DULY OBTAINED, AND NEITHER THE EXECUTION OR DELIVERY THEREOF OR
THE CONSUMMATION BY SUBLESSEE OF THE TRANSACTIONS CONTEMPLATED THEREBY NOR THE
COMPLIANCE BY SUBLESSEE WITH ANY OF THE TERMS AND PROVISIONS OF SUCH AGREEMENTS
CONTRAVENES ANY LAW, JUDGMENT, GOVERNMENT RULE, REGULATION OR ORDER BINDING ON
SUBLESSEE OR THE CERTIFICATE OF INCORPORATION OR BY-LAWS OF SUBLESSEE OR
CONTRAVENES THE PROVISIONS OF, OR CONSTITUTES A DEFAULT UNDER, OR RESULTS IN THE
CREATION OF ANY LIEN (OTHER THAN PERMITTED LIENS) UPON THE PROPERTY OF SUBLESSEE
UNDER, ANY INDENTURE, MORTGAGE, CONTRACT OR OTHER AGREEMENT TO WHICH SUBLESSEE
IS A PARTY OR BY WHICH IT OR ITS PROPERTIES MAY BE BOUND OR AFFECTED;
(III)
NEITHER THE EXECUTION AND DELIVERY BY
SUBLESSEE OF THE SUBLESSEE DOCUMENTS TO WHICH SUBLESSEE IS A PARTY NOR THE
PERFORMANCE BY SUBLESSEE OF ITS OBLIGATIONS THEREUNDER REQUIRE THE CONSENT OR
APPROVAL OF, THE GIVING OF NOTICE TO, OR THE REGISTRATION WITH, OR THE TAKING OF
ANY OTHER ACTION IN RESPECT OF, ANY FEDERAL, STATE OR FOREIGN GOVERNMENT
AUTHORITY OR AGENCY, EXCEPT FOR (A) THE
A1-44
ORDERS, PERMITS, WAIVERS, EXEMPTIONS, AUTHORIZATIONS AND APPROVALS OF THE
REGULATORY AUTHORITIES HAVING JURISDICTION OVER THE OPERATION OF THE AIRCRAFT BY
SUBLESSEE REQUIRED TO BE OBTAINED ON OR PRIOR TO THE COMMENCEMENT DATE, WHICH
ORDERS, PERMITS, WAIVERS, EXEMPTIONS, AUTHORIZATIONS AND APPROVALS HAVE BEEN
DULY OBTAINED AND ARE, OR WILL ON THE COMMENCEMENT DATE BE IN FULL FORCE AND
EFFECT, AND (B) SUCH CONSENTS, APPROVALS, NOTICES, REGISTRATIONS AND OTHER
ACTIONS REQUIRED BY THE TERMS OF THE SUBLESSEE DOCUMENTS TO THE EXTENT REQUIRED
TO BE GIVEN OR OBTAINED ONLY AFTER THE COMMENCEMENT DATE;
(IV)
ON THE COMMENCEMENT DATE THE SUBLESSEE
DOCUMENTS TO WHICH SUBLESSEE IS A PARTY WILL EACH CONSTITUTE LEGAL, VALID AND
BINDING OBLIGATIONS OF SUBLESSEE ENFORCEABLE AGAINST SUBLESSEE IN ACCORDANCE
WITH THE TERMS THEREOF (EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY (A) GENERAL
PRINCIPLES OF EQUITY, (B) APPLICABLE BANKRUPTCY, INSOLVENCY, FRAUDULENT
CONVEYANCE, REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE RIGHTS OF
CREDITORS GENERALLY, (C) APPLICABLE LAWS WHICH MAY AFFECT THE REMEDIES PROVIDED
THEREIN; WHICH LAWS, HOWEVER, DO NOT MAKE THE REMEDIES PROVIDED THEREIN
INADEQUATE FOR THE PRACTICAL REALIZATION OF THE BENEFITS PROVIDED THEREBY,
EXCEPT THAT NO REPRESENTATION OR WARRANTY IS MADE AS TO THE AMOUNT OF PRIORITY
OF ANY RECOVERY UNDER ANY PARTICULAR CIRCUMSTANCES, AND (D) IN THE CASE OF
INDEMNITY PROVISIONS CONTAINED IN SUCH DOCUMENTS, AS LIMITED BY PUBLIC POLICY
CONSIDERATIONS);
(V)
THERE ARE NO PENDING OR, TO THE BEST OF
SUBLESSEE'S KNOWLEDGE, THREATENED ACTIONS, SUITS OR PROCEEDINGS BEFORE ANY
COURT, GOVERNMENTAL BODY, ARBITRATION BOARD, TRIBUNAL OR ADMINISTRATIVE AGENCY
WHICH MIGHT ADVERSELY AFFECT THE BUSINESS, CONDITION (FINANCIAL OR OTHERWISE),
OPERATIONS OR PROPERTIES OF SUBLESSEE OR SUBLESSEE'S ABILITY TO PERFORM ITS
OBLIGATIONS UNDER THE SUBLESSEE DOCUMENTS TO WHICH SUBLESSEE IS A PARTY;
(VI)
EXCEPT FOR (A) THE FILING FOR RECORDING
PURSUANT TO THE FEDERAL AVIATION ACT OF THE SUBLEASE WITH THE SUBLEASE
SUPPLEMENT COVERING THE AIRCRAFT, AND (B) THE FILING OF FINANCING STATEMENTS
(AND CONTINUATION STATEMENTS AT PERIODIC INTERVALS) WITH RESPECT TO THE SECURITY
AND OTHER