Common use of Familiarization Programs Clause in Contracts

Familiarization Programs. a. The familiarization programs specified below are offered [*****] with regards to the Aircraft, [*****] and which differ from or are supplementary to the familiarization programs described herein. b. The familiarization programs shall be conducted by the Embraer designated training provider, in accordance with the scope, syllabi and duration of the training program developed by Embraer or the Embraer-designated training provider, in accordance with all applicable regulations and requirements of and approved by the Airworthiness Authority. Buyer may choose to use the training program of Embraer “as is” or to develop its own training program based on that of Embraer. In any case Buyer shall be solely responsible for preparing and submitting its training programs to the Airworthiness Authority for approval. c. All familiarization programs shall be provided at the training centers of Embraer or its qualified designated representative at its training center or in such other location as Embraer or training provider may reasonably designate. Buyer shall be responsible for costs and expenses related to training services (including but not limited to instructor travel tickets, local transportation, lodging, per diem and non-productive days) carried outside such designated training facilities. Embraer shall use commercially reasonable efforts to make the familiarization programs available in Brazil to the extent that the use of an EMBRAER 195 full flight simulator (“FFS”), or other training devices which are not available in Brazil, is not required. Whenever a FFS or other training devices which are not available in Brazil is required for the familiarization Embraer shall use commercially reasonable efforts to secure training is available to Buyer at an Embraer-designated training provider in the United States, Central America or South America. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. Notwithstanding any of the foregoing to the contrary, in consideration of Buyer entering into a Purchase Agreement with Embraer [*****] [*****] [*****] d. Notwithstanding the eventual use of the term “training” in this paragraph 2.3.1, the intent of this program is solely to familiarize Buyer’s pilots, mechanics, employees or representatives with the operation and maintenance of the Aircraft. It is not the intent of Embraer to provide basic training (“ab-initio”) to any representatives of Buyer. e. Any trainee appointed by Buyer for participation in any of the familiarization programs shall be duly qualified per the governing body in the country of Buyer’s operation and fluent in the English language as all training will be conducted in, and all training material will be presented in, such language. Pilots and mechanics shall also have previous experience in the operation and maintenance, as applicable, of jet aircraft or, as a minimum, of twin-engine turboprop aircraft. Neither Embraer nor training provider make any representation or give any guarantee regarding the successful completion of any training program by Buyers trainees, for which Buyer is solely responsible. f. The familiarization programs shall be carried out prior to the Contractual Delivery Date of the last Aircraft, in accordance with a schedule to be agreed upon by Buyer and Embraer not less than one hundred twenty [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. (120) Days prior to the intended beginning of such training schedule. Buyer shall give [*****] advance notice to Embraer of the full name and professional identification data of each trainee. Substitutions of appointed trainees will not be accepted during this period. g. Training entitlements regarding each Aircraft that remain unused up to six (6) months following the Actual Delivery Date of such Aircraft shall expire and Buyer shall be deemed to have [*****] its rights to such service, no refund or compensation being due by Embraer to Buyer in this case. h. The familiarization programs referred to above covers: h.1 One (1) Pilot familiarization program including (i) a [*****] ground familiarization course as regards Aircraft systems, weight and balance, performance and normal/emergency procedures for up to [*****] and, (ii) [*****] simulator sessions of [*****] Simulator training includes the services of an instructor and will be carried out on a level D simulator. Buyer shall be solely responsible for selecting experienced training pilots that are fluent in English and duly qualified in multi-engine aircraft operations, navigation and communication. h.2 One (1) maintenance familiarization course for up to [*****] qualified mechanics [*****]. This course shall consist of classroom familiarization with Aircraft systems and structures and shall be in accordance with ATA specification 104, level III. h.3 One (1) Flight Attendant [*****] course for up to [*****] to a [*****] course as regards emergency and abnormal duties, crowd control management, handling of dangerous goods and emergency procedures. i. The presence of Buyer’s authorized trainees shall be allowed exclusively in those areas related to the subject matter hereof and Buyer agrees to hold harmless Embraer from and against all and any kind of liabilities in respect of such trainees to the extent permitted by law.

