Common use of Absolute Obligations Clause in Contracts

Absolute Obligations. This Sublease is a net lease, and, except as may otherwise be expressly provided herein, it is intended that Sublessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of any Aircraft, including the costs, expenses and taxes and similar levies as set forth in the Participation Agreement. Sublessee’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason (subject to observance of the Sublessee's right to quiet enjoyment of the Aircraft), including (i) any setoff, counterclaim, recoupment, defense or other right which Sublessee may have against Lessee, Head Lessor, any Guaranteed Lender, the Guaranteed Loan Agent, the Security Trustee, Ex-Im Bank, the Manufacturer, Engine Manufacturer or any Person providing services with respect to any Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by Lessee of its warranties contained herein; (ii) any defect in the title, airworthiness, eligibility of registration under any Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any Aircraft or any portion thereof (subject to the provisions of Section 9 (Loss, Destruction, Requisition etc) hereof), any interruption or cessation in the use of or possession thereof by or availability to Sublessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessee, Head Lessor, any Guaranteed Lender, the Guaranteed Loan Agent, the Security Trustee, Ex-Im Bank, the Manufacturer, Engine Manufacturer or any other Person; (iii) any Lien with respect to any Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Sublease or any absence of right, power or authority of any Person to enter into this Sublease; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessee, Head Lessor, the Security Trustee, any Guaranteed Lender, the Guaranteed Loan Agent or Ex-Im Bank (vii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, examinership, receivership or other like proceeding relating to Head Lessor, Sublessee, Lessee or the Security Trustee or any disaffirmance, rejection or other action taken with respect to this Sublease or any other Operative Document by Head Lessor, Sublessee, Lessee, any Guaranteed Lender, the Guaranteed Loan Agent, the Security Trustee, Ex-Im Bank or any other Person, or by any court, in any such proceeding; (viii) Sublessee at any time having immunity from suit, prejudgment

Absolute Obligations. This Sublease Lease is a net lease, and, except as may otherwise be expressly provided hereinherein or in the other Operative Documents, it is intended that Sublessee Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes Taxes (other than Excluded Taxes) of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of any AircraftAircraft during the related Term, including the costs, expenses and taxes and similar levies as set forth in the Participation Facility Agreement. SublesseeLessee’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason (subject to observance of the Sublessee's right to quiet enjoyment of the Aircraft)reason, including (i) any setoff, counterclaim, recoupment, defense or other right which Sublessee Lessee may have against Lessee, Head Lessor, any Guaranteed Lender, the Guaranteed Loan AgentFinanciers, the Security Trustee, Ex-Im Bank, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by Lessee Lessor of its warranties contained hereinherein or in the other Operative Documents; (ii) any defect in the title, airworthiness, eligibility of registration under any Applicable Lawapplicable law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any Aircraft or any portion thereof (subject to the provisions of Section 9 (Loss, Destruction, Requisition etc) hereof), any interruption or cessation in the use of or possession thereof by or availability to Sublessee Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessee, Head Lessor, any Guaranteed Lender, the Guaranteed Loan AgentFinanciers, the Security Trustee, Ex-Im Bank, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to any Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Sublease Lease or any absence of right, power or authority of any Person to enter into this Subleaseany Operative Document; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessee, Head Lessor, the Security Trustee, any Guaranteed Lender, Trustee or the Guaranteed Loan Agent or Ex-Im Bank Financiers; (viivi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, examinership, receivership liquidation or other like proceeding relating to Head LessorLessee, Sublessee, Lessee Lessor or the Security Trustee any Secured Party or any disaffirmance, rejection or other action taken with respect to this Sublease or Lease, any other Operative Document Document, by Head Lessor, Sublessee, Lessee, any Guaranteed Lender, the Guaranteed Loan AgentFinanciers, the Security Trustee, Ex-Im Bank Trustee or any other Person, or by any court, in any such proceeding; (viiivii) Sublessee Lessee at any time having immunity from suit, prejudgmentprejudgment attachment, attachment in aid of execution or execution on the grounds of sovereignty or otherwise, which immunity, if any, Lessee hereby expressly waives; (viii) any restrictions applicable to Lessee on the transfer or conversion of currency; or (ix) any other circumstances or happening of any nature whatsoever, whether or not similar to any of the foregoing; it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease or the other Operative Documents. This Lease shall not, except as expressly set forth herein, be cancelable by Lessee and, except as expressly set forth elsewhere in this Lease, Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender this Lease or any Aircraft or any obligation imposed upon Lessee hereunder or under the other Operative Documents (including payment of Rent), except in accordance with the terms hereof and thereof. