**Exhibit 10.12****AIRCRAFT LEASE AGREEMENT**     THIS AIRCRAFT LEASE AGREEMENT is entered into as of the 1st day of December, 2006 (the“**Commencement Date**”), by and between CROSS COUNTY CARRIERS, LIMITED, an Ohio limited liabilitycompany authorized to do business in Tennessee (the “**Lessor**”), and IdleAire TechnologiesCorporation, a Tennessee corporation (the “**Lessee**”).**WITNESSETH:**     WHEREAS, Lessor is the owner of the Aircraft (defined below);     WHEREAS, Lessee desires to lease from Lessor, and Lessor is willing to lease to Lessee, theAircraft, on a non-exclusive basis, subject to the terms and conditions of this Lease; and     WHEREAS, Lessee is qualified, or will retain the services of a Person that is qualified, inall respects to use and operate the Aircraft in accordance with the rules and regulations of theFAA (defined below) (the “**Federal Aviation Regulations**”) under Part 91 thereof.     NOW, THEREFORE, in consideration of the mutual covenants herein, Lessor and Lessee herebyagree as follows:**1. DEFINITIONS.**     Unless the context otherwise requires, the following terms, when capitalized, shall have thefollowing meanings for all purposes of this Lease Agreement, the following definitions to beequally applicable both to the singular and plural forms of the terms herein defined:     **1.1. Act.**“Act” shall mean the Federal Aviation Act of 1958, as amended from time to time, orany similar legislation of the United States enacted in substitution or replacement thereof.     **1.2. Aircraft.**“Aircraft” shall mean the Beech King Air 300 aircraft bearing manufacturer’sserial number FA-132 and FAA registration number N184D including all attached engines and any andall Parts (defined below).     **1.3. Business Day.**“Business Day” shall mean any Day other than Saturday, Sunday or anotherday on which banks in Tennessee are required or authorized to be closed.     **1.4. Day.**“Day” shall mean a twenty-four (24) hour period beginning at 12:00 a.m. and endingat 11:59 p.m.     **1.5. Designated Representative. ”**Designated Representative” shall mean Ambassador JetService, LLC, or any other Person named as such by Lessor by giving notice to Lessee as provided inherein. A copy of this Lease Agreement shall be deposited with the Designated Representative.
 

 
     **1.6. Event of Default.**“Event of Default” shall have the meaning specified in Section12 hereof.     **1.7. Event of Loss.**“Event of Loss” shall mean any of the following events: (i) the Aircraftshall become lost or stolen for a period greater than 3 days (or, if less, the remaining Term);(ii) the Insurance Proceeds (defined below) shall be received based upon an actual or constructivetotal loss with respect to the Aircraft; (iii) the Aircraft shall be destroyed or irreparablydamaged; (iv) title to the Aircraft shall be taken, seized, confiscated or requisitioned by anygovernmental body by condemnation or otherwise for a period stated to be or in fact in excess of 18months (or, if less, the remaining Term for such property); provided, however, that clause (iv) ofthis definition shall not apply to any requisition for use by the Government, provided that suchrequisition does not continue for a period exceeding the remaining Term.     **1.8. FAA.**“FAA” shall mean, as the context requires, the United States Federal AviationAdministration and/or the Administrator of the United States Federal Aviation Administration, orany person, governmental department, bureau, commission or agency succeeding to the functions ofeither of the foregoing.     **1.9. Flight Hour**. “Flight Hour” shall mean each hour or part thereof, elapsing from themoment the wheels of the Aircraft leave the ground on take-off to the moment when the wheels of theAircraft touch the ground on landing, in each case as recorded in the Aircraft log book or in anyother document recording flight time accepted by the FAA.     **1.10. Governmental Authority.**“Governmental Authority” shall mean and include (a) the FAA;(b) the United States Department of Transportation; (c) a generally recognized national government,or political subdivision thereof or local jurisdiction therein; (d) any board, Commission,department, division, organ, instrumentality, court, or agency of any entity described in (c)above; and (d) an association, organization, or institution of which any such entity described in(c) or (d) above is a member or to whose jurisdiction any such entity is subject or in whoseactivities any such entity is a participant but only (except for purposes of defining Law below) tothe extent that any of the preceding have jurisdiction over the Aircraft or its operations.     **1.11. Home Airport.**“Home Airport” shall mean McGhee-Tyson Airport.     **1.12. Indemnitee.**Indemnitee shall mean Lessor and its successors, permitted assigns,members, agents, employees, officers and servants.     **1.13. Initial Term.**“Initial Term” shall mean, unless the Lease is terminated earlier asprovided herein, the period commencing on the Commencement Date and ending on November 30, 2007.     **1.14. Insurance Proceeds.**“Insurance Proceeds” shall mean any insurance proceeds payable toLessor under policies of insurance obtained pursuant to Section 10.     **1.15. Law.**“Law” shall mean and include all applicable (a) laws, statute, decree,constitution, regulation, order, judgment or other directive of anyGovernmental Authority; (b) treaty, pact, compact or other agreement to which any Governmental Authority is asignatory or party; (c) any amendment or revision of any Law described in (a) or (b) above.
