as
follows:
If to the Lessor, to:
Invesco Group Services, Inc.
Attn: Office of the General Counsel
1555 Peachtree Street, N.E.
Atlanta, GA 30309
Fax: 404-962-8214
If to the Lessee, to:
__________________________
c/o Invesco
1555 Peachtree Street, N.E.
Atlanta, GA 30309
11.
NO ASSIGNMENT. Neither party shall have the right to assign this
Agreement, or any rights hereunder, to any other person or entity. In addition,
neither party shall have the right to delegate to any other person or entity any
of the duties, obligations or liabilities arising under this Agreement.
12.
MISCELLANEOUS. This Agreement: (a) shall be governed by and construed in
accordance with the substantive laws of the State of Georgia, without regard to
conflicts of law principles; (b) represents the entire agreement between the
parties hereto with respect to the subject matter hereof; (c) may not be altered
or amended except pursuant to a written agreement signed and delivered by each
of the parties hereto; (d) shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, and (e) may be executed in
multiple counterparts and via facsimile. THE PARTIES AGREE THAT THE COURTS OF
THE STATE OF GEORGIA AND THE U.S. FEDERAL COURTS SITUATED IN THE STATE OF
GEORGIA SHALL HAVE
4
EXCLUSIVE JURISDICTION TO HEAR AND DECIDE ANY CASE, CONTROVERSY OR DISPUTE
BETWEEN OR AMONG THE PARTIES AND ARISING UNDER OR PURSUANT TO THIS AGREEMENT OR
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). THE PARTIES HEREBY SUBMIT THEMSELVES AND THEIR PROPERTIES TO
THE JURISDICTION OF SUCH COURTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH
PROCEEDINGS AND SUCH WAIVER SHALL APPLY TO ANY PROCEEDING, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE.
13.
TRUTH IN LEASING.
(a)
THE LESSOR HAS MAINTAINED AND INSPECTED THE AIRCRAFT IN ACCORDANCE WITH
THE PROVISIONS OF FAR PART 91 FROM JUNE 30, 2011, TO THE DATE OF THIS AGREEMENT,
AND THAT ALL APPLICABLE REQUIREMENTS FOR MAINTENANCE AND INSPECTION THEREUNDER
HAVE BEEN COMPLIED WITH.
(b)
THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 FOR
OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.
(c)
AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL AND THE
PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA
FLIGHT STANDARDS DISTRICT OFFICE.
(d)
THE LESSOR HEREBY CERTIFIES THAT IT IS RESPONSIBLE FOR OPERATIONAL
CONTROL OF THE AIRCRAFT AND THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR
COMPLIANCE WITH THE APPLICABLE FEDERAL AVIATION REGULATIONS.
(e)
THE PARTIES HERETO CERTIFY THAT A TRUE COPY OF THIS AGREEMENT SHALL BE
CARRIED ON THE AIRCRAFT AT ALL TIMES, AND SHALL BE MADE AVAILABLE FOR INSPECTION
UPON REQUEST BY AN APPROPRIATELY
CONSTITUTED IDENTIFIED REPRESENTATIVE OF THE ADMINISTRATOR OF THE FAA.
[signatures appear on next page]
5
IN WITNESS WHEREOF, the undersigned have executed this Agreement, all as of the
day and year first above written.
"Lessor"
Invesco Group Services, Inc.
By: