buyer
shall notify the Seller of such intention prior to any disclosure of the Technical Data and/or the Software Services to such Third Party, or (iv) as otherwise expressly permitted under this Agreement. 


  

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

	14.16	Transferability 

 Save as provided in Clause 21.1, the Buyer’s rights under this
Clause 14 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent, which consent shall not be unreasonably withheld. 

Any transfer in violation of this Clause 14.16 shall, as to the particular Aircraft involved, void the rights and warranties of the Buyer
under this Clause 14 and any and all other warranties that might arise under or be implied in law. 

  

			
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	15	SELLER REPRESENTATIVE SERVICES 

  

	 	The Seller shall provide **** to the Buyer the services described in this Clause 15, at the Buyer’s or its Operator’s main base or at other locations to be mutually agreed. 


 

	15.1	Customer Support Representative(s) 

  

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

  

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

  

	15.1.3	The Seller shall provide to the Buyer an annual written accounting of the consumed man-months and any remaining man-month balance from the allowance defined in Appendix A. Such accounting shall be deemed final
and accepted by the Buyer unless the Seller receives written objection from the Buyer or its Operator within **** of receipt of such accounting. 

  

	15.1.4	In the event of a need for Aircraft On Ground (“AOG”) technical assistance after the end of the assignment referred to in Appendix A to this Clause 15, the Buyer or its Operator shall have non-exclusive
access to: 

  

	 	(a)	AIRTAC (Airbus Technical AOG Center); 

  

	 	(b)	The Seller Representative network closest to the Buyer’s or its Operator’s main base. A list of contacts of the Seller Representatives closest to the Buyer’s or its Operator’s main base shall be
provided to the Buyer or its Operator. 

  

	 	As a matter of reciprocity, the Buyer or its Operator shall authorize the Seller Representative(s), during his/their assignment at the Buyer’s or its Operator’s, to provide similar assistance to another
airline. 

  

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

  

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


 

	15.2	Buyer’s Support 

  

	15.2.1	From the date of arrival of the first Seller Representative and for the duration of the assignment, the Buyer or the Operator shall provide free of charge a suitable lockable office, conveniently located with
respect to the Buyer or the Operator’s maintenance facilities, with complete office furniture and equipment including telephone, internet, email and facsimile connections for the sole use of the Seller Representative(s). All related
communication costs shall be borne by ****. 


  

			
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	15.2.2	The Buyer or the Operator shall ****. 

  

	15.2.3	The Buyer or the Operator shall ****. 

  

	15.2.4	Should the Buyer or the Operator request any Seller Representative referred to in Clause 15.1 above to travel on business to a city other than his usual place of assignment, the Buyer or its Operator shall be
responsible for all related transportation costs and expenses. 

  

	15.2.5	Absence of an assigned Seller Representative during normal statutory vacation periods are covered by the Seller Representatives as defined in Clause 15.1.4 and as such are accounted against the total allocation
provided in Appendix A hereto. 

  

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


 

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


- the entry into or exit from the Buyer’s or its Operator’s country of the Seller Representatives and their families, 

- the entry into or the exit from the Buyer’s or its Operator’s country of the Seller Representatives and their families’
personal property, 
 - the entry into or the exit from the Buyer’s or its Operator’s country of the Seller’s property, for
the purpose of providing the Seller Representatives services. 
  

	15.3	Withdrawal of the Seller Representative 

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

 

	15.4	Indemnities 

 INDEMNIFICATION PROVISIONS APPLICABLE TO THIS CLAUSE 15 ARE SET FORTH IN
CLAUSE 19. 

  

			
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 APPENDIX A TO CLAUSE 15 

SELLER REPRESENTATIVE ALLOCATION 
 The
Seller Representative allocation provided to the Buyer or its Operator pursuant to Clause 15.1 is defined hereunder. 
 1 The Seller shall provide to
the Buyer or its Operator Seller Representative services at the Buyer’s main base or at other locations to be mutually agreed for a total of ****per Aircraft. 

2 For the sake of clarification, such Seller Representatives’ services shall include initial Aircraft Entry Into Service (EIS) assistance
and sustaining support services. 
 3 The number of the Seller Representatives assigned to the Buyer or its Operators in aggregate at any one time
shall be mutually agreed, **** Seller Representatives. 

  

			
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	16	TRAINING SUPPORT AND SERVICES 

  

	16.1	General 

  

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


 

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


 

	16.1.3	Scheduling of training courses covered in Appendix A shall be mutually agreed during a training conference (the “Training Conference”) that shall be held no later than nine (9) months prior
to Delivery of the first Aircraft delivered to a particular Operator. 

  

	16.2	Training Location 

  

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

  

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

  

	16.2.2.1	Upon the Buyer’s or its Operator’s request, the Seller may also provide certain training at a location other than the Seller’s Training Centers, including one of the Buyer’s or its
Operator’s bases, if and when practicable for the Seller, under terms and conditions to be mutually agreed upon. In such event, all additional charges listed in Clauses 16.5.2 and 16.5.3 shall be borne by the Buyer or its Operator.


  

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

  

	16.3	Training Courses 

  

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

  

	 	All training requests or training course changes made outside of the frame of the Training Conference shall be submitted by the Buyer or its Operator with a minimum of three (3) months prior notice.



  

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

  

	 	(i)	Training courses shall be the Seller’s standard courses as described in the Seller’s Customer Services Catalog valid at the time of execution of the course. The Seller shall be responsible for all training
course syllabi, training aids and training equipment necessary for the organization of the training courses; for the avoidance of doubt, for the purpose of performing training, such training equipment does not include aircraft. 


 

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

  

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

  

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


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

  

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


 

	 	(i)	flight operations training courses as listed under Article 1 of Appendix A against any flight operations training courses described in the Seller’s Customer Services Catalog current at the time of the Buyer’s
or its Operator ́s request; 

  

	 	(ii)	maintenance training courses as listed under Article 3 of Appendix A against any maintenance training courses described in the Seller’s Customer Services Catalog current at the time of the Buyer’s or its
Operator ́s request; 

  

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

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

  

			
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 It is understood that the above shall apply to the extent that training allowances granted under
Appendix A remain in credit to the full extent necessary to perform the exchange. 
 All requests to exchange training courses shall be
submitted by the Buyer or its Operator with a minimum of **** prior notice. The requested training shall be subject to the Seller’s then existing planning constraints. 
  

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


 

	16.3.3.3	Should the Buyer or its Operator decide to cancel or reschedule, fully or partially, and irrespective of the location of the training, a training course, a minimum advance notification of at least ****prior to
the relevant training course start date is required. 

  

	16.3.3.4	If the notification occurs less than ****but more than **** prior to such training, a cancellation fee corresponding to ****of such training shall be, as applicable, either deducted from the training allowance
defined in Appendix A or invoiced at the Seller’s then applicable price. 

  

	16.3.3.5	If the notification occurs less than ****prior to such training, a cancellation fee corresponding to ****of such training shall be, as applicable, either deducted from the training allowance defined in Appendix A
or invoiced at the Seller’s then applicable price. 

  

	16.3.3.6	All courses exchanged under Clause 16.3.4.1 shall remain subject to the provisions of this Clause 16.3.5. 

  

	16.4	Prerequisites and Conditions 

  

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


 

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


 

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


 

	16.4.3.1	The Buyer or its Operator shall be responsible for the selection of the trainees and for any liability with respect to the entry knowledge level of the trainees. 


 

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

  

	16.4.3.3	The Seller shall provide to the Buyer or its Operator during the Training Conference an “Airbus Pre-Training Survey” for completion by the Buyer or its Operator for each trainee. 


The Buyer or its Operator shall provide the Seller with an attendance list of the trainees for each course, with the validated qualification
of each trainee, at the time of reservation of the training course and in no event any later than sixty (60) calendar days before the start of the training course. The Buyer or its Operator shall return concurrently thereto the completed Airbus
Pre-Training Survey, detailing the trainees’ associated background. If the Seller 

  

			
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determines through the Airbus Pre-Training Survey that a trainee does not match the prerequisites set forth in the Seller’s Customer Services Catalog, following consultation with the Buyer
or its Operator, such trainee shall be withdrawn from the program or directed through a relevant entry level training (ELT) program, which shall be at the Buyer’s or its Operator ́s expense. 

 

	16.4.3.4	If the Seller determines at any time during the training that a trainee lacks the required level, following consultation with the Buyer or its Operator, such trainee shall be withdrawn from the program or, upon
the Buyer’s or its Operator ́s request, the Seller may be consulted to direct the above mentioned trainee(s), if possible, through any other required additional training, which shall be at the Buyer’s or its Operator ́s expense.


  

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


 

	16.5	Logistics 

  

	16.5.1	Trainees 

  

	16.5.1.1	Living and travel expenses for the Buyer’s or its Operator ́s trainees shall be borne by the Buyer or its Operator. 


 

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

  

	16.5.2	Training at External Location - Seller’s Instructors 

  

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

  

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

  

	16.5.2.2	Living Expenses 

 Except as provided for in Clause 16.5.2.1.1 above, the Buyer or
its Operator shall ****. 
  

	16.5.2.3	Air Travel 

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

  

			
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	16.5.2.4	Buyer’s Indemnity 

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

	16.5.3	Training Material and Equipment Availability - Training at External Location 

 Training
material and equipment necessary for course performance at any location other than the Seller’s Training Centers or the facilities of a training provider selected by the Seller shall be provided by the Buyer or its Operator at its own cost in
accordance with the Seller’s specifications. 
 Notwithstanding the foregoing, should the Buyer or its Operator’s request the
performance of a course at another location as per Clause 16.2.3.1, the Seller may, upon the Buyer’s request, provide the training material and equipment necessary for such course’s performance. Such provision shall be at the Buyer’s
expense. 
  

	16.6	Flight Operations Training 

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

	16.6.1	Flight Crew Training Course 

 The Seller shall perform a flight crew training course
program for the Buyer’s or its Operator’s flight crews, each of which shall consist of two (2) crew members, who shall be either captain(s) or first officer(s). 

 

	16.6.2	Base Flight Training 

  

	16.6.2.1	The Buyer or its Operator shall provide at its own cost its delivered Aircraft, or any other aircraft it operates, for any base flight training, which shall consist of one (1) session per pilot, performed in
accordance with the related Airbus training course definition (the “Base Flight Training”). 

  

	16.6.2.2	Should it be necessary to ferry the Buyer’s delivered Aircraft to the location where the Base Flight Training shall take place, the additional flight time required for the ferry flight to and/or from the
Base Flight Training field ****. 

  

	16.6.2.3	If the Base Flight Training is performed outside of the zone where the Seller usually performs such training, the ferry flight to the location where the Base Flight Training shall take place shall be performed by
a crew composed of the Seller’s and/or the Buyer’s or its Operator’s qualified pilots, in accordance with the relevant Aviation Authority’s regulations related to the place of performance of the Base Flight Training.



  

			
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	16.6.3	Flight Crew Line Initial Operating Experience 

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

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

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

	16.6.4	Type Specific Cabin Crew Training Course 

 The Seller shall provide type specific
training for cabin crews, at one of the locations defined in Clause 16.2.1. 
 If the Buyer’s Aircraft is to incorporate special
features, the type specific cabin crew training course shall be performed no earlier than **** before the scheduled Delivery Date of the Buyer’s first Aircraft. 
  

	16.6.5	Training on Aircraft 

 During any and all flights performed in accordance with this
Clause 16.6, the Buyer or its Operator shall bear full responsibility for the aircraft upon which the flight is performed, including but not limited to any required maintenance, all expenses such as fuel, oil or landing fees and the provision of
insurance in line with Clause 16.13. 
 The Buyer or its Operator shall assist the Seller, if necessary, in obtaining the validation of the
licenses of the Seller’s pilots performing Base Flight Training or initial operating experience by the Aviation Authority of the place of registration of the Aircraft. 
  

	16.7	Performance / Operations Courses 

 The Seller shall provide performance/operations
training for the Buyer’s or its Operator’s personnel as defined in Appendix A to this Clause 16. 
 The available courses shall be
listed in the Seller’s Customer Services Catalog current at the time of the course. 
  

	16.8	Maintenance Training 

  

	16.8.1	The Seller shall provide maintenance training for the Buyer’s or its Operator’s ground personnel as further set forth in Appendix A to this Clause 16. 


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

  

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

	16.8.2	Practical Training on Aircraft 

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

Irrespective of the location at which the training takes place, the Buyer or its Operator shall provide at its own cost an aircraft for the
performance of the Practical Training. 
 Should the Buyer or its Operator require the Seller’s Instructors to provide Practical
Training at facilities selected by the Buyer or its Operator, such training shall be subject to prior approval of the facilities by the Seller. All costs related to such Practical Training, including but not limited to the Seller’s approval of
the facilities, shall be borne by the Buyer or its Operator. 
 The provision of a Seller Instructor for the Practical Training shall be
deducted from the trainee days allowance defined in Appendix A to this Clause 16, subject to the conditions detailed in Paragraph 4.4 thereof. 
  

	16.9	Supplier and Propulsion Systems Manufacturer Training 

 Upon the Buyer’s or its
Operator’s request, the Seller shall provide to the Buyer the list of the maintenance and overhaul training courses provided by major Suppliers and the applicable Propulsion Systems Manufacturer on their respective products. 

 

	16.10	Proprietary Rights 

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

These proprietary rights shall also apply to any translation into a language or languages or media that may have been performed or caused to
be performed by the Buyer. 
  

	16.11	Confidentiality 

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

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

  

			
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	16.12	Transferability 

 Save as provided in Clause 21.1, the Buyer’s rights under this
Clause 16 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent, which consent shall not be unreasonably withheld. 

 

	16.13	Indemnities and Insurance 

 INDEMNIFICATION PROVISIONS AND INSURANCE REQUIREMENTS
APPLICABLE TO THIS CLAUSE 16 ARE AS SET FORTH IN CLAUSE 19. 
 THE BUYER SHALL PROVIDE THE SELLER WITH AN ADEQUATE INSURANCE CERTIFICATE
PRIOR TO ANY TRAINING ON AIRCRAFT. 

  

			
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 APPENDIX “A” TO CLAUSE 16 

TRAINING ALLOWANCE 
 For the avoidance of
doubt, all quantities indicated below are the total quantities granted for the whole of the Buyer’s fleet of ****Aircraft firmly ordered, unless otherwise specified. 

The contractual training courses defined in this Appendix A shall be provided up to ****. 

Notwithstanding the above, flight operations training courses granted per firmly ordered Aircraft in this Appendix A shall be provided by the Seller within a
period starting ****said Aircraft Delivery. 
 Any deviation to said training delivery schedule shall be mutually agreed between the Buyer or its Operator
and the Seller. 
  

	1	FLIGHT OPERATIONS TRAINING 

  

	1.1	**** 

 The Seller shall provide ****. 

 

	1.2	**** 

 The Seller shall provide to the Buyer or its Operator ****. 

Unless otherwise agreed during the Training Conference, in order to follow the Aircraft Delivery schedule, **** 

 

	1.3	**** 

 The Seller shall provide to the Buyer or its Operator ****. 

 

	2	PERFORMANCE / OPERATIONS COURSE(S) 

 The Seller shall provide to the Buyer or its
Operator ****. 
  

	3	MAINTENANCE TRAINING 

  

	3.1	The Seller shall provide to the Buyer or its Operator ****. 

  

	3.2	The Seller shall provide to the Buyer or its Operator ****. 

  

	4	TRAINEE DAYS ACCOUNTING 

 Trainee days are counted as follows: 

 

	4.1	For instruction at the Seller’s Training Centers: one (1) day of instruction for one (1) trainee equals one (1) trainee day. The number of trainees originally registered at the beginning of
the course shall be counted as the number of trainees to have taken the course. 


  

			
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	4.2	For instruction outside of the Seller’s Training Centers: one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of twelve
(12) trainee days, except for structure maintenance training course(s). 

  

	4.3	For structure maintenance training courses outside the Seller’s Training Center(s), one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course
or the minimum number of trainees as indicated in the Seller’s Customer Services Catalog. 

  

	4.4	For practical training, whether on training devices or on aircraft, one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of six
(6) trainee days. 


  

			
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	17	EQUIPMENT SUPPLIER PRODUCT SUPPORT 

  

	17.1	Equipment Supplier Product Support Agreements 

  

	17.1.1	The Seller has obtained enforceable and transferable product support agreements from Suppliers of Supplier Parts, the benefit of which is hereby accepted by the Buyer and such benefit may be assigned to the
Operator of the Aircraft. Said agreements become enforceable as soon as and for as long as an Operator is identified as an Airbus aircraft Operator. 