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     **1.16. Lease.**“Lease,” “Lease Agreement”, this “Agreement”, “herein”, “hereunder” or otherlike words shall mean and include this Lease Agreement and each amendment, modification orsupplement hereto from time to time entered into.     **1.17. Lease Year.**“Lease Year” shall mean any twelve (12) month period making up the InitialTerm or any Renewal Term.     **1.18. Parts. “**Parts” shall have the meaning set forth in Section 8 hereof.     **1.19. Person**. “Person” shall mean an individual, corporation, trust, partnership,unincorporated association, joint venture, association, joint-stock company, government or anyagency or political subdivision thereof or other entity.     **1.20. Rent**. “Rent” shall have the meaning set forth in Section 3.     **1.21. Reserved Flight Day.**“Reserved Flight Day” shall mean any Day reserved by Lessee foruse of the Aircraft.     **1.22. Taxes.**“Taxes” shall have the meaning given such term in Section 9 hereof.     **1.23. Term.**“Term” shall mean the Initial Term and any Renewal Term(s) (defined below).     **1.24. Third Party Lessee.**A “Third Party Lessee” shall mean any other lessee of the Aircraftwho enjoys concurrent, non-exclusive use of the Aircraft with Lessee.     **1.25. Unearned Rent.**“Unearned Rent” shall be an amount equal to the excess of (i) the totalRent paid by Lessee to Lessor hereunder during the applicable Lease Year as of the event givingrise to the need to compute Unearned Rent, over (ii) the actual amount earned by Lessor hereundertaking into account the actual number of Flight Hours the Aircraft is used by Lessee during theapplicable Lease Year as of the event giving rise to the need to compute Unearned Rent and theassociated rental rate for such hours. The total amount of the Unearned Rent calculated in thepreceding sentence, may be adjusted, as appropriate, based on any associated sales tax refundactually received by Lessor due to Sales Tax payments previously made on Flight Hours that are notused by Lessee.**2. AGREEMENT TO LEASE.**     **2.1. Lease**. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease fromLessor, the Aircraft on a non-exclusive basis as provided herein. During the Initial Term, inexchange for the Rent, Lessee shall be entitled to use the Aircraft for a total of seventy (70)Flight Hours (the “**Leased Hours**”). If this Lease is renewed, the number of Leased Hours in aRenewal Term shall be same number of Leased Hours during the Initial Term unless otherwise agreedto by the parties.
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     **2.2. Lawful and Proper Use Only**. Lessee agrees throughout the Term to use the Aircraft inaccordance with the laws and regulations of the United States and any country, state, territory ormunicipality into or over which Lessee may operate, and shall further comply with all health andpolice regulations and all rules and orders relating to the Aircraft to which the Aircraft may besubject in its use, operation, maintenance, modification, overhauling and condition during the termhereof including, but not limited to, maintaining strict adherence to Federal Aviation Regulationsspecifically as they relate to Federal Air Regulation Part 91. Lessee shall not employ, permit orcause the Aircraft to be used in any business which is forbidden by law or is otherwise illicit,nor knowingly carry illicit or prohibited goods. Lessee shall not use or permit the Aircraft to beused in any manner or for any purpose which is not covered by an insurance policy or policies whichLessor or Lessee is required to carry and maintain, or, for any purpose or for the carriage of anygoods of any description excepted or exempted from said policies, or do any other act or permit tobe done anything which could reasonably be expected to invalidate or limit any said insurancepolicy. Notwithstanding anything contained herein to the contrary, the Aircraft shall at all timesbe primarily used and located in the continental United States and may not be operated outside ofthe continental United States except to the Bahamas, Mexico, Caribbean and Canada. The Aircraftshall be based exclusively at the Home Airport.     **2.3. Non-Exclusive Lease.