THAT IT HAS RECEIVED THE ADVICE OF ITS OWN LEGAL
COUNSEL AND TAX ADVISER CONCERNING THIS TRANSACTION AND ITS STATUS AS A
TAX-DEFERRED EXCHANGE. EXCHANGOR FURTHER UNDERSTANDS AND AGREES THAT NO
EMPLOYEE, OFFICER, SHAREHOLDER OR AGENT OF TVPX HAS MADE ANY REPRESENTATIONS OR
RENDERED ANY LEGAL OR TAX ADVICE CONCERNING THIS TRANSACTION OR ITS COMPLIANCE,
IN WHOLE OR IN PART, AS A TAX DEFERRED EXCHANGE FOR FEDERAL OR STATE INCOME TAX
PURPOSES. EXCHANGOR SHALL TIMELY COMPLETE AND FILE ALL REQUIRED TAX FORMS
RELATING TO THE EXCHANGE, INCLUDING BUT NOT LIMITED TO IRS FORM 8824.
-6-
(ii) EXCHANGOR ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR PROVIDING TVPX
WITH COMPLETE AND ACCURATE INFORMATION CONCERNING THE PARTIES AND PROPERTIES
INVOLVED IN THE EXCHANGE AND REPRESENTS THAT IT HAS COMPLIED AND WILL CONTINUE
TO COMPLY WITH THE FOREGOING PROVISIONS OF THIS SENTENCE.
(iii) EXCHANGOR REPRESENTS AND WARRANTS THAT THE PERSON(S) SIGNING THIS
EXCHANGE CONTRACT AND ALL OTHER DOCUMENTS RELATING TO THE EXCHANGE FOR EXCHANGOR
HAVE BEEN DULY AUTHORIZED TO EXECUTE AND DELIVER THIS EXCHANGE CONTRACT AND SUCH
OTHER DOCUMENTS ON BEHALF OF EXCHANGOR. EXCHANGOR REPRESENTS AND WARRANTS THAT
SUCH ENTITY HAS BEEN FORMED AND IS OPERATING IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND THAT SUCH ENTITY HAS RECEIVED ALL AUTHORIZATIONS REQUIRED FOR IT TO
ENTER INTO AND CARRY OUT ITS OBLIGATIONS HEREUNDER.
(iv) EXCHANGOR IS SOLELY RESPONSIBLE FOR DETERMINING THE LAST DAY OF THE
IDENTIFICATION PERIOD AND THE LAST DAY OF THE EXCHANGE PERIOD AND/OR THE
RESPECTIVE PROPERTY VALUES OF THE PROPERTIES IN THE EXCHANGE. EXCHANGOR IS
REQUIRED TO IMMEDIATELY NOTIFY TVPX IN WRITING IF FOR ANY REASON EXCHANGOR
BECOMES AWARE OF ANY ERRORS IN THE COMPUTATION OF THE CONSIDERATION PAYABLE
UNDER THE SALES AGREEMENT, THE PURCHASE AGREEMENT OR THE DETERMINATION OF THE
END OF THE IDENTIFICATION PERIOD OR THE EXCHANGE PERIOD.
16. Miscellaneous.
(i) Indemnification and Release.
TVPX and its parents, subsidiaries and affiliates and their respective officers,
directors, employees, shareholders and agents (collectively, "Indemnified
Parties") shall have no liability for, and Exchangor hereby agrees to release,
indemnify and hold each
-7-
of the Indemnified Parties harmless from and against, any and all losses,
damages, claims, demands, liabilities, obligations, penalties, costs and
expenses, including reasonable professional fees (collectively, "Damages") of
any kind or description which relate to or arise out of this Exchange Contract,
the Sales Agreement or the Purchase Agreement other than to the limited extent
such Damages are caused by the gross negligence or willful misconduct of TVPX in
the performance by TVPX of a material obligation of TVPX under this Exchange
Contract. Such exoneration and indemnification expressly include, without
limitation (except to the extent such Damages are caused by the gross negligence
or willful misconduct of TVPX under this Exchange Contract), Damages relating to
(i) the title, registration, condition, value, configuration, maintenance,
refurbishment, operation, use or history of the Relinquished Aircraft before,
during or after the term of this Exchange Contract, (ii) the title,
registration, condition, value, configuration, maintenance, refurbishment,
operation, use or history of the Replacement Aircraft