BEING LEASED BY LESSOR TO LESSEE
HEREUNDER ON AN "AS IS" BASIS. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN
THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR
WARRANTIES, AND LESSOR HAS NOT MADE AND SHALL NOT BE CONSIDERED OR DEEMED TO
HAVE MADE AND LESSEE HEREBY WAIVES, RELEASES, DISCLAIMS AND RENOUNCES ALL
EXPECTATION OF OR RELIANCE UPON ANY WARRANTIES, OBLIGATIONS AND LIABILITIES OF
LESSOR, EXPRESSED, IMPLIED, ARISING BY LAW, COURSE OF DEALING, USAGE OF TRADE OR
OTHERWISE, WITH RESPECT TO THE DESIGN, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE OF THE AIRCRAFT. LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY
TO LESSEE OR ANY OTHER PERSON WITH RESPECT TO ANY OF THE FOLLOWING, REGARDLESS
OF ANY NEGLIGENCE OR FAULT OF LESSOR. (A) ANY LIABILITY, LOSS OR DAMAGE CAUSED
OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT OR AY COMPONENT
OF THE AIRCRAFT OR BY ANY INADEQUACY OF THE THEREOF, ANY DEFICIENCY OR DEFECT IN
THIS AGREEMENT OR ANY OTHER CIRCUMSTANCES IN CONNECTION WITH THE AIRCRAFT OR
THIS AGREEMENT; (B) THE USE, OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY
COMPONENT OF THE AIRCRAFT OR ANY RISKS RELATING THERETO; OR (C) ANY INTERRUPTION
OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES.
4.2 Indemnification. Lessee shall indemnify, defend and hold Lessor harmless
from and against any and all claims, actions, suits, proceedings, injuries (or
death), damages, liabilities, costs or expenses (including without limitation
reasonable attorneys' fees) arising from or in any way relating to Lessee's
possession or use of the Aircraft during the Term (an "Indemnified Loss"),
provided that Lessee will not be liable for any Indemnified Loss:
(a) to the extent that such loss is covered by Lessor's insurance policy;
(b) with respect to a loss covered by Lessor's insurance policy, to the extent
that the amount of such loss exceeds the policy limits of Lessor's policy;
(c) with respect to a loss consisting of expenses incurred in connection with
a loss covered in whole or in part by Lessor's insurance policy, to the extent
that such expenses are not fully covered by Lessor's insurance policy; or
(d) to the extent that such loss is due in whole or in part to (i)
noncompliance by Lessor with any of its obligations hereunder or (ii) the gross
negligence or willful misconduct of Lessor or another lessee or their respective
officers, directors, partners, employees, shareholders or affiliates.
The foregoing indemnification shall survive the expiration or earlier
termination of this Agreement.
4
SECTION 5. REGISTRATION, USE, OPERATION, MAINTENANCE AND POSSESSION
5.1 Title and Registration. Title to the Aircraft shall remain vested in Lessor
at all times during the Term to the exclusion of Lessee and Lessor shall have
only such rights as shall be specifically set forth herein. Lessor represents
that as of the date of this Agreement the Aircraft is, and throughout the Term
the Aircraft shall remain, lawfully registered in Lessor's name as a civil
aircraft of the United States.
5.2 Use