**This Lease is non-exclusive and does not prevent Lessee fromentering into similar arrangements with Third Party Lessees; provided, however, that Lessor use itsbest efforts not to enter into any lease with a Third Party Lessee that would preclude Lessee fromusing the Aircraft for the number of Leased Hours specified in Section 3. Notwithstandingthe forgoing to the contrary, Lessor makes no representations or warranties regarding the specifictime or specific number of Reserved Flight Days during which the Aircraft will be available toLessee or that Lessee will be able to use all of the Leased Hours prior to the end of the LeaseYear. As between Lessee and the Third Party Lessees, use of the Aircraft shall be on a first-come,first-served basis. Lessee and the Third Party Lessees shall contact the Designated Representativeto schedule use of the Aircraft by reserving the number of Reserved Flight Days that will berequired for a particular trip. Consistent with the non-exclusive nature of the Lease, Lessee maymake arrangements with Third Party Lessees to share Reserved Flight Days (“**Joint Trips**”) providedthat Lessee and the Third Party Lessee(s) notify the Designated Representative in advance of theexistence of a Joint Trip arrangement and the parties’ agreement as to who will be credited withthe Flight Hours associated with Joint Trip and who will assume operational control of theAircraft.**3. TERM AND PAYMENT.**     **3.1. Term**. Upon the conclusion of the Initial Term and any Renewal Term (defined herein),this Lease shall be automatically renewed for an additional twelve (12) month period (each a“**Renewal Term**”) unless Lessee or Lessor gives at least ninety (90) days prior written notice priorto the end of the then current Lease Year to the other of its intention not to renew this Lease.Furthermore, in the event Lessor intends to sell the Aircraft, Lessor shall have the right toterminate this Lease at any time upon giving Lessee one (1) month prior written notice oftermination. In the event that this Lease is terminated by Lessor prior to the expiration of theTerm for any reason, any Unearned Rent calculated as of the effective date of the termination ofthe Lease shall be returned to the Lessee by the Lessor, otherwise the Rent shall be due and owingto Lessor in all events.
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     **3.2. Rent.**During the Initial Term, Lessee shall pay Lessor the following amounts as rent forthe use of the Aircraft (“**Rent**”): (i) In exchange for Leased Hours, Lessee shall pay annual rent inthe amount of $53,487 (the “**Base Rent**”), which shall be paid in equal monthlyinstallments as provided herein; and  (ii) In addition to the Base Rent, Lessee shall pay the applicableTennessee sales tax (the “**Sales Tax**”) on the monthly installments of the BaseRent.The monthly installments of Base Rent, plus the applicable Sales Tax, shall be paid by Lessee toLessor no later than the third (3rd) Business Day of each month during the Lease Year.No refund will be given to Lessee if Lessee shall not use all of the Leased Hours during a LeaseYear. Unused Leased Hours from one Lease Year will not carryover to any subsequent Lease Years.If this Lease is extended for one or more Renewal Terms as provided in Section 3.1, theBase Rent for each Renewal Term shall be negotiated by Lessor and Lessee at the time this Lease isrenewed, and the appropriate Sales Tax shall be determined based on the amount of Base Rentcharged. If this Lease is renewed and the Base Rent or the number of Leased Hours is notrenegotiated, it shall be assumed that the Base Rent and the number of Leased Hours in theimmediately preceding Lease Year shall be the Base Rent and the number of Leased Hours in the newLease Year.     **3.3. Accelerated Rent; Additional Rent**.           **(A) **Base Rent is computed hereunder on the assumption that Lessee will utilize the LeasedHours on a consistent basis throughout each Lease Year. At the end of each quarter of each LeaseYear or upon the early termination of the Lease by Lessor, Lessor will review Lessee’s usage of theAircraft to determine if the Leased Hours have been over utilized on a year-to-date basis. In theevent that Lessee’s year-to-date Flight Hours exceed the prorated number of Leased Hours thatshould have been used on a year-to-date basis (e.g., 1/4 of the Leased Hours used through the firstthree months of the Lease Year), Lessee shall pay to Lessor, as accelerated rent (the “**AcceleratedRent**”), an amount equal to $764 multiplied by the number of Flight Hours over the prorated share ofLeased Hours that should have been used as of such date, plus the applicable Sales Tax on suchAccelerated Rent. The Accelerated Rent shall be paid by Lessee within five (5) Business Days ofnotice from the Lessor and shall be treated as an advance payment of Base Rent otherwise duehereunder with the monthly Base Rent due for subsequent months offset by the Accelerated Rent.           **(B) **In the event that Lessee’s use of the Aircraft exceeds the Leased Hours for a particularLease Year, Lessee shall pay to Lessor within five (5) Business Days of the end of the Flight thatresults in such overage, an amount equal to $818 times the total number of Flight Hours, orfraction thereof, Lessee has used the Aircraft during the Lease Year in excess of the Leased Hours,plus the applicable Sales Tax (the “**Additional Rent**”).     **3.4. Additional Leased Hours.**Once Lessee has used all of the Leased Hours, Lessee maypurchase additional time in one (1) hour blocks at Base Rent of $818 per Flight Hour, plusapplicable Sales Tax.
