with or without the giving of
notice, the passage of time, or both, prohibits or would be violated by or be in
conflict with this Agreement.
4.3
DISCLAIMER OF WARRANTIES. THE AIRCRAFT IS BEING LEASED BY THE LESSOR TO THE
LESSEE HEREUNDER ON A COMPLETELY "AS IS," "WHERE IS, AND WITH ALL FAULTS" BASIS,
WHICH IS ACKNOWLEDGED AND AGREED TO BY THE LESSEE.
THE WARRANTIES
4
AND REPRESENTATIONS SET FORTH IN THIS SECTION 4 ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND LESSOR
HAS NOT MADE AND SHALL NOT BE CONSIDERED OR DEEMED TO HAVE MADE (WHETHER BY
VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS AGREEMENT, OR HAVING ACQUIRED
THE AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR
FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS AGREEMENT OR
OTHERWISE) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED,
WITH RESPECT TO THE AIRCRAFT OR TO ANY PART THEREOF, AND SPECIFICALLY, WITHOUT
LIMITATION, IN THIS RESPECT DISCLAIMS ALL REPRESENTATIONS AND/OR WARRANTIES AS
TO THE TITLE, AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY,
COMPLIANCE WITH SPECIFICATIONS, CONSTRUCTION AND CONDITION OF THE AIRCRAFT
OPERATION, OR FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT AND AS TO THE ABSENCE
OF LATENT AND OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF
ANY INFRINGEMENT OR THE LIKE, HEREUNDER OF ANY PATENT, TRADEMARK OR COPYRIGHT,
AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE
QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY PART THEREOF OR
ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING
ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF
TRADE), WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF.
THE LESSEE HEREBY
WAIVES, RELEASES, DISCLAIMS AND RENOUNCES ALL CLAIMS FOR LOSS OF USE, REVENUE OR
PROFIT WITH RESPECT TO THE AIRCRAFT, OR FOR ANY OTHER INCIDENTAL OR
CONSEQUENTIAL DAMAGES.
SECTION 5.REGISTRATION, USE, OPERATION, MAINTENANCE AND POSSESSION
5.1
Title and Registration.
Lessee acknowledges that Lessor owns all legal,
beneficial, and equitable title to the Aircraft, and that said title shall
remain vested in Lessor during the Term hereof.
Lessee shall undertake, to the
extent permitted by Applicable Law, to do all such further acts, deeds,
assurances or things as may, in the opinion of the Lessor, be necessary or
desirable in order to protect or preserve Lessor's title to the Aircraft.
5.2
Use and Operation.
Lessee shall operate the Aircraft in accordance with the
provisions of Part 91 of the FAR and shall not operate the Aircraft in
commercial service, as a common carrier, or otherwise for compensation or hire
except to the extent permitted under Sections 91.321 and 91.501 of the FAR, if
applicable.
Lessee shall be solely and exclusively responsible for the use,
operation and control of the Aircraft at all times during which the Aircraft is
in Lessee's possession during the Term.
Lessee agrees not