THE
AIRCRAFT TO BUYER FOR RE-INSPECTION.
7.6
BUYER SHALL BE ALLOWED *** DAYS TO
RE-INSPECT THE AIRCRAFT, STARTING IMMEDIATELY UPON RECEIPT OF NOTICE FROM
EMBRAER THAT ALL NECESSARY ACTIONS WERE TAKEN. THE PERIOD REQUIRED FOR
INSPECTION AS WELL AS THE ONE MENTIONED IN ARTICLE 7.5 SHALL NOT BE CONSIDERED
AS PART OF THE *** DAY GRACE PERIOD PROVIDED FOR IN ARTICLE 9.2.1. IN THE EVENT
BUYER DECLINES TO ACCEPT AN AIRCRAFT AFTER THIS RE-INSPECTION PROCEDURE IS
REPEATED, THE PARTIES SHALL CONVENE IMMEDIATELY FOLLOWING FINAL REFUSAL TO
ACCEPT THE AIRCRAFT IN ORDER TO NEGOTIATE POSSIBLE SOLUTIONS. IF WITHIN *** DAYS
COUNTED FROM THE DATE IN WHICH EMBRAER RECEIVES NOTICE OF SUCH FINAL REFUSAL TO
ACCEPT THE AIRCRAFT, EMBRAER AND BUYER FAIL TO REACH AN AGREEMENT, THEN EITHER
PARTY MAY TERMINATE THIS AGREEMENT WITH RESPECT TO THE AFFECTED AIRCRAFT WITHOUT
LIABILITY TO EITHER PARTY, ***.
7.7
SHOULD BUYER FAIL TO PERFORM THE ACCEPTANCE
AND TRANSFER OF TITLE TO THE AIRCRAFT WITHIN THE PERIODS PROVIDED FOR AND IN
ACCORDANCE WITH THIS ARTICLE 7 (AND SUBJECT TO BUYER'S RIGHT TO TERMINATE
PURSUANT TO ARTICLES 7.4 AND 7.6), EMBRAER SHALL BE ENTITLED, AT ITS REASONABLE
DISCRETION, TO EITHER RE-NEGOTIATE THE TERMS OF THIS AGREEMENT WITH BUYER OR
TERMINATE THIS AGREEMENT WITH REGARD TO THE AFFECTED AIRCRAFT PURSUANT TO
ARTICLE 20.3. ***.
7.8
NOTWITHSTANDING THE PROVISIONS OF ARTICLE
7.7 AND IN ADDITION TO EMBRAER'S RIGHTS PURSUANT TO ARTICLE 20.3 SHOULD BUYER
FAIL TO PERFORM THE ACCEPTANCE AND TRANSFER OF TITLE TO THE AIRCRAFT WITHIN THE
TIME PERIOD SPECIFIED IN ARTICLES 7.2, 7.5 AND 7.6, AS APPLICABLE, INTEREST WILL
ACCRUE AT THE RATE OF *** PERCENT (***%) PER MONTH OVER THE UNPAID BALANCE OF
THE RELEVANT AIRCRAFT PURCHASE PRICE, PRORATED FROM THE DATE ON WHICH BUYER
SHOULD HAVE COMPLETED THE INSPECTION OR RE-
[***]
Represents material which has been redacted and filed
separately with the Commission pursuant to a request for confidential treatment
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
9
INSPECTION OF THE AIRCRAFT, AS THE CASE MAY BE, UNTIL THE DATE ON WHICH TRANSFER
OF TITLE OCCURS OR UNTIL THE DATE EMBRAER TERMINATES THIS AGREEMENT PURSUANT TO
ARTICLE 7.7, WHICHEVER OCCURS FIRST. WITHOUT PREJUDICE TO EMBRAER'S RIGHTS SET
FORTH IN ARTICLE 7.7, INTEREST ACCRUED WILL BE INVOICED BY EMBRAER ON A MONTHLY
BASIS, BEGINNING ONE MONTH AFTER THE DATE ON WHICH THE AIRCRAFT ACCEPTANCE OR
TRANSFER OF TITLE SHOULD HAVE BEEN PERFORMED, AND PAYMENT THEREOF SHALL BE MADE
BY BUYER IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED THEREIN.
7.9
EMBRAER AGREES TO INDEMNIFY AND HOLD
HARMLESS BUYER AND BUYER'S OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND ASSIGNEES
FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, JUDGMENTS, CLAIMS AND SUITS,
INCLUDING COSTS AND EXPENSES INCIDENT THERETO, WHICH MAY BE SUFFERED BY, ACCRUED
AGAINST, BE CHARGED TO OR RECOVERABLE FROM BUYER AND/OR BUYER'S OFFICERS,
DIRECTORS, AGENTS, EMPLOYEES AND ASSIGNEES BY REASON OF LOSS OR DAMAGE TO
PROPERTY, OR INJURY OR DEATH OF ANY PERSON, RESULTING FROM OR IN ANY WAY
CONNECTED WITH THE