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     **3.5. Insurance.**The Base Rent charged hereunder shall include Lessee’s proportionate share ofinsurance acquired by Lessor pursuant to Section 10.**4. COVENANTS, REPRESENTATIONS AND WARRANTIES.**     **4.1. Lessor’s Representations and Warranties**. LESSOR SHALL NOT BE DEEMED TO HAVE MADE ORGIVEN, AND HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TOTHE TITLE, AIRWORTHINESS, CONDITION, MERCHANTABILITY, DESIGN, OPERATION OR FITNESS FOR USE OF THEAIRCRAFT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TOTHE AIRCRAFT except that Lessor represents that it is duly authorized to enter into this Agreementand to Lease the Aircraft to Lessee hereunder.     **4.2. Lessee’s Representations and Warranties**. Lessee covenants, represents and warrants thaton the date of execution of this Agreement and on the Commencement Date:          **(A) Entity Organization and Standing.**Lessee is a corporation duly organized and validlyexisting in good standing under the laws of the State of Tennessee, and is duly qualified andauthorized to do business and in good standing wherever necessary to substantially carry on itsbusiness and operations and to own its properties and to perform its obligations under this Lease.          **(B) Entity Authority.**Lessee has the full power, authority and legal right to enter into andperform the Lease, and the execution, delivery and performance of the Lease has been dulyauthorized by all necessary action on the part of Lessee, does not require any stockholder [member]approval or approval or consent of any trustee or holders of any indebtedness or obligations ofLessee, or such required approvals and consents have heretofore been duly obtained by Lessee, anddoes not and will not contravene any law, judgment, governmental rule, regulation or order bindingon Lessee or any of its subsidiaries or the chartering documents or by-laws of Lessee or any of itssubsidiaries or result in the breach of, constitute a default under, contravene the provisions of,or result in the creation of any lien, charge, encumbrance or security interest upon any propertyor assets of Lessee pursuant to any indenture, mortgage, contract or other agreement to whichLessee or any of its subsidiaries is a party or by which it is bound.          **(C) Binding Obligations.**The Lease constitutes a valid and legally binding obligation ofLessee enforceable against Lessee in accordance with the respective terms thereof, except as suchenforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium orother similar laws affecting creditors’ rights generally.**5. RETURN OF AIRCRAFT.**     Each time during the Term in which the Aircraft is returned to Lessor, Lessee agrees that theAircraft shall be clean, serviced (potty included) ready for the next flight, airworthy with allsystems functioning properly, in the same condition, and available for the same use within Lessor’soperations (including, without limitation, the same interiorconfiguration, cockpit arrangement/instrumentation, other operating systems and components), as when delivered toLessee hereunder, reasonable wear and tear excepted, and free and clear of all liens, encumbrancesor rights of others whatsoever except any lien placed on the Aircraft by Lessee.
