Common use of Purchase Agreement Assignment Clause in Contracts

Purchase Agreement Assignment. 7. Nothing contained herein will subject Boeing to any liability to which it would not otherwise be subject under the Boeing Purchase Agreement or modify in any respect the contract rights of Boeing thereunder, or require Boeing to divest itself of title to or possession of the Aircraft or other things until delivery thereof and payment therefore as provided therein. 8. Notwithstanding anything in this Assignment to the contrary, after receipt of notice of any event of default or termination under [specify document], Boeing will continue to owe to Assignor moneys in payment of claims made or obligations arising before such notice, which moneys may be subject to rights of set-off available to Boeing under applicable law. Similarly, after receipt of notice that such event of default or termination no longer continues, Boeing will continue to owe to Assignee moneys in payment of claims made or obligations arising before such notice, which moneys may be subject to rights of set-off available to Boeing under applicable law. 9. Effective at any time after an event of default has occurred, and for so long as such event of default is continuing, Assignor does hereby constitute Assignee, Assignor's true and lawful attorney, irrevocably, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Boeing Purchase Agreement in respect of the Aircraft, to the extent assigned by this Assignment. 10. Assignee agrees, expressly for the benefit of Boeing and Assignor that it will not disclose, directly or indirectly, any terms of the Boeing Purchase Agreement; provided, that Assignee may disclose any such information (a) to its special counsel and public accountants, (b) as required by applicable law to be disclosed or to the extent that Assignee may have received a subpoena or other written demand under color of legal right for such information, but it will first, as soon as practicable upon receipt of such requirement or demand, furnish an explanation of the basis thereof to Boeing, and will afford Boeing reasonable opportunity, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, and (c) to any bona fide potential purchaser or lessee of the Aircraft. Any disclosure pursuant to (a) and (c) above will be subject to execution of a confidentiality agreement substantially similar to this paragraph 10. 11. This Assignment may be executed by the parties in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. 12. This Assignment will be governed by, and construed in accordance with, the laws of ____________________. ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ II __________________________ __________________________ as Assignor as Assignee By _________________________ By _________________________ Name: Name: Title: Title: [If the Assignment is further assigned by Assignee in connection with a financing, the following language needs to be included.] Attest: The undersigned, as ///Indenture Trustee/Agent// for the benefit of the Loan //Participants/Mortgagee/// and as assignee of, and holder of a security interest in, the estate, right, and interest of the Assignee in and to the foregoing Purchase Agreement Assignment and the Purchase Agreement pursuant to the terms of a certain //Trust Indenture/Mortgage// dated as of __________, 20_____, agrees to the terms of the foregoing Purchase Agreement Assignment and agrees that its rights and remedies under such //Trust Indenture/Mortgage// will be subject to the terms and conditions of the foregoing Purchase Agreement Assignment, including, without limitation, paragraph 6. [Name of Entity] as //Indenture Trustee/Agent// By:____________________________ Name: Title: ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ II CONSENT AND AGREEMENT OF THE BOEING COMPANY THE BOEING COMPANY, a Delaware corporation (Boeing), hereby acknowledges notice of and consents to the foregoing Purchase Agreement Assignment (Assignment) as it relates to Boeing in respect of the Aircraft. Boeing confirms to Assignee that: all representations, warranties, indemnities and agreements of Boeing under the Boeing Purchase Agreement with respect to the Aircraft will, subject to the terms and conditions thereof and of the Assignment, inure to the benefit of Assignee to the same extent as if Assignee were originally named "Customer" therein. This Consent and Agreement will be governed by, and construed in accordance with, the law of the State of Washington, excluding the conflict of laws principles thereof. Dated as of __________, 20_____. THE BOEING COMPANY By _________________________ Name: Title: Attorney-in-Fact Aircraft Manufacturer’s Serial Number(s) ____________________ ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ II Boeing Commercial Airplanes ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ U.S.A. Attention: Vice President - Contracts Mail Code 21-34 In connection with the sale by ____________________ (Seller) to ____________________ (Purchaser) of the aircraft identified below, reference is made to Purchase Agreement No. __________ dated as of __________, 20_____, between The Boeing Company (Boeing) and Seller (Purchase Agreement) under which Seller purchased certain Boeing Model _____ aircraft, including the aircraft bearing Manufacturer's Serial No.(s) ____________________ (Aircraft). The Purchase Agreement incorporated by reference Aircraft General Terms Agreement <AGTA> (AGTA). Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement. Seller has sold the Aircraft, including in that sale the assignment to Purchaser of all remaining rights related to the Aircraft under the Purchase Agreement. To accomplish this transfer of rights, as authorized by the provisions of the Purchase Agreement: 1. Purchaser acknowledges it has reviewed those provisions of the Purchase Agreement related to those rights assigned and agrees to be bound by and comply with all applicable terms and conditions of the Purchase Agreement, including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C to the AGTA and the insurance provisions in Article 8.2 of the AGTA. Purchaser further agrees upon the written request of Boeing, to promptly execute and deliver such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of Purchaser’s agreements in this paragraph; and 2. Seller will remain responsible for any payments due Boeing as a result of obligations relating to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter. ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III [ * ] LA Attachment Page 11 We request that Boeing acknowledge receipt of this letter and confirm the transfer of rights set forth above by signing the acknowledgment and forwarding one copy of this letter to each of the undersigned. Very truly yours, Seller Purchaser By _______________________ Its _______________________ Dated ____________________ By ______________________ Its ______________________ Dated ___________________ Receipt of the above letter is acknowledged and the assignment of rights under the Purchase Agreement with respect to the Aircraft described above is confirmed, effective as of this date. THE BOEING COMPANY By _________________________ Its Attorney-in-Fact Dated _______________________ Aircraft Manufacturer’s Serial Number ____________________ ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III Boeing Commercial Airplanes ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ U.S.A. Attention: Vice President - Contracts Mail Code 21-34 In connection with the lease by ____________________ (Lessor) to ____________________ (Lessee) of the aircraft identified below, reference is made to Purchase Agreement No. __________ dated as of __________, 20_____, between The Boeing Company (Boeing) and Lessor (Purchase Agreement) under which Lessor purchased certain Boeing Model _____ aircraft, including the aircraft bearing Manufacturer’s Serial No.(s) ____________________ (Aircraft). The Purchase Agreement incorporated by reference Aircraft General Terms Agreement <AGTA> (AGTA). Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement. Lessor has leased the Aircraft, including in that lease the transfer to Lessee of all remaining rights related to the Aircraft under the Purchase Agreement. To accomplish this transfer of rights, as authorized by the provisions of the Purchase Agreement: 1. Lessor authorizes Lessee to exercise, to the exclusion of Lessor, all rights and powers of Lessor with respect to the remaining rights related to the Aircraft under the Purchase Agreement. This authorization will continue until Boeing receives written notice from Lessor to the contrary, addressed to Vice President – Contracts, Mail Code 21-34, Boeing Commercial Airplanes, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Until Boeing receives such notice, Boeing is entitled to deal exclusively with Lessee with respect to the Aircraft under the Purchase Agreement. With respect to the rights and obligations of Lessor under the Purchase Agreement, all actions taken or agreements entered into by Lessee during the period prior to Boeing’s receipt of this notice are final and binding on Lessor. Further, any payments made by Boeing as a result of claims made by Lessee will be made to the credit of Lessee. ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ IV [ * ] LA Attachment Page 13

Purchase Agreement Assignment. 7. Nothing contained herein will subject Boeing to any liability to which it would not otherwise be subject under the Boeing Purchase Agreement or modify in any respect the contract rights of Boeing thereunder, or require Boeing to divest itself of title to or possession of the Aircraft or other things until delivery thereof and payment therefore as provided therein. 8. Notwithstanding anything in this Assignment to the contrary, after receipt of notice of any event of default or termination under [specify document], Boeing will continue to owe to Assignor moneys in payment of claims made or obligations arising before such notice, which moneys may be subject to rights of set-off available to Boeing under applicable law. Similarly, after receipt of notice that such event of default or termination no longer continues, Boeing will continue to owe to Assignee moneys in payment of claims made or obligations arising before such notice, which moneys may be subject to rights of set-off available to Boeing under applicable law. 9. Effective at any time after an event of default has occurred, and for so long as such event of default is continuing, Assignor does hereby constitute Assignee, Assignor's ’s true and lawful attorney, irrevocably, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Boeing Purchase Agreement in respect of the Aircraft, to the extent assigned by this Assignment. 10. Assignee agrees, expressly for the benefit of Boeing and Assignor that it will not disclose, directly or indirectly, any terms of the Boeing Purchase Agreement; provided, that Assignee may disclose any such information information (a) to its special counsel and public accountants, (b) as required by applicable law to be disclosed or to the extent that Assignee may have received a subpoena or other written demand under color of legal right for such information, but it will first, as soon as practicable upon receipt of such requirement or demand, furnish an explanation of the basis thereof to Boeing, and will afford Boeing reasonable opportunity, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, and (c) to any bona fide potential purchaser or lessee of the Aircraft. Any disclosure pursuant to (a) and (c) above will be subject to execution of a confidentiality agreement substantially similar to this paragraph 10. 11. This Assignment may be executed by the parties in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument. 12. This Assignment will be governed by, and construed in accordance with, the laws of ____________________[ ]. ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ II __________________________ __________________________ as Assignor as Assignee By _________________________ By _________________________ Name: Name: Title: Title: [If the Assignment is further assigned by Assignee in connection with a financing, the following language needs to be included.] Attest: The undersigned, as ///Indenture [Indenture Trustee/Agent// Agent for the benefit of the Loan //ParticipantsParticipants/Mortgagee/// Mortgagee] and as assignee of, and holder of a security interest in, the estate, right, and interest of the Assignee in and to the foregoing Purchase Agreement Assignment and the Purchase Agreement pursuant to the terms of a certain //Trust [Trust Indenture/Mortgage// Mortgage] dated as of __________, 20_____, agrees to the terms of the foregoing Purchase Agreement Assignment and agrees that its rights and remedies under such //Trust [Trust Indenture/Mortgage// will Mortgage] shall be subject to the terms and conditions of the foregoing Purchase Agreement Assignment, including, without limitation, paragraph 6. [Name of Entity] ], as //Indenture Indenture Trustee/Agent// By:____________________________ Agent Name: Title: ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ II CONSENT AND AGREEMENT OF THE BOEING COMPANY THE BOEING COMPANY, a Delaware corporation (Boeing), hereby acknowledges notice of and consents to the foregoing Purchase Agreement Assignment (Assignment) as it relates to Boeing in respect of the Aircraft). Boeing confirms to Assignee that: all representations, warranties, indemnities and agreements of Boeing under the Boeing Purchase Agreement with respect to the Aircraft will, subject to the terms and conditions thereof and of the Assignment, inure to the benefit of Assignee to the same extent as if Assignee were originally named "“Customer" ” therein. This Consent and Agreement will be governed by, and construed in accordance with, the law of the State of Washington, excluding the conflict of laws principles thereof. Dated as of __________, 20_____. THE BOEING COMPANY By _________________________ 199 Name: Title: Attorney-in-Fact Aircraft Manufacturer’s Serial Number(s) ____________________ ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ II Boeing Commercial Airplanes ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ U.S.A. Attention: Vice President - Contracts Mail Code 21-34 In connection with the sale by ____________________ (Seller) to ____________________ (Purchaser) of the aircraft identified below, reference is made to Purchase Agreement No. __________ dated as of __________, 20_____, between The Boeing Company (Boeing) and Seller (Purchase Agreement) under which Seller purchased certain Boeing Model _____ aircraft, including the aircraft bearing Manufacturer's Serial No.(s) ____________________ (Aircraft). The Purchase Agreement incorporated by reference Aircraft General Terms Agreement <AGTA> (AGTA). Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement. Seller has sold the Aircraft, including in that sale the assignment to Purchaser of all remaining rights related to the Aircraft under the Purchase Agreement. To accomplish this transfer of rights, as authorized by the provisions of the Purchase Agreement: 1. Purchaser acknowledges it has reviewed those provisions of the Purchase Agreement related to those rights assigned and agrees to be bound by and comply with all applicable terms and conditions of the Purchase Agreement, including, without limitation, the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit C to the AGTA and the insurance provisions in Article 8.2 of the AGTA. Purchaser further agrees upon the written request of Boeing, to promptly execute and deliver such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of Purchaser’s agreements in this paragraph; and 2. Seller will remain responsible for any payments due Boeing as a result of obligations relating to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter. ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III [ * ] LA Attachment Page 11 We request that Boeing acknowledge receipt of this letter and confirm the transfer of rights set forth above by signing the acknowledgment and forwarding one copy of this letter to each of the undersigned. Very truly yours, Seller Purchaser By _______________________ Its _______________________ Dated ____________________ By ______________________ Its ______________________ Dated ___________________ Receipt of the above letter is acknowledged and the assignment of rights under the Purchase Agreement with respect to the Aircraft described above is confirmed, effective as of this date. THE BOEING COMPANY By _________________________ Its Attorney-in-Fact Dated _______________________ Aircraft Manufacturer’s Serial Number ____________________ ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III Boeing Commercial Airplanes ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ U.S.A. Attention: Vice President - Contracts Mail Code 21-34 In connection with the lease by ____________________ (Lessor) to ____________________ (Lessee) of the aircraft identified below, reference is made to Purchase Agreement No. __________ dated as of __________, 20_____, between The Boeing Company (Boeing) and Lessor (Purchase Agreement) under which Lessor purchased certain Boeing Model _____ aircraft, including the aircraft bearing Manufacturer’s Serial No.(s) ____________________ (Aircraft). The Purchase Agreement incorporated by reference Aircraft General Terms Agreement <AGTA> (AGTA). Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement. Lessor has leased the Aircraft, including in that lease the transfer to Lessee of all remaining rights related to the Aircraft under the Purchase Agreement. To accomplish this transfer of rights, as authorized by the provisions of the Purchase Agreement: 1. Lessor authorizes Lessee to exercise, to the exclusion of Lessor, all rights and powers of Lessor with respect to the remaining rights related to the Aircraft under the Purchase Agreement. This authorization will continue until Boeing receives written notice from Lessor to the contrary, addressed to Vice President – Contracts, Mail Code 21-34, Boeing Commercial Airplanes, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Until Boeing receives such notice, Boeing is entitled to deal exclusively with Lessee with respect to the Aircraft under the Purchase Agreement. With respect to the rights and obligations of Lessor under the Purchase Agreement, all actions taken or agreements entered into by Lessee during the period prior to Boeing’s receipt of this notice are final and binding on Lessor. Further, any payments made by Boeing as a result of claims made by Lessee will be made to the credit of Lessee. ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ IV [ * ] LA Attachment Page 13Fact