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of applicable law, except as specifically provided herein, Lessee, if and to the extent that Lessee retains the use and possession of an Aircraft, nonetheless agrees to pay to Lessor in respect of such Aircraft an amount equal to each Basic Rent payment and any Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms hereof and the other Operative Documents had this Lease not been terminated in whole or in part and so long as such payments are made and all other terms and conditions hereof are complied with by Lessee, Lessor and Lessee will deem this Lease to remain in full force and effect. Nothing contained in this Lease shall be construed as a waiver of Lessee’s right to seek any claim against the Lessor, the Security Trustee, any Secured Party or any other Person arising out of the transactions contemplated by the Operative Documents in a separate proceeding.

Absolute Obligations. This Sublease Lease is a net lease, and, except as may otherwise be expressly provided herein, it is intended that Sublessee the Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes Taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the import, use, operation, maintenance, repair, modification, alteration, replacement replacement, leasing, subleasing and leasing sale of the Aircraft and any Aircraft, including other amounts hereunder during the costs, expenses and taxes and similar levies as set forth in the Participation AgreementTerm. SublesseeThe Lessee’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and and, except as may otherwise be expressly provided herein, shall not be affected or reduced by any circumstances or for any reason (subject to observance of the Sublessee's right to quiet enjoyment of the Aircraft)reason, including (i) any setoff, counterclaim, recoupment, defense or other right which Sublessee the Lessee may have against Lesseethe Owner, Head the Lessor, any Guaranteed Lender, the Guaranteed Loan Agent, the Security Trustee, Ex-Im BankFinancier, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by Lessee the Lessor of its warranties contained herein; (ii) any defect in the title, airworthiness, eligibility of registration under any Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any the Aircraft or any portion thereof (subject to the provisions of Section 9 (Loss, Destruction, Requisition etc) hereof), any interruption or cessation in the use of or possession thereof by or availability to Sublessee the Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lesseethe Owner, Head the Lessor, any Guaranteed Lender, the Guaranteed Loan Agent, the Security Trustee, Ex-Im BankFinancier, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to any the Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Sublease or any absence of right, power or authority of any Person to enter into this SubleaseLease; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lesseethe Owner, Head Lessor, the Security Trustee, Lessor or any Guaranteed Lender, the Guaranteed Loan Agent or Ex-Im Bank Financier; (vii) any bankruptcy, insolvencyInsolvency, reorganization, composition, adjustment, dissolution, liquidation, examinership, receivership Liquidation Proceeding or other like proceeding relating to Head Lessorthe Lessee, Sublesseethe Owner, Lessee the Lessor or the Security Trustee any Financier or any disaffirmance, rejection or other action taken with respect to this Sublease or any other Operative Document Lease by Head the Owner, the Lessor, Sublessee, Lessee, any Guaranteed Lender, the Guaranteed Loan Agent, the Security Trustee, Ex-Im Bank Financier or any other Person, or by any court, in any such proceeding; (viii) Sublessee the Lessee at any time having immunity from suit, prejudgmentprejudgment attachment, attachment in aid of execution or execution on the grounds of sovereignty or otherwise, which immunity, if any, the Lessee hereby expressly waives; (ix) any restrictions applicable to the Lessee on the transfer or conversion of currency; or (x) any other circumstances or happening of any nature whatsoever, whether or not similar to any of the foregoing; it being the express intention of the Lessor and the Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease. This Lease shall not, except as expressly set forth herein, be cancelable by the Lessee and, except as expressly set forth elsewhere in this Lease, the Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender this Lease or the Aircraft or any obligation imposed upon the Lessee hereunder (including, without limitation, payment of Rent), except in accordance with the terms hereof and thereof. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Applicable Law, except as specifically provided herein, the Lessee, if and to the extent that the Lessee retains the use and possession of the Aircraft, nonetheless agrees to pay to the Lessor an amount equal to the Agreed Value. Nothing contained in this Lease shall be construed as a waiver of the Lessee’s right to seek any claim against the Lessor in a separate proceeding.