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**6. MORTGAGES, LIENS, ETC.**     Lessee will not directly or indirectly create, incur, assume or suffer to exist any mortgage,pledge, lien, security interest, charge or encumbrance on or with respect to the Aircraft or titlethereto or any interest therein.**7. MAINTENANCE, USE, OPERATION, AND REGISTRATION.**     **7.1. Maintenance, Use, Operation, and Registration**. During the Term, Lessee, at its own costand expense, shall take, or cause to be taken on its behalf, the following actions:          **(A)**maintain the operational care, use, custody and control of the Aircraft while in thepossession of Lessee on each Reserved Flight Day during the Term hereof, including, but not limitedto, using qualified flight crews approved in advance by the Designated Representative, andoperating the Aircraft so as to keep the Aircraft in as good operating condition as when deliveredto Lessee hereunder, ordinary wear and tear excepted, and to cause the airworthiness certificate ofthe Aircraft to be maintained at all times under the Act and the Federal Aviation Regulations;          **(B)**pay all of the following operating costs associated with the operation of the Aircraft:fuel, oil, landing fees, airport charges, catering, flight crew, assessments and FAA charges;          **(C)**cause the Aircraft at all times after the Commencement Date to remain duly registered inthe United States, in the name of Lessor;          **(D)**maintain all flight records, report and file all Maintenance Transaction Reports, MajorRepair Orders, and any repair receipts incurred while in possession of Aircraft*,*logs and othermaterials required by the FAA to be maintained in respect of the Aircraft;          **(E)**maintain, in the English language, all materials required by any applicable GovernmentalAuthority to be maintained in respect of the Aircraft, and promptly furnish to Lessor upon Lessor’srequest such information as may be required to enable Lessor to file any reports required to befiled with any Governmental Authority because of Lessor’s ownership of the Aircraft;          **(F)**provide all necessary information, if reasonably required by Lessor, to enable Lessor tomonitor all warranty items associated with the Aircraft;          **(G)**notify Lessor or any other party designated by Lessor in a prompt and timely manner of allincidents and accidents resulting in damage or an Event of Loss with respect to the Aircraft, orany major component thereof and repair actions taken, in accordance with FAA approved repairdocumentation;
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          **(H)**maintain all records, logs, and other materials required to be maintained with respect tothe Aircraft by persons in operational control of the Aircraft under any applicable rules, laws orregulations and supply all such records, logs and other materials to Lessor or third parties asshall be necessary in order to implement any and all maintenance programs for the Aircraft andcopies of all records of maintenance performed during the Term, as requested by Lessor;          **(I)**immediately report to Lessor and/or the Designated Representative any and all Aircraftsquawks;          **(J)**file with the Designated Representative flight logs within twenty-four (24) hours ofcompletion of any flight showing the number of Flight Hours used by Lessee; and          **(K)**promptly furnish to the Designated Representative such information reasonably requested byLessor as may be required to enable Lessor to file any reports required to be filed by Lessor orwith any governmental authority.     **7.2. Limitations on Use of Aircraft**. Use of Aircraft shall be subject to the followinglimitations:          **(A)**Except as provided in Section 7.3 below, no trip scheduled by Lessee shall resultin the Aircraft being away from the Home Airport for more than three (3) consecutive ReservedFlight Days. If any such flight is scheduled by the Lessee, the Aircraft must be returned to theHome Airport for the Days between the Days that the actual flight(s) take(s) place;          **(B)**Lessee may not use the Aircraft for more than 47 Reserved Flight Days during any LeaseYear;          **(C)**Cancellation of a Reserved Flight Day less than 48 hours before scheduled departure willcreate a one (1) day charge against the Lessee’s Reserved Flight Days;          **(D)**Cancellation of a Reserved Flight Day less than 24 hours before scheduled departure will(i) create a charge against the Lessee’s Leased Hours equal to the calculated Flight Hours for thescheduled flight (one-way only), and (ii) result in a charge from the pilot equal to the pilot’shourly rate multiplied by the calculated Flight Hours for the scheduled flight (one-way only); and          **(E)**Lessee shall not use the Aircraft for any purpose or in any manner which would require: (i) Engine shutdowns while in flight;  (ii) Simulated engine out approaches/landings;  (iii) Any type of flight training; or  (iv) Operations under Federal Air Regulation Part 135.
