ACCORDANCE WITH ITS
TERMS.
(B)
IT IS A CORPORATION DULY ORGANIZED, EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF MINNESOTA AND HAS ALL
NECESSARY POWER AND AUTHORITY UNDER APPLICABLE LAW AND ITS ORGANIZATIONAL
DOCUMENTS TO OWN OR LEASE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS
PRESENTLY CONDUCTED.
(C)
IT IS A "CITIZEN OF THE "UNITED STATES" AS
DEFINED IN SECTION 40102(A)(15) OF TITLE 49, UNITED STATES CODE.
15.
REPRESENTATIONS OF SUBLESSEE.
SUBLESSEE
REPRESENTS AND WARRANTS THAT:
(A)
IT WILL USE THE AIRCRAFT FOR AND ON ACCOUNT
OF ITS OWN BUSINESS ONLY IN STRICT ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT AND WILL NEITHER SELL SEATS TO PASSENGERS NOR SELL SPACE FOR CARGO OR
OTHERWISE USE THE AIRCRAFT FOR THE PURPOSE OF PROVIDING TRANSPORTATION OF
PASSENGERS OR CARGO IN AIR COMMERCE FOR COMPENSATION OR HIRE.
(B)
IT SHALL REFRAIN FROM INCURRING ANY
MECHANICS OR OTHER LIEN IN CONNECTION WITH INSPECTION, PREVENTIVE MAINTENANCE,
MAINTENANCE OR STORAGE OF THE AIRCRAFT OR OTHERWISE, WHETHER PERMISSIBLE OR
IMPERMISSIBLE UNDER THIS AGREEMENT, AND THAT IT SHALL REFRAIN FROM ATTEMPTING TO
CONVEY, MORTGAGE, ASSIGN, LEASE OR ANY WAY
4
ALIENATE THE AIRCRAFT OR FROM CREATING ANY KIND OF LIEN OR SECURITY INTEREST
INVOLVING THE AIRCRAFT, OR DO ANYTHING OR TAKE ANY ACTION THAT MIGHT MATURE
THROUGH NOTICE OR THE PASSAGE OF TIME INTO SUCH A LIEN.
(C)
DURING THE TERM OF THIS AGREEMENT, IT WILL
ABIDE BY AND CONFORM TO ALL SUCH LAWS, GOVERNMENTAL AND AIRPORT ORDERS, RULES
AND REGULATIONS, AS SHALL FROM TIME TO TIME BE IN EFFECT RELATING IN ANY WAY TO
THE OPERATION AND USE OF THE AIRCRAFT BY A TIME-SHARING SUBLESSEE, INCLUDING,
WITHOUT LIMITATION, PART 91 OF THE FARS.
16.
AIRCRAFT BASE.
FOR PURPOSES OF THIS
AGREEMENT, THE PERMANENT BASE OF OPERATION OF THE AIRCRAFT SHALL BE HOLMAN FIELD
IN SAINT PAUL, MINNESOTA.
17.
LIMITATION OF LIABILITY; INDEMNIFICATION.
SUBLESSOR AGREES TO INDEMNIFY AND HOLD HARMLESS SUBLESSEE AND ITS RESPECTIVE
OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, AND AFFILIATES
("INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS,
LOSSES, LIABILITIES, SUITS, JUDGMENTS, COSTS, EXPENSES, PENALTIES OR FINES,
INCLUDING REASONABLE ATTORNEY'S FEES (EACH A "CLAIM") THAT MAY AT ANY TIME BE
SUFFERED OR INCURRED AS A RESULT OF OR CONNECTED WITH SUBLESSOR'S SUBLEASING,
MAINTENANCE, OPERATION OR USE OF THE AIRCRAFT, BUT, EXCLUDING ANY CLAIM WHICH
RESULTS FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AN INDEMNIFIED PARTY.
AS TO CLAIMS ARISING UPON OR PRIOR TO THE END OF THE TERM OF THIS AGREEMENT, THE
INDEMNITIES CONTAINED IN THIS SECTION 17 SHALL CONTINUE IN FULL FORCE AND
EFFECT, NOTWITHSTANDING THE EXPIRATION OR OTHER TERMINATION OF THIS AGREEMENT.
EACH PARTY AGREES THAT (A) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED,
(B) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER THIS SECTION, AND
(C) ITS RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT FROM A MATERIAL BREACH OF
THE OTHER PARTY'S OBLIGATIONS UNDER THIS AGREEMENT ARE THE SOLE REMEDIES FOR ANY
DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS AGREEMENT OR