Absolute Obligations. 14.1.1 This Sublease Agreement is a net lease, and, except as may otherwise be expressly provided hereinherein or in the Financing Agreements, it is intended that Sublessee Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of the Aircraft (and Lessee does hereby waive any Aircraftdefense based on Section 129,I of the Brazilian Aeronautical Code), including including, without limitation, the costs, expenses and taxes and similar levies as set forth in the Participation this Agreement. Sublessee’s Lessee's obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason (subject to observance of the Sublessee's right to quiet enjoyment of the Aircraft)whatsoever, including including, without limitation, (i) any setoff, counterclaim, recoupment, defense defense, or other right which Sublessee Lessee may have against Lessee, Head Lessor, any Guaranteed LenderOwner, the Guaranteed Loan Agent, the Security Trustee, Ex-Im BankSecured Parties, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including including, without limitation, any breach by Lessee Lessor or any other Person of its warranties contained hereinherein or in the Financing Agreements; (ii) any defect in the title, airworthiness, eligibility of registration under the Act or any other Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any the Aircraft or any portion thereof (subject to the provisions of Section 9 Clause 11 (Event of Loss, Destruction, Requisition etc) hereof), any interruption or cessation in the use of or possession thereof by or availability to Sublessee Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessee, Head Lessor, any Guaranteed Lender, the Guaranteed Loan Agent, the Security Trustee, Ex-Im Bank, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to any Aircraft or any portion thereofthe Aircraft; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Sublease Agreement or any absence of right, power or authority of any Person to enter into this Subleaseany Financing Agreement; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessee, Head Lessor, the Security TrusteeOwner, any Guaranteed Lender, Secured Party or the Guaranteed Loan Agent or Ex-Im Bank Trustee; (vii) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, examinership, receivership liquidation or other like proceeding relating to Head Lessee, Lessor, Sublessee, Lessee Owner or the Security Loan Trustee or any disaffirmance, rejection or other action taken with respect to this Sublease Agreement or any other Operative Document by Head Lessor, Sublessee, Lessee, any Guaranteed Lender, the Guaranteed Loan Agent, the Security Trustee, Ex-Im Bank Financing Agreement or any other Person, or by any court, in any such proceeding; or (viii) Sublessee at any time having immunity from suitother circumstances or happening of any nature whatsoever, prejudgmentwhether or not similar to any of the foregoing; it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Agreement or the Financing Agreements.

