OR CONSTITUTE ANY DEFAULT UNDER, OR RESULT IN THE
CREATION OF ANY LIEN (OTHER THAN LIENS PROVIDED FOR IN THE OPERATIVE DOCUMENTS
OR THE LESSEE DOCUMENTS) UPON ANY PROPERTY OF LESSOR UNDER, ANY INDENTURE,
MORTGAGE, CHATTEL MORTGAGE, DEED OF TRUST, CONDITIONAL SALES CONTRACT, BANK LOAN
OR CREDIT AGREEMENT, CORPORATE CHARTER, BY-LAW OR OTHER AGREEMENT OR INSTRUMENT
TO WHICH LESSOR IS A PARTY OR BY WHICH IT OR ITS PROPERTIES MAY BE BOUND OR
AFFECTED; AND
(III)
EACH OF LESSEE DOCUMENTS TO WHICH LESSOR IS
A PARTY CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF LESSOR ENFORCEABLE
AGAINST LESSOR IN ACCORDANCE WITH THE TERMS THEREOF (EXCEPT AS 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).
(B)
LESSEE COVENANTS AND AGREES THAT IT SHALL AT
ALL TIMES BE A CERTIFICATED AIR CARRIER.
(C)
LESSEE, AT ITS EXPENSE, WILL TAKE, OR CAUSE
TO BE TAKEN, SUCH ACTION WITH RESPECT TO THE RECORDING, FILING, RE-RECORDING AND
REFILING OF THIS LEASE, THE LEASE SUPPLEMENT, AND ANY FINANCING STATEMENTS OR
OTHER INSTRUMENTS AS ARE NECESSARY TO MAINTAIN (OR AS ARE REASONABLY REQUESTED
BY LESSOR) THE PERFECTION OF ANY SECURITY INTEREST THAT MAY BE CLAIMED TO HAVE
BEEN CREATED BY THIS LEASE OR WILL FURNISH TO LESSOR TIMELY NOTICE OF THE
NECESSITY OF SUCH ACTION, TOGETHER WITH SUCH INSTRUMENTS, IN EXECUTION FORM, AND
SUCH OTHER INFORMATION AS MAY BE REQUIRED TO ENABLE LESSOR TO TAKE SUCH ACTION.
LESSEE SHALL FURNISH TO LESSOR ANNUALLY AFTER THE EXECUTION HEREOF (BUT NOT
LATER THAN MARCH 15TH OF EACH YEAR, COMMENCING WITH THE YEAR 2006) AN
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OPINION OF DAUGHERTY, FOWLER, PEREGRIN & HAUGHT, A PROFESSIONAL CORPORATION
AND/OR OTHER COUNSEL REASONABLE SATISFACTORY TO LESSOR NATIONALLY RECOGNIZED IN
FAA MATTERS COVERING SUCH MATTERS WITH RESPECT TO THE INTERESTS OF LESSOR IN THE
ENGINE AND THE PERFECTION OF SECURITY INTERESTS THEREIN AS LESSOR MAY REASONABLY
REQUEST.
LESSEE WILL NOTIFY LESSOR OF ANY CHANGE IN THE LOCATION OF ITS CHIEF
EXECUTIVE OFFICE (AS SUCH TERM IS USED IN ARTICLE 9 OF THE UNIFORM COMMERCIAL
CODE) PRIOR TO MAKING SUCH CHANGE.
SECTION 31.
Covenants of Lessee.
Lessee covenants and agrees with Lessor as
follows:
Lessee will, at its own cost and expense, cause to be done, executed,
acknowledged and delivered all and every such further acts, conveyances and
assurances as Lessor shall reasonably require for accomplishing the purposes of
this Lease and the other Lessee Documents; provided that any instrument or other
document so executed by Lessee will not expand any obligations or limit any
rights of