Familiarization Programs. a. The familiarization programs specified below are offered [*****] with regards to the Aircraft, [*****] and which differ from or are supplementary to the familiarization programs described herein. b. The familiarization programs shall be conducted by the Embraer designated training provider, in accordance with the scope, syllabi and duration of the training program developed by Embraer or the Embraer-Embraer- designated training provider, in accordance with all applicable regulations and requirements of and approved by the Airworthiness Authority. Buyer may choose to use the training program of Embraer “as is” or to develop its own training program based on that of Embraer. In any case Buyer shall be solely responsible for preparing and submitting its training programs to the Airworthiness Authority for approval. c. All familiarization programs shall be provided at the training centers of Embraer or its qualified designated representative at its training center or in such other location as Embraer or training provider may reasonably designate. Buyer shall be responsible for costs and expenses related to training services (including but not limited to instructor travel tickets, local transportation, lodging, per diem and non-productive days) carried outside such designated training facilities. Embraer shall use commercially reasonable efforts to make the familiarization programs available in Brazil to the extent that the use of an EMBRAER 195 full flight simulator (“FFS”), or other training devices which are not available in Brazil, is not required. Whenever a FFS or other training devices which are not available in Brazil is required for the familiarization Embraer shall use commercially reasonable efforts to [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. secure training is available to Buyer at an Embraer-designated training provider in the United States, Central America or South America. [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. Notwithstanding any of the foregoing to the contrary, in consideration of Buyer entering into a Purchase Agreement with Embraer [*****] ]. [*****] [*****] d. Notwithstanding the eventual use of the term “training” in this paragraph 2.3.1, the intent of this program is solely to familiarize Buyer’s pilots, mechanics, employees or representatives with the operation and maintenance of the Aircraft. It is not the intent of Embraer to provide basic training (“ab-initio”) to any representatives of Buyer. e. Any trainee appointed by Buyer for participation in any of the familiarization programs shall be duly qualified per the governing body in the country of Buyer’s operation and fluent in the English language as all training will be conducted in, and all training material will be presented in, such language. Pilots and mechanics shall also have previous experience in the operation and maintenance, as applicable, of jet aircraft or, as a minimum, of twin-engine turboprop aircraft. Neither Embraer nor training provider make any representation or give any guarantee regarding the successful completion of any training program by Buyers trainees, for which Buyer is solely responsible. f. The familiarization programs shall be carried out prior to the Contractual Delivery Date of the last Aircraft, in accordance with a schedule to be agreed upon by Buyer and Embraer not less than one hundred twenty [*****] [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission. (120) Days prior to the intended beginning of such training schedule. Buyer shall give [*****] advance notice to Embraer of the full name and professional identification data of each trainee. Substitutions of appointed trainees will not be accepted during this period. g. Training entitlements regarding each Aircraft that remain unused up to six (6) months [*****] following the Actual Delivery Date of such Aircraft shall expire and Buyer shall be deemed to have [*****] its rights to such service, no refund or compensation being due by Embraer to Buyer in this case. h. The familiarization programs referred to above covers: h.1 One (1) Pilot familiarization program including (i) a [*****] ground familiarization course as regards Aircraft systems, weight and balance, performance and normal/emergency procedures for up to [*****] and, (ii) [*****] simulator sessions of [*****] ]. Simulator training includes the services of an instructor and will be carried out on a level D simulator. Buyer shall be solely responsible for selecting experienced training pilots that are fluent in English and duly qualified in multi-engine aircraft operations, navigation and communication. h.2 One (1) maintenance familiarization course for up to [*****] qualified mechanics [*****]. This course shall consist of classroom familiarization with Aircraft systems and structures and shall be in accordance with ATA specification 104, level III. h.3 One (1) Flight Attendant [*****] course for up to [*****] to a [*****] course as regards emergency and abnormal duties, crowd control management, handling of dangerous goods and emergency procedures. i. The presence of Buyer’s authorized trainees shall be allowed exclusively in those areas related to the subject matter hereof and Buyer agrees to hold harmless Embraer from and against all and any kind of liabilities in respect of such trainees to the extent permitted by law.