  

	17.1.2	These agreements are based on the “World Airlines Suppliers Guide”, are made available to the Buyer or its Operator through the SPSA Application, and include Supplier commitments contained in the
“Supplier Product Support Agreements”, as defined in Clause 12.3.1.1.3, which include the following provisions: 

  

	17.1.2.1	Technical data and manuals required to operate, maintain, service and overhaul the Supplier Parts. Such technical data and manuals shall be prepared in accordance with the applicable provisions of ATA
Specification including revision service and be published in the English language. The Seller shall recommend that a software user guide, where applicable, be supplied in the form of an appendix to the Component Maintenance Manual, such data shall
be provided in compliance with the applicable ATA Specification; 

  

	17.1.2.2	Warranties and guarantees, including standard warranties. In addition, landing gear Suppliers shall provide service life policies for selected structural landing gear elements; 


 

	17.1.2.3	Training to ensure efficient operation, maintenance and overhaul of the Supplier Parts for the Buyer’s or its Operator ́s instructors, shop and line service personnel; 


 

	17.1.2.4	Spares data in compliance with ATA iSpecification 2200, initial provisioning recommendations, spare parts and logistics service including routine and expedite deliveries; 


 

	17.1.2.5	Technical service to assist the Buyer or its Operator with maintenance, overhaul, repair, operation and inspection of Supplier Parts as well as required tooling and spares provisioning. 


 

	17.2	Supplier Compliance 

 The Seller shall monitor Suppliers’ compliance with support
commitments defined in the Supplier Product Support Agreements and shall, if necessary, jointly take remedial action with the Buyer. 
  

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

  

	17.4	Familiarization Training 

 Upon the Buyer’s or its Operator ́s request, the
Seller shall provide the Buyer or its Operator with Supplier Product Support Agreements familiarization training at the Seller’s facilities in Blagnac, France. An on-line training module shall be further available through AirbusWorld, access to
which shall be subject to the “General Terms and Conditions of Access to and Use of AirbusWorld” (hereinafter the “GTC”), as set forth in Part 2 of Exhibit I to this Agreement. 

  

			
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	18	BUYER FURNISHED EQUIPMENT 

  

	18.1	Administration 

  

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


 

	18.1.1.2	Notwithstanding the foregoing and without prejudice to Clause 2.4, if the Buyer wishes to install BFE manufactured by a supplier who is not referred to in the Airbus BFE Product Catalog, the Buyer shall so inform
the Seller and the Seller shall conduct a feasibility study of the Buyer’s request, in order to consider approving such supplier, provided that such request is compatible with the Seller’s industrial planning and the associated Scheduled
Delivery Month for the Buyer’s Aircraft. In addition, it is a prerequisite to such approval that the considered supplier be qualified by the Seller’s Aviation Authorities to produce equipment for installation on civil aircraft. Any
approval of a supplier by the Seller shall be performed at the Buyer’s expense. The Buyer shall cause any BFE supplier approved under this Clause 18.1.1.2 (each an “Approved BFE Supplier”) to comply with the conditions set
forth in this Clause 18 and specifically Clause 18.2. 

 Except for the specific purposes of this Clause 18.1.1.2, the term
“BFE Supplier” shall be deemed to include Approved BFE Suppliers. 
  

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

 The BFE Engineering Definition shall include the description of the
dimensions and weight of BFE, the information related to its certification and the information necessary for the installation and operation thereof, including when applicable 3D models compatible with the Seller’s systems. The Buyer shall
furnish, or cause the BFE Suppliers to furnish, the BFE Engineering Definition by the dates specified. 
 Thereafter, the BFE Engineering
Definition shall not be revised, except through an SCN executed in accordance with Clause 2. 
  

	18.1.1.4	The Seller shall also provide in due time to the Buyer a schedule of dates and the shipping addresses for delivery of the BFE and, where requested by the Seller, additional spare BFE to permit installation in the
Aircraft and Delivery of the Aircraft in accordance with the Aircraft delivery schedule. The Buyer shall provide, or cause the BFE Suppliers to provide, the BFE by such dates in a serviceable condition, in order to allow performance of any assembly,
installation, test or acceptance process in accordance with the Seller’s industrial schedule. In order to facilitate the follow-up of the timely receipt of BFE, the Buyer shall, upon the Seller’s request, provide to the Seller dates and
references of all BFE purchase orders placed by the Buyer. 


  

			
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 OPERATIONS GmbH Works in HAMBURG (GERMANY) adequate field service including support from BFE
Suppliers to act in a technical advisory capacity to the Seller in the installation, calibration and possible repair of any BFE. 
  

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


In addition, throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees: 

 

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


 

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


  

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

  

	 	•	 	Preliminary Design Review (“PDR”), 

  

	 	•	 	Critical Design Review (“CDR”); 

  

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

  

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


 The Seller shall be entitled to attend the PDR, the CDR and the FAI. In doing so, the Seller’s employees shall be
acting in an advisory capacity only and at no time shall they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly. 
  

	18.1.3	The BFE shall be imported into FRANCE or into GERMANY by the Buyer under a suspensive customs system (“Régime de l’entrepôt douanier ou régime de perfection nement actif “ or
“Zollverschluss”) without application of any French or German tax or customs duty, and shall be Delivered Duty Unpaid (DDU) according to the Incoterms, to the following shipping addresses: 


AIRBUS OPERATIONS S.A.S. 
 316
Route de Bayonne 
 31300 TOULOUSE 

FRANCE 

  

			
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 Or 

AIRBUS OPERATIONS GmbH 

Kreetslag 10 
 21129 HAMBURG

 GERMANY 
 as such other
location as may be specified by the Seller. 
  

	18.2	Applicable Requirements 

 The Buyer is responsible, **** to ensure that the BFE shall:

  

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

  

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

  

	 	•	 	comply with the BFE Engineering Definition, and 

  

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


 

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


  

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

  

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


The Seller shall be entitled to refuse any item of BFE that it considers incompatible with the Specification, the BFE Engineering Definition
or the certification requirements. 
  

	18.3	Buyer’s Obligation and Seller’s Remedies 

  

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

  

	 	•	 	complying with the foregoing warranty or in providing the BFE Engineering Definition or field service mentioned in Clause 18.1.2.2, or 


 

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

  

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


  

			
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 may delay the performance of any act to be performed by the Seller, including Delivery of the
Aircraft. The Seller shall not be responsible for such delay which shall cause the Final Price of the Aircraft to be adjusted in accordance with the updated delivery schedule and to include in particular the amount of the Seller’s additional
costs attributable to such delay or failure by the Buyer or the BFE Suppliers, such as storage, taxes, insurance and costs of out-of-sequence installation. 
  

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


****. 
  

	18.4	Title and Risk of Loss 

 Title to and risk of loss of any BFE shall at all times remain
with the Buyer except that risk of loss (limited to cost of replacement of said BFE) shall be with the Seller for as long as such BFE is under the care, custody and control of the Seller. 

 

	18.5	Disposition of BFE Following Termination 

  

	18.5.1	If a termination of this Agreement by the Seller pursuant to the provisions of Clause 20 occurs with respect to an Aircraft in which all or any part of the BFE has been installed prior to the date of such
termination, the Seller shall be entitled, but not required, to remove all items of BFE that can be removed without damage to the Aircraft and to undertake commercially reasonable efforts to facilitate the sale of such items of BFE to other
customers, retaining and applying the proceeds of such sales to reduce the Seller’s damages resulting from the termination. 

  

	18.5.2	The Buyer shall cooperate with the Seller in facilitating the sale of BFE pursuant to Clause 18.5.1 and shall be responsible for all costs incurred by the Seller in removing and facilitating the sale of such BFE.
****. 

  

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

  

	18.5.4	The Buyer shall have no claim against the Seller for damage to or destruction of any item of BFE damaged or destroyed in the process of being removed from the Aircraft in accordance with this Clause 18.5,
provided that the Seller shall use reasonable care in such removal. 

  

	18.5.5	The Buyer shall grant the Seller title to any BFE items that cannot be removed from the Aircraft in accordance with this Clause 18.5 without causing damage to the Aircraft or rendering any system in the Aircraft
unusable. 


  

			
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	19	INDEMNIFICATION AND INSURANCE 

  

	19.1	Indemnities Relating to Inspection, Technical Acceptance Process and Ground Training 

  

	19.1.1	The Seller shall, except in case of Gross Negligence of the Buyer or its Operator, its directors, officers, agents or employees, be solely liable for and shall indemnify and hold harmless the Buyer or its
Operator, its Affiliates and each of their respective directors, officers, agents, employees and insurers from and against all liabilities, claims, damages, costs and expenses (including legal expenses and attorney fees) in respect of:


  

	 	(i)	loss of, or damage to, the Seller’s property; 

  

	 	(ii)	injury to, or death of, the directors, officers, agents or employees of the Seller; 

  

	 	(iii)	any damage caused by the Seller to third parties arising out of, or in any way connected with, any ground check, check or controls under Clause 6 or Clause 8 of this Agreement and/or Ground Training Services ; and


  

	 	(iv)	any damage caused by the Buyer or its Operator and/or the Seller to third parties arising out of, or in any way connected with, technical acceptance flights under Clause 8 of this Agreement. 


 

	19.1.2	The Buyer or its Operator shall, except in case of Gross Negligence of the Seller, its directors, officers, agents or employees, be solely liable for and shall indemnify and hold harmless the Seller, its
Affiliates and each of their respective directors, officers, agents, employees, sub-contractors and insurers from and against all liabilities, claims, damages, costs and expenses (including legal expenses and attorney fees) in respect of:


  

	 	(i)	loss of, or damage to, the Buyer’s or its Operator ́s property; 

  

	 	(ii)	injury to, or death of, the directors, officers, agents or employees of the Buyer or its Operator; and 

  

	 	(iii)	any damage caused by the Buyer or its Operator to third parties arising out of, or in any way connected with, any ground check, check or controls under Clause 6 or Clause 8 of this Agreement and/or Ground Training
Services. 

  

	19.2	Indemnities Relating to Training on Aircraft after Delivery 

  

	19.2.1	The Buyer shall, or shall cause its Operator to , except in the case of Gross Negligence of the Seller, its directors, officers, agents and employees, be solely liable for and shall indemnify and hold harmless
the Seller, its Affiliates and each of their respective directors, officers, agents, employees, sub-contractors and insurers from and against all liabilities, claims, damages, costs and expenses (including legal expenses and attorney fees) incident
thereto or incident to successfully establishing the right to indemnification in respect of: 

  

	 	(i)	injury to, or death of, any person (including any of the Buyer’s or its Operator ́s directors, officers, agents and employees, but not directors, officers, agents and employees of the Seller); and



  

			
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	 	(ii)	loss of, or damage to, any property and for loss of use thereof (including the aircraft on which the Aircraft Training Services are performed), 


arising out of, or in any way connected with, the performance of any Aircraft Training Services. 

 

	19.2.2	The foregoing indemnity shall not apply with respect to the Seller’s legal liability towards any person other than the Buyer or its Operator, its directors, officers, agents or employees arising out of an
accident caused solely by a product defect in the Aircraft delivered to and accepted by the Buyer or its Operator hereunder. 

  

	19.3	Indemnities relating to Seller Representatives Services 

  

	19.3.1	The Buyer or its Operator shall, except in case of Gross Negligence of the Seller, its directors, officers, agents or employees, be solely liable for and shall indemnify and hold harmless the Seller, its
Affiliates and each of their respective directors, officers, agents, employees, sub-contractors and insurers from and against all liabilities, claims, damages, costs and expenses (including legal expenses and attorney fees) in respect of:


  

	 	(i)	injury to, or death of, any person (except Seller’s Representatives); and 

  

	 	(ii)	loss of, or damage to, any property and for loss of use thereof; arising out of, or in any way connected with the Seller’s Representatives Services. 


 

	19.3.2	The Seller shall, except in case of Gross Negligence or wilful misconduct of the Buyer or its Operator, its directors, officers, agents or employees, be solely liable for and shall indemnify and hold harmless the
Buyer or its Operator, its Affiliates and each of their respective directors, officers, agents, employees and insurers from and against all liabilities, claims, damages, costs and expenses (including legal expenses and attorney fees) in respect of
all injuries to, or death of, the Seller’s Representatives arising out of, or in any way connected with the Seller’s Representatives Services. 

  

	19.4	Insurances 

 To the extent of the Buyer’s or its Operator ́s undertaking set
forth in Clause 19.2.1, for all training periods on aircraft, the Buyer shall, or cause its Operator to: 
  

	 	(i)	cause the Seller, its directors, officers, agents, employees, Affiliates and subcontractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal
Liability insurance policies, including War Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in respect of War and Allied Perils Third Parties Legal
Liabilities Insurance; and 

  

	 	(ii)	with respect to the Buyer’s or its Operator ́s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s or its Operator ́s hull insurance policies to waive
all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers. 


Any applicable deductible shall be borne by the Buyer or its Operator. 

  

			
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 With respect to the above policies, the Buyer or its Operator shall furnish to the Seller, not
less than seven (7) working days prior to the start of any such training period, certificates of insurance from the Buyer’s or its Operator ́s insurance broker(s), in English, evidencing the limit of liability cover and period of
insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: 
  

	 	(i)	under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s or its Operator ́s policies are primary and non-contributory to any insurance maintained by the Seller; 


 

	 	(ii)	such insurance can only be cancelled or materially altered by the giving of not less than thirty (30) days (but seven (7) days or such lesser period as may be customarily available in respect of War Risks and
Allied Perils) prior written notice thereof to the Seller; and 

  

	 	(iii)	under any such cover, all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, have been waived to the extent of the
Buyer’s or its Operator ́s undertaking and specifically referring to Clause 19.2.1 and to this Clause 19.4. 

  

	19.5	Notice of Claims 

 If any claim is made or suit is brought against either party or the
Operator (or its respective directors, officers, agents, employees, Affiliates and sub-contractors) for damages for which liability has been assumed by the other party in accordance with the provisions of this Agreement, the party against which a
claim is so made or suit is so brought shall promptly give notice to the other party, and the latter shall (unless otherwise requested by the party against which a claim is so made or suit is so brought, in which case the other party nevertheless
shall have the right to) assume and conduct the defence thereof, or effect any settlement which it, in its opinion, deems proper. 
  

	20	TERMINATION 

  

	20.1	Termination for Insolvency 

 In the event that either the Seller or the Buyer: 

 

	 	(a)	makes a general assignment for the benefit of creditors or becomes insolvent; 

  

	 	(b)	files a voluntary petition in bankruptcy; 

  

	 	(c)	petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets; 


 

	 	(d)	commences under the laws of any competent jurisdiction any proceeding involving its insolvency, bankruptcy, readjustment of debt, liquidation or any other similar proceeding for the relief of financially distressed
debtors; 

  

	 	(e)	becomes the object of any proceeding or action of the type described in (c) or (d) above and such proceeding or action remains undismissed or unstayed for a period of at least ****; or 


  

			
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	 	(f)	is divested of a substantial part of its assets for a period of at least ****, 

 then the other
party may, to the full extent permitted by law, by written notice, terminate all or part of this Agreement. 
  

	20.2	Termination for Non-Payment of Predelivery Payments 

 If for any Aircraft the Buyer
fails to make any Predelivery Payments at the time, in the manner and in the amount specified in Clause 5.3 ****, the Seller may by written notice, terminate all or part of this Agreement with respect to undelivered Aircraft. 

 

	20.3	Termination for Failure to Take Delivery 

 If the Buyer fails to comply with its
obligations as set forth under Clause 8 and/or Clause 9, or fails to pay the Final Price of the Aircraft when due, **** 
 ****, the Seller
may, by written notice, terminate all or part of this Agreement with respect to undelivered Aircraft. 
 All costs referred to in Clause
9.2.3 and relating to the period between the notified date of delivery (as referred to in Clause 9.2.3) and the date of termination of all or part of this Agreement shall be borne by the Buyer. 

 

	20.4	Termination for Default under other Agreements 

 If the Buyer or any of its Affiliates
fails to perform or comply with: 
  

	 	(i)	****; and/or 

  

	 	(ii)	****, 

 in each case between the Buyer or any of its Affiliates and the Seller or any of its
Affiliates (each a “Relevant Agreement”) and such failure is not remedied on or before the later of: 
 **** 

then the Seller may, by written notice to the Buyer, terminate all or part of this Agreement with respect to undelivered Aircraft. 

 

	20.5	General 

  

	20.5.1	To the full extent permitted by law, the termination of all or part of this Agreement pursuant to Clauses 20.1, 20.2, 20.3 and 20.4 shall become effective immediately upon receipt by the relevant party of the
notice of termination sent by the other party without it being necessary for either party to take any further action or to seek any consent from the other party or arbitral panel having jurisdiction. 


 

	20.5.2	The right for either party under Clause 20.1 and for the Seller under Clauses 20.2, 20.3, and 20.4 to terminate all or part of this Agreement shall be without prejudice to any other rights and remedies available
to such party to seek termination of all or part of this Agreement before any arbitral panel having jurisdiction pursuant to any failure by the other party to perform its obligations under this Agreement. 


  

			
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	20.5.3	If the party taking the initiative of terminating this Agreement decides to terminate part of it only, the notice sent to the other party shall specify those provisions of this Agreement which shall be
terminated. 

  

	20.5.4	****. 

  

	21	ASSIGNMENTS AND TRANSFERS 

  

	21.1	Assignments by Buyer 

 Except as hereinafter provided, the Buyer may not sell, assign,
novate or transfer its rights and obligations under this Agreement to any person without the prior written consent of the Seller. 
  

	21.1.1	**** 

  

	21.1.2	Assignments for Delivery Financing 

 The Buyer shall be entitled to assign its rights
under this Agreement at any time in connection with the financing of its obligation to pay the Final Price subject to such assignment being in form and substance acceptable to the Seller. 

 

	21.1.3	Assignment in case of lease 

 ****. 

 

	21.1.4	Transfer of Rights and Obligations upon Restructuring 

 In the event that the Seller is
subject to a corporate restructuring having as its object the transfer of, or succession by operation of law in, all or a substantial part of its assets and liabilities, rights and obligations, including those existing under this Agreement, to a
person (“the Successor”) under the control of the ultimate controlling shareholders of the Seller at the time of that restructuring, for the purpose of the Successor carrying on the business carried on by the Seller at the time of
the restructuring, such restructuring shall be completed without consent of the Buyer following notification by the Seller to the Buyer in writing. The Buyer recognises that succession of the Successor to the Agreement by operation of law, which is
valid under the law pursuant to which that succession occurs, shall be binding upon the Buyer. 
  

	22	MISCELLANEOUS PROVISIONS 

  

	22.1	Data Retrieval 

 On the Seller’s reasonable request, the Buyer or its Operator,
shall provide the Seller with all the necessary data, as customarily compiled by the Buyer and pertaining to the operation of the Aircraft, to assist the Seller in making an efficient and coordinated survey of all reliability, maintenance,
operational and cost data with a view to monitoring the efficient and cost effective operations of the Aircraft. 

  

			
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	22.2	Notices 

 All notices and requests required or authorized hereunder shall be given
(i) in writing either by personal delivery to an authorized representative of the party to whom the same is given or (ii) by registered mail (return receipt requested), (iii) express mail (tracking receipt requested) or (iv) by
facsimile, to be confirmed by subsequent attachment to an electronic mail as Portable Document Format (PDF),, and the date upon which any such notice or request is so personally delivered or if such notice or request is given by registered mail, the
date upon which it is received by the addressee or, if given by facsimile, the date upon which it is sent with a correct confirmation printout, provided that if such date of receipt is not a Business Day notice shall be deemed to have been received
on the first following Business Day, shall be deemed to be the effective date of such notice or request. 
 Seller’s address for
notices is: 
 AIRBUS 
 Attn.
To V. P. Contracts 
 1 Rond-Point Maurice Bellonte 

31707 Blagnac Cedex 
 France

 Buyer’s address for notices is: 

Avolon Aerospace Leasing Limited 

Block 3, The Oval 
 Shelbourne
Road 
 Ballsbridge 
 Dublin 4

 Ireland 
 Attention: Chief
Operations Officer 
 fax: 353 1 485 3242 

or such other address or such other person as the party receiving the notice or request may reasonably designate from time to time. 

 

	22.3	Waiver 

 The failure of either party to enforce at any time any of the provisions of
this Agreement, or to exercise any right herein provided, or to require at any time performance by the other party of any of the provisions hereof, shall in no way be construed to be a present or future waiver of such provisions nor in any way to
affect the validity of this Agreement or any part thereof or the right of the other party thereafter to enforce each and every such provision. The express waiver (whether made one (1) or several times) by either party of any provision,
condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. 
  

	22.4	Law and Jurisdiction 

  

	22.4.1	This Agreement is governed by and shall be construed in accordance with the laws of England 


  

			
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	22.4.2	Any dispute arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in
accordance with such rules. 

 Arbitration shall take place in London in the English language. 

 

	22.5	Contracts (Rights of Third Parties) Act 1999 

 The parties do not intend that any term
of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement. 

The parties may rescind, vary, waive, release, assign, novate or otherwise dispose of all or any of their respective rights or obligations
under this Agreement in accordance with the terms hereof without the consent of any person who is not a party to this Agreement. 
  

	22.6	International Supply Contract 

 The Buyer and the Seller recognise that this Agreement
is an international supply contract which has been the subject of discussion and negotiation, that all its terms and conditions are fully understood by the parties, and that the Specification and price of the Aircraft and the other mutual agreements
of the parties set forth herein were arrived at in consideration of, inter alia, all the provisions hereof specifically including all waivers, releases and renunciations by the Buyer set out herein. 

The Buyer and the Seller hereby also agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply
to this transaction. 
  

	22.7	Severability 

 In the event that any provision of this Agreement should for any reason
be held ineffective, the remainder of this Agreement shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law, which renders any provision of this Agreement prohibited or
unenforceable in any respect. 
  

	22.8	Alterations to Contract 

 This Agreement including all Exhibits and Appendices and any
other document agreed in writing by the Parties as being part of this Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understandings, commitments or representations
whatsoever oral or written in respect thereto. This Agreement shall not be varied except by an instrument in writing of date even herewith or subsequent hereto executed by both parties or by their duly authorised representatives. 

 

	22.9	Language 

 All correspondence, documents and any other written matters in connection
with this Agreement shall be in English. 

  

			
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	22.10	Counterparts 

 This Agreement has been executed in two (2) original copies. 

Notwithstanding the above, this Agreement may be executed by the parties in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together constitute one and the same Agreement. 
  

	22.11	Inconsistencies 

 In the event of any inconsistency between the terms of this Agreement
and the terms contained in either (i) the Specification, or (ii) any other Exhibit, in each such case the terms of this Agreement shall prevail over the terms of the Specification or any other Exhibit. For the purpose of this Clause 22.11,
the term Agreement shall not include the Specification or any other Exhibit hereto. 
  

	22.12	Confidentiality 

  

	22.12.1	This Agreement including any Exhibits, other documents or data exchanged between the Buyer and the Seller for the fulfilment of their respective obligations under the Agreement shall be treated by both parties as
confidential and shall not be released in whole or in part to any third party except as may be required by law, or to professional advisors, technical advisors and shareholders for the purpose of implementation hereof. 


In particular, both parties agree: 

- not to make any press release concerning the whole or any part of the contents and/or subject matter hereof or of any future addendum hereto
without the prior written consent of the other party hereto. 
 ****. 

The provisions of this Clause 22.12 shall survive any termination of this Agreement for a period of ****. 

 

	22.12.2	**** 


  

			
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 IN WITNESS WHEREOF this Agreement was entered into the day and year first above written. 

 

									
	For and on behalf of	 		 	For and on behalf of
			
	AVOLON AEROSPACE LEASING LIMITED	 		 	AIRBUS S.A.S.
					
	Name:	 	 /s/ Dómhnal Slattery
	 		 	Name:	 	 /s/ Christophe Mourey

	Title:	 	 Director
	 		 	Title:	 	 Senior Vice President Contracts



  

			
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 E X H I B I T A 

S P E C I F I C A T I O N 

The A320-200 Standard Specification is contained in a separate folder. 

  

			
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 EXHIBIT A 

APPENDIX 1 TO EXHIBIT A – SCN BASELINES 

A320 FAMILY BASELINE, based on A319 Standard Specification 6.0, A320 Standard Specification 7.0 and 

A321 Standard Specification 4.0 
  

											
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****


  

			
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 EXHIBIT A  

 
  

											
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****


  

			
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 EXHIBIT A 
  

 

											
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
	****	  	****	  	****	  	****	  	****	  	****
		  	****	  	****	  	****	  	****	  	****


  

			
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 EXHIBIT B 

FORM OF 
 -
SPECIFICATION CHANGE NOTICE MANUFACTURER 
 - SPECIFICATION CHANGE NOTICE 

  

			
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 EXHIBIT B 
  

			
	  






  

SPECIFICATION CHANGE NOTICE
  

(SCN)
	 	  

  For
  

  SCN Number
   Issue

  Dated
   Page

 



					
	  

Title :
  

Description :
  

Remarks / References
  

Specification changed by this SCN
  

This SCN requires prior or concurrent acceptance of the following SCN (s):

 

	  

Price per aircraft
  

US DOLLARS:
 AT DELIVERY CONDITIONS:

 
 This change will be effective on

Provided approval is received by
  

      Buyer approval 

 
       By :

 
       Date :

 
	 	  
  

 
  
  

 

            AIRCRAFT N°

 
  
 Seller
approval
  

            By :
  

            Date :

 
	  	  
  

 
  
  

 
 and subsequent.



  

			
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 EXHIBIT B 
  

 

			
	  






  

SPECIFICATION CHANGE NOTICE
  

(SCN)
	 	  

  For
  

  SCN Number
   Issue

  Dated
   Page

 



	
	  

Specification repercussion:
  

After contractual agreement with respect to weight, performance, delivery, etc, the indicated part of the specification wording will read
as follows:
  



  

			
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 EXHIBIT B 
  

 

			
	  






  

SPECIFICATION CHANGE NOTICE
  

(SCN)
	 	  

  For
  

  SCN Number
   Issue

  Dated
   Page

 



	
	  

Scope of change (FOR INFORMATION ONLY)

 



  

			
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 EXHIBIT B 
  

 

			
	  






  

SPECIFICATION CHANGE NOTICE
  

(SCN)
	 	  

  For
  

  SCN Number
   Issue

  Dated
   Page

 



	
	  

Title :
  

Description :
  

Effect on weight :
  

•   Manufacturer’s Weight Empty change :

 
 •   Operational Weight Empty
change :
  
 •   Allowable
Payload change :
  
 Remarks / References

 
 Specification changed by this MSCN

 



					
	  

Price per aircraft
  

US DOLLARS:
 AT DELIVERY CONDITIONS:

 
 This change will be effective on

Provided approval is received by
  

      Buyer approval 

 
       By :

 
       Date :

 
	 	  
  

 
  
  

 

            AIRCRAFT N°

 
  
 Seller
approval
  

            By :
  

            Date :

 
	  	  

 
  
  

 
  
 and
subsequent.



  

			
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 EXHIBIT C 

Part 1 - AIRFRAME PRICE REVISION FORMULA 

Part 2 - PROPULSION SYSTEMS PRICE REVISION FORMULA 

CFM INTERNATIONAL 

Part 3 - PROPULSION SYSTEMS PRICE REVISION FORMULA  

INTERNATIONAL AERO ENGINES 

  

			
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 EXHIBIT C 
  

			
		
	PART 1	  	AIRFRAME PRICE REVISION FORMULA

  

	1.	BASE PRICE 

 **** 

 

	2.	BASE PERIOD 

 **** 

 

	3.	INDEXES 

 **** 

 

	4	REVISION FORMULA 

 **** 

 

	5	GENERAL PROVISIONS 

  

	5.1	Roundings 

 **** 

 

	5.2	Substitution of Indexes for Airframe Price Revision Formula 

 **** 

 

	5.3	Final Index Values 

 **** 

 

	5.4	Limitation 

 **** 

  

			
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 EXHIBIT C 
  

			
		
	PART 2	  	PROPULSION SYSTEMS PRICE REVISION FORMULA
		  	 CFM INTERNATIONAL


  

	1	REFERENCE PRICE OF THE PROPULSION SYSTEMS 

  

	1.1	A319-100 Aircraft 

 **** 

 

	1.2	A320-200 Aircraft 

 **** 

 

	1.3	A321-200 Aircraft 

 **** 

 

	2	REFERENCE PERIOD 

 **** 

 

	3	INDEXES 

 **** 

 

	4	REVISION FORMULA 

 **** 

 

	5	GENERAL PROVISIONS 

  

	5.1	Roundings 

 **** 

 

	5.2	Final Index Values 

 **** 

 

	5.3	Interruption of Index Publication 

 **** 

 

	5.4	Annulment of Formula 

 **** 

 

	5.5	Limitations 

 **** 

  

			
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 EXHIBIT C 
  

			
		
	PART 3	  	PROPULSION SYSTEMS PRICE REVISION FORMULA
		
		  	 INTERNATIONAL AERO ENGINES


  

	1	REFERENCE PRICE OF THE ENGINES 

  

	1.1	A319-100 Aircraft 

 **** 

 

	1.2	A320-200 Aircraft 

 **** 

 

	13	A321-200 Aircraft 

 **** 

 

	2	REFERENCE PERIOD 

 **** 

 

	3	INDEXES 

 **** 

 

	4	REVISION FORMULA 

 **** 

 

	5	GENERAL PROVISIONS 

  

	5.1	Roundings 

 **** 

 

	5.2	Final Index Values 

 **** 

 

	5.3	Interruption of Index Publication 

 **** 

 

	5.4	Annulment of Formula 

 **** 

 

	5.5	Limitation 

 **** 

  

			
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 CERTIFICATE OF ACCEPTANCE 

In accordance with the terms of [clause [—]] of the purchase agreement dated [day] [month]
[year] and made between [insert name of the party to the Purchase Agreement] (the “Customer”) and Airbus S.A.S. as amended and supplemented from time to time (the “Purchase Agreement”), the technical
acceptance tests relating to one Airbus A3[—]-[—] aircraft, bearing manufacturer’s serial number
[—], and registration mark [—](the “Aircraft”) have taken place in [Blagnac/Hamburg]. 

In view of said tests having been carried out with satisfactory results, the Customer, [as agent of [insert the name of the lessor/SPC] (the
“Owner”) pursuant to the [purchase agreement assignment] dated [day] [month] [year], between the Customer and the Owner] hereby approves the Aircraft as being in conformity with the provisions of the Purchase
Agreement and accepts the Aircraft for delivery in accordance with the provisions of the Purchase Agreement. 
 Such acceptance shall not impair the rights
that may be derived from the warranties relating to the Aircraft set forth in the Purchase Agreement. 
 Any right at law or otherwise to revoke this
acceptance of the Aircraft is hereby irrevocably waived. 
 IN WITNESS WHEREOF, the Customer, [as agent of the Owner] has caused this instrument to be
executed by its duly authorised representative this     day of [month], [year] in [Blagnac/Hamburg]. 

CUSTOMER [as agent of OWNER] 
 Name:

 Title: 
 Signature: 

  

			
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 BILL OF SALE 

Know all men by these presents that Airbus S.A.S., a Société par Actions Simplifiée existing under French law and having its
principal office at 1 rond-point Maurice Bellonte, 31707 Blagnac Cedex, FRANCE (the “Seller”), was this [day] [month] [year] the owner of the title to the following airframe (the “Airframe”),
the [engines/propulsion systems] as specified (the “[Engines/Propulsion Systems]”) and [all appliances, components, parts, instruments, accessories, furnishings, modules and other equipment of any nature], [excluding buyer furnished
equipment (“BFE”),] incorporated therein, installed thereon or attached thereto on the date hereof (the “Parts”): 
  

			
	AIRFRAME:	 	[ENGINES/PROPULSION SYSTEMS]:
		
	AIRBUS Model A3[—]-[—]	 	[Insert name of engine or propulsion system manufacturer] Model [—]
		
	MANUFACTURER’S	 	ENGINE SERIAL NUMBERS:
	SERIAL NUMBER: [—]	 	LH: [—]
		 	RH: [—]

 REGISTRATION MARK: [—] 

[and [had] such title to the BFE as was acquired by it from [insert name of vendor of the BFE] pursuant to a bill of sale
dated     [month] [year] (the “BFE Bill of Sale”)]. 
 The Airframe, [Engines/Propulsion Systems] and Parts are
hereafter together referred to as the “Aircraft”. 
 The Seller did this     day of [month] [year], sell, transfer and
deliver all of its above described rights, title and interest in and to the Aircraft [and the BFE] to the following entity and to its successors and assigns forever, said Aircraft [and the BFE] to be the property thereof: 

[Insert Name/Address of Buyer] 

(the “Buyer”) 
 The Seller hereby
warrants to the Buyer, its successors and assigns that it had [(i)] good and lawful right to sell, deliver and transfer title to the Aircraft to the Buyer and that there was conveyed to the Buyer good, legal and valid title to the Aircraft, free and
clear of all liens, claims, charges, encumbrances and rights of others and that the Seller will warrant and defend such title forever against all claims and demands whatsoever [and (ii) such title to the BFE as Seller has acquired from
[insert name of vendor of the BFE] pursuant to the BFE Bill of Sale]. 
 This Bill of Sale shall be governed by and construed in accordance with the
laws of [same governing law as the Purchase Agreement]. 
 IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly
authorized representative this     day of [month], [year] in [Blagnac/Hamburg]. 
 AIRBUS S.A.S. 

Name: 
 Title: 

Signature: 

  

			
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 EXHIBIT F 

SERVICE LIFE POLICY 

LIST OF ITEMS 

  

			
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 EXHIBIT F 

SELLER SERVICE LIFE POLICY 
  

	1	The Items covered by the Service Life Policy pursuant to Clause 12.2 are those Seller Items of primary and auxiliary structure described hereunder. 


 

	2	WINGS - CENTER AND OUTER WING BOX (LEFT AND RIGHT) 

  

	2.1	Wing Structure 

  

	2.1.1	Spars 

  

	2.1.2	Ribs and stringers inside the wing box 

  

	2.1.3	Upper and lower wing skin panels of the wing box 

  

	2.2	Fittings 

  

	2.2.1	Support structure and attachment fittings for the flap structure 

  

	2.2.2	Support structure and attachment fitting for the engine pylons 

  

	2.2.3	Support structure and attachment fitting for the main landing gear 

  

	2.2.4	Support structure and attachment fitting for the center wing box 

  

	2.3	Auxiliary Support Structure 

  

	2.3.1	For the slats: 

  

	2.3.1.1	Ribs supporting the track rollers on wing box structure 

  

	2.3.1.2	Ribs supporting the actuators on wing box structure 

  

	2.3.2	For the ailerons: 

  

	2.3.2.1	Hinge brackets and ribs on wing box rear spar or shroud box 

  

	2.3.2.2	Actuator fittings on wing box rear spar or shroud box 

  

	2.3.3	For airbrakes, spoilers, lift dumpers: 

  

	2.3.3.1	Hinge brackets and ribs on wing box rear spar or shroud box 

  

	2.3.3.2	Actuator fittings on wing box rear spar or shroud box 

  

	2.4	Pylon 

  

	2.4.1	For the Pylon Main Structural Box 

  

	2.4.1.1	Spars 

  

	2.4.1.2	Ribs 


  

			
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 EXHIBIT F 
  

 

	2.4.1.3	Skin, doublers and stiffeners 

  

	2.4.1.4	Support structure and attachment fitting for engine supports 

  

	3	FUSELAGE 

  

	3.1	Fuselage structure 

  

	3.1.1	Fore and aft bulkheads 

  

	3.1.2	Pressurized floors and bulkheads surrounding the main and nose gear wheel well and center wing box 

  

	3.1.3	Skins with doublers, stringers and frames from the forward pressure bulkheads to the frame supporting the rear attachment of horizontal stabilizer 


 

	3.1.4	Window and windscreen attachment structure but excluding transparencies 

  

	3.1.5	Passenger and cargo doors internal structure 

  

	3.1.6	Sills, excluding scuff plates, and upper beams surrounding passenger and cargo door apertures 

  

	3.1.7	Cockpit floor structure and passenger cabin floor beams excluding floor panels and seat rails 

  

	3.1.8	Keel beam structure 

  

	3.2	Fittings 

  

	3.2.1	Landing gear support structure and attachment fitting 

  

	3.2.2	Support structure and attachment fittings for the vertical and horizontal stabilizers 

  

	3.2.3	Support structure and attachment fitting for the APU 

  

	4	STABILIZERS 

  

	4.1	Horizontal Stabilizer Main Structural Box 

  

	4.1.1	Spars 

  

	4.1.2	Ribs 

  

	4.1.3	Upper and lower skins and stringers 

  

	4.1.4	Support structure and attachment fitting to fuselage and trim screw actuator 

  

	4.1.5	Elevator support structure 

  

	4.1.5.1	Hinge bracket 

  

	4.1.5.2	Servocontrol attachment brackets 


  

			
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 EXHIBIT F 
  

	4.2	Vertical Stabilizer Main Structural Box 

  

	4.2.1	Spars 

  

	4.2.2	Ribs 

  

	4.2.3	Skins and stringers 

  

	4.2.4	Support structure and attachment fitting to fuselage 

  

	4.2.5	Rudder support structure 

  

	4.2.5.1	Hinge brackets 

  

	4.2.5.2	Servocontrol attachment brackets 

  

	5	EXCLUSIONS 

 Bearing and roller assemblies, bearing surfaces, bushings, fittings other
than those listed above, access and inspection doors, including manhole doors, latching mechanisms, all system components, commercial interior parts, insulation and related installation and connecting devices are excluded from this Seller Service
Life Policy. 

  

			
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 EXHIBIT G 

TECHNICAL DATA INDEX 

  

			
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 EXHIBIT G 

TECHNICAL DATA INDEX 
 Where
applicable data will be established in general compliance with ATA 100 Information Standards for Aviation Maintenance, and the applicable provisions for digital standard of ATA Specification 2200 (iSpec2200). 

The following index identifies the Technical Data provided in support of the Aircraft. 

The explanation of the table is as follows: 
  

			
		
	NOMENCLATURE	 	Self-explanatory.
		
	ABBREVIATED DESIGNATION (Abbr)	 	Self-explanatory.
		
	AVAILABILITY (Avail)	 	

 Technical Data can be made available : 

ON-LINE (ON) through the relevant service on AirbusWorld, and / or 

OFF-LINE (OFF) through the most suitable means applicable to the size of the concerned document (e.g CD or DVD). 

FORMAT (Form) 
 Following Technical Data formats may be
used: 
 SGML - Standard Generalized Mark-up Language, which allows further data processing by the Buyer. 

XML – Extensible Mark-up Language, evolution of the SGML text format to cope with WEB technology requirements. 

****. 
 CGM – Computer Graphics Metafile,
format of the interactive graphics associated with the XML and /or SGML text file delivery. 
 PDF (PDF) - Portable Document Format allowing data
consultation. 
 Advanced Consultation Tool - refers to Technical Data consultation application that offers advanced consultation & navigation
functionality compared to PDF. Both browser software & Technical Data are packaged together. 
 P1 / P2 - refers to manuals printed on one side or
both sides of the sheet. 
 CD-P - refers to CD-Rom including Portable Document Format (PDF) Data.



 CD-XML – Refers to CD-Rom including XML data 
  

			
	TYPE C	  	CUSTOMIZED. Refers to manuals that are applicable to an individual Airbus customer/Operator fleet or aircraft.


  

			
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 EXHIBIT G 
  

			
		
	 G
	  	GENERIC. Refers to manuals that are applicable for all Airbus aircraft types/models/series.
		
	 E
	  	ENVELOPE. Refers to manuals that are applicable to a whole group of Airbus customers for a specific aircraft type/model/series.

  

	QUANTITY (Qty)	Self-explanatory for physical media. 

  

	DELIVERY (Deliv)	Delivery refers to scheduled delivery dates and is expressed in either the number of corresponding days prior to first Aircraft delivery, or nil (0) referring to the Delivery Date of corresponding Aircraft.


  

	 	The number of days indicated shall be rounded up to the next regular revision release date. 


  

			
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 OPERATIONAL MANUALS AND DATA 
  

															
	 NOMENCLATURE
	  	 Abbr
	  	 Avail
	  	 Form
	  	 ****
	  	 ****
	  	 ****
	  	 ****

								
	 Flight Crew Operating Manual
	  	FCOM	  	ON	  	XML	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-XML	  	****	  	****	  	****	  
								
	 Flight Crew Training Manual
	  	FCTM	  	ON	  	XML	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-XML	  	****	  	****	  	****	  
								
	 Cabin Crew Operating Manual
	  	CCOM	  	ON	  	XML	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-XML	  	****	  	****	  	****	  
								
	 Flight Manual
	  	FM	  	ON	  	XML	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-XML	  	****	  	****	  	****	  
	  	  	OFF	  	PDF	  	****	  	****	  	****	  	****
								
	 Master Minimum Equipment List
	  	MMEL	  	ON	  	XML	  	****	  	****	  	****	  	****
	  		  	OFF	  	CD-XML	  	****	  	****	  	****	  
								
	 Quick Reference Handbook
	  	QRH	  	ON	  	XML	  	****	  	****	  	****	  	****
	  		  	OFF	  	CD-XML	  	****	  	****	  	****	  
								
	 Trim Sheet
	  	TS	  	OFF	  	Electronic format	  	****	  	****	  	****	  	****
								
	 Weight and Balance Manual
	  	WBM	  	ON	  	XML	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-XML	  	****	  	****	  	****	  
								
	 Performance Engineer’s Programs
	  	PEP	  	ON	  	Performance Computation Tool	  	****	  	****	  	****	  	****
	  	  	OFF	  	Performance Computation Tool on CD	  	****	  	****	  	****	  
								
	 Performance Programs Manual
	  	PPM	  	OFF	  	CD-P	  	****	  	****	  	****	  	****
								
	AirN@v / Maintenance, including : Aircraft Maintenance Manual - AMM Illustrated Parts Catalog (Airframe)- IPC	  	AirN@v / Maintenance	  	ON	  	Advanced Consultation Tool	  	****	  	****	  	****	  	****


  

			
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 EXHIBIT G 

OPERATIONAL MANUALS AND DATA 
  

															
	 Illustrated Parts Catalog ( Powerplant )-PIPC*

Trouble Shooting Manual - TSM
 Aircraft Schematics Manual -
ASM
 Aircraft Wiring Lists - AWL
 Aircraft Wiring Manual -
AWM
 Electrical Standard Practices Manual- ESPM
	  		  	OFF	  	Advanced Consultation Tool on DVD	  	****	  	****	  	****	  	****
								
	AirN@v / Associated Data Consumable Material List – CML Standards Manual - SMElectrical Standard Practices Manual - ESPMTool and Equipment Manual – TEM (*)	  	AirN@v / Associated Data	  	ON	  	Advanced Consultation Tool	  	****	  	****	  	****	  	****
	  	  	OFF	  	Advanced Consultation Tool on DVD	  	****	  	****	  	****	  
								
	Technical Follow-up	  	TFU	  	ON	  	PDF	  	****	  	****	  	****	  	****
								
	Aircraft Maintenance Manual	  	AMM	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  
	  	  	ON	  	SGML	  	****	  	****	  	****	  	****
	  	  	OFF	  	SGML	  	****	  	****	  	****	  	****
								
	Aircraft Schematics Manual	  	ASM	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  
	  	  	ON	  	SGML	  	****	  	****	  	****	  	****
	  	  	OFF	  	SGML	  	****	  	****	  	****	  	****
								
	Aircraft Wiring List	  	AWL	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  
	  	  	ON	  	SGML	  	****	  	****	  	****	  	****
	  	  	OFF	  	SGML	  	****	  	****	  	****	  	****
								
	Aircraft Wiring Manual	  	AWM	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  
	  	  	ON	  	SGML	  	****	  	****	  	****	  	****
	  	  	OFF	  	SGML	  	****	  	****	  	****	  	****
								
	Consumable Material List	  	CML	  	OFF	  	SGML	  	****	  	****	  	****	  	****
								
	Ecam System Logic Data	  	ESLD	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  


  

			
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 EXHIBIT G 

OPERATIONAL MANUALS AND DATA 
  

															
	Electrical Load Analysis	  	ELA	  	OFF	  	PDF/MS WordExcel	  	****	  	****	  	****	  	****
								
	Electrical Standard Practices Manual	  	ESPM	  	OFF	  	SGML	  	****	  	****	  	****	  	****
								
	Electrical Standard Practices booklet	  	ESP	  	OFF	  	P2*	  	****	  	****	  	****	  	****
								
	Flight Data Recording Parameter Library	  	FDRPL	  	OFF	  	Advanced Consultation Tool on CD	  	****	  	****	  	****	  	****
								
	Illustrated Parts Catalog (Airframe)	  	IPC	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  
	  	  	ON	  	SGML	  	****	  	****	  	****	  	****
	  	  	OFF	  	SGML	  	****	  	****	  	****	  	****
								
	Illustrated Parts Catalog (Powerplant)	  	PIPC	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  
								
	AirN@v / Planning, including Maintenance Planning Document – MPD	  	AirN@v/ Planning	  	ON	  	Advanced Consultation Tool	  	****	  	****	  	****	  	****
	  	  	OFF	  	Advanced Consultation Tool on DVD	  	****	  	****	  	****	  
								
	Maintenance Review Board Report – MRBR Airworthiness Limitation Section – ALS	  	MRBR
ALS	  	ON	  	PDF	  	****	  	****	  	****	  	****
								
	Tool & Equipment Bulletins	  	TEB	  	ON	  	PDF	  	****	  	****	  	****	  	****
								
	Tool and Equipment Drawings	  	TED	  	ON	  	Advanced Consultation Tool	  	****	  	****	  	****	  	****


  

			
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 EXHIBIT G 

OPERATIONAL MANUALS AND DATA 
  

															
								
	AirN@v / Engineering , including: Airworthiness Directives - ADEuropean Airworthiness Directives - EUAD ( incl. French DGAC AD’s) All Operator Telex - AOT Operator Information Telex - OIT Flight Operator Telex -
FOT Modification - MODModification Proposal - MP Service Bulletin - SBService Information Letter - SIL Technical Follow-Up - TFUVendor Service Bulletin - VSB	  	AirN@v/ Engineering	  	ON	  	Advanced Consultation Tool	  	****	  	****	  	****	  	****
	  		  	OFF	  	Advanced Consultation Tool on DVD	  	****	  	****	  	****	  
								
	Trouble Shooting Manual	  	TSM	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  
	  	  	ON	  	SGML	  	****	  	****	  	****	  	****
	  	  	OFF	  	SGML	  	****	  	****	  	****	  	****
								
	AirN@v / Repair, including: Structural Repair Manual (*) - SRMNon Destructive Testing Manual - NTM	  	AirN@v / Repair	  	ON	  	Advanced Consultation Tool	  	****	  	****	  	****	  	****
	  	  	OFF	  	Advanced Consultation Tool on DVD	  	****	  	****	  	****	  
								
	Structural Repair Manual	  	SRM	  	ON	  	SGML	  	****	  	****	  	****	  	****
	  	  	OFF	  	SGML	  	****	  	****	  	****	  
								
	Non Destructive Testing Manual	  	NTM	  	ON	  	SGML	  	****	  	****	  	****	  	****
	  	  	OFF	  	SGML	  	E	  	*	  	90	  


  

			
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 EXHIBIT G 
  

OVERHAUL DATA 
  

															
	 NOMENCLATURE
	  	 Abbr
	  	 Avail
	  	 Form
	  	 ****
	  	 ****
	  	 ****
	  	 ****

								
	AirN@v / Workshop, including: Component Maintenance Manual Manufacturer - CMMMDuct Fuel Pipe Repair Manual - DFPRM	  	AirN@v / Workshop	  	ON	  	Advanced Consultation Tool	  	****	  	****	  	****	  	****
	  	  	OFF	  	Advanced Consultation Tool on DVD	  	****	  	****	  	****	  
								
	Component Maintenance ManualManufacturer	  	CMMM	  	ON	  	SGML	  	****	  	****	  	****	  	****
	  	  	OFF	  	SGML	  	****	  	****	  	****	  
								
	Component Maintenance Manual Vendor	  	CMMV	  	OFF	  	CD-P	  	****	  	****	  	****	  	****
	  	  	ON	  	PDF	  	****	  	****	  	****	  	****
								
	Component Documentation Status	  	CDS	  	OFF	  	CD	  	****	  	****	  	****	  	****
								
	Component Evolution List	  	CEL	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  
	ENGINEERING DOCUMENTS	  		  		  		  	****	  	****	  	****	  	****
								
	Mechanical Drawings, including the DrawingPicture, Parts List / Parts Usage	  	MD	  	ON	  	Advanced Consultation Tool	  	****	  	****	  	****	  	****
								
	Standards Manual	  	SM	  	ON	  	SGML	  	****	  	****	  	****	  	****
	  	  	OFF	  	SGML	  	****	  	****	  	****	  
								
	Process and Material Specification	  	PMS	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  		  	OFF	  	CD-P	  	****	  	****	  	****	  
								
	 Airplane Characteristics for Airport Planning – AC

Maintenance Facility Planning - MFP
	  	AC/MFP	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  	****
								
	ATA 100 Index	  	ATI	  	ON	  	PDF	  	****	  	****	  	****	  	****
								
	C@DETS /Technical Data TrainingCourseware and Software	  	C@DETS	  	ON	  	Advanced Consultation Tool on CD	  	****	  	****	  	****	  	****
	  	  	OFF	  	Advanced Consultation Tool	  	****	  	****	  	****	  
								
	 Aircraft Recovery Manual
	  	ARM	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  


  

			
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 EXHIBIT G 
  

OVERHAUL DATA 
  

															
								
	Aircraft Rescue & Firefighting Chart	  	ARFC	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	P1	  	****	  	****	  	****	  	****
								
	Cargo Loading System Manual	  	CLS	  	ON	  	PDF	  	****	  	****	  	****	  	****
		  		  	OFF	  	CD-P	  	****	  	****	  	****	  	****
								
	List of Effective Technical Data	  	LETD	  	ON	  	PDF	  	****	  	****	  	****	  	****
								
	List of Radioactive and Hazardous Elements	  	LRE	  	ON	  	PDF	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  
								
	Live Animal Transportation Calculation Tool	  	LATC	  	ON	  	Advanced Calculation Tool	  	****	  	****	  	****	  	****
	  	LATC	  	OFF	  	Advanced Calculation Tool on CD	  	****	  	****	  	****	  
								
	Service Bulletins	  	SB	  	ON	  	Advanced Consultation Tool	  	****	  	****	  	****	  	****
	  	  	OFF	  	CD-P	  	****	  	****	  	****	  	****
								
	Supplier Product Support Agreements 2000	  	SPSA	  	ON	  	PDF	  	****	  	****	  	****	  	****
								
	Transportability Manual	  	TM	  	OFF	  	CD-P	  	****	  	****	  	****	  	****
								
	Vendor Information Manual + Aircraft On Ground & Repair Guide	  	VIM + AOG & RG	  	ON	  	Advanced Consultation Tool	  	****	  	****	  	****	  	****


  

			
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 EXHIBIT “H” 

MATERIAL 
 SUPPLY AND
SERVICES 

  

			
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 EXHIBIT H 

	1.	GENERAL 

  

	1.1	Scope 

  

	1.1.1	This Exhibit “H” defines the terms and conditions for the support and services that may be offered by the Seller to the Buyer in the area of Material, as such term in defined in Article 1.2.1 hereafter.


  

	1.1.2	References made to Articles shall refer to articles of this Exhibit “H” unless otherwise specified. 

  

	1.1.3	Notwithstanding the definition set forth in Clause 12.3.1 of the Agreement and for the exclusive purpose of this Exhibit “H”, the term “Supplier” shall mean any supplier providing any of the
Material listed in Article 1.2.1 hereunder (each a “Supplier Part”). 

  

	1.1.4	The term “SPEC 2000” as used throughout this Exhibit “H” means the “E-Business Specification for Materials Management” document published by the Air Transport Association of America.


  

	1.2	Material Categories 

  

	1.2.1	Material covered by this Exhibit “H” is classified according to the following categories (hereinafter individually and collectively referred to as “Material”): 


 

	 	(i)	“Seller Parts” (corresponding to Seller’s proprietary Material bearing a part number of the Seller or Material for which the Seller has the exclusive sales rights); 


 

	 	(ii)	Supplier Parts classified as Repairable Line Maintenance Parts (as defined in SPEC 2000); 

  

	 	(iii)	Supplier Parts classified as Expendable Line Maintenance Parts (as defined in SPEC 2000); 

  

	 	(iv)	Seller and/or Supplier ground support equipment and specific-to-type tools. 

  

	1.2.2	Propulsion Systems, engine exchange kits, their accessories and parts, including associated parts, are not covered under this Exhibit “H” and shall be subject to direct agreements between the Buyer and
the relevant Propulsion System Manufacturer. 

  

	1.3	Term 

 During a period commencing on the date hereof and continuing as long as at least
**** aircraft of the model of the Aircraft are operated in commercial air transport service, of which at least **** is operated by the Buyer (the “Term”), the Seller shall maintain, or cause to be maintained, a reasonable stock of Seller
Parts. 
 The Seller shall use its reasonable efforts to obtain a similar service from all Suppliers of Supplier Parts as set forth under
Articles 1.2.1 (ii) and (iii) and which were originally installed on the Aircraft at Delivery. 

  

			
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 EXHIBIT H 
  

 

	1.4	Airbus Material Center 

  

	1.4.1	The Seller has established its material headquarters in Hamburg, Germany (the “Airbus Material Center”) and shall, during the Term, maintain, or have maintained on its behalf, a central store of
Seller Parts. 

  

	1.4.2	The Airbus Material Center is operated twenty-four (24) hours per day, seven (7) days per week. 

  

	1.4.3	For efficient and prompt deliveries, the Seller and its Affiliates operate a global network of regional satellite stores (“Regional Satellite Stores”). 


The Seller reserves the right to effect deliveries from the Airbus Material Center, from any of the Regional Satellite Stores or from any
other production or Supplier’s facilities. 
  

	1.5	Customer Order Desk 

 The Seller operates a “Customer Order Desk”, the
main functions of which are: 
  

	 	(i)	Management of order entries for all priorities, including Aircraft On Ground (“AOG”); 

  

	 	(ii)	Management of order changes and cancellations; 

  

	 	(iii)	Administration of Buyer’s routing instructions; 

  

	 	(iv)	Management of Material returns; 

  

	 	(v)	Clarification of delivery discrepancies; 

  

	 	(vi)	Issuance of credit and debit notes. 

 The Buyer hereby agrees to communicate its orders for
Material to the Customer Order Desk either in electronic format (SPEC 2000) or via the Internet. 
  

	1.6	Material and Logistics Support Representative 

 The Seller shall assign one
(1) material and logistics support representative based at the Airbus Material Center to assist with, and coordinate, material support matters between the Seller and the Buyer during the Term. 

 

	1.7	Agreements of the Buyer 

  

	1.7.1	During the Term, the Buyer agrees to purchase from the Seller or its licensee(s) the Seller Parts required for the Buyer’s own needs. 


 

	1.7.2	Notwithstanding the foregoing, the Buyer may resort to the stocks of Seller Parts of other Operators of the same aircraft type or model or purchase Seller Parts from said Operators or from distributors, provided
said Seller Parts were originally designed by the Seller and manufactured by the Seller or its licensees. 


  

			
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 EXHIBIT H 
  

 

	1.7.3	Without prejudice to Articles 1.7.1 and 1.7.2, the Buyer may (subject to the express further agreement of the Seller in relation to Article 1.7.3 (ii) below) manufacture, exclusively for its own use and
without paying any license fee to the Seller, parts equivalent to Seller Parts subject to the existence of one of the following circumstances: 

  

	 	(i)	after expiration of the Term, the concerned Seller Parts are out of stock; 

  

	 	(ii)	Seller Parts are needed to perform confirmed AOG repairs upon any Aircraft delivered under the Agreement and are not available from the Seller, its licensees or other approved sources within a lead time shorter than or
equal to the time in which the Buyer can manufacture such parts; 

  

	 	(iii)	when a Seller Part is identified as “Local Manufacture” in the Illustrated Parts Catalog (IPC). 

  

	1.7.4.1	The rights granted to the Buyer in Article 1.7.3 shall not in any way be construed as a license, nor shall they in any way obligate the Buyer to pay any license fee or royalty, nor shall they in any way be
construed to affect the rights of third parties. 

  

	1.7.4.2	Furthermore, in the event of the Buyer manufacturing any parts, subject to and in accordance with the provisions of Article 1.7.3, such manufacturing and any use made of the manufactured parts shall be under the
sole liability of the Buyer and the right given by the Seller under such Article 1.7.3 shall not be construed as express or implicit approval howsoever either of the Buyer in its capacity of manufacturer of such parts or of the manufactured parts.


  

	 	It shall further be the Buyer’s sole responsibility to ensure that such manufacturing is performed in accordance with the relevant procedures and Aviation Authority requirements. 


 

	 	THE SELLER SHALL NOT BE LIABLE FOR, AND THE BUYER SHALL INDEMNIFY THE SELLER AGAINST, ANY CLAIMS FROM ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT OR NON-CONFORMITY OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH
ANY MANUFACTURING OF ANY PART UNDERTAKEN BY THE BUYER UNDER ARTICLE 1.7.3 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS EXHIBIT “H”, WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON ALLEGED, ACTUAL,
IMPUTED, ORDINARY OR INTENTIONAL ACTS OR OMISSIONS OF THE BUYER. 

  

	1.7.4.3	The Buyer shall allocate its own part number to any part manufactured in accordance with Article 1.7.3 above. The Buyer shall under no circumstances be allowed to use, the Airbus part number of the Seller Part to
which such manufactured part is equivalent. 

  

	1.7.4.4	Notwithstanding any right provided to the Buyer under Article 1.7.3, the Buyer shall not be entitled to sell or loan any part manufactured under the provisions of Article 1.7.3 to any third party.



  

			
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 EXHIBIT H 
  

 

	2.	INITIAL PROVISIONING 

  

	2.1	Period 

 The initial provisioning period commences with the Pre-Provisioning Meeting, as
defined in Article 2.2.1 below, and expires on the ****after Delivery of the last Aircraft firmly ordered under the Agreement (“Initial Provisioning Period”). 

 

	2.2	Pre-Provisioning Meeting 

  

	2.2.1	The Seller shall organize a pre-provisioning meeting (the “Pre-Provisioning Meeting”) at the Airbus Material Center, or any other location as may be mutually agreed upon, for the purpose of
defining an acceptable schedule and working procedure for the preparation of the initial issue of the Provisioning Data and the Initial Provisioning Conference referred to in Articles 2.3 and 2.4 below. 


During the Pre-Provisioning Meeting, the Seller shall familiarize the Buyer with the provisioning processes, methods and formulae of
calculation and documentation. 
  

	2.2.2	The Pre-Provisioning Meeting shall take place no later than ****prior to Scheduled Delivery Month of the first Aircraft. The date of the meeting shall be mutually agreed upon, allowing a minimum preparation time
of ****for the Initial Provisioning Conference. 

  

	2.3	Initial Provisioning Conference 

 The Seller shall organize an initial provisioning
conference at the Airbus Material Center (the “Initial Provisioning Conference”), the purpose of which shall be to define the agreed material scope and working procedures to accomplish the initial provisioning of Material (hereinafter
“Initial Provisioning”). 
 Such Initial Provisioning Conference shall take place at the earliest ****after Aircraft Manufacturer
Serial Number allocation or Contractual Definition Freeze, whichever occurs last and latest ****before the Scheduled Delivery Month of the first Aircraft. 
  

	2.4	Provisioning Data 

  

	2.4.1	Provisioning data generally in accordance with SPEC 2000, Chapter 1, for Material defined in Articles 1.2.1 (i) through 1.2.1 (iii) (“Provisioning Data”) shall be supplied by the Seller to the
Buyer in English language, in a format and timeframe to be mutually agreed upon during the Pre-Provisioning Meeting. 

  

	2.4.1.1	Unless a longer revision cycle has been mutually agreed upon, the Provisioning Data shall be revised every ****up to the end of the Initial Provisioning Period. 


 

	2.4.1.2	The Seller shall ensure that Provisioning Data is provided to the Buyer in due time to give the Buyer sufficient time to perform any necessary evaluation and allow the on-time delivery of any ordered Material.


  

	2.4.1.3	Provisioning Data generated by the Seller and supplied to the Buyer shall comply with the configuration of the Aircraft as documented ****before the date of issue. 


  

			
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 EXHIBIT H 
  

This provision shall not cover: 
  

	 	(i)	Buyer modifications not known to the Seller, 

  

	 	(ii)	other modifications not approved by the Seller’s Aviation Authorities. 

  

	2.4.2	Supplier-Supplied Data 

  

	 	Provisioning Data corresponding to Supplier Parts (both initial issue and revisions) shall be transmitted to the Buyer either through the Seller and/or the corresponding Supplier; it is however agreed and understood by
the Buyer that the Seller shall not be responsible for the substance, accuracy and/or quality of such data. Such Provisioning Data shall be provided in either SPEC 2000 format or any other mutually agreed format. The Buyer shall specify in writing
to the Seller the requested Provisioning Data format at the time of the Initial Provisioning Conference. 

  

	2.4.3	Supplementary Data 

  

	 	The Seller shall provide the Buyer with data supplementary to the Provisioning Data. This shall include local manufacture tables, ground support equipment, specific-to-type tools and a pool item candidate list.


  

	2.5	Commercial Offer 

  

	 	Upon the Buyer’s request, the Seller shall submit a commercial offer for Material mutually agreed as being Initial Provisioning Material. 


 

	2.6	Delivery of Initial Provisioning Material 

  

	2.6.1	During the Initial Provisioning Period, Initial Provisioning Material shall conform to the latest known configuration standard of the Aircraft for which such Material is intended and to the Provisioning Data
transmitted by the Seller. 

  

	2.6.2	The delivery of Initial Provisioning Material shall take place according to the conditions specified in the commercial offer mentioned in Article 2.5 above. 


 

	2.7	Buy-Back Period and Buy-Back of Initial Provisioning Surplus Material 

  

	 	a)	The “Buy-Back Period” is defined as the period starting ****after and ending **** after Delivery of the first Aircraft to the Buyer. 


 

	 	b)	At any time during the Buy-Back Period, the Buyer shall have the right to return to the Seller solely Seller Parts as per Article 1.2.1 (i) or Supplier Parts as per Article 1.2.1 (ii), subject to the Buyer
providing sufficient evidence that such Material fulfils the conditions defined hereunder. 

  

	 	i)	The Material is unused and undamaged and is accompanied by the Seller’s original documentation (tag, certificates); 

  

	 	ii)	The Seller provided the Buyer with an Initial Provisioning recommendation for such Material at the time of the Initial Provisioning Conference based upon a maximum protection level of **** and a maximum transit time of
**** 


  

			
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 EXHIBIT H 
  

	 	iii)	The quantity procured by the Buyer was not in excess of the provisioning quantities recommended by the Seller; 

  

	 	iv)	The Material was purchased for Initial Provisioning purposes by the Buyer directly from the Seller; 

  

	 	v)	The Material ordered by the Buyer is identified as an Initial Provisioning order and was placed on routine, and not expedite, basis; 


 

	 	vi)	The Material and its components have at least ****percent (****%) shelf life remaining when returned; 

  

	 	vii)	The Material is returned to the Seller by the Buyer and has effectively been received and accepted by the Seller before the end of the Buy-Back Period. 


 

	 	d)	****. 

  

	 	e)	In the event of the Buyer electing to procure Material in excess of the Seller’s recommendation, the Buyer shall notify the Seller thereof in writing, with due reference to the present Article 2.7. The
Seller’s acknowledgement and agreement in writing shall be necessary before any Material in excess of the Seller’s Initial Provisioning recommendation shall be considered for Buy-Back. 


 

	 	f)	****. 

  

	 	g)	Transportation costs for the agreed return of Material under this Article 2.7 shall be borne ****. 

  

	3.	OTHER MATERIAL SUPPORT 

  

	3.1	Replenishment and Delivery 

  

	3.1.1	General 

  

	 	For the purpose of clarification, it is expressly stated that the provisions of Article 3.1.2 do not apply to Initial Provisioning Material and Provisioning Data as described in Article 2. 


 

	3.1.2	Lead times 

  

	 	In general, lead times shall be in accordance with the provisions of the latest edition of the “World Airlines and Suppliers Guide”. 


 

	3.1.2.1	Seller Parts as per Article 1.2.1 (i) shall be dispatched within the lead times published by the Seller. 

  

	 	Lead times for Seller Parts as per Article 1.2.1 (i), which are not published by the Seller, shall be quoted upon request. 


  

			
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 EXHIBIT H 
  

 

	3.1.2.2	Material defined in Articles 1.2.1 (ii) through 1.2.1 (iv) can be dispatched within the Supplier’s lead time augmented by the Seller’s own order and delivery administration time.


  

	3.1.3	Expedite Service 

 The Seller shall provide a twenty-four (24) hours a day / seven
(7) days a week expedite service to provide for the supply of critically required parts (the “Expedite Service”). 
  

	3.1.3.1	The Expedite Service is operated in accordance with the “World Airlines and Suppliers Guide” and the Seller shall notify the Buyer of the action taken to satisfy an expedite order received from the
Buyer within: 

  

	 	(i)	****after receipt of an AOG order; 

  

	 	(ii)	****after receipt of a critical order (imminent AOG or work stoppage); 

  

	 	(iii)	****after receipt of an expedite order (urgent stock replenishment). 

  

	3.1.3.2	In exceptional AOG circumstances, should the Buyer be unable to send a written order for reasons beyond his control, the Seller may deliver the Material after a telephone call, provided a purchase order is sent
to the Seller by the end of the next Business Day. Should the Buyer fail to send such purchase order, the Seller reserves the right to refuse any subsequent purchase orders without receipt of a firm written purchase order. 


 

	3.1.4	Shortages, Overshipments, Non-Conformity in Orders 

  

	3.1.4.1	The Buyer shall, within ****after delivery of Material pursuant to a purchase order, advise the Seller: 

  

	 	(i)	of any alleged shortages or overshipments; 

  

	 	(ii)	of any non-conformities of delivered Material. 

 In the event of the Buyer not having advised
the Seller of any such alleged shortages, overshipments or non-conformities within the above-defined period, the Buyer shall be deemed to have accepted the delivery. 

3.1.4.2 In the event of the Buyer reporting an overshipment or non-conformity to the order within the period defined in Article 3.1.4.1 the
Seller shall, if the Seller recognizes such overshipment or non-conformity, either replace the concerned Material or credit the Buyer for the returned Material, if the Buyer chooses to return the Material subject of an overshipment or
non-conformity. In such case, reasonable transportation costs shall be borne by ****. 
  

	3.1.5	Delivery Terms 

 Material shall be delivered to the Buyer as follows: 

 

	 	(i)	Free Carrier (FCA) Airbus Material Center; 

  

	 	(ii)	Free Carrier (FCA) Seller’s Regional Satellite Stores; 


  

			
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 EXHIBIT H 
  

 

	 	(iii)	Free Carrier (FCA) Seller’s or Supplier’s facility for deliveries from any other Seller or Supplier facilities. 


The term Free Carrier (FCA) is as defined by publication n ̈ 560 of the International Chamber
of Commerce, published in January 2000. 
  

	3.1.6	Packaging 

 All Material shall be packaged in accordance with ATA 300 Specification.

  

	3.1.7	Cessation of Deliveries 

 The Seller reserves the right to restrict, stop or otherwise
suspend deliveries if the Buyer fails to meet its obligations defined in Articles 5.2 through 5.3. 
  

	3.2	Seller Parts Leasing 

 The Seller offers the Buyer the option to lease certain Seller
Parts as listed in the Customer Services Catalog. The terms and conditions applicable to such service shall be as set forth in the then current Customer Services Catalog. 
  

	3.3	Tools and Ground Support Equipment 

 The terms and conditions applicable to such service
shall be as set forth in the then current Customer Services Catalog. 
  

	3.4	Seller Parts Repair 

 The Seller may offer the Buyer a service whereby the Seller would
manage the repair of Seller Parts as defined in Article 1.2.1 (i). 
 The terms and conditions applicable to such service shall be as set
forth in the then current Customer Services Catalog. 
  

	4	WARRANTIES 

  

	4.1	Seller Parts 

 Subject to the limitations and conditions as hereinafter provided, the
Seller warrants to the Buyer that all Seller Parts as per Article 1.2.1 (i) shall at delivery to the Buyer: 
  

	 	(i)	be free from defects in material. 

  

	 	(ii)	be free from defects in workmanship, including without limitation processes of manufacture. 

  

	 	(iii)	be free from defects arising from failure to conform to the applicable specification for such part. 


  

			
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 EXHIBIT H 
  

 

	4.1.1	Warranty Period 

  

	4.1.1.1	The warranty period for Seller Parts is **** for new Seller Parts and ****for used Seller Parts from delivery of such parts to the Buyer. 


 

	4.1.1.2	Whenever any Seller Part, which contains a defect for which the Seller is liable under Clause 4.1, has been corrected, replaced or repaired pursuant to the terms of this Clause 4.1, the period of the Seller’s
warranty with respect to such corrected, repaired or replacement Seller Part, whichever the case may be, shall be the remaining portion of the original warranty period or ****, whichever is longer. 


 

	4.1.2	Buyer’s Remedy and Seller’s Obligation 

 The Buyer’s remedy and
Seller’s obligation and liability under this Article 4.1 are limited to ****. 
 The provisions of Clauses 12.1.5 through 12.1.11 of
the Agreement shall apply to this Article 4.1 of this Exhibit “H”. 
  

	4.2	Supplier Parts 

 With respect to Supplier Parts to be delivered to the Buyer under this
Exhibit “H”, the Seller agrees to transfer to the Buyer the benefit of any warranties, which the Seller may have obtained from the corresponding Suppliers and the Buyer hereby agrees that it shall accept the same. 

 

	4.3	Waiver, Release and Renunciation 

 THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE
SELLER (AS DEFINED HEREIN FOR THE PURPOSES OF THIS EXHIBIT H) AND REMEDIES OF THE BUYER SET FORTH IN THIS ARTICLE 4 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND
LIABILITIES OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW, CONTRACT OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT OF ANY KIND, IN ANY MATERIAL, LEASED PART AND/OR
SERVICES DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO: 
  

	 	A.	ANY WARRANTY AGAINST HIDDEN DEFECTS; 

  

	 	B.	ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; 

  

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

  

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


  

			
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 EXHIBIT H 
  

 

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

 PROVIDED THAT IN THE EVENT THAT
ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. 

FOR THE PURPOSES OF THIS ARTICLE 4.3, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS, SUBCONTRACTORS
OR ITS AFFILIATES. 
  

	5.	COMMERCIAL CONDITIONS 

  

	5.1	Price 

  

	5.1.1	All Material prices shall be quoted in accordance with the delivery terms set forth under Article 3.1.5. 

  

	5.1.2	Notwithstanding the provisions of Article 2.5, all prices shall be the Seller’s sales prices valid on the date of receipt of the order (subject to reasonable quantities and delivery time) and shall be expressed in
US Dollars. 

  

	5.1.3	The prices of Seller Parts shall be as set forth in the then current Seller’s Spare Parts Price Catalog and shall be firm for each calendar year. The Seller however reserves the right to revise the prices of said
Seller Parts during the course of the calendar year in case of any of the following: 

  

	 	(i)	significant revision in the manufacturing costs and purchase price of materials; 

  

	 	(ii)	significant variation of exchange rates; 

  

	 	(iii)	significant error in the estimation or expression of any price. 

  

	5.1.4	The Seller’s prices for all other Material shall be the prices published by the Seller on the date of receipt of the order. 


Prices that are not published by the Seller shall be quoted upon request. 

The Seller however reserves the right to revise the prices for all other Material in case of any significant error in the estimation or
expression of any price. 
 All payment under this Exhibit “H” shall be made in accordance with the terms and conditions set forth
in the then current Customer Services Catalog. 

  

			
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 EXHIBIT H 
  

 

	5.3	Title 

 With the exception of Material to be supplied under Article 3.2 above, title to
any Material purchased under this Exhibit “H” shall remain with the Seller until full payment of the invoices and interest thereon, if any, has been received by the Seller. 

The Buyer hereby undertakes that Material, title to which has not passed to the Buyer, shall be kept free from any debenture or mortgage or
any similar charge or claim in favour of any third party. 
  

	6.	EXCUSABLE DELAY 

 Clauses 10.1 and 10.2 of the Agreement shall apply, mutatis mutandis,
to all Material support and services provided under this Exhibit “H”. 
  

	7.	TERMINATION OF MATERIAL PROCUREMENT COMMITMENTS 

  

	7.1	In the event of the Agreement being terminated with respect to any Aircraft due to causes provided for in Clauses 10, 11 or 20 of the Agreement, such termination may also affect the terms of this Exhibit H to the extent
set forth in Article 7.2 below. 

  

	7.2	Any termination under Clauses 10, 11 or 20 of the Agreement shall discharge the parties of all obligations and liabilities hereunder with respect to undelivered spare parts, services, data or other items to be purchased
hereunder and which are applicable to those Aircraft for which the Agreement has been terminated. Unused Material in excess of the Buyer’s requirements due to such Aircraft cancellation may be repurchased by the Seller, at the Seller’s
option, as provided for in Article 2.7. 

  

	8.	INCONSISTENCY 

 In the event of any inconsistency between this Exhibit “H” and
the Customer Services Catalog or any order placed by the Buyer, this Exhibit “H” shall prevail to the extent of such inconsistency. 

  

			
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 EXHIBIT I 

LICENSES AND ON LINE SERVICES 
  

	Part 1	END-USER LICENSE AGREEMENT FOR AIRBUS SOFTWARE 

  

	Part 2	GENERAL TERMS AND CONDITIONS OF ACCESS TO AND USE OF AIRBUSWORLD 

  

	Part 3	END-USER SUBLICENSE AGREEMENTS FOR SUPPLIER SOFTWARE 


  

			
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 EXHIBIT I 
  

 
 PART 1 

END-USER LICENSE AGREEMENT FOR AIRBUS SOFTWARE 
  

	1	DEFINITIONS 

 For the purposes of this end-user license agreement for Airbus software
(the “Software License”) the following definitions shall apply: 
 “Agreement” means the Purchase
Agreement of even date herewith entered into between the Licensee and the Licensor covering the purchase and sale of the Aircraft subject thereof. 

“Airbus Software” means each of the Licensor’s proprietary products including Composite Work, configurations, processes,
rules (together with any related documentation), as well as any modifications, enhancements or extensions thereto as may be provided by the Licensor from time to time. The Airbus Software shall be supplied in machine-readable code form only, for use
in connection with the Aircraft or operations related to the Aircraft. The Airbus Software shall be either On Board Certified Software or Software Products. For the avoidance of doubt, this Software License does not apply to (i) open source
software contained in the Airbus Software, if any, and it is hereby acknowledged and agreed by both parties hereto that such open source software is independently distributed on an “as is” basis under the respective license terms
therefor, and that the Licensor disclaims any liability in relation to such open source software, or (ii) any proprietary third party software that the Licensor purchases or licenses from any third party and delivers to the Licensee, either as
a sublicense or as a direct license from such third party. 
 “Aircraft” means, individually or collectively, the Aircraft
subject of the Agreement. 
 “Composite Work” means the package composed of various elements, such as database(s), software
or data, and which necessitates the use of the Airbus Software. 
 “Licensee” means the Buyer under the Agreement.
“Licensor” means the Seller under the Agreement. 
 “On Board Certified Software” means those Airbus Part
125 and/or FAR 125 certified software that are installed on board the Aircraft and bear a part number of the Licensor, excluding any software embedded in any component, furnishing or equipment installed on the Aircraft and itself bearing a part
number. 
 “Permitted Purpose” means use of the Airbus Software by the Licensee for its own internal business needs, solely
in conjunction with the Aircraft and in particular pertaining to (i) operation of the Aircraft; (ii) on ground operational support of the Aircraft (including maintenance and repair); or (iii) related authorized customization of
software. 
 “Software Product(s)” means either those Airbus Software intended to be used on ground at the Licensee’s
facilities or Airbus Software that are installed on board the Aircraft and that are not Part 125 and/or FAR 125 certified - whether or not bearing a part number of the Licensor - excluding any software embedded in any component, furnishing or
equipment installed on the Aircraft and itself bearing a part number. 

  

			
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 EXHIBIT I 
  

“Update(s)” means any update(s) or replacement(s) to the Airbus Software licensed hereunder, which the Licensor, at its
discretion, makes generally available to the Licensee. 
 “User Guide” means the documentation, which may be in electronic
format, designed to assist the Licensee in using the Airbus Software. 
 Capitalized terms used herein and not otherwise defined in this
Software License shall have the meaning assigned thereto in the Agreement. 
  

	2	LICENSE 

 In consideration of the purchase by the Licensee of the Aircraft, the Licensee
is hereby granted a worldwide and non-exclusive right to use the Airbus Software, for a Permitted Purpose. The Licensor shall remain the owner of all intellectual property rights in the Airbus Software. There shall be one license encompassing all
Airbus Software granted in respect of each Aircraft purchased by the Licensee. 
 Notwithstanding the foregoing, license rights regarding
the use of Software Products may be subject to specific commercial conditions and to the payment of specific fees relating to such Software Products. 

The Licensee hereby acknowledges that it is aware that certain Airbus Software subject of this Software License may incorporate some third
party software or open source software components. The Licensee hereby agrees to be bound by the licensing terms and conditions applicable to such third party software and made available by the Licensor through AirbusWorld. 

 

	3	ASSIGNMENT AND DELEGATION 

  

	3.1	Assignment 

  

	3.1.1	On Board Certified Software 

 The Licensee may at any time assign or otherwise transfer
all or part of its rights pertaining to any On Board Certified Software under this Software License only as part of, and to the extent of, a sale, transfer or lease of each Aircraft on which such On Board Certified Software is installed. The
Licensee shall assign as many Software Licenses as the number of sold, transferred or leased Aircraft and shall retain all other Software Licenses attached to any Aircraft that the Licensee continues to operate. 

In the event of any such assignment or transfer, the Licensee shall transfer the copies of the Airbus Software attached to the sold,
transferred or leased Aircraft (including all component parts, media, any upgrades or backup copies and, if applicable, certificate(s) of authenticity), except as otherwise instructed by the Licensor. 

 

	3.1.2	Software Products 

 Save as otherwise set forth in the Agreement, the right to use any
Software Product is personal to the Licensee, for its own internal use, and is non-transferable, except with the Licensor’s prior written consent, in which case the Licensee shall cause the assignee or sub-licensee to agree to the terms of this
Software License. 

  

			
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 EXHIBIT I 
  

 

	3.3	Delegation 

 Without prejudice to Article 6 (a) hereof, in the event of the
Licensee intending to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third Party”), the Licensee shall notify the
Licensor of such intention prior to any disclosure of this Software License and/or the Airbus Software Services to such Third Party. 
 The
Licensee hereby undertakes to cause such Third Party to agree to be bound by the conditions and restrictions set forth in this Software License with respect to the Airbus Software and shall in particular cause such Third Party to enter into a
appropriate licensing conditions and to commit to use the Airbus Software solely for the purpose of maintaining the Licensee’s Aircraft and/or for processing the Licensee’s data. 

 

	4	COPIES 

 Use of the Airbus Software is limited to the number of copies delivered by the
Licensor to the Licensee and to the medium on which the Airbus Software is delivered. No reproduction shall be made without the prior written consent of the Licensor, except that the Licensee is authorized to copy the Airbus Software for back-up and
archiving purposes. Any copy the Licensor authorizes the Licensee to make shall be performed under the sole responsibility of the Licensee. The Licensee agrees to reproduce the copyright and other notices as they appear on or within the original
media on any copies that the Licensee makes of the Airbus Software. 
  

	5	TERM 

  

	5.1	On Board Certified Software 

 Subject to the Licensee having complied with the terms of
this Software License, the rights under this Software License shall be granted from the date of Delivery of each Aircraft until the earlier of (i) the Aircraft definitively ceasing to be operated, in which case the license rights pertaining to
such Aircraft shall be deemed terminated on the date of the last operation thereof by the Licensee or any of its assignees, or (ii) the Agreement, this Software License or any part thereof being terminated for any reason whatsoever, in which
case the Licensee shall immediately cease to use the On Board Certified Software. 
  

	5.2	Software Products 

 Save as otherwise specified in any applicable commercial conditions
relating to any Software Product as set forth in the Agreement and subject to the Licensee having complied with the terms of this Software License, the rights under this Software License shall be granted from the date of first delivery of the
Software Product until the earlier of (i) for Software Products that are installed on board the Aircraft, the Licensee ceasing to operate the Aircraft on which such Software Products are installed, or (ii) the Licensee no longer owning or
operating any Aircraft, or (iii) the Agreement or this Software License being terminated for any reason whatsoever, in which case the Licensee shall immediately cease to use the Software Products. 

 

	6	CONDITIONS OF USE 

 The Airbus Software shall only be used for the Permitted Purpose.


  

			
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 EXHIBIT I 
  

The Licensee shall be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of
the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and
correctness thereof, in the light of its particular needs. 
 The Licensee expressly acknowledges that it shall take all appropriate
precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. 

Under the present Software License, the Licensee shall: 

a) Unless otherwise expressly permitted in this Software Licensee not permit any parent, subsidiary, affiliate, agent or third party to use
the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the
prior written consent from the Licensor; 
 b) take all reasonable steps to maintain the Airbus Software and the relating documentation in
good working condition, in order to ensure the correct operation thereof; 
 c) use the Airbus Software in accordance with such
documentation and the User Guide, and ensure that the personnel using the Airbus Software has received appropriate training; 
 d) use the
Airbus Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties; 

e) except as permitted by Section 50C – Copyright, Designs and Patents Act 1988, not alter, reverse engineer, modify, correct,
translate, disassemble, decompile or adapt the Airbus Software, nor integrate all or part of the Airbus Software in any manner whatsoever into another software product, nor create a software product derived from the Airbus Software save with the
Licensor’s prior written approval. 
 f) should the Licensor have elected to provide the source code to the Licensee, have the right to
study and test the Airbus Software, under conditions to be expressly specified by the Licensor, but in no event shall the Licensee have the right to correct, modify or translate the Airbus Software; 

g) except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and
the declared sites ; 
 h) not attempt to discover or re-write the Airbus Software source codes in any manner whatsoever; 

i) not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to
ownership or intellectual property rights in the Airbus Software; 

  

			
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 EXHIBIT I 
  

j) unless otherwise expressly permitted in this Software Licensee not pledge, sell, distribute, grant, sublicense, lease, lend, whether on a
free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the Airbus Software, whether in whole or in part, for the benefit of a third party. 

With respect to Software Products intended for use on ground, the Licensor shall be entitled with reasonable frequency, subject to providing
reasonable prior written notice thereof to the Licensee and using reasonable endeavours to minimize disruption of the Licensee’s business, to verify at the Licensee’s facilities whether the conditions specified in the present Software
License are fulfilled. 
  

	7	TRAINING 

 In addition to the User Guide that the Seller shall make available at or
before Delivery, training and other assistance may be provided upon the Licensee’s request, subject to the conditions set forth in the Agreement. Such assistance or training shall not operate to relieve the Licensee of its responsibility with
respect to the use of the Airbus Software under this Software License. 
  

