WHEREAS the lessor is engaged in the design, development, manufacture, promotion, sale, lease and operation of S-64 heavy helicopters and has particular experience in construction, firefighting and other applications; 1.13 (ii) a contract, pact, covenant or other agreement of which a signatory or party is a governmental agency; (iii) any judicial or administrative interpretation or application of any law described in points (i) or (ii); and (iv) any modification or revision of any law described in points (i) or (ii) above. 11.7 Material Support Agreement. If the Lessee exercises the purchase option, the Parties enter into a separate After-Sales Support Service Agreement which is consistent with the terms and conditions of the Support Services set forth herein and under which the Lessor will provide the Lessee with complete parts and components in exchange for a set of fixed hourly flights. “Aircraft” means that certain Erickson S-64E helicopters bearing the manufacturer`s serial number 64015, as further described below: 9.6 Â 2.2.1 The lessor hereby confirms that he is the owner of the aircraft and that he is the merchant property of the aircraft, free and free of any mortgage, fees, security or liens, valid and continuing adverse charges or claims of any kind, with the exception of a lien in favour of Xxxxx Fargo Bank N.A. pursuant to the Aircraft Safety Agreement between the Lessor and Xxxxx Fargo Bank N.A. dated June 24, 2010.Si the Lessee exercises the purchase option (as described in Section 9), the lien will be released by Xxxxx Fargo Bank N.A. prior to the sale of the aircraft, and the lessor must prove such release by means of a corresponding document duly signed by Xxxxx Fargo Bank. 10.2 Crew Services. The Landlord must provide the Renter with Crew Services, which include a training master/pilot trainer, a crew chief and a long-term engineer (the “Personnel”). If the Renter purchases the aircraft by exercising the purchase option, the Lessor undertakes to continue to provide the crew until 31 July 2012. Notwithstanding the foregoing, the parties acknowledge that Brazilian law may only allow the occupation to operate in Brazil for six months.

The parties agree that if they are unable to obtain the necessary extension for the crew to continue operating the aircraft in Brazil, all of the lessor`s obligations under this provision will automatically terminate upon the expiry of the crew certification. The purchase price of the aircraft is [***] ([***], the “Purchase Price”, the amount of which is payable in accordance with the payment schedule set out in clause 2.3. (b) The performance, delivery and performance of this Agreement by Seller has been duly authorized by all necessary measures on seller`s behalf and does not conflict with any of the terms or result in a breach of any of the terms or constitute a delay under any document, instrument or agreement to which Seller is a party. (g) Seller agrees to indemnify and hold Buyer harmless from any claim by a broker or other party that asserts an interest in the aircraft or purchase price arising out of any actual or alleged relationship or agreement with Seller. (vii) 6.1.3 (ii) the seller`s constitutional documents; or (iii) any important agreement or document to which Seller is a party or to which Seller or any of its features are bound; and 1.2 (a) With respect to Buyer, this Agreement and Buyer`s consent to the sale of a particular ___ 1.1.17 Loan, lease or pooling contract. The assurances, warranties, representations and agreements of the buyer and seller will survive the conclusion in the long term. Taking into account the mutual agreements and understandings contained herein and for other valid and valid considerations, the parties therefore agree that: CONSIDERING that Seller manufactures, sells and supplies spare parts and supports for its S-64 helicopters worldwide; This Agreement (including all annexes, appendices and documents attached to this Agreement) contains the entire agreement and understanding between Seller and Buyer with respect to the subject matter of this Agreement and supersedes all prior written or oral agreements and understandings with respect to such matters. For the avoidance of doubt, the parties expressly agree that, upon performance of this Agreement by the parties, the Lease and Option Agreement will be automatically terminated and will no longer have force or effect.

16.6â â â â â â â â â â This Agreement (including all facilities, installations and documents attached thereto) is the sole and complete agreement between the Lessor and the Renter with respect to the lease of the Aircraft and supersedes all prior agreements with respect to such lease. This Agreement may be amended only by an instrument signed by both Parties. 5.1 In the event that the Renter exercises the option to purchase the Aircraft as described in Clause 9 of this Agreement, the Lessor undertakes to offset the deposit against the purchase price (as defined in Clause 9 of this Agreement). In the event that HRT decides to terminate this Agreement before the end of the Term and without exercising the purchase option, the Owner will refund part of the deposit to the Renter, the amount of which will be determined on the basis of the time remaining between the date of termination and the end of the Term. Subject to and subject to the terms of this Agreement, Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase one (1) Aircraft from Seller. 1.1.24, whether paid or incurred by the Seller or the Buyer, and “The Tax” shall be construed accordingly. .