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     **7.3. Repositioning.**Notwithstanding Section 7.2(A) above, Lessor, in Lessor’s solediscretion, may permit Lessee to reserve the Aircraft for more than three (3) consecutive ReservedFlight Days without requiring that the Aircraft be repositioned to its Home Airport as provided inSection 7.2(A). If Lessor agrees that the Aircraft does not have to be repositioned at theHome Airport, Lessee shall pay all costs associated with the flight crew for the entirety of thetrip, including, but not limited to, motels, meals, rental cars, per diem, and return flights forthe crew, if necessary. Furthermore, should Lessee desire to use the Aircraft during a Third PartyLessee’s Reserved Flight Days which requires the repositioning of the Aircraft, any Flight Hoursincurred to reposition the Aircraft (both to pick up the Lessee and to return the Aircraft to theThird Party Lessee) shall be treated as Leased Hours as to the Lessee.     **7.4. Flight Length; Landings.**It is anticipated that Lessee will not use the Aircraft in anymanner that results in an average accumulation of more than 1.2 landings per Leased Hour or anaverage accumulation of more than 1.2 engine starts/shutdowns per Leased Hour (each a “**Short Leg**”).Should Lessee’s use of the Aircraft result in a Short Leg, following such Short Leg, Lessee willbe billed a Short Leg Fee in the amount of Two Hundred Dollars ($200), which shall be paid withinfive (5) Business Days of the Short Leg.     **7.5. Maintenance.**Lessor at its own expense shall cause the Aircraft to be serviced,repaired, overhauled, tested and maintained in compliance with all applicable Federal AviationRegulations, including, but not limited to, Part 91 thereof. In no event shall Lessor have anyliability to Lessee for flights that must be cancelled due to any scheduled or unscheduledmaintenance.**8. TAX INDEMNITY.**     **8.1. Scope.**Lessee shall hold each Indemnitee harmless from liability for any and all taxes,including, but not limited to, sales, use, personal property, license, documentation, transfer,fuel, leasing, occupational, value added, excise, environmental and other taxes, levies, imposts,charges, fees, assessments or duties of any nature, together with any penalties, fines, charges,additions to tax or interest thereon, imposed by any taxing authority whether domestic or foreign(collectively, “**Taxes**”) imposed during the Term against or in respect of Lessor, any Indemnitee orthe Aircraft, by any Federal, state or local government or taxing authority in the United States,or by any foreign country or any taxing authority or governmental subdivision thereof, upon or withrespect to, based upon or measured by Lessee’s leasing, possession, use, operation (including, butnot limited to, landings and take-offs) of the Aircraft; provided, however, that Lessee shall haveno such obligation with respect to (A) Taxes imposed by a Governmental Authority upon or withrespect to, based on or measured by, the gross or net income of any Indemnitee including anyminimum tax, franchise taxes, tax on doing business, taxes on capital or net worth, and surtax orsimilar tax; (B) Taxes which result from the activities of the Lessor or Indemnitee in thejurisdiction imposing the liability that are unrelated to the transactions contemplated by thisLease, or the operation of the Aircraft by Lessee; (C) Taxes imposed as a result of a transfer,assignment or other disposition by Lessor of any of its rights with respect to the Aircraft; or (D)Taxes imposed as a direct and primary result of Lessor’s or any Indemnitee’s negligence or, anybreach by any Indemnitee of its obligations hereunder or accuracy of any representation, covenantor warranty given by any Indemnitee; (E) Taxes attributable to events or circumstances whichaccrue, occur or arise prior to the Commencement Date or subsequent to the expiration date of this Lease; or (F) Taxes attributable to paymentsor distributions from Lessee to any Indemnitee.
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     **8.2. Tax Savings.**If any Indemnitee realizes a reduction in Taxes that would otherwise bepayable or actually receives a refund of Taxes by reason of an indemnity payment under this sectionwhich reduction or refund was not otherwise taken into account in calculating Lessee’s taxindemnity obligation then the Indemnitee shall pay to the Lessee an amount equal to the sum of suchTax refund or reduction together with any interest received thereon.     **8.3. Contest.**The Lessor shall promptly advise the Lessee of any Tax audit commenced by anyGovernmental Authority that involves a Tax that a Lessee is obligated to indemnify Lessor. Lessorshall notify Lessee of any Tax return filings, audits or assessments so as to permit Lessee totimely contest the applicability or amount of any Taxes that Lessee is obligated to indemnifyLessor. Lessor shall, if requested by Lessee, cooperate in the contest of Taxes that must becontested in Lessor’s name.     **8.4. Reports.**Lessor shall, upon the request of Lessee, provide all information and recordsused in the preparation of Tax reports, returns, or statements with respect to any Tax that aLessee is obligated to indemnify Lessor.     **8.5. Survival.**The provisions of this Section 8 shall survive the expiration ortermination of this Lease.**9. EVENTS OF LOSS.**     **9.1. With Respect to the Aircraft.**Upon the occurrence of an Event of Loss with respect tothe Aircraft, Lessee shall forthwith (and in any event within two (2) days after such occurrence)give Lessor written notice of such Event of Loss, and Lessor and Lessee shall proceed diligentlyand cooperate fully with each other in the recovery of any and all Insurance Proceeds of insuranceapplicable thereto.     **9.2. Replacement of Parts**. Lessor will promptly replace all appliances, parts, instruments,appurtenances, accessories, furnishings and other equipment of whatever nature, excluding engines(herein called “**Parts**”), which may from time to time be incorporated or installed in or attached toAircraft and which may from time to time become worn out, lost, stolen, destroyed, seized,confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever.In addition, in the ordinary course of maintenance, service, repair, Lessee may, remove Parts,whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair orpermanently rendered unfit for use, provided that Lessee shall immediately replace such Parts. Allreplacement Parts shall be in as good operating condition as, and shall have a value and utility atleast equal to, the Parts replaced if such replaced Parts were in the condition and repair requiredto be maintained by the terms hereof. All Parts at any time removed from the Aircraft shall remainthe property of Lessor no matter where located, until such time as such Parts shall be replaced byParts which have been incorporated or installed in or attached to the Aircraft and which meet therequirements for replacement Parts specified above. Immediately upon any replacement Part becomingincorporated or installed in or attached to the Aircraft as above provided, without further act,(i) title to the replaced Part shall thereupon vest, free and clear in Lessor, and (ii) suchreplacement Part shall become subject to this Lease and deemed part of the Aircraft for allpurposes hereof to the same extent as the Parts originally incorporated or installed in or attachedto the Aircraft.
