(the
"Banc of America Lease") between Banc of America Leasing & Capital, LLC ("Banc
of America") and Lessor, that certain Consent to Sublease and Assignment dated
as of August 17, 2005 between Banc of America, Lessor and Lessee and any related
documents, agreements or instruments of any kind whatsoever. Without limiting
the generality of the foregoing, the rights of Lessor, Lessee and any other
party, person or entity of any kind whatsoever claiming through any of Lessor or
Lessee with respect to the Aircraft (and any and all proceeds thereof, including
any insurance proceeds) shall be subject and
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subordinate in all respects to any and all of the rights, privileges, powers,
entitlements, benefits, remedies, title or interests of Banc of America in or to
the Aircraft (and any and all proceeds thereof, including any insurance
proceeds), including all of its rights and remedies under or in connection with
the Banc of America Lease and any related documents, agreements or instruments
of any kind whatsoever. In addition, and notwithstanding anything to the
contrary set forth in this Dry Sublease or otherwise, upon the occurrence of any
Event of Default (as such term is defined in the Banc of America Lease) under or
in connection with the Banc of America Lease, this Dry Sublease shall
automatically and immediately terminate.
5. Disclaimer; Assignment of Warranties.
a. LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE AND LESSEE HEREBY
EXPRESSLY WAIVES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS
TO THE AIRCRAFT INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION AS
TO THE DESIGN, QUALITY OR CONDITION OF THE AIRCRAFT OR ANY WARRANTY OF
MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE OR TO AS
TO ANY OTHER MATTER RELATING TO THE AIRCRAFT OR ANY PART THEREOF, EXCEPT THAT
LESSOR WARRANTS THAT ON THE COMMENCEMENT DATE LESSOR HAS GOOD AND MARKETABLE
TITLE TO THE AIRCRAFT AND THAT IT HAS THE RIGHT TO LEASE THE AIRCRAFT TO LESSEE
PURSUANT TO THIS AGREEMENT AND THAT THE AIRCRAFT WILL BE AVAILABLE FOR USE BY
LESSEE. LESSEE ACKNOWLEDGES THAT THE USE AND OPERATION OF JET AIRCRAFT ARE
ULTRAHAZARDOUS AND DANGERS ACTIVITIES. LESSEE IS A KNOWLEDGEABLE AND
SOPHISTICATED USER OF JET AIRCRAFT AND LESSOR SHALL NOT BE RESPONSIBLE FOR ANY
LOSS OR DAMAGE SUSTAINED OR INCURRED DURING OR AFTER THE TERM HEREOF ARISING OUT
OF THE USE OR OPERATION OF THE AIRCRAFT. LESSEE, FOR ITSELF, ITS SUCCESSORS,
ASSIGNS AND ITS INVITEES WAIVES, RELINQUISHES AND RENOUNCES ANY AND ALL DAMAGE
CLAIMS AGAINST LESSOR WHICH LESSEE, ITS SUCCESSOR, ASSIGNS AND INVITEES CAN OR
MAY HAVE AGAINST LESSOR ARISING FROM THE USE OR OPERATION OF THE AIRCRAFT.
LESSEE CONFIRMS THAT IT HAS SELECTED THE AIRCRAFT AND EACH PART THEREOF ON THE
BASIS OF ITS OWN JUDGMENT UTILIZING INDEPENDENT EXPERTS SELECTED BY LESSEE AND
EXPRESSLY DISCLAIMS RELIANCE UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES
MADE BY LESSOR (OR ANY AGENT OR REPRESENTATIVE OR LESSOR), AND LESSEE
ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OR A VENDOR OF ANY PART