SELLER TO PURCHASER. IT IS UNDERSTOOD THAT THE
RECEIPT OF THE RELEASES BY THE
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PURCHASER'S FAA COUNSEL AND AUTHORIZATION BY THE INDENTURE TRUSTEE TO RELEASE
THE RELEASES FOR RECORDING WITH THE FAA SHALL CONSTITUTE RECEIPT OF SUCH
RELEASES HEREUNDER BY THE PURCHASER SUFFICIENT FOR THE PURCHASER TO AUTHORIZE
THE ESCROW AGENT (UPON SATISFACTION (OR WAIVER BY THE APPLICABLE PARTY) OF ALL
OTHER CONDITIONS IN SECTION 4) TO WIRE TO THE INDENTURE TRUSTEE THE AMOUNT
REQUIRED TO CONSUMMATE THE REDEMPTION.
6.2
DELIVERY LOCATION:
THE FAA BILLS OF SALE, THE
BILL OF SALE, AND THE RELEASES SHALL BE DELIVERED TO PURCHASER (OR FAA COUNSEL)
WHILE THE AIRCRAFT IS LOCATED ON THE GROUND AT SOUTHERN CALIFORNIA AVIATION IN
VICTORVILLE, CALIFORNIA (THE "DELIVERY LOCATION"). PURCHASER SHALL BE SOLELY
RESPONSIBLE FOR TAKING PHYSICAL POSSESSION OF THE AIRCRAFT AT ITS CURRENT
LOCATION AT SOUTHERN CALIFORNIA AVIATION IN VICTORVILLE, CALIFORNIA.
6.3
TENDER AND ACCEPTANCE OF DELIVERY:
ON THE
CLOSING DATE, SUBJECT TO THE PROVISIONS OF SECTION 3 AND SATISFACTION (OR WAIVER
BY THE APPLICABLE PARTY) OF THE CONDITIONS PRECEDENT SET OUT IN SECTIONS 4.1 AND
4.2, SELLER SHALL TENDER THE AIRCRAFT FOR DELIVERY AND PURCHASER SHALL
ACKNOWLEDGE ACCEPTANCE OF THE AIRCRAFT, BY EXECUTION AND DELIVERY OF AN
ACCEPTANCE CERTIFICATE IN SUBSTANTIALLY THE SAME FORM AS EXHIBIT C HERETO.
7.
CONDITION OF AIRCRAFT
7.1
DISCLAIMERS:
EACH OF THE AIRCRAFT IS BEING
CONVEYED "AS-IS, WHERE-IS" UPON DELIVERY AS OF THE CLOSING DATE, WITH ALL FAULTS
AND WITHOUT ANY REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND BEING MADE OR
GIVEN BY THE SELLER OR ITS SERVANTS OR AGENTS, EXPRESS OR IMPLIED, ARISING BY
LAW OR OTHERWISE, OTHER THAN AS EXPRESSLY PROVIDED FOR HEREIN.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER SPECIFICALLY
DISCLAIMS, AND EXCLUDES FROM THIS AGREEMENT, OTHER THAN AS EXPRESSLY PROVIDED
HEREIN, AND PURCHASER BY THE ACCEPTANCE HEREOF EXPRESSLY WAIVES: (A) ANY
WARRANTY AS TO THE AIRWORTHINESS, VALUE, DESIGN, QUALITY, DURABILITY, COMPLIANCE
WITH SPECIFICATIONS, MANUFACTURE, OPERATIONS, OR CONDITION OF THE AIRCRAFT, THE
EQUIPMENT INSTALLED THEREON, OR ANY DAMAGE THERETO; (B) ANY EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR FOR A
PARTICULAR PURPOSE; (C) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF
FREEDOM FROM ANY RIGHTFUL CLAIM BY WAY OF INFRINGEMENT OR THE LIKE (INCLUDING
WITHOUT LIMITATION, INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT); (D) ANY
IMPLIED REPRESENTATION OR WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE WITH RESPECT TO THE AIRCRAFT; (E) ANY EXPRESS OR
IMPLIED WARRANTY REGARDING THE CONDITION OF THE AIRCRAFT; AND (F) ANY OBLIGATION
OR LIABILITY OF ANY OF SELLER OR MARATHON ARISING IN CONTRACT OR IN TORT
(INCLUDING STRICT LIABILITY OR SUCH AS MAY ARISE BY REASON OF SUCH PERSON'S
NEGLIGENCE NOT CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) ACTUAL OR
IMPUTED, OR IN STRICT LIABILITY, INCLUDING ANY OBLIGATION OR LIABILITY FOR LOSS
OF USE, REVENUE OR PROFIT, WITH RESPECT TO THE AIRCRAFT OR
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FOR ANY LIABILITY OF SELLER OR MARATHON TO ANY THIRD PARTY OR ANY OTHER DIRECT,