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     **9.3. Termination of Lease**. Upon the occurrence of an Event of Loss (i) resulting in thecomplete destruction of the Aircraft or (ii) rendering the Aircraft unfit for use where it isreasonably expected that the Aircraft will not be useable prior to the expiration of the thencurrent Lease Year, this Lease shall terminate and any Unearned Rent determined as of the Event ofLoss shall be returned to the Lessee.**10. INSURANCE.**     **10.1. Risks to be Insured, Etc.**Lessor will at all times carry and maintain in effect, orcause to be carried and maintained in effect, on the Aircraft, at its own cost and expense, (i)third party and passenger liability insurance; (ii) property damage liability insurance; (iii)aircraft all-risk hull insurance for the Aircraft; and (iv) war-risk insurance, in each case insuch amounts and in such form, including without limitation the form of the loss payable clauseand the designation of named insureds, and with such insurance companies, underwriters or funds ofrecognized responsibility as is acceptable to Lessor. Lessee’s proportionate share of the cost ofthe above described insurance is included in the Base Rent.     **10.2. Optional Insurance.**Lessee may at its option insure, or cause to be insured, Lessee’sleasehold and other interest in the Aircraft for an amount in addition to the amounts requiredabove. Any payment resulting from such insurance shall be paid over to and retained by Lessee solong as no Event of Default has occurred and/or is not continuing.     **10.3. Policy Provisions**. All liability policies acquired by Lessor may name Lessee asadditional insureds as their respective interests may appear; provided, however, that Lessor’sinsurable interest shall always have priority over the insurable interest of Lessee such that anyamounts paid pursuant to such policies shall be paid first to losses incurred by Lessor, if any,then to losses incurred by Lessee. All policies obtained by Lessee shall waive any right ofsubrogation of the insurers against Lessor.**11. ASSIGNMENT.**     Lessee will not, without the prior written consent of Lessor, assign any of its rights asLessee hereunder. Lessor may assign or convey its right, title and interest in and to this Lease toone or more of its affiliates without the consent of Lessee. Subject to the terms and provisionsof this Section 11, the terms and provisions of this Lease shall be binding upon and inureto the benefit of Lessor and Lessee and their respective successors and assigns.**12. EVENTS OF DEFAULT.**     The following events shall constitute Events of Default (whether any such event shall bevoluntary or involuntary or come about or be effected by operation of law or pursuant to or incompliance with any judgment, decree or order to any court or any order, rule or regulation of anyadministrative or governmental body):
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     **12.1.**Lessee shall fail to make any payment of any amount required hereunder when the sameshall become due;     **12.2.**Lessee shall fail to carry and maintain in effect insurance on or with respect to theAircraft in accordance with the provisions of Section 10 hereof or Lessee shall default inthe performance of its obligations under Section 7 hereof;     **12.3.**Lessee shall fail to perform or observe any other covenant, condition or agreement to beperformed or observed by it hereunder and such failure shall continue unremedied for a period of 10Days after written notice thereof by Lessor;     **12.4.**any representation or warranty made by Lessee herein shall at any time prove to havebeen untrue or incorrect in any material respect at the time made;     **12.5.**Lessee shall apply for or consent to the appointment of a custodian, receiver, trustee,liquidator or similar officer for it or for all or a substantial part of its property, or shallmake a general assignment for the benefit of creditors, or Lessee shall admit in writing itsinability to pay its debts generally as they become due, or Lessee shall file a voluntary petitionin bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under anybankruptcy laws (as now or hereafter in effect) or an answer admitting the material allegations ofa petition filed against Lessee in any such proceeding, or Lessee shall by voluntary petition,application, answer, consent or otherwise institute any proceeding, or seek relief under theprovisions of any law now or hereafter existing, relating to bankruptcy, insolvency,reorganization, arrangement, readjustment of debt, dissolution, liquidation or the like in respectof the reorganization or winding-up of corporations, or providing for an agreement, composition,extension or adjustment with its creditors;     **12.6.**an order, judgment or decree shall be entered by any court or governmental agency ofcompetent jurisdiction appointing, without the application or consent of Lessee, a custodian,receiver, trustee, liquidator or similar officer for Lessee or for all or any substantial part ofits property, or any substantial part of the property of Lessee shall be sequestered, and any suchorder, judgment or decree of appointment or sequestration shall remain in force undismissed,undischarged, unstayed and unvacated for a period of 30 days after the date of entry thereof; or     **12.7.**an order for relief shall be entered by any court against Lessee in an involuntary caseunder the Federal bankruptcy laws or other insolvency laws (as now or hereafter in effect) oradjudging Lessee a bankrupt or insolvent, or a petition against Lessee in any such proceeding shallbe filed and shall not be withdrawn or dismissed within 30 days thereafter, or if under theprovisions of any law providing for reorganization or winding-up of corporations which may apply toLessee, any court of competent jurisdiction shall assume jurisdiction, custody or control of Lesseeor of any substantial part of its property and such jurisdictions, custody or control shall remainin force unrelinquished, unstayed and unterminated for a period of 30 days.