Absolute Obligations. This Sublease Lease is a net lease, and, except as may otherwise be expressly provided hereinherein or in the other Operative Documents, it is intended that Sublessee Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes Taxes (other than Excluded Taxes) of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the use, operation, maintenance, repair, modification, alteration, replacement and leasing of any Aircraftthe Aircraft during the related Term, including the costs, expenses and taxes and similar levies as set forth in the Participation Note Purchase Agreement. SublesseeLessee’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason (subject to observance of the Sublessee's right to quiet enjoyment of the Aircraft)reason, including (i) any setoff, counterclaim, recoupment, defense or other right which Sublessee Lessee may have against Lessee, Head Lessor, any Guaranteed Lender, the Guaranteed Loan AgentPurchasers, the Security Trustee, Ex-Im Bank, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by Lessee Lessor of its warranties contained hereinherein or in the other Operative Documents; (ii) any defect in the title, airworthiness, eligibility of registration under any Applicable Lawapplicable law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any the Aircraft or any portion thereof (subject to the provisions of Section 9 (Loss, Destruction, Requisition etc) hereof), any interruption or cessation in the use of or possession thereof by or availability to Sublessee Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessee, Head Lessor, any Guaranteed Lender, the Guaranteed Loan AgentPurchasers, the Security Trustee, Ex-Im Bank, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to any the Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Sublease Lease or any absence of right, power or authority of any Person to enter into this Subleaseany Operative Document; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessee, Head Lessor, the Security Trustee, any Guaranteed Lender, Trustee or the Guaranteed Loan Agent or Ex-Im Bank Purchasers; (viivi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, examinership, receivership liquidation or other like proceeding relating to Head LessorLessee, Sublessee, Lessee Lessor or the Security Trustee any Secured Party or any disaffirmance, rejection or other action taken with respect to this Sublease or Lease, any other Operative Document Document, by Head Lessor, Sublessee, Lessee, any Guaranteed Lender, the Guaranteed Loan AgentPurchasers, the Security Trustee, Ex-Im Bank Trustee or any other Person, or by any court, in any such proceeding; (viiivii) Sublessee Lessee at any time having immunity from suit, prejudgmentprejudgment attachment, attachment in aid of execution or execution on the grounds of sovereignty or otherwise, which immunity, if any, Lessee hereby expressly waives; (viii) any restrictions applicable to Lessee on the transfer or conversion of currency; or (ix) any other circumstances or happening of any nature whatsoever, whether or not similar to any of the foregoing; it being the express intention of Lessor and Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease or the other Operative Documents. [Lease Agreement [VIRGIN/NPA MSN 6965]] This Lease shall not, except as expressly set forth herein, be cancelable by Lessee and, except as expressly set forth elsewhere in this Lease, Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, xxxxx, cancel, quit, reduce, defer, suspend or surrender this Lease or the Aircraft or any obligation imposed upon Lessee hereunder or under the other Operative Documents (including payment of Rent), except in accordance with the terms hereof and thereof. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of applicable law, except as specifically provided herein, Lessee, if and to the extent that Lessee retains the use and possession of the Aircraft, nonetheless agrees to pay to Lessor in respect of the Aircraft an amount equal to each Basic Rent payment and any Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms hereof and the other Operative Documents had this Lease not been terminated in whole or in part and so long as such payments are made and all other terms and conditions hereof are complied with by Lessee, Lessor and Lessee will deem this Lease to remain in full force and effect. Nothing contained in this Lease shall be construed as a waiver of Lessee’s right to seek any claim against the Lessor, the Security Trustee, any Secured Party or any other Person arising out of the transactions contemplated by the Operative Documents in a separate proceeding.

