The Seller agrees, by acquisition of the Registrable Securities, that no Seller shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless the Seller has furnished [[Organization A:Organization]] with a completed Notice and Questionnaire as required pursuant to [Section (a)(v)] and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to [[Organization A:Organization]] all information required to be disclosed in order to make the information previously furnished to [[Organization A:Organization]] by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as [[Organization A:Organization]] may from time to time reasonably request. Any sale of any Registrable Securities by the Seller shall constitute a representation and warranty by the Seller that the information relating to the Seller and its plan of distribution is as set forth in the Prospectus delivered by the Seller in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by the Seller or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Seller or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. The Seller further agrees not to sell any Registrable Securities pursuant to the Registration Statement without delivering, or, if permitted by applicable securities law, making available, to the purchaser thereof a Prospectus in accordance with the requirements of applicable securities laws. The Seller further agrees that the Seller will not make any offer relating to the Registrable Securities pursuant to the Registration Statement that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus, unless it has obtained the prior written consent of [[Organization A:Organization]].

Subject to satisfaction or (if permissible) waiver of the conditions set forth in Clause 2.3, at the Closing, the Seller shall deliver (or cause one or more of its Affiliates to deliver) to the Buyer:

Seller’s Indemnity. Seller hereby covenants and agrees that it will pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Buyer Indemnitee from and against, any and all liabilities, Taxes, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Buyer Indemnitee in any way relating to, resulting from or arising out of # any inaccuracy or breach of any representation or warranty made by Seller under this Agreement or any Seller Agreements, # any failure by Seller to have observed or performed any of its obligations under or in connection with this Agreement or any Seller Agreements, or # any claims made after Closing, solely to the extent any such claim is attributable to # actions or omissions occurring prior to Closing, or # the existence of any Liens on the Aircraft attributable to the period occurring prior to Closing.

Seller’s Warranties. Seller warrants to the Company [and [[Organization A:Organization]] Lux] that:

Seller’s Remedies. Should Purchaser breach any term of this Contract and such default continues beyond the Cure Right Period (as defined in Article VII below), Seller shall be entitled, as Seller's sole and exclusive remedy for any default other than a failure of Purchaser to honor its indemnity and hold harmless obligations under [Section 2.03] of this Contract, to # waive the contractual obligations of Purchaser in writing; or # extend the time for performance by such period of time as may be mutually agreed upon in writing by the Parties hereto; or # terminate this Contract and require the Title Company to pay the Earnest Money on deposit to Seller as liquidated damages for such default and not as a penalty, in which event the Parties shall be released herefrom and shall have no further rights, obligations, or responsibilities hereunder, except the continuing obligations of Purchaser pursuant to [Section 2.03] of this Contract. Purchaser agrees that the damages incurred by Seller in the event Purchaser defaults under this Contract and fails to complete the purchase of the Property would be difficult to ascertain and Purchaser agrees that forfeiture of the Earnest Money to Seller is a reasonable remedy. Seller's extension of the time for Purchaser's performance pursuant to [clause (ii) above] shall not constitute an election of remedies and shall not prohibit Seller's exercise of Seller's other remedies set forth above in the event Purchaser fails to cure such breach prior to the expiration of such extension period. Notwithstanding the above provisions of this Section 5.01, the indemnity and hold harmless obligations of Purchaser described in [Section 2.03] of this Contract shall be specifically enforceable by Seller at any time and shall survive any termination of this Contract. Seller shall be entitled to pursue all of its legal and equitable remedies to specifically enforce the obligations of Purchaser described in [Section 2.03] of this Contract and shall be entitled to recover all costs and expenses of such enforcement proceedings, including, without limitation, all reasonable attorney’s fees and expenses.

Seller’s Closing Certificate. At the Closing, Seller shall deliver to Buyer a certificate of the Secretary or another officer of Seller, dated the Closing Date, certifying as to # the incumbency of the officers of Seller executing the Transaction Documents and # the attached copies of Seller’s organizational documents and resolutions adopted by Seller’s Board of Directors authorizing the execution and delivery by Seller of the Transaction Documents and the consummation by Seller of the transactions contemplated thereby.

Seller’s Membership Interest. Seller’s Membership Units are duly and validly authorized, fully paid and non-assessable, and are owned by Seller free and clear of any liens or encumbrances. No such membership unit was issued in violation of any preemptive or similar rights.

Seller is not in default under any of the Seller Contracts, and, to the Seller’s knowledge, no third party is in default under any of the Seller’s Assets. The Seller’s Assets, together with the assets held by the Company, constitutes all of the assets necessary to operate the business of the Seller and the Company as currently conducted.

Seller’s Pre-Closing Covenants. Seller hereby covenants and agrees from the date hereof to the Closing Date that it will comply, and it will cause the Company to comply, with the following:

Seller’s Conditions to Closing. The obligation of Seller to sell, transfer and convey the Shares at the Closing is subject to the fulfillment to Seller’s satisfaction, on or prior to the Closing Date, of the following conditions.