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**13. REMEDIES.**     Upon the occurrence of any Event of Default and at any time thereafter so long as the sameshall be continuing, Lessor may, at its option, declare this Lease Agreement to be in default bywritten notice to such effect delivered to Lessee; and at any time thereafter, unless Lessee shallhave remedied all outstanding Events of Default, Lessor may do one or more of the following withrespect to the Aircraft, as Lessor in its sole discretion shall elect, to the extent permitted by,and subject to compliance with any mandatory requirements of, applicable law then in effect:     **13.1.**terminate the Lease;     **13.2.**demand that Lessee, at Lessee’s expense, promptly return the Aircraft to Lessor at theHome Airport, in the condition and otherwise in accordance with all of the terms of Section5 hereof, or Lessor, at its option, may enter upon the premises where the Aircraft is locatedand take immediate possession of and remove the Aircraft by summary proceedings or otherwise, asprescribed by law, all without liability to Lessor, whether for the restoration of damage toproperty caused by such taking or otherwise;     **13.3.**dispose of, hold, use, operate, lease to others or keep idle the Aircraft as Lessor inits sole discretion may determine, all free and clear of any rights of Lessee;     **13.4.**whether or not Lessor shall have exercised, or shall thereafter at any time exercise,any of its rights under Section 13.1, 13.2, or 13.3 above with respect tothe Aircraft, Lessor, by written notice to Lessee specifying a payment date not earlier than ten(10) Days from the date of such notice, may demand that Lessee pay to Lessor and Lessee shallpromptly pay to Lessor on the date specified in such notice, any unpaid Rent due up to, but notincluding, the rent payment date first preceding the date specified in such notice (together withinterest on such amount at the maximum rate of interest allowable by law at the time from the datespecified in such notice to the date of actual payment); and/or     **13.5.**Lessor may exercise any other right or remedy which may be available to it underapplicable law or proceed by appropriate court action to enforce the terms hereof, to rescind thisLease Agreement as to the Aircraft and to recover damages for the breach hereof.     In addition, Lessee shall be liable for any and all unpaid Rent and for all legal fees andother costs and expenses incurred by reason of the occurrence of any Event of Default or theexercise of Lessor’s remedies with respect thereto, including all costs and expenses incurred inconnection with the return of any Aircraft in accordance with the terms of Section 5 hereofor in placing such Aircraft in the condition and airworthiness required by said Section. Except asotherwise expressly provided above, no remedy referred to in this Section 13 is intended tobe exclusive, but each shall be cumulative and in addition to any other remedy referred to above orotherwise available to Lessor at law or in equity; and the exercise or beginning of exercise byLessor of anyone or more of such remedies shall not preclude the simultaneous or later exercise byLessor of any or all such other remedies. No express or implied waiver by Lessor of any Event ofDefault shall in any way be, or be construed to be, a waiver of any subsequent Event of Default.
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**14. NOTICES.**     All notices, requests, demands, and other communications required or permitted hereunder shallbe in writing and shall be deemed to have been given if delivered by hand or by nationallyrecognized overnight courier, or mailed certified or registered mail, return receipt requested,with postage prepaid, or sent by facsimile or other electronic transmission, as follows: (a) If to Lessor, to: