DOCUMENTS) UPON ANY PROPERTY OF
SUBLESSOR 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 SUBLESSOR IS A PARTY OR BY
WHICH IT OR ITS PROPERTIES MAY BE BOUND OR AFFECTED; AND
(III)
EACH OF SUBLESSEE DOCUMENTS TO WHICH
SUBLESSOR IS A PARTY CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF
SUBLESSOR ENFORCEABLE AGAINST SUBLESSOR IN ACCORDANCE WITH THE TERMS THEREOF
(EXCEPT AS MAY BE LIMITED BY (A) GENERAL PRINCIPLES OF EQUITY, (B) APPLICABLE
BANKRUPTCY, INSOLVENCY, FRAUDULENT
A1-58
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)
SUBLESSEE COVENANTS AND AGREES THAT IT SHALL
AT ALL TIMES BE A CERTIFICATED AIR CARRIER.
(C)
SUBLESSEE, AT ITS EXPENSE, WILL TAKE, OR
CAUSE TO BE TAKEN, SUCH ACTION WITH RESPECT TO THE RECORDING, FILING,
RE-RECORDING AND REFILING OF THIS SUBLEASE, THE SUBLEASE SUPPLEMENT, AND ANY
FINANCING STATEMENTS OR OTHER INSTRUMENTS AS ARE NECESSARY TO MAINTAIN (OR AS
ARE REASONABLY REQUESTED BY SUBLESSOR) THE PERFECTION OF ANY SECURITY INTEREST
THAT MAY BE CLAIMED TO HAVE BEEN CREATED BY THIS SUBLEASE OR WILL FURNISH TO
SUBLESSOR 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 SUBLESSOR TO TAKE SUCH ACTION.
SUBLESSEE SHALL FURNISH TO SUBLESSOR
ANNUALLY AFTER THE EXECUTION HEREOF (BUT NOT LATER THAN MARCH 15TH OF EACH YEAR,
COMMENCING WITH THE YEAR 2006) AN OPINION OF DAUGHERTY, FOWLER, PEREGRIN &
HAUGHT, A PROFESSIONAL CORPORATION AND/OR OTHER COUNSEL REASONABLE SATISFACTORY
TO SUBLESSOR NATIONALLY RECOGNIZED IN FAA MATTERS COVERING SUCH MATTERS WITH
RESPECT TO THE INTERESTS OF SUBLESSOR IN THE AIRCRAFT AND THE PERFECTION OF
SECURITY INTERESTS THEREIN AS SUBLESSOR MAY REASONABLY REQUEST.
SUBLESSEE WILL
NOTIFY SUBLESSOR 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 Sublessee.
Sublessee covenants and agrees with
Sublessor as follows:
Sublessee 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 Sublessor shall reasonably require for accomplishing the purposes
of this Sublease and the other Sublessee Documents; provided that any instrument
or other document so executed by Sublessee will not expand any obligations or
limit any rights of Sublessee in respect of the transactions contemplated by any
Sublessee Document.
Sublessee, upon delivery of the Aircraft under this
Sublease, shall at all times thereafter