Absolute Obligations. This Sublease Lease is a net lease, and, except as may otherwise be expressly provided hereinherein or in the other Financing Agreements, it is intended that Sublessee the Lessee shall pay or cause to be paid all costs, charges, fees, assessments, expenses, withholdings and taxes Taxes of every character whether foreseen or unforeseen, ordinary or extraordinary, incurred in connection with or arising out of the import, use, operation, maintenance, repair, modification, alteration, replacement replacement, leasing, subleasing and leasing sale of the Aircraft and any Aircraftother amounts hereunder during the Term, including the costs, expenses and taxes Taxes and similar levies as set forth in the Participation Agreement. SublesseeThe Lessee’s obligation to pay all Rent and to perform all other obligations hereunder is absolute and unconditional and shall not be affected or reduced by any circumstances or for any reason (subject to observance of the Sublessee's right to quiet enjoyment of the Aircraft)reason, including (i) any setoff, counterclaim, recoupment, defense or other right which Sublessee the Lessee may have against Lessee, Head the Lessor, any Guaranteed Lenderthe Noteholders, the Guaranteed Loan AgentTrustee, the Security Trustee, Ex-Im Bank, the Manufacturer, the Engine Manufacturer or any Person providing services with respect to any the Aircraft, or any other Person, for any reason whatsoever (whether in connection with the transactions contemplated hereby or otherwise), including any breach by Lessee the Lessor of its warranties contained hereinherein or in the other Financing Agreements; (ii) any defect in the title, airworthiness, eligibility of registration under any Applicable Law, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of, any the Aircraft or any portion thereof (subject to the provisions of Section 9 (Loss, Destruction, Requisition etc) hereof), any interruption or cessation in the use of or possession thereof by or availability to Sublessee the Lessee for any reason whatsoever, whether arising out of or related to an act or omission of Lessee, Head the Lessor, any Guaranteed Lenderthe Noteholders, the Guaranteed Loan AgentTrustee, the Security Trustee, Ex-Im Bank, the Manufacturer, the Engine Manufacturer or any other Person; (iii) any Lien with respect to any the Aircraft or any portion thereof; (iv) the invalidity or unenforceability or lack of due authorization or other infirmity of this Sublease Lease or any absence of right, power or authority of any Person to enter into this Subleaseany Financing Agreement; (v) any Taxes; (vi) any change, waiver, extension, indulgence or liability or other act or omission in respect of any liability or obligation of Lessee, Head the Lessor, the Security Loan Trustee, any Guaranteed Lender, the Guaranteed Loan Agent Liquidity Provider or Ex-Im Bank any Pass Through Trustee; (vii) any bankruptcy, insolvencyInsolvency, reorganization, composition, adjustment, dissolution, liquidation, examinership, receivership Liquidation Proceeding or other like proceeding relating to Head the Lessee, the Lessor, Sublessee, Lessee any Secured Party or the Security Loan Trustee or any disaffirmance, rejection or other action taken with respect to this Sublease Lease or any other Operative Document Financing Agreement by Head the Lessor, Sublessee, Lesseethe Loan Trustee, any Guaranteed LenderLiquidity Provider, the Guaranteed Loan Agent, the Security Trustee, Ex-Im Bank any Pass Through Trustee or any other Person, or by any court, in any such proceeding; (viii) Sublessee the Lessee at any time having immunity from suit, prejudgmentprejudgment attachment, attachment in aid of execution or execution on the grounds of sovereignty or otherwise, which immunity, if any, the Lessee hereby expressly waives; (ix) any restrictions applicable to the Lessee on the transfer or conversion of currency; or (x) any other circumstances or happening of any nature whatsoever, whether or not similar to any of the foregoing; it being the express intention of the Lessor and the Lessee that all Rent payable hereunder shall be payable in all events, unless the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease or the other Financing Agreements. This Lease shall not, except as expressly set forth herein, be cancelable by the Lessee and, except as expressly set forth elsewhere in this Lease, the Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, axxxx, cancel, quit, reduce, defer, suspend or surrender this Lease or the Aircraft or any obligation imposed upon the Lessee hereunder or under the other Financing Agreements (including, without limitation, payment of Rent), except in accordance with the terms hereof and thereof. If for any reason whatsoever this Lease shall be terminated in whole or in part by operation of Applicable Law, except as specifically provided herein, the Lessee, if and to the extent that the Lessee retains the use and possession of the Aircraft, nonetheless agrees to pay to the Lessor an amount equal to the Note Value and any Supplemental Rent then due. Nothing contained in this Lease shall be construed as a waiver of the Lessee’s right to seek any claim against the Lessor, the Loan Trustee, any Secured Party or any other Person arising out of the transactions contemplated by the Financing Agreements in a separate proceeding.