rules and regulations, as shall from
time to time be in effect relating in any way to its operation and use of the
Aircraft by a time sharing Lessee.
9. This Agreement is expressly subordinate to the Aircraft Lease Agreement
between the Company and Lessor dated July 26, 2007 regarding the Aircraft (the
"Master Lease"). To the extent there may be any conflict with the rights, duties
or obligations of the parties to the Master Lease, or any inconsistency or
conflict with any of the terms or conditions contained in the Master Lease with
this Agreement, the Master Lease shall govern and supersede this Agreement.
10. Neither this Agreement nor either party's interest herein shall be
assignable to any other party. This Agreement shall inure to the benefit of and
be binding upon the parties hereto, their heirs, representatives and successors.
11. Nothing herein shall be construed to create a partnership, joint venture,
franchise, employer-employee relationship or to create any relationship of
principal and agent.
12. This Agreement shall be governed by and construed in accordance with the
laws of the State of Colorado.
13. TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 (FORMERLY 91.54) OF THE
FEDERAL AVIATION REGULATIONS.
(A) LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED
WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT OR IF NEW SINCE
ITS DATE OF MANUFACTURE IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91 AND ALL
APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN
MET.
(B) LESSOR AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFT
IS OPERATED UNDER THIS AGREEMENT, IT SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN
FACT BE THE LESSOR OF THE AIRCRAFT.
(C) LESSOR CERTIFIES THAT LESSOR, AND NOT LESSEE, IS RESPONSIBLE FOR OPERATIONAL
CONTROL OF THE AIRCRAFT UNDER THIS AGREEMENT DURING THE TERM HEREOF. LESSOR
FURTHER
3
CERTIFIES THAT LESSOR UNDERSTANDS ITS RESPONSIBILITY FOR COMPLIANCE WITH
APPLICABLE FEDERAL AVIATION REGULATIONS.
(D) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL
AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE
LOCAL FLIGHT STANDARDS DISTRICT OFFICE. LESSOR FURTHER CERTIFIES THAT IT WILL
SEND A TRUE COPY OF THIS EXECUTED AGREEMENT TO: FLIGHT STANDARDS TECHNICAL
DIVISION, P. O. BOX 25724, OKLAHOMA CITY, OKLAHOMA, 73125, WITHIN 24 HOURS OF
ITS EXECUTION, AS PROVIDED BY FAR 91.23(c)(1).
IN WITNESS WHEREOF, the parties hereto have caused the signatures of their
authorized representatives to be affixed below on the day and year set forth
below, effective as of the day and year first above written. The persons signing
below warrant their authority to sign.
Lessor:
RICHMOND AMERICAN HOMES OF COLORADO, INC.
Lessee: By:
/s/ Michael Touff
/s/ Larry A. Mizel
Name:
Michael Touff
Larry A. Mizel Title:
Vice President
Date:
August 2, 2007 Date:
August 2, 2007
Company: M.D.C. HOLDINGS, INC.
By:
/s/ Paris G. Reece III
Name:
Paris G. Reece III
Title:
Executive Vice President and Chief
Financial Officer
Date:
August 2, 2007
A copy of this Agreement