	8	PROPRIETARY RIGHTS - RIGHT TO CORRECT AND MODIFY 

  

	8.1	The Airbus Software is proprietary to the Licensor or the Licensor confirms it has acquired the intellectual property rights necessary to grant this Software License. The copyright and all other proprietary
rights in the Airbus Software are and shall remain the property of the Licensor. 

  

	8.2	Without prejudice to the Licensor obligations as per Clause 12: 

 a) the Licensor
reserves the right to correct and modify any Airbus Software at its sole discretion and the Licensee shall not undertake any correction or modification of the Airbus Software without the Licensor’s prior written approval, and 

b) the Licensee shall install any Updates provided by the Licensor, at its own cost, in accordance with the time schedule notified with the
provision of such Update(s). In the event of the Licensee failing to install any such Update(s), the Licensor shall be relieved of any warranty or liability of any kind with respect to the conformity or operation of the Airbus Software. 

 

	9	COPYRIGHT INDEMNITY 

  

	9.1	Indemnity 

  

	9.1.1	Subject to the provisions of Article 9.2.3, the Licensor shall defend and indemnify the Licensee from and against any damages, costs and/or expenses including legal costs (excluding damages, costs, expenses, loss
of profits and other liabilities in respect of or resulting from loss of use of the Aircraft) resulting from any infringement, or claim of infringement, by any Airbus Software provided by the Licensor, of any copyright, provided that the
Licensor’s obligation to indemnify shall be limited to infringements in countries which, at the time of the infringement or alleged infringement, are members of The Berne Union and recognize computer software as a “work” under
the Berne Convention. 


  

			
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	9.1.2	In the event that the Licensee is prevented from using any Airbus Software for infringement of a copyright referred to in Article 9.1.1 (whether by a valid judgment of a court of competent jurisdiction or by a
settlement arrived at between claimant, Licensor and Licensee), the Licensor shall at its expense either: 

 (i) procure for
the Licensee the right to use the same free of charge to the Licensee; or 
 (ii) replace the infringing part of the Airbus Software as soon
as possible with a non-infringing substitute complying in all other respects with the requirements of this Software License and which does not result in a material reduction in functionality or performance. 

 

	9.2	Administration of Copyright Indemnity Claims 

  

	9.2.1	If the Licensee receives a written claim or a suit is threatened or commenced against the Licensee for infringement of a copyright referred to in Article 9.1 as a result of the use of the Airbus Software, the
Licensee shall: 

 (i) as soon as reasonable practicable notify the Licensor giving particulars thereof; 

(ii) furnish to the Licensor all data, papers and records within the Licensee’s control or possession relating to such claim or suit, if
legally permitted to do so; 
 (iii) refrain from admitting any liability or making any payment or assuming any expenses, damages, costs or
royalties or otherwise acting in a manner prejudicial to the defense or denial of such suit or claim provided always that nothing in this sub-Article (iii) shall prevent the Licensee from paying such sums as may be required in order to obtain
the release of the Aircraft, provided such payment is accompanied by a denial of liability and is made without prejudice; 
 (iv) at the
Licensor’s reasonable request, fully co-operate with, and render all such assistance to the Licensor as be may be pertinent to the defense or denial of the suit or claim; 

(v) act in such reasonable way as to mitigate damages and/or reduce the amount of royalties that may be payable as well as to minimize costs
and expenses. 
  

	9.2.2	The Licensor shall be entitled, at its sole expense, either in its own name or on behalf of the Licensee, to conduct negotiations with the party or parties alleging infringement and may assume and conduct the
defense or settlement of any suit or claim in the manner, which it deems proper. 

  

	9.2.3	The Licensor’s liability and the Licensee’s remedies hereunder shall be conditional upon the compliance by the Licensee with the terms of this Clause 9 and of Clauses 6(e), 6(h), 6(i) and 8.2 and in
lieu of any other liability to the Licensee express or implied which the Licensor might incur at law as a result of any infringement or claim of infringement of any copyright, other than expressly set out elsewhere in this Agreement .


  

	10	CONFIDENTIALITY 

 The Airbus Software is designated as confidential. The Licensee
undertakes not to disclose the Airbus Software or any parts thereof to any third party without the prior written consent of the Licensor, except to the lessee in case of lease of an Aircraft or to the buyer in case of 

  

			
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 EXHIBIT I 
  

resale of an Aircraft, without prejudice to any provisions set forth in the Agreement. In so far as it is necessary to disclose aspects of the
Airbus Software to the Licensee’s employees, such disclosure is permitted solely for the purpose for which the Airbus Software is supplied and only to those employees who need to know the same, save as permitted herein or where otherwise
required pursuant to an enforceable court order or any governmental decision or regulatory provision imposed on the Licensee, provided that reasonable prior notice of the intended disclosure is provided to the Licensor. 

The obligations of the Licensee to maintain confidentiality shall survive the termination of this Software License for a period of ****. 

 

	11	ACCEPTANCE 

 On Board Certified Software shall be deemed accepted as part of the
Technical Acceptance Process set out in Clause 8 of the Agreement. 
 Software Products shall be deemed accepted upon delivery thereof
unless otherwise specifically provided for in the Agreement. 
  

	12	WARRANTY 

  

	12.1	On Board Certified Software 

 Any On Board Certified Software installed on board an
Aircraft at Delivery thereof shall be deemed a Warranted Part for the purposes of Clause 12.1 of the Agreement and the relevant provisions of such Clause 12.1 shall be fully applicable to such On Board Certified Software. 

The Licensor warrants that Software Products, are prepared in accordance with the state of art at the date of their conception and shall
perform substantially in accordance with their functional and technical specifications current at the time of their delivery. The Licensor further warrants that Software Products are free from defects in material, workmanship and design at the time
of their delivery. ****. 
  

	12.3	The Licensor shall be relieved of any obligations under Articles 12.1 and 12.2 in case of: 

  

	 	(i)	Airbus Software defects or non-conformities caused by alterations or modifications to the Airbus Software carried out without the prior approval of the Licensor; 


 

	 	(ii)	Airbus Software defects or non-conformities caused by negligence of the Licensee or other causes beyond the Licensor’s reasonable control; 


 

	 	(iii)	Failure of the Licensee to install any Update in accordance with Article 8 hereof; 

  

	 	(iv)	Airbus Software defects or non-conformities caused by errors in or modifications of or Updates to operating systems, databases or other software or hardware with which the Airbus Software interfaces, where such elements
have not been provided by the Licensor. 

 The Licensee shall be responsible for the cost and expense of any correction
services provided by the Licensor as a result of any of the foregoing exclusions. Such correction services shall be subject to the then applicable commercial conditions. 

  

			
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 EXHIBIT I 
  

 

	12.4	Waiver, release and renunciation 

 THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE
LICENSOR (AS DEFINED BELOW FOR THE PURPOSES OF THIS CLAUSE) AND REMEDIES OF THE LICENSEE SET FORTH IN THIS ARTICLE 12 OR ELSEWHERE IN THIS 

AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE LICENSEE HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND
LIABILITIES OF THE LICENSOR AND RIGHTS, CLAIMS AND REMEDIES OF THE LICENSEE AGAINST THE 
 LICENSOR, EXPRESS OR IMPLIED, ARISING BY LAW,
CONTRACT OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT OF ANY KIND IN ANY AIRBUS SOFTWARE AND SERVICES DELIVERED UNDER THIS SOFTWARE LICENSE, INCLUDING BUT NOT LIMITED TO: 

 

	 	(A)	ANY WARRANTY AGAINST HIDDEN DEFECTS; 

  

	 	(B)	ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; 

  

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

  

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


 

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

 PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID
PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS SOFTWARE LICENSE SHALL REMAIN IN FULL FORCE AND EFFECT. 

FOR THE PURPOSES OF THIS ARTICLE 12, “THE LICENSOR” SHALL BE UNDERSTOOD TO INCLUDE THE LICENSOR, ANY OF ITS SUPPLIERS,
SUBCONTRACTORS AND AFFILIATES. 
 The Licensor shall have no liability for data that is entered into the Airbus Software by the Licensee
and/or used for computation purposes, without prejudice to Clause 14 of the Agreement. 
  

	13	PURPOSEDLY LEFT BLANK 

  

	14	EXCUSABLE DELAYS 


  

			
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 EXHIBIT I 
  

 

	14.1	The Licensor shall not be responsible nor be deemed to be in default on account of delays in delivery of any Airbus Software or Update due to causes reasonably beyond the Licensor’s or its
subcontractors’ control and not occasioned or prolonged by its fault or negligence including (but without limitation) acts of God or the public enemy, war, civil war, warlike operations, terrorism, insurrections or riots, fires, explosions,
natural disasters, compliance with any applicable foreign or domestic governmental regulation or order, labour disputes causing cessation, slowdown or interruption of work, inability after due and timely diligence to procure materials, equipment or
parts (provided such inability to procure has not been caused by Licensor’s failure to properly plan for the timely provisions of materials, equipment or parts) or general hindrance in transportation or failure of a sub-contractor or supplier
to furnish materials, equipment or parts. 

  

	14.2	The Licensor shall, as soon as practicable after becoming aware of any delay falling within the provisions of this Article, notify the Licensee of such delay and of the probable extent thereof, use best
endeavours to reduce such delay, and shall, subject to the conditions as hereinafter provided and as soon as practicable after the removal of the cause or causes for delay, resume delivery of the delayed Airbus Software or Update. 


 

	15	TERMINATION 

 In the event of a material breach of an obligation set forth in this
Software License by either the Licensor or the Licensee, which is not cured within ****from the date of receipt of a written notice notifying the breach, the non-breaching party shall be entitled to terminate this Software License. 

In the event of termination for any cause, the Licensee shall no longer have any right to use the Airbus Software and shall return to the
Licensor all copies of the Airbus Software and any relating documentation together with an affidavit to that effect. In case of breach by the Licensee, the Licensor shall be entitled to retain any amount paid for the ongoing year. 

 

	16	GENERAL PROVISIONS 

  

	16.1	This Software License is an Exhibit to the Agreement and integrally forms part thereof. As a result, any non-conflicting terms of the Agreement are deemed incorporated herein to the extent they are relevant in
the context of this Software License. 

  

	16.2	Notwithstanding Clause 22.11 of the Agreement, in the event of any inconsistency or discrepancy between any term of this Software License and any term of the Agreement (including any other Exhibit or Appendices
thereto) with respect to Airbus Software, the terms of this Software License shall take precedence over the conflicting terms of the Agreement to the extent necessary to resolve such inconsistency or discrepancy. 


  

			
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 EXHIBIT I 
  

PART 2 
  





 
 GENERAL TERMS AND CONDITIONS 

OF 
 ACCESS TO 

AND 
 USE OF 

AIRBUSWORLD 
 This document and all
information contained herein is the sole property of AIRBUS S.A.S. No intellectual property rights are granted by the delivery of this document or the disclosure of its content. This document shall not be reproduced or disclosed to a third party
without the express written consent of AIRBUS S.A. S. This document and its content shall not be used for any purpose other than that for which it is supplied. 

  

			
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 EXHIBIT I 
  

Preamble 
 For the sole purposes of the General
Terms and Conditions of Access to and Use of AirbusWorld (the “GTC”), the Buyer and the Seller hereby agree that in such GTC, the “Buyer” shall be referred to as the “Company”, 

For the sake of clarification, it is understood that the term “Agreement” as defined in the A320 purchase agreement between the Buyer and
Airbus S.A.S. and entered into on the date hereof shall be a Contract (as defined herein) for the purposes of the GTC. 
 GENERAL TERMS
AND CONDITIONS OF ACCESS TO AND USE OF AIRBUSWORLD 
 ARTICLE 1: DEFINITIONS 

 

			
		
	Administrator(s):	 	Company’s employee(s) appointed by the Company, entitled to represent the Company for and in the management of the Agreement and responsible for the compliance by the Designated Users and the Company’s employees with the
Agreement.
		
	Agreement	 	The agreement between the Parties shall be understood as including, in the following order of precedence, (i) Specific Terms and Conditions applicable to specific Services if any and to that extent only, (ii) these General Terms and
Conditions, and any other relating functional or technical document agreed between the Parties, it being understood that, in the event of any inconsistency the former ranking document shall prevail over the following one(s) to the extent of such
inconsistency.
		
	AIRBUS S.A.S.	 	AIRBUS S.A.S, a French Société par Actions Simplifiée, with a share capital of Euros 2 704 375, registered with the Trade and Companies Registry of Toulouse (France) under n° 383 474 814 and whose
registered office is located 1 Rond Point Maurice Bellonte, 31700 Blagnac, France
		
	AIRBUS	 	Collectively AIRBUS S.A.S and the legal entities controlled by AIRBUS S.A.S, the term “control” meaning the direct or indirect ownership of at least fifty percent (50%) of the voting stocks in such legal
entities.
		
	AIRBUS Data	 	Any and all data, information and material made accessible and available by AIRBUS to the Company through AW.
		
	AW	 	AirbusWorld, access to which may be given by AIRBUS S.A.S. to Designated Users of the Company.
		
	Company	 	The company entering into these General Terms and Conditions as identified on the execution page of this document.
		
	Company Data	 	Any and all data, information and other material made accessible and available by the Company to AIRBUS through AW.


  

			
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 EXHIBIT I 
  

 

			
		
	CONTRACTS	  	Any and all present and future contracts, agreements or letters, the terms of which imply a commitment of the Company and/or AIRBUS other than related to the present Agreement, namely but without limitation: confidentiality
agreements, exchanges in the course of a call for tender, contracts for the supply of services, procurement/sale agreements, aircraft purchase agreements, cooperation agreements, research contracts, maintenance contracts.
		
	Data	  	Collectively the AIRBUS Data and the Company Data.
		
	Databases	  	Any and all collections of independent works, data or other materials arranged in a systematic or methodical way and individually accessible by electronic or other means by the Company through AW.
		
	Designated Users	  	Employees of the Company authorized by a Company Administrator to access and use AW.
		
	Force Majeure Event	  	An event the occurrence of which is beyond the reasonable control of either party to this Agreement, including (without limitation) the following: Act of God, explosion, earthquake, act of terrorism, war, riot, civil commotion,
malicious damage, failure of a utility service or transport network, failure of third party suppliers, industrial action, failure of plant or equipment, fire or flood.
		
	Identification Codes	  	Confidential and personal identification codes attached to each Designated User and which formally identify each Designated User accessing and using AW.
		
	Party or Parties	  	Individually or collectively AIRBUS S.A.S. and/or the Company.
		
	Personal Data	  	Personal data as defined in the Data Protection Act 1998, including personal data files or personal data automated processing systems.
		
	Services	  	Any and all on line services made available to the Company through AW under the terms and conditions of the Agreement.
		
	Specific Terms and
 Conditions
	  	Terms and conditions under which AIRBUS S.A.S. grants access to specific Services to the Company.
		
	System	  	Equipment (hardware, software, connections, etc) set up by AIRBUS S.A.S. and enabling AIRBUS S.A.S. to provide the Services on AW through the internet.
		
	User Documentation	  	Documentation intended for the Administrators and Designated Users of AW describing the technical means enabling connection to the System and access to AW and providing information related to the use of AW and/or the Services. User
Documentation may be modified from time to time by AIRBUS S.A.S and is available on AW.


  

			
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 EXHIBIT I 
  

ARTICLE 2: PURPOSE / CONTRACTUAL DOCUMENTS 
  

	2.1	The purpose of these General Terms and Conditions is to define the terms and conditions under which AIRBUS S.A.S. authorizes the Company to access and use AW and to benefit from some of the Services offered
through the latter. 

  

	2.2	Access to and use of certain Services may be subject to acceptance by the Company of Specific Terms and Conditions. 

  

	2.3	****. 

  

	2.4	****. 

  

	2.5	****. 

 ARTICLE 3: EXTENT OF ACCESS TO AND USE OF AW 

 

	3.1	****. 

  

	3.2	****. 

  

	3.3	****. 

 ARTICLE 4: ADMINISTRATORS AND DESIGNATED USERS 

 

	4.1	****. 

  

	4.2	****. 

  

	4.3	****. 

  

	4.4	****. 

  

	4.5	****. 

  

	4.6	****. 

  

	4.7	****. 

  

	4.8	****. 

  

	4.9	****. 

  

	4.10	****. 

 ARTICLE 5: ACCESS REQUIREMENTS 

 

	5.1	****. 

  

	5.2	****. 

  

	5.3	****. 


  

			
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 EXHIBIT I 
  

 

	6.1	****. 

  

	6.2	****. 

  

	6.3	****. 

  

	6.4	****. 

 ARTICLE 7: CONFIDENTIALITY 

 

	7.1	Unless otherwise agreed upon in the Agreement and/or the Contracts, and unless the same information may be accessed in the freely accessible public area of AW, all information made available by the Company and
AIRBUS to each other through AW shall be deemed confidential information and except as otherwise provided in any Contract shall not be disclosed by the receiving party to any third party and shall not be used for any purpose other than those agreed
upon by the Company and AIRBUS, even if that purpose is for the receiving party’s internal needs. The following shall not be deemed to be confidential information for the purposes of this Agreement: (i) information which is in the public
domain other than as a result of a breach of this Agreement or a Contract; (ii) information which the receiving party can demonstrate was received, free of any obligation of confidence, from a third party which itself was not under any
obligation of confidence in relation to that information; and (iii) information which was developed or created independently by or on behalf of the receiving party. 


 

	7.2	****. 

 ARTICLE 8: EXCHANGE OF DATA 

 

	8.1	****. 

  

	8.2	****. 

  

	8.3	****. 

  

	8.4	****. 

  

	8.5	****. 

  

	8.6	****. 

  

	8.7	****. 

  

	8.8	****. 

 ARTICLE 9: PRIVACY 
  

	9.1	**** 

  

	9.2	****. 

  

	9.3	****. 


  

			
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 EXHIBIT I 
  

 

	9.4	****. 

  

	9.5	****. 

  

	9.6	****. 

 ARTICLE 10: WARRANTY / LIABILITY 

 

	10.1	****. 

  

	10.2	**** 

  

	10.3	****. 

  

	10.4	****. 

  

	10.5	****. 

 ARTICLE 11: DURATION / TERMINATION 

 

	11.1	****. 

  

	11.2	****. 

  

	11.3	****. 

 ARTICLE 12: MISCELLANEOUS 

AIRBUS S.A.S. is entitled to assign all or part of its rights and/or obligations under the Agreement to any legal entity controlled by AIRBUS
S.A.S. 
 Airbus S.A.S. is entitled to subcontract any of its obligations under the Agreement. The Agreement shall not be modified except
through a written amendment signed by the duly authorized representatives of both Parties. 
 ****. 

ARTICLE 13: LAW – JURISDICTION 
 THE
AGREEMENT IS GOVERNED BY THE LAWS OF ENGLAND AND THE EXCLUSIVE JURISDICTION FOR ANY DISPUTE ARISING OUT OR IN CONNECTION WITH ITS EXISTENCE, VALIDITY, INTERPRETATION OR EXECUTION SHALL BE GIVEN TO THE COURTS OF ENGLAND, WITH AIRBUS RESERVING THE
RIGHT TO PETITION ANY OTHER COMPETENT COURT. 

  

			
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 EXHIBIT I 
  

PART 3 
 END-USER SUBLICENSE
AGREEMENT FOR SUPPLIER SOFTWARE 
  

	1	DEFINITIONS 

 For the purposes of this end-user sublicense agreement for Supplier
Software (the “Software Sublicense”) the following definitions shall apply: 
 “Agreement” means the
Purchase Agreement of even date herewith covering the purchase and sale of the Aircraft subject thereof. 
 “Aircraft”
means, individually or collectively, the Aircraft subject of the Agreement. 
 “Composite Work” means the package composed
of various elements, such as database(s), software or data, and which necessitates the use of the Supplier Software. 
 “Permitted
Purpose” means use of the Supplier Software by the Sublicensee for its own internal business needs, solely in conjunction with the Aircraft and in particular pertaining to (i) operation of the Aircraft; (ii) on ground operational
support of the Aircraft; or (iii) related authorized customization of software. 
 “Sublicensee” means the Buyer under
the Agreement. 
 “Sublicensor” means the Seller under the Agreement as authorized by the Supplier to sublicense the
Supplier Software to the Operators of Airbus aircraft. 
 “Supplier” means each of the Sublicensor’s suppliers owning
the intellectual property rights in the corresponding Supplier Software (or holding the right to authorize the Sublicensor to sublicense such Supplier Software) and having granted to the Sublicensor the right to sublicense such Supplier Software.

 “Supplier Product Support Agreement” shall have the meaning set forth in Clause 12.3.1.3 of the Agreement. 

“Supplier Software” means each of the Supplier’s proprietary products including Composite Work, configurations,
processes, rules (together with any related documentation) as well as any modifications, enhancements or extensions thereto, as may be provided by the Supplier or the Sublicensor from time to time and the supply of which to the Sublicensee is
governed by a Supplier Product Support Agreement. The Supplier Software shall be supplied in machine-readable code form only, for use in connection with the Aircraft or operations related to the Aircraft. For the avoidance of doubt, this Software
Sublicense does not apply to (i) any software embedded in any component, furnishing or equipment installed on the Aircraft and itself bearing a partnumber (ii) third party software not provided under a Supplier Product Support Agreement,
including but not limited to any standard, “off the shelf” software (Components Off The Shelf/COTS) and (iii) open source software contained in the Supplier Software, if any, and it is hereby acknowledged and agreed by both parties
hereto that such open source software is independently distributed on an “as is” basis under the respective license terms therefor, and that the Sublicensor disclaims any liability in relation to such open source software. 

  

			
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 EXHIBIT I 
  

“Update(s)” means any update(s) or replacement(s) to the Supplier Software licensed hereunder, which the Sublicensor or the
Supplier, at their discretion, make generally available to the Sublicensee. 
 “User Guide” means the documentation, which
may be in electronic format, designed to assist the Sublicensee in using the Supplier Software. 
 Capitalized terms used herein and not
otherwise defined in this Software Sublicense shall have the meaning assigned thereto in the Agreement. 
  

	2	LICENSE 

 In consideration of the purchase by the Sublicensee of the Aircraft, the
Sublicensee is hereby granted a free of charge, worldwide and non-exclusive right to use the Supplier Software, for a Permitted Purpose. Each Supplier shall remain the owner of all intellectual property rights in the Supplier Software. There shall
be one Software Sublicense granted in respect of each Aircraft purchased by the Sublicensee. 
 The Sublicensee hereby acknowledges that it
is aware that certain Supplier Software subject of this Software Sublicense may incorporate some third party software or open source software components. The Sublicensee hereby agrees to be bound by the licensing terms and conditions applicable to
such third party software and made available by the Sublicensor through AirbusWorld. 
  

	3	ASSIGNMENT AND DELEGATION 

  

	3.1	Assignment 

 The Sublicensee may, at any time, assign or otherwise transfer all or part
of its rights under this Software Sublicense only as part of, and to the extent of, a sale, transfer or lease of any or all of the Aircraft to which the Supplier Software are related provided that the Sublicensee causes the assignee to agree to the
terms of this Software Sublicense. 
 The Sublicensee shall assign a Software Sublicense for all Supplier Software installed on the sold,
transferred or leased Aircraft and shall retain all other Software Sublicenses attached to any Aircraft that the Sublicensee continues to operate. 

In the event of any such assignment or transfer, the Sublicensee shall transfer the copies of the Supplier Software attached to the sold,
transferred or leased Aircraft (including all component parts, media, any upgrades or backup copies, this Software Sublicense, and if applicable, certificate(s) of authenticity), except as otherwise instructed by the Sublicensor. 

 

	3.2	Delegation 

 Without prejudice to Article 10 hereof, in the event of the Sublicensee
intending to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third Party”), the Sublicensee shall notify the
Sublicensor of such intention prior to any disclosure of this Software Sublicense and/or the Supplier Software to such Third Party. 

  

			
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 EXHIBIT I 
  

The Sublicensee hereby undertakes to cause such Third Party to enter into appropriate licensing conditions with the corresponding Supplier and
to commit to use the Supplier Software solely for the purpose of maintaining the Sublicensee’s Aircraft and/or processing the Sublicensee’s data. 
  

	4	COPIES 

 Use of the Supplier Software is limited to the number of copies delivered by
the Sublicensor to the Sublicensee and to the medium on which the Supplier Software is delivered. No reproduction shall be made without the written consent of the Sublicensor, except that the Sublicensee is authorized to copy the Supplier Software
for back-up and archiving purposes. Any copy the Sublicensor authorizes the Sublicensee to make shall be performed under the sole responsibility of the Sublicensee. The Sublicensee agrees to reproduce the copyright and other notices as they appear
on or within the original media on any copies that the Sublicensee makes of the Supplier Software. 
  

	5	TERM 

 Subject to the Sublicensee having complied with the terms of this Software
Sublicense, the rights under this Software Sublicense shall be granted from the date of Delivery of each Aircraft until the earlier of (i) the Aircraft ceasing to be operated, in which case the license rights pertaining to such Aircraft shall
be deemed terminated for such Aircraft on the date of the last operation thereof by the Sublicensee or any of its assignees, or (ii) the Agreement, this Software Sublicense or any part thereof, being terminated for any reason whatsoever, in
which case the Sublicensee shall immediately cease to use the affected Supplier Software upon the effective termination date. 
  

	6	CONDITIONS OF USE 

 The Supplier Software shall only be used for the Permitted Purpose.

 The Sublicensee shall be solely responsible for, and agrees to be be careful in the use of, all outputs and results derived from the
operation of the Supplier Software and all consequences, direct and indirect, relating to the use of such output and results. The Sublicensee agrees to use such outputs and results only once it has verified such outputs and results and has checked
the relevance and correctness thereof, in the light of its particular needs. 
 The Sublicensee expressly acknowledges that it will take all
appropriate precautions for the use of the Supplier Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software. 

Under the present Software Sublicense, the Sublicensee shall: 
  

	 	a)	not permit any parent, subsidiary, affiliate, agent or other third party to use the Supplier Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Supplier Software or
commercialization by merging the Supplier Software into another software or adapting the Supplier Software, without the prior written consent from the Supplier; 


  

			
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 EXHIBIT I 
  

 

	 	b)	do its utmost to maintain the Supplier Software and the relating documentation in good working condition, in order to ensure the correct operation thereof; 


 

	 	c)	use the Supplier Software in accordance with such documentation and the User Guide, and ensure that the personnel using the Supplier Software has received appropriate training; 


 

	 	d)	use the Supplier Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties; 


 

	 	e)	except as permitted by Section 50C – Copyright, Designs and Patents Act 1988, not alter, reverse engineer, modify, correct, translate, disassemble, decompile or adapt the Supplier Software, nor integrate all
or part of the Supplier Software in any manner whatsoever into another software product; nor create a software product derived from the Supplier Software save with the Supplier’s prior written approval; 


 

	 	f)	should the Sublicensor or the Supplier have elected to provide the source code to the Sublicensee, have the right to study and test the Supplier Software, under conditions to be expressly specified by the Sublicensor,
but in no event shall the Sublicensee have the right to correct, modify or translate the Supplier Software; 

  

	 	g)	not attempt to discover or re-write the Supplier Software source codes in any manner whatsoever; 

  

	 	h)	not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights in the Supplier Software;


  

	 	i)	not pledge, sell, distribute, grant, sublicense, lease, lend, whether on a free-ofcharge basis or against payment, or permit access on a time-sharing basis or any other utilization of the Supplier Software, whether in
whole or in part, for the benefit of a third party; 

  

	7	TRAINING 

 In addition to the User Guide provided with the Supplier Software, training
and other assistance shall be provided upon the Sublicensee’s request, subject to conditions set forth in the Agreement. Such assistance or training shall not operate to relieve the Sublicensee of its sole responsibility with respect to the use
of the Supplier Software under this Software Sublicense. 
  

	8	PROPRIETARY RIGHTS - RIGHT TO CORRECT AND MODIFY 

  

	8.1	The Supplier Software is proprietary to the Supplier and the Sublicensor represents and warrants that it has been granted the intellectual property rights necessary to grant this Software Sublicense. The
copyright and all other proprietary rights in the Supplier Software are and shall remain the property of the Supplier. 

  

	8.2	The Supplier may correct or modify its Supplier Software from time to time at its sole discretion and the Sublicensee shall not undertake any correction or modification of the Supplier Software without the
Sublicensor’s prior written approval. The Sublicensee shall 


  

			
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 EXHIBIT I 
  

install any Updates provided either by the Supplier or the Sublicensor in accordance with the time schedule notified with the provision of
such Update(s). In the event of the Sublicensee failing to install any such Update(s), both the Sublicenso\r and the Supplier shall be relieved of any warranty or liability of any kind with respect to the conformity or operation of the Supplier
Software. 
  

	9	COPYRIGHT INDEMNITY 

 The Sublicensee hereby accepts the transfer to its benefit of all
transferable and enforceable copyright indemnity conditions related to the corresponding Supplier Software and contained in the applicable Supplier Product Support Agreement. 
  


	10	CONFIDENTIALITY 

 The Supplier Software, this Software Sub-license and their contents
are designated as confidential. The Sublicensee undertakes not to disclose the Software Sublicense, the Supplier Software or any parts thereof to any third party without the prior written consent of the Sublicensor, except to the lessee in case of
lease of an Aircraft or to the buyer in case of resale of the Aircraft, without prejudice to any provisions set forth in the Agreement. In so far as it is necessary to disclose aspects of the Supplier Software to the Sublicensee’s employees,
such disclosure is permitted solely for the purpose for which the Supplier Software is supplied and only to those employees who need to know the same, save as permitted herein or where otherwise required pursuant to an enforceable court order or any
governmental decision or regulatory provision imposed on the Sublicensee, provided that reasonable prior notice of the intended disclosure is provided to the Sublicensor. 

The obligations of the Sublicensee to maintain confidentiality shall survive the termination of this Software Sublicense for a period of ****.

  

	11	ACCEPTANCE 

 Supplier Software shall be deemed accepted as part of the Technical
Acceptance Process set out in Clause 8 of the Agreement. 
  

	12	WARRANTY 

 The Sublicensee hereby accepts the transfer to its benefit of all
transferable and enforceable warranties related to the corresponding Supplier Software and contained in the applicable Supplier Product Support Agreement. 

As a result, THE SUBLICENSEE acknowledges that the transferable and enforceable warranties, OBLIGATIONS and LIABILITIES contained in the
Supplier Product Support Agreement shall constitute the sole and exclusive remedy available in the event of any defect or non-conformity of the Supplier Software. 

Neither the Supplier nor the Sublicensor shall have any liability for data that is entered into the Supplier Software by the Sublicensee
and/or used for computation purposes. 
  

	13	PURPOSEDLY LEFT BLANK 


  

			
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 EXHIBIT I 
  

 

	14	EXCUSABLE DELAYS 

  

	14.1	Neither the Sublicensor nor the Supplier(s) shall be responsible nor be deemed to be in default on account of delays in delivery of any Supplier Software or Updates due to causes reasonably beyond Sublicensor’s or
its suppliers’ or subcontractors’ (including the Supplier) control including but not limited to: natural disasters, fires, floods, explosions or earthquakes, epidemics or quarantine restrictions, serious accidents, total or constructive
total loss, any act of the government of the country of the Sublicensee or the governments of the countries of Sublicensor or its subcontractors or its suppliers (including the Supplier), war, insurrections or riots, failure of transportation,
communications or services, strikes or labor troubles causing cessation, slow down or interruption of services, inability after due and timely diligence to procure materials, accessories, equipment or parts, failure of a subcontractor or supplier
(including the Supplier) to furnish materials, accessories, equipment or parts due to causes reasonably beyond such subcontractor’s or supplier’s (including the Supplier) control or failure of the Sublicensee or the Supplier to comply with
its obligations arising out of the present Software Sublicense. 

  

	14.2	The Sublicensor shall, and/or shall cause the Supplier to, as soon as practicable after becoming aware of any delay falling within the provisions of this Article, notify the Sublicensee of such delay and of the probable
extent thereof and shall, subject to the conditions as hereinafter provided and as soon as practicable after the removal of the cause or causes for delay, resume delivery of the delayed Supplier Software or Update. 


 

	15	TERMINATION 

 In the event of breach of an obligation set forth in this Software
Sublicense by either the Sublicensor or the Sublicensee, which is not cured within **** from the date of receipt of a written notice notifying the breach, the non-breaching party shall be entitled to terminate this Software Sublicense. 

In the event of termination for any cause, the Sublicensee shall no longer have any right to use the Supplier Software and shall return to the
Supplier all copies of the Supplier Software and any relating documentation together with an affidavit to that effect. 
  

	16	GENERAL PROVISIONS 

  

	16.1	This Software Sublicense is an Exhibit to the Agreement and integrally forms part thereof. As a result, any non-conflicting terms of the Agreement are deemed incorporated herein to the extent they are relevant in the
context of this Software Sublicense. 

  

	16.2	In the event of any inconsistency or discrepancy between any term of this Software Sublicense and any term of the Agreement (including any Appendix or other Exhibits thereto), the terms of this Software Sublicense shall
take precedence over the conflicting terms of the Agreement to the extent necessary to resolve such inconsistency or discrepancy. 

  

	16.3	The Sublicensee acknowledges that the Supplier Software covered under the present Sub-license Agreement is also subject to the conditions relative to each Supplier Software set forth in the corresponding Supplier
Product Support Agreement. In the event of any inconsistency between the terms of this Sub-license Agreement and the terms contained in the corresponding Supplier Product Support Agreement, the latter shall prevail to the extent of such
inconsistency. 


  

			
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