OR IMPLIED, ARISING BY LAW OR OTHERWISE, IN EACH
CASE, WITH RESPECT TO THE CONDITION OF THE AIRCRAFT, ANY ENGINE, ANY PART OR ANY
AIRCRAFT
LATAM MSN [_____]
-11-
DOCUMENTATION, INCLUDING:
(1)
ANY WARRANTY AS TO THE AIRWORTHINESS, VALUE, CONDITION, DESCRIPTION, DESIGN OR
OPERATION THEREOF, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR THE
ABSENCE OF ANY DEFECT THEREIN;
(2)
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR
PURPOSE;
(3)
ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE;
(4)
ANY OBLIGATION OR LIABILITY WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT OR
OTHER INTELLECTUAL PROPERTY INFRINGEMENT;
(5)
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT IN
STRICT OR ABSOLUTE LIABILITY OR ARISING FROM THE NEGLIGENCE OF ANY GENERAL
INDEMNITEE, ACTUAL OR IMPUTED, ACTIVE OR PASSIVE;
(6)
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO THE
AIRCRAFT, ANY ENGINE, ANY PART, ANY AIRCRAFT DOCUMENTATION OR ANY OTHER THING,
AND
(7)
FOR ANY LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES.
DELIVERY BY LESSEE TO LESSOR OF THE ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE
PROOF AS BETWEEN LESSOR AND LESSEE THAT LESSEE HAS EXAMINED AND INVESTIGATED THE
AIRCRAFT AND THE AIRCRAFT DOCUMENTATION, THAT THE AIRCRAFT AND THE AIRCRAFT
DOCUMENTATION ARE SATISFACTORY TO LESSEE AND HAVE MET THE REQUIREMENTS OF THE
OPERATIVE DOCUMENTS, AND THAT LESSEE HAS IRREVOCABLY AND UNCONDITIONALLY
ACCEPTED THE AIRCRAFT FOR LEASE UNDER THE AIRCRAFT LEASE AGREEMENT WITHOUT ANY
RESERVATIONS WHATSOEVER. WITHOUT LIMITING THE FOREGOING, THE DELIVERY CONDITION
WILL HAVE NO FORCE OR EFFECT AFTER DELIVERY BY LESSEE TO LESSOR OF THE
ACCEPTANCE CERTIFICATE AND SUCH PROVISIONS DO NOT CONSTITUTE A COVENANT,
WARRANTY OR GUARANTEE BY LESSOR WITH RESPECT TO THE CONDITION OF THE AIRCRAFT OR
OTHERWISE AFTER DELIVERY.
LESSEE HEREBY CONFIRMS THAT IT HAS BEEN ADVISED OF AND FULLY UNDERSTANDS THE
LEGAL IMPORT AND IMPLICATIONS OF THIS SECTION 3 AND THAT THE PROVISIONS OF THIS
SECTION 3 ARE APPROPRIATE IN A TRANSACTION OF THIS KIND.
FOR THE AVOIDANCE OF DOUBT, THE FOREGOING WILL NOT AFFECT OR DIMINISH IN ANY WAY
LESSEE'S RIGHTS AGAINST AIRFRAME MANUFACTURER, ENGINE MANUFACTURER OR THE
MANUFACTURER OF ANY PART.
4.
POST DELIVERY
As soon as they are available, but in any event within the time periods
specified below, Lessee will provide the following to Lessor:
LATAM MSN [_____]
-12-
(1)
Within 15 Business Days after the Delivery Date, evidence that the Initial
Sublease and the Subordination Agreement have been registered at a Registry of
Titles and Documents in such city where the Initial Sublessee has its corporate
domicile (sede social).
(2)
Within 30 days after the Delivery Date, warranty agreements with respect to the
Airframe and Engines among Lessor, Lessee (and/or Sublessee) and the Airframe
Manufacturer and Engine Manufacturer, respectively, in form and substance
reasonably satisfactory to Lessor.
(3)
Within 60 days after the Delivery Date, copies of (i) the permanent certificate
of registration for