ANY KIND WHATSOEVER WITH
RESPECT TO THE PHYSICAL CONDITION, MERCHANTABILITY OR FITNESS OF THE AIRCRAFT
FOR ANY PARTICULAR USE OR PURPOSE; AND (B) LESSEE AGREES THAT IT HAS NOT RELIED
UPON ANY REPRESENTATION, EXPRESSED OR IMPLIED, BY LESSOR OR ANYONE ACTING ON
LESSOR'S BEHALF, WITH RESPECT TO THE PHYSICAL CONDITION, MERCHANTABILITY OR
FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR USE OR PURPOSE.
17.
OWNERSHIP
17.1
Lessee acknowledges and agrees that legal title to the
Aircraft shall be vested in Lessor, or its assigns as applicable, it being
expressly understood that this Lease is an agreement of lease only. Lessee shall
keep the Aircraft free from any markings or labeling which might be interpreted
as a claim of ownership thereof by Lessee or any party other than Lessor or its
assigns.
17.2
Lessee will not directly or indirectly create, incur,
assume, or suffer to exist any liens on or with respect to (i) the Aircraft or
any part thereof, (ii) Lessor's title thereto or (iii) any interest of Lessor
therein (and Lessee will promptly, at its own expense, take such action as may
be necessary duly to discharge any such lien), except (w) the respective rights
of Lessor and Lessee as herein provided, (x) liens created by Lessor, (y) liens
for taxes either not yet due or being contested by Lessee in good faith with due
diligence and by appropriate proceedings in accordance with Section 7 below, and
(z) inchoate materialmen's, mechanics', workmen's, repairmen's, employees' or
other like liens arising in the ordinary course of business of Lessee and not
delinquent (and for the payment of which adequate reserves have been provided).
18.
MISCELLANEOUS
8
18.1
Time is of the essence in this Lease.
18.2
The parties agree that this Lease may be executed in any
number of counterparts, each of which, when duly executed, whether by facsimile
or otherwise, shall constitute an original hereof.
18.3
Lessee shall keep a legible copy of this lease in the Aircraft at all times.
19.
TRUTH-IN-LEASING
21.1
TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE
FEDERAL AVIATION REGULATIONS.
(a)
THE AIRCRAFT, A GATES LEARJET CORP., SERIAL NO. 138, CURRENTLY REGISTERED WITH
THE FEDERAL AVIATION ADMINISTRATION AS N124ZT, HAS BEEN MAINTAINED AND INSPECTED
UNDER FAR PART 91 DURING THE 12 MONTHS PRECEDING THE EXECUTION OF THIS LEASE.
(b)
LESSOR CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR
PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE DURING THE DURATION OF
THIS LEASE.
(c)
LESSEE CERTIFIES THAT LESSEE, AND NOT LESSOR, IS CONSIDERED RESPONSIBLE FOR
OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE DURING THE TERM HEREOF.
(d)
LESSEE HEREBY CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE
WITH APPLICABLE FEDERAL AVIATION REGULATIONS.
(e)
LESSEE UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL
AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA
FLIGHT STANDARDS DISTRICT OFFICE.
The "Instructions For Compliance with Truth-In-Leasing Requirements" attached as
Appendix II hereto are incorporated herein by reference.
[SIGNATURE PAGE FOLLOWS.]