TO INDEMNIFY
LESSOR AGAINST ANY AND ALL LOSSES, LIABILITIES (INCLUDING TAX LIABILITIES),
DAMAGES AND EXPENSES (COLLECTIVELY, "LOSSES") ARISING OUT OF OR IN ANY MANNER
CONNECTED WITH LESSEE'S POSSESSION AND OPERATION OF THE AIRCRAFT DURING THE TERM
OF THIS LEASE, INCLUDING, WITHOUT LIMITATION, LOSSES ARISING BY REASON OF CLAIMS
FOR INJURY TO OR DEATH OF PERSONS AND LOSS OF OR DAMAGE TO PROPERTY TO THE
EXTENT NOT COMPENSABLE UNDER ANY INSURANCE POLICY.
16.
COMPLIANCE WITH REGULATIONS AND OTHER
REQUIREMENTS.
THE PARTIES AGREE TO COMPLY WITH THE REQUIREMENTS OF ALL LAWS,
RULES AND REGULATIONS APPLICABLE TO THE OPERATION, MAINTENANCE AND LEASE OF THE
AIRCRAFT.
LESSEE SHALL OPERATE THE AIRCRAFT IN ACCORDANCE WITH (I) THE AIRCRAFT
MANUFACTURER'S OPERATING AND MAINTENANCE INSTRUCTIONS, A COPY OF WHICH
PREVIOUSLY HAVE BEEN PROVIDED TO LESSEE, (II) THE REQUIREMENTS, IF ANY, OF
LESSOR'S INSURANCE PROVIDER, AND (III) ALL APPLICABLE TERMS AND CONDITIONS OF
THIS LEASE.
17.
REPRESENTATIONS AND WARRANTIES OF LESSEE.
LESSEE REPRESENTS AND WARRANTS TO LESSOR AS FOLLOWS:
(A)
LESSEE IS DULY ORGANIZED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF MINNESOTA AND AUTHORIZED TO
DO BUSINESS IN MINNESOTA.
LESSEE HAS FULL POWER AND AUTHORITY TO ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER THIS LEASE.
(B)
THIS LEASE HAS BEEN DULY AND VALIDLY
AUTHORIZED, EXECUTED AND DELIVERED ON BEHALF OF LESSEE AND IS A VALID AND
BINDING AGREEMENT OF LESSEE, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(C)
THE EXECUTION AND DELIVERY OF THIS LEASE,
THE INCURRENCE AND PERFORMANCE OF THE OBLIGATIONS SET FORTH HEREIN AND THE LEASE
OF THE AIRCRAFT CONTEMPLATED HEREIN WILL NOT VIOLATE OR CONSTITUTE A DEFAULT
UNDER, OR A BREACH OF (I) ANY TERM OR PROVISION OF THE
CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS OF
LESSEE, (II) ANY AGREEMENT OR INSTRUMENT BY WHICH LESSEE IS BOUND, OR (III) ANY
ORDER, RULE, LAW OR REGULATION APPLICABLE TO LESSEE OF ANY COURT, GOVERNMENTAL
BODY, ADMINISTRATIVE AGENCY OR PANEL HAVING JURISDICTION OVER LESSEE.
18.
ASSIGNMENT OR SUBLEASING.
LESSEE MAY NOT
ASSIGN THIS LEASE WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF LESSOR, AND ANY
ASSIGNMENT WITHOUT SUCH CONSENT SHALL BE VOID.
NOTWITHSTANDING THE FOREGOING,
LESSEE MAY SUBLET OR TIMESHARE THE AIRCRAFT TO ONE OR MORE PARTIES PURSUANT TO
DOCUMENTATION REASONABLY ACCEPTABLE TO LESSOR, SO LONG AS LESSEE SHALL NOT BE
RELEASED FROM ANY OF ITS OBLIGATIONS HEREUNDER AND THE ARRANGEMENT DOES NOT
OTHERWISE VIOLATE THE TERMS OF THIS LEASE.
19.
OPERATIONAL CONTROL OF THE AIRCRAFT.
LESSEE
SHALL HAVE POSSESSION, COMMAND AND OPERATIONAL CONTROL OF THE AIRCRAFT DURING
SUCH TIMES AS THE AIRCRAFT IS LEASED TO LESSEE, AND LESSEE SHALL HAVE SOLE
AUTHORITY OVER INITIATING, CONDUCTING OR TERMINATING ANY FLIGHTS SCHEDULED
PURSUANT TO THIS LEASE.
20.
TERMINATION.
UPON TERMINATION OF THIS LEASE
PURSUANT TO THE TERMS HEREOF, NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITY TO
THE OTHER HEREUNDER OTHER THAN FOR ANY PAYMENTS DUE TO LESSOR UNDER THIS LEASE
THAT HAVE ACCRUED THROUGH THE DATE OF TERMINATION, AND INDEMNIFICATION
OBLIGATIONS UNDER SECTION 14.
21.
ENTIRE LEASE; MODIFICATION; GOVERNING LAW.
THIS LEASE