extent that such warranties are not
assignable, Lessor shall cooperate with Lessee in enforcing all such warranties
for the benefit of Lessee. Upon an Event of Default, the assignment hereunder
shall automatically terminate and all rights assigned to Lessee pursuant to this
Section 12.3 shall automatically revert back to Lessor.
(b) On the Return Date, Lessee shall be deemed to have assigned or reassigned to
Lessor all warranties covering the Aircraft without further action on the part
of Lessee; provided, that Lessee may retain the right to pursue remedies and to
receive benefits with respect to claims of Lessee arising in respect of events
prior to the Return Date; provided further, that, to the extent requested by
Lessor, Lessee shall execute a separate assignment of warranties in favor of
Lessor at the Return. To the extent that any of such warranties are not
assignable, Lessee shall cooperate with Lessor in enforcing all such warranties
for the benefit of Lessor.
13. "As-Is" Condition, Disclaimer and Release. EXCEPT AS SPECIFICALLY SET FORTH
IN THIS AGREEMENT, FROM AND AFTER THE DELIVERY, THE AIRCRAFT AND OTHER ITEMS
DELIVERED HEREUNDER ARE LEASED TO LESSEE IN THEIR "AS IS, WHERE IS" CONDITION,
AND LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ANY AND ALL WARRANTIES,
OBLIGATIONS AND LIABILITIES, EXPRESS OR IMPLIED, DIRECT OR INDIRECT, OF LESSOR,
ITS SUCCESSORS AND ASSIGNS AND ALL OTHER INDEMNIFIED PARTIES, AND ANY AND ALL
RIGHTS, CLAIMS, AND REMEDIES, EXPRESS OR IMPLIED, DIRECT OR INDIRECT, OF LESSEE
AGAINST LESSOR, ITS SUCCESSORS AND ASSIGNS AND ALL OTHER INDEMNIFIED PARTIES,
ARISING BY LAW OR OTHERWISE (EXCEPT ANY SUCH SET FORTH IN THIS AGREEMENT) WITH
RESPECT TO THE AIRCRAFT OR ANY PARTS OR THE USE OR OPERATION THEREOF OR ANY
NONCONFORMANCE OR DEFECT THEREIN, INCLUDING BUT NOT LIMITED TO: (a) ANY WARRANTY
AS TO THE CONDITION OF THE AIRCRAFT; (b) ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE; (c) ANY IMPLIED WARRANTY ARISING FROM
COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (d) ANY
AIRCRAFT LEASE AGREEMENT
32
MSN
LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE
STRICT LIABILITY OR THE ACTUAL OR IMPUTED NEGLIGENCE OF LESSOR AND ITS
RESPECTIVE SUCCESSORS OR ASSIGNS OR ANY OTHER INDEMNIFIED PARTY; AND (e) ANY
STATUTORY OR OTHER WARRANTY, CONDITION, DESCRIPTION OR REPRESENTATION, EXPRESS
OR IMPLIED, AS TO THE STATE, QUALITY, VALUE, CONDITION, DESIGN, OPERATION OR
FITNESS OF THE AIRCRAFT. IN ADDITION TO ALL OTHER REQUIREMENTS OF THIS
AGREEMENT, THIS SECTION 13 SHALL NOT BE MODIFIED EXCEPT BY WRITTEN AGREEMENT
SIGNED ON BEHALF OF LESSOR BY ITS DULY AUTHORIZED REPRESENTATIVE.
14. Representations and Warranties.
14.1. Lessee's Representations and Warranties. Lessee represents and warrants as
follows, as of the date hereof and as of the Delivery Date.
(a) Legal Form and Qualification. Lessee is a corporation organized and existing
in good standing under the laws of Ohio and has full power to conduct its
operations as presently conducted.
(b) Authority. Lessee has full power, authority and legal right to enter into,