32.
EXECUTION IN COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT. DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS
AGREEMENT BY FACSIMILE OR ELECTRONIC MAIL SHALL BE EFFECTIVE AS DELIVERY OF AN
ORIGINAL EXECUTED COUNTERPART OF THIS AGREEMENT.
Section 33.
APPLICABLE LAW, JURISDICTION AND WAIVER. THE TERMS OF SECTION 15
OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS,
AND THE PARTIES HERETO AGREE TO SUCH TERMS.
Section 34.
SEVERABILITY. ANY PROVISION OF THIS AGREEMENT HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
WITHOUT AFFECTING THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS HEREOF; AND THE INVALIDITY OF A PARTICULAR PROVISION IN A PARTICULAR
JURISDICTION SHALL NOT INVALIDATE SUCH PROVISION IN ANY OTHER JURISDICTION.
Section 35.
SURVIVAL. THE OBLIGATIONS OF THE PARTIES UNDER SECTION 29 SHALL
SURVIVE THE REPAYMENT OF THE SECURED OBLIGATIONS AND THE TERMINATION OF THE
CREDIT AGREEMENT, THE LETTERS OF CREDIT, THE COMMITMENTS, THE HEDGING
OBLIGATIONS AND THE BANK PRODUCT OBLIGATIONS. TO THE EXTENT THAT ANY PAYMENTS ON
THE SECURED OBLIGATIONS OR PROCEEDS OF ANY COLLATERAL ARE SUBSEQUENTLY
INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET ASIDE OR REQUIRED TO
BE REPAID TO A TRUSTEE, DEBTOR IN POSSESSION, RECEIVER OR OTHER PERSON UNDER ANY
BANKRUPTCY LAW, COMMON LAW OR EQUITABLE CAUSE, THEN, TO SUCH EXTENT, THE SECURED
OBLIGATIONS SO SATISFIED SHALL BE REVIVED AND CONTINUE AS IF SUCH PAYMENT OR
PROCEEDS HAD NOT BEEN RECEIVED AND THE GRANTEE'S AND THE OTHER CREDITORS' LIENS,
SECURITY INTERESTS, RIGHTS, POWERS AND REMEDIES UNDER THIS AGREEMENT AND EACH
OTHER APPLICABLE SECURITY DOCUMENT SHALL CONTINUE IN FULL FORCE AND EFFECT. IN
SUCH EVENT, EACH APPLICABLE SECURITY DOCUMENT SHALL BE AUTOMATICALLY REINSTATED
AND EACH GRANTOR SHALL TAKE SUCH ACTION AS MAY BE REASONABLY REQUESTED BY THE
GRANTEE AND THE OTHER CREDITORS TO EFFECT SUCH REINSTATEMENT.
Section 36.
NO ORAL AGREEMENTS. THE LOAN DOCUMENTS EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDE ALL OTHER
AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF. THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
ERA GROUP INC.,
as Grantor
By
Name:
Title:
ERA HELICOPTERS, LLC,
as Grantor
By
Name:
Title:
ERA LEASING LLC,
as Grantor
By
Name:
Title:
ERA MED LLC,
as Grantor
By
Name:
Title:
ERA AERÓLEO LLC,
as Grantor
By
Name:
Title:
AEROLEO INTERNACIONAL, LLC,
as Grantor
By
Name:
Title:
